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Gui Haihong (General Manager of Human Resources Department) and Wu Xiaoyu (Deputy General Manager of Human Resources Department).

Three. The report on the establishment of the Audit and Risk Committee was unanimously reviewed and approved.

The Audit and Risk Committee consists of five directors, most of whom are independent directors and at least one of whom is a professional accountant. The Committee has a working group composed of four members, who are responsible for the daily affairs of the Committee, and members of the working group can attend the Committee meetings as nonvoting delegates.

The Committee consists of Chen (independent director), Yang Hui (independent director), YiMin Zhu and Yang, with Chen as the convener. The members of the working group are Liu Dan (Chief Financial Officer), Li Tie (General Manager of Financial Planning Department), Wu Hao and Li.

Four. The report on amending the Articles of Association was unanimously reviewed and approved.

Article 42 is amended as: In any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of occurrence:

(1) When the number of directors is less than two-thirds of the number stipulated in the Company Law or the articles of association, it is five;

Article 81 is amended as follows:

The list of candidates for directors and supervisors shall be submitted to the shareholders' meeting for voting by way of proposal. The members of the Board of Directors and the Board of Supervisors are 7 and 5 respectively (2 supervisors are employee representatives). The list of candidates for non-independent directors and supervisors shall be drawn up by the board of directors after fully soliciting the opinions of shareholders. Candidates for independent directors are proposed by the board of directors, the board of supervisors and shareholders who individually or collectively hold more than 65,438+0% of the issued shares of listed companies.

The cumulative voting system is adopted in the election of directors and supervisors, that is, when a company's general meeting of shareholders elects directors (or supervisors), each share with valid voting rights held by a shareholder has the same voting rights as the total number of directors (or supervisors) to be elected at the general meeting of shareholders, and the voting rights held by a shareholder are equal to the product of the number of shares held by that shareholder and the total number of directors (or supervisors) to be elected. Shareholders can vote for one candidate director (supervisor) with all voting rights, or they can exercise their voting rights in a decentralized manner to vote for multiple candidate directors (or supervisors). Independent directors and non-independent directors shall vote separately.

The board of directors shall provide the shareholders with resumes and basic information of candidates for directors and supervisors.

The Detailed Rules for the Implementation of the Cumulative Voting System of Hainan Airlines Co., Ltd. is an annex to the Articles of Association and shall come into effect as of the date of adoption by the shareholders' meeting.

Article 105 is amended as: The board of directors consists of 7 directors, 65,438+0 chairman and 2 vice-chairmen.

Article 110 is amended as: The board of directors has 65,438+0 chairman and 2 vice-chairmen. The chairman and vice-chairman are elected by the board of directors by more than half of all directors.

The establishment of the Remuneration and Appraisal Committee, the Audit and Risk Committee and the revision of the cumulative voting system in the Articles of Association shall be implemented in accordance with the rectification requirements and rectification plan of the special corporate governance activities of Hainan Securities Regulatory Bureau of China Securities Regulatory Commission. For details, please refer to Supplementary Announcement on the Rectification Report of Special Corporate Governance Activities of Hainan Airlines Co., Ltd.

It is hereby announced

hainan airlines company limited

board of directors

November 17th, 2007

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