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meeting. A shareholder who intends to attend the class meeting shall deliver his written reply concerning attendance at the class meeting to the Company twenty days before the date of the class meeting.

If the number of shares carrying voting rights at the class meeting represented by the shareholders who intend to attend the meeting reaches more than one half of the voting shares at the class meeting, the Company may hold the class meeting; if not, the Company shall within five days notify the shareholders again by public notice of the matters to be considered, the date and the place for the class meeting. The Company may then hold the class meeting after such publication of notice.

Article 158 Notice of class meetings need only be served on shareholders entitled to vote thereat.

Any meeting of a class of shareholders shall be conducted in a manner as similar as possible to that of shareholders’ general meetings. The provisions of these Articles of Association relating to the manner to conduct any shareholders’ general meeting shall apply to any meeting of a class of shareholders.

Article 159 Pursuant to the provisions of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, in addition to other classes of shareholders, holders of Domestic Shares and holders of Overseas Listed Foreign Shares are deemed to be different class of shareholders.

Article 160 The special procedures for voting at any meeting of a class of shareholders shall not apply to the following circumstances:

(1) Where the Company issues, upon the approval by special resolution of its shareholders in shareholders’ general meeting, either separately or concurrently once every twelve months, not more than 20% of each of its issued and outstanding Domestic Shares and Overseas Listed Foreign Shares;

(2) Where the Company’s plan to issue Domestic Shares and Overseas Listed Foreign Shares at the time of its establishment is carried out within fifteen months from the date of approval by the Securities Committee of the State Council.

CHAPTER 11 BOARD OF DIRECTORS

Article 161 The Company shall have a Board of Directors which is responsible to the shareholders’ general meetings. The Board of Directors shall comprise twelve members, one of whom shall be the chairman. The chairman and the vice chairman shall be elected with the approval of more than half of all the directors.

A director shall not be required to hold any shares of the Company.

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Article 162 The Board shall be responsible to the shareholders’ general meeting and shall exercise the following powers:

(1) To be responsible for the convening of the shareholders’ general meeting  and to report on its work to the shareholders’ general meeting;

(2) To implement the resolutions of the shareholders’ general meetings;

(3) To decide on the Company’s business plans and investment plans;

(4) To formulate the Company’s annual preliminary and financial budgets;

(5) To formulate the Company’s profit distribution plan and plan for making  up losses;

(6) To formulate proposals for increases or decrease in the registered capital  and the issue of debentures of the Company;

(7) To draw up plans for the merger, division or dissolution of the Company;

(8) To decide on matters relating to the Company’s assets pledge, external  guarantee, entrusted financial management, connected transaction etc.  according to authorisation of shareholders’ general meeting;

(9) To decide on the Company’s acquisition and sales of assets and risk  investments;

(10) To decide on the establishment of the Company’s internal management  structure;
　
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本文鏈接地址：Articles of Association of China Southern Airlines Company L(30)