The share capital structure of the Company after such issue of shares is: (a) 2,200,000,000 A Shares (state shares) held by the promoter, representing 50.30% of the total share capital; (b) 1,174,178,000 H Shares held by foreign investors, representing 26.84% of the total share capital and (c) 1,000,000,000 A Shares (public shares) held by domestic investors, representing 22.86% of the total share capital.
Article 30 Upon approval by the securities governing authority of the State Council of the proposal to issue Overseas Listed Foreign Shares and Domestic Shares, the Company’s Board of Directors may make separate implementing arrangements for their issuance.
The Company’s proposal to issue Overseas Listed Foreign Shares and Domestic Shares pursuant to the preceding paragraph may be implemented within fifteen months from the date of the approval from the securities governing authority of the State Council.
Article 31 In respect of the total number of shares as stated in a shares issuing proposal, where the Company shall separately issue Overseas Listed Foreign Shares and Domestic Shares, these respective shares shall be fully subscribed for at their respective offerings. If the shares cannot be fully subscribed for at their offerings due to some special circumstances, then subject to the approval from the securities governing authority of the State Council the shares may be issued by installments.
Article 32 The Company and its subsidiaries (including the affiliated companies of the Company) shall not provide any financial assistance in the forms of gift, advance, guarantee, compensation or loan to a person who is acquiring or is proposing to acquire shares in the Company.
Article 33 Unless otherwise provided by laws and administrative regulations, shares in the Company are freely transferable and are not subject to any lien.
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CHAPTER 4 INCREASE AND DECREASE IN CAPITAL AND REPURCHASE OF SHARES
Article 34 Subject to the relevant laws and regulations and these Articles of Association and the passing of separate resolutions at the shareholders’ general meeting, the Company may increase its capital in the following ways to meet the needs of operations and business expansion:
(1) Making public offer to unspecific investors;
(2) Making non-public offer;
(3) Distributing new shares to existing shareholders;
(4) Converting the capital common reserve fund into capital;
(5) Other ways permitted by laws and administrative regulations.
Increase in capital of the Company by way of new issue shall be proceeded in accordance with the PRC laws and administrative regulations, and subject to the approval as required by these Articles of Association.
Article 35 The Company may reduce its registered capital pursuant to the provisions of these Articles of Association. Reduction of registered capital of the Company shall be proceeded in accordance with the Company Law and other relevant regulations as well as these Articles of Association.
Article 36 When the Company reduces its registered capital, it must draw up a balance sheet and an inventory of assets.
The Company shall notify its creditors within ten days from the date of the Company’s resolution for reduction of capital and shall publish a notice in a newspaper at least three times within thirty days from the date of such resolution. A creditor has the right within thirty days of receiving the notice from the Company or, in the case of a creditor who does not receive the notice, within ninety days from the date of the first public notice, to require the Company to repay its debts or provide a corresponding guarantee for such debt.
The Company’s registered capital after reduction shall not be less than the statutory minimum amount.
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本文链接地址：Articles of Association of China Southern Airlines Company L(5)
