(3) possible material damages to the Company or adverse impact to the market are caused by the inappropriate behavior of the director and the senior management;
(4) the Company, the director, the supervisor or the senior management is sued by shareholders;
(5) the Company, the director, the supervisor or the senior management is punished by the securities regulatory organ or is condemned by Shanghai Stock Exchange;
(6) a request is made by the securities regulatory organ.
Article 222 The supervisory committee shall be accountable to entire shareholders and exercise the following functions and powers in accordance with law:
(1) To examine the Company’s financial situation;
(2) To check whether the directors, president and other senior administrative officers have violated any laws, administrative regulations and Articles of Association in the course of performing their duties;
(3) To demand rectification from the directors, president or other senior administrative officers when the acts of such persons are harmful to the Company’s interest;
(4) To check the financial information such as the financial report, business report and plans for distribution of profits to be submitted by the Board of Directors to the shareholders’ general meetings and, should any queries arise, to authorises in the name of the Company public certified accountants and practising auditors to re-examine the financial information;
(5) To propose the convening of extraordinary general meeting;
(6) To represent the Company in negotiation with or bringing an action against a director;
(7) Other functions and powers specified in Articles of Association. Members of the supervisory committee shall attend as non-voting members at meetings of the Board of Directors.
Other functions and powers of the supervisory committee shall be determined in accordance with the laws and regulations of the place where the Company is listed.
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Article 223 Method of discussion and voting procedures of the supervisory committee shall follow the rules of procedures of the supervisory committee. The rules of procedures of the supervisory committee, as an appendix of Articles of Association, shall be drafted by the supervisory committee and approved by the shareholders’ general meeting.
Article 224 Resolutions of the supervisory committee shall be passed by half or more of all of its members.
Article 225 Notice of supervisory committee meetings shall contain:
(1) the date and venue of the meeting;
(2) the matters to be discussed (the agendas);
(3) the convener and the chairman of the meeting, the person who proposes the special meeting and his/her written proposal;
(4) the materials necessary for the supervisors to vote in the meeting;
(5) the request for the personal attendance of the supervisors;
(6) the contact person and the method of contact.
Oral notice shall at least include the details of item (1) and (2) and the reason for convening an urgent special supervisory committee meeting with short notice.
Article 226 The supervisory committee meetings shall keep minutes of meeting. Supervisors present at the meeting and the person taking the minutes shall sign on the meeting minutes. Supervisors can request to have the speech they make in the meeting recorded in the minutes. The meeting minutes of supervisory committee shall be safely and properly kept as an important file of the Company. The meeting minutes of supervisory committee shall be kept as a file of the Company for ten years.
Article 227 All reasonable fees incurred in respect of the employment of professionals such as lawyers, certified public accountants or practicing auditors by the supervisory committee in exercising its functions and powers shall be borne by the Company. 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(44)
