Article 2 The Company is a joint stock limited company established in accordance with the Company Law, “State Council’s Special Regulations Regarding the Issue of Shares Overseas and the Listing of Shares Overseas by Joint Stock Limited Companies” (hereinafter referred to as the “Special Regulations”) and other relevant laws and administrative regulations of the State. The legitimate rights and interests of the Company and its shareholders are under the jurisdiction of and protected by the PRC laws, regulations and other relevant provisions of the Government.

The Company was established by way of promotion with the approval from the
State Commission for Restructuring the Economic System of the PRC on 31
December 1994 as evidenced by the approval document 【1994】 No. 139. It was registered with the State Administration Bureau of Industry and Commerce of the PRC and obtained its business license on 25 March 1995. The number of the Company’s business license is 1000001001760. Pursuant to the approval document Wai Jing Mao Zi Yi Han 【2003】 No. 273 from the Foreign Trade and Economic Cooperation Ministry of the PRC, the Company was allowed to transform into a perpetual foreign investment joint stock limited company on 13 March 2003. The Company obtained its legal person business license Qi Gu Guo Zi No. 000995 on 17 October 2003 from the State Administration Bureau of Industry and Commerce of the PRC.

The Promoter of the Company is 南航集團公司 (renamed as China Southern Air Holding Company Limited).

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Article 3 Under the approval from the Securities Committee of the State Council Zhen Wei Fa 【1997】 No. 33, the Company was listed on the Stock Exchange of Hong Kong Limited and New York Stock Exchange respectively in July 1997 with an issuance of a total of 1,174,178,000 H shares. The Company’s proposal for issuing 1,000,000,000 A shares with a par value of RMB1.00 each was passed at the extraordinary general meeting held on 21 May 2002, and approved by the document (2003) No. 70 issued by the China Securities Regulatory Commission in 2003. In July 2003, 1,000,000,000 A shares of the Company’s with a par value of RMB1.00 each were successfully issued and listed on Shanghai Stock Exchange.

Article 4 The registered name of the Company:

Chinese:中國南方航空股份有限公司

English: CHINA SOUTHERN AIRLINES COMPANY LIMITED

Article 5 Address of the Company: Guangzhou Economic & Technology Development
  Zone, Guangdong Province, the PRC

Telephone No.: (020) 86123303

Facsimile No.: (020) 86644623

Article 6 The chairman of the Board of Directors of the Company shall be the legal representative of the Company.

Article 7 The registered capital of the Company is RMB4,374,178,000.

Article 8 The Company is a perpetual joint stock limited company.

Article 9 The Company may amend its Articles of Association pursuant to the Company Law, the Special Regulations, “Mandatory Provisions for Articles of Association of Companies to be Listed Overseas” (hereinafter referred to as the “Mandatory Provisions”), “Mandatory Provisions for Articles of Association of Listed Companies” and other relevant laws and administrative regulations of the PRC.

Article 10 The entire assets of the Company is divided into equal shares. The rights and obligations in respect of the Company enjoyed and assumed by shareholders of the Company shall be limited to the extent of the amount payable on subscription of shares held by them. The Company shall be liable to its creditors to the extent of all of its assets.

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Article 11 These Articles of Association became effective on the date of establishment of the Company. The registration formalities of the Original Articles of Association with China’s State Administration Bureau of Industry and Commerce have been completed.
　
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本文鏈接地址：Articles of Association of China Southern Airlines Company L(2)