The Company shall deliver or send to each shareholder of Overseas Listed Foreign Shares by prepaid mail at the address registered in the register of shareholders the said report not later than twenty-one days before the date of every annual general meeting.
Article 259 The financial statements of the Company shall, in addition to being prepared in accordance with the PRC accounting standards and regulations, be prepared in accordance with either international accounting standards, or that of the place outside the PRC where the Company’s shares are listed. If there is any material difference between the financial statements prepared respectively in accordance with the two accounting standards, such difference shall be stated in the financial statements. When the Company is to distribute its after-tax profits, the lower of the after-tax profits as shown in the two financial statements shall be adopted.
– 80 –
Article 260 Any interim results or financial information published or disclosed by the Company must also be prepared and presented in accordance with the PRC accounting standards and regulations, and also in accordance with either international accounting standards or that of the overseas place where the Company’s shares are listed.
Article 261 The Company shall publish its quarterly financial report, interim financial report and annual financial report every fiscal year. The quarterly reports shall be prepared within thirty days after the first quarter and the third quarter, respectively. The interim report shall be published within sixty days after the first six months of the fiscal year and the annual report shall be published within 120 days after the expiration of the fiscal year.
Article 262 The Company shall not keep accounts other than those provided by law. Assets of the Company shall not be deposited in an account maintained in the name of any individual.
Article 263 The Company’s after-tax profit shall be distributed in accordance with the following order:
(1) Making up for losses;
(2) Allocation to the statutory common reserve fund;
(3) Allocation to the discretionary common reserve fund;
(4) Payment of dividends in respect of ordinary shares.
The Board of Directors shall, in accordance with the laws and administrative regulations of the State (if any) and the Company’s operation and development requirements, determine the specific proportions of profit distributions in clauses (3) to (4) of Article 262 and submit its determination to the shareholders’ general meeting for approval.
Article 264 When distributing each year’s after-tax profits, the Company shall set aside 10% of such profits for the Company’s statutory common reserve fund, except where the accumulated balance of the said fund has reached
50% of the Company’s registered capital.
Where the balance of the Company’s statutory common reserve fund is insufficient to make up for the losses incurred in the previous year, the Company shall apply the current year’s profits to recover such losses before allocating any such profits to the statutory common reserve fund as aforementioned.
– 81 –
After the Company has allocated its after-tax profits to the statutory common reserve fund, it may, with the approval of the shareholders by way of resolution in a shareholders’ general meeting, further allocate its after-tax profits to the discretionary common reserve fund.
After the Company has recovered its losses and made allocations to its common reserve fund, the remaining profits shall be distributed to the shareholders in proportion to their respective shareholdings, except where distribution by such proportion is not required under Articles of Association.
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(50)
