(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

Articles of Association

 
Articles of Association of

China Southern Airlines Company Limited

Catalogue

CHAPTER 1 GENERAL PROVISIONS
CHAPTER 2 OBJECTIVES AND SCOPE OF BUSINESS CHAPTER 3 SHARES AND REGISTERED CAPITAL CHAPTER 4 INCREASE AND DECREASE IN CAPITAL AND
REPURCHASE OF SHARES

CHAPTER 5 FINANCIAL ASSISTANCE FOR ACQUISITION OF COMPANY SHARES

CHAPTER 6 SHARE TRANSFER

CHAPTER 7 SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS

CHAPTER 8 SHAREHOLDERS’ RIGHTS AND OBLIGATIONS

CHAPTER 9 SHAREHOLDERS’ GENERAL MEETINGS

CHAPTER 10 SPECIAL PROCEDURES FOR VOTING BY A CLASS OF SHAREHOLDERS

CHAPTER 11 BOARD OF DIRECTORS

CHAPTER 12 SECRETARY TO THE BOARD OF DIRECTORS OF THE COMPANY

CHAPTER 13 PRESIDENT OF THE COMPANY

CHAPTER 14 SUPERVISORY COMMITTEE

CHAPTER 15 QUALIFICATIONS AND DUTIES OF THE DIRECTORS, SUPERVISORS, PRESIDENT AND OTHER SENIOR ADMINISTRATIVE OFFICERS OF THE COMPANY

CHAPTER 16 FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTION AND AUDITING

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CHAPTER 17 APPOINTMENT OF ACCOUNTANT FIRM

CHAPTER 18 CAPITAL FLOW BETWEEN THE COMPANY AND ITS RELATED PARTIES AND EXTERNAL GUARANTEE PROVIDED BY THE COMPANY

CHAPTER 19 INSURANCE

CHAPTER 20 LABOUR AND PERSONNEL MANAGEMENT SYSTEMS

CHAPTER 21 TRADE UNION

CHAPTER 22 MERGER AND DIVISION OF THE COMPANY

CHAPTER 23 DISSOLUTION AND LIQUIDATION OF THE COMPANY

CHAPTER 24 PROCEDURES FOR AMENDMENTS TO THE ARTICLES OF ASSOCIATION

CHAPTER 25 SETTLEMENT OF DISPUTES

CHAPTER 26 NOTICES

CHAPTER 27 INTERPRETATION AND DEFINITION OF THESE ARTICLES OF ASSOCIATION

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Articles of Association of
China Southern Airlines Company Limited

(These Articles of Association were approved by special resolutions at the extraordinary general meetings held on 18 April 1997 and 22 May 1997. They were successively amended at the annual general meetings held on 15 June 1998 and 15 June 1999, the extraordinary general meetings held on 26 March 2002 and 21 May 2002, and the annual general meeting held on 13 May 2003. They were further amended at the board meeting pursuant to the authorization of the shareholders’ general meeting on 17 July 2003, the annual general meetings held on 16 June 2004 and 15 June 2005, the extraordinary general meetings held on 28 December 2006。The annual general meeting held on 28 Juan 2007)

CHAPTER 1 GENERAL PROVISIONS

Article 1 These Articles of Association are formulated in accordance with “The Company Law of the People’s Republic of China” (hereinafter referred to as the “Company Law”), “The Securities Law of the People’s Republic of China” (hereinafter referred to as the “Securities Law”) and other relevant provisions, with an aim to protect the legitimate rights and interests of the Company and its shareholders and creditors, and to standardize the organization and activities of the Company.
　
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