(11) To appoint of dismiss the Company’s president, and pursuant to the president’s nominations to appoint or dismiss the vice president, the financial controller and other senior administrative officers of the Company and decide on their remunerations;
(12) To establish the Company’s basic management system;
(13) To formulate proposals for amendments to these Articles of Association;
(14) To propose to the shareholders’ general meeting for the engagement or change of accounting firm for the audit work of the Company;
(15) To receive the work report and to check the work of the president of the
Company;
(16) To exercise any other powers conferred by these Articles of Association or the shareholders’ general meeting.
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Except for resolutions of the Board of Directors in respect of the matters specified in Clauses (6), (7), (8) and (13) of this Article which shall be passed by more than two-thirds of all the directors, resolutions of the Board of Directors in respect of all other matters may be passed by more than one half of all the directors.
Article 163 The Board of Directors shall not, without the prior approval of shareholders in a shareholders’ general meeting, dispose of or agree to dispose of any fixed assets of the Company where the aggregate of the expected value of the consideration for the proposed disposal and the value of the consideration for any similar disposal of fixed assets in the four months immediately preceding the proposed disposal, exceeds 33% of the value of the Company’s fixed assets as stated in the last balance sheet placed before the shareholders’ general meeting.
A “disposal of fixed assets” as referred to in this Article includes an act involving the transfer of an interest in certain assets but does not include the provision of fixed assets by way of security.
Breach of the first paragraph of this Article shall not affect the validity of any transaction entered into by the Company in disposing of fixed assets.
Article 164 The Board of Directors shall explain to the shareholders’ general meeting regarding the non-standard auditors’ advice given by the chartered accountant in relation to the financial report of the Company.
Article 165 The Board of Directors shall formulate the rules of procedures of board meetings to ensure the implementation by the Board of Directors of the resolutions of the shareholders’ general meeting, the enhancement of work efficiency, and the guarantee of scientific decision making.
Article 166 The Board of Directors shall determine external investment, acquisition and sale of assets, asset pledge, external guarantee, entrusted financial management, scope of powers for connected transactions, establishment of stringent examination and decision making procedures; specialists or professional personnel shall be organised to assess and examine any material investment projects and such investment projects shall be submitted to the shareholders’ general meeting for approval.
Article 167 The Board of Directors shall perform its duties in accordance with State laws, administrative regulations, these Articles of Association and resolutions of the shareholders’ general meeting to.
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Article 168 The chairman of the Board of Directors shall exercise the following powers:
(1) To preside over the shareholders’ general meeting, and to convene and preside over the meetings of the Board of Directors;
(2) To check the implementation of board resolutions;
(3) To sign the securities issued by the Company;
(4) To exercise the powers of the legal representative; 中国航空网 www.aero.cn 航空翻译 www.aviation.cn 本文链接地址：Articles of Association of China Southern Airlines Company L(31)
