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Article 252 The Company shall, with the prior approval of shareholders in shareholders’ general meeting, enter into a contract in writing with a director or supervisor wherein his emoluments are stipulated. The aforesaid emoluments shall include:
(1) the emoluments in respect of his service as director, supervisor or senior administrative officer of the Company;
(2) the emoluments in respect of his service as director, supervisor or senior administrative officer of any subsidiary of the Company;
(3) the emoluments in respect of the provision of other services in connection with the management of the affairs of the Company and any of its subsidiaries;
(4) the payment by way of compensation for loss of office, or as consideration for or in connection with his retirement from office.
Except under a contract entered into in accordance with the foregoing, no proceedings may be brought by a director or supervisor against the Company for the benefits due to him in respect of the matters mentioned in this Article.
Article 253 The contract concerning the emoluments between the Company and its directors or supervisors should provide that in the event of a takeover of the Company, the Company’s directors and supervisors shall, subject to the prior approval of the shareholders in shareholders’ general meeting, have the right to receive compensation or other payment in respect of his loss of office or retirement. A takeover of the Company referred to in this paragraph means any of the following:
(1) An offer made by any person to all the shareholders;
(2) An offer made by any person with a view to the offeror becoming a
“controlling shareholder” within the meaning of Article 70.
If the relevant director or supervisor does not comply with this Article, any sum so received by him shall belong to those persons who have sold their shares as a result of the acceptance of said offer. The expense incurred in distributing that sum pro rata amongst those persons shall be borne by the relevant director or supervisor and not paid out of that sum.
Article 254 With the approval of shareholders’ general meeting, the Company may buy liability insurance for directors, supervisors, president and other senior administrative officers of the Company with the exception of those liabilities resulting from violation of laws, regulations and Articles of Association.
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CHAPTER 16 FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTION AND AUDITING
Article 255 The Company shall establish its financial and accounting systems in accordance with laws, administrative regulations and the PRC accounting standards formulated by the finance regulatory department of the State Council.
Article 256 At the end of each fiscal year, the Company shall prepare a financial report, which shall be examined and verified as provided by law.
(1) Balance sheet;
(2) Profit and loss statement;
(3) Statement of financial changes;
(4) Explanation of financial conditions;
(5) Profit distribution statement.
Article 257 During each accounting year, the Board of Directors of the Company shall place before the shareholders at every annual general meeting such financial reports as are required by any laws, administrative regulations or directives promulgated by competent regional and central governmental authorities to be prepared by the Company.
Article 258 The Company’s financial reports shall be made available for shareholders’ inspection at the Company twenty days before the date of every annual general meeting. Each shareholder shall be entitled to obtain a copy of the financial reports referred to in this Chapter.
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本文链接地址：Articles of Association of China Southern Airlines Company L(49)
