(5) To exercise special disposal powers that are in compliance with laws, administrative regulations and in the interests of the Company on matters of the Company in case of force majeure such as extraordinarily serious natural calamities, and provide post-event reports to the Board and the shareholders’ general meeting;
(6) To exercise other powers vested by the Board.
The vice chairman shall assist the chairman of the Board of Directors. If the chairman of the Board of Directors is unable to exercise his power, he may designate a vice chairman to exercise such powers on his behalf.
Article 169 The vice chairman of the Company shall assist the chairman. Where the chairman is unable or fail to perform his duties, the vice chairman shall perform the duty on behalf of the chairman. Where the vice chairman is unable or fail to perform his duties, a majority of the directors may jointly elect one director to perform the duties.
Article 170 Board meetings shall be held at least twice every year and be convened by the chairman of the Board by serving notice of each Board meeting on all the directors by telex, telegram, facsimile, express delivery, registered mail or personal delivery ten days before the date of the proposed meeting. A special board meeting may be held upon requisition by either the chairman, one third or more of the directors (including the one third), the supervisory committee or president of the Company.
Board meetings shall be held in principle at the place where the Company is located. It may be held at other places both at home and abroad upon resolution by the Board of Directors.
Article 171 A special board meeting shall be convened by the Board when it is
(1) proposed by shareholders representing more than one tenth of voting rights;
(2) proposed by one third or more of the directors;
(3) proposed by the supervisory committee;
(4) considered necessary by the Chairman of the Board of Directors;
(5) proposed by more than half of the independent directors;
(6) proposed by the General Manager;
(7) requested to be convened by the securities regulatory organ.
The Chairman of the Board of Directors shall convene and preside over a board meeting within ten days after receiving such proposal.
– 52 –
Article 172 Notice of meetings and special meetings of the Board of Directors shall be delivered by the means and at the times as follows:
(1) No notice is required if the timing and venue of the meetings have been decided by the Board of Directors in advance.
(2) If the Board of Directors has not decided the timing and venue of the meetings, the chairman shall, though the board secretary, deliver notices of the meetings to all directors and the chairman of the supervisory committee by email, telegraph, facsimile, express delivery service, registered mail or by specially-assigned person at least ten days before the meetings.
(3) Such notices shall be in Chinese, with English version when necessary, and shall include the meeting agendas.
(4) Where it is necessary to convene a special board meeting, a notice shall be given to all directors by telephone, telegraph or facsimile at least eight hours in advance.
Article 173 Notice of a board meeting shall contain:
(1) the date and venue of the meeting;
(2) the method for which the meeting is held and the duration of the meeting;
(3) the matters to be discussed (the agendas);
(4) the convener and the chairman of the meeting, the person who proposes the special board meeting and his/her written proposal;
(5) the date of the notice. The materials necessary for the directors to vote in the meeting;
(6) the request for the personal attendance of the directors or the attendance through the appointment of an alternate director; 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(32)
