EXHIBIT 4.1
This is only an English translation of the
agreement in Chinese.
This English translation shall not have any binding effect.
No responsibility can be accepted for reliance upon it.
DIRECTOR’S SERVICE AGREEMENT
CHINA SOUTHERN AIRLINES CO., LTD.
After friendly
negotiations in the spirit of equality and mutual benefit, China
Southern Airlines Co., Ltd. (hereinafter referred to as
“Party A” or the “Company”) and
(“Party B”), who is currently domiciled at
, entered into this Service Agreement on
at Party A’s domicile in Guangzhou Municipality, Guangdong
Province, under which they agree as follows:
ARTICLE 1
EMPLOYMENT
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1.1
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This Agreement is intended to define
and govern the relationship between Party A as employer and Party B
as employee.
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1.2
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Subject to the terms and conditions
hereof, Party A agrees to employ Party B as director of its board
of directors.
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1.3
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Subject to the terms and conditions
hereof, Party B agrees to accept Party A’s employment and
serve as Party A’s director.
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ARTICLE 2 TERM OF
EMPLOYMENT
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2.1
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Party B’s term of employment
as Party A’s director is three (3) years, beginning on
___and ending ___.
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2.2
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Prior to the expiration of Party
B’s term of office as Party A’s director, Party A shall
not remove Party B from his office without any cause except as
provided in Article 6 hereof.
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ARTICLE 3 PARTY B’S
RESPONSIBILITIES
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3.1
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Party B represents and warrants that
he shall perform his duties in accordance with the Company Law of
the People’s Republic of China and other applicable laws and
administrative regulations, as well as Party A’s articles of
association, this Agreement and resolutions of Party A’s
shareholders meeting.
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3.2
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During his term of office, Party B
shall
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(1)
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as
director of the Company, perform such duties and exercise such
powers Party A’s shareholders meeting and board of directors
shall assign or grant him from time to time;
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(2)
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comply with the lawful orders and
instructions which the Company’s shareholders’
resolution or board of directors shall give or make from time to
time, serve the Company in good faith and with due care, and use
his best efforts to promote the business of the Company;
and
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(3)
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attend to the business and interests
of Party A with due diligence, and deal with matters relating to
the Company’s business and interest during business hours and
at any other time at the reasonable request of the Company, except
when Party B is not able to attend due to illness or other
unexpected event.
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1
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Under such circumstances, he should
give prompt notice on the Company, and provide evidence of such
illness or event at the request of the Company.
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3.3
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During his term of office as
director of the Company, Party B shall undertake not to
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(1)
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Embezzle Party A’s funds or
lend such funds to others;
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(2)
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Deposit Party A’s funds in an
account under his name or under the name of any other
individual;
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(3)
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Use
Party A’s assets as collateral for the debts of the
Company’s shareholders or other individuals;
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(4)
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Operate for himself or for others in
the same line of business as Party A’s, or engage in
activities detrimental to the interests of Party A;
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(5)
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Seek personal interest by using his
position in the Company; or
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(6)
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Accept bribery or other unlawful
incomes which come his way because of his position in the Company,
or convert Party A’s property to himself.
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(1)
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Act
in good faith and in the overall interest of Party A;
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(2)
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Act
with an appropriate purpose;
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(3)
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Account to Party A for the use or
misuse of Party A’s assets;
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(4)
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Avoid any actual or potential
conflict of interest or state of divided loyalty;
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(5)
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Disclose unreservedly and fairly
Party B’s interest in his agreement with Party A;
and
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(6)
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Act
with the skill, care and diligence reasonably expected of a person
having the same experience and knowledge and holding the position
as Party A’s director.
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3.5
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In
performing his duties as director of the Company, Party B shall be
held liable for any loss or injury of Party A that results from
Party B’s violation of the laws, administrative regulations,
as well as Party A’s articles of association.
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3.6
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Party B shall not engage in any
activity that competes with the business of the Company in any
country or region during the term of his office or within
12 months thereafter. However, this provision only applies to
the products or services Party B is responsible for or related to
during the said term of office.
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3.7
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During the term of his office and
within 12 months thereafter, Party B shall not cause any
customers or suppliers of the Company to become customers or
suppliers of any other third party, nor shall he induce them to
terminate their business with the Company.
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3.8
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During the term of his office and
within 12 months thereafter, Party B shall not induce any
employee of the Company to leave the Company or hire other
employees from the Company.
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3.9
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At
no time after the termination of his term of office shall Party B
use for whatever purpose the name of the Company (both English and
Chinese) or any other name similar thereto together with his own
name or any other name to indicate that he is or was affiliated
with the business of the Company. Nor shall he claim any such
affiliation in any other way.
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3.10
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Party B has the right to:
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(1)
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Request Party A to provide the
necessary working conditions and terms; and
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2
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(2)
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Seek compensation from Party A in
the occurrence of economic loss or punishment consequent to a
decision made in good faith by Party B.
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ARTICLE
4 COMPENSATIONS AND EXPENSES
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4.1
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During Party B’s term of
office, Party A shall pay an annual amount in RMB determined by the
Company’s policy as compensation for Party B’s service,
which
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