SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2004
CHINA SOUTHERN AIRLINES COMPANY LIMITED
(Translation of registrant's name into English)
Baiyun International Airport
Guangzhou, People's Republic of China
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.)
Form 20-F. X Form 40-F.
----- -----
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes. No. X
----- -----
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-________.)
China Southern Airlines Company Limited (the "Company") on April 30, 2004
published in two local newspapers in Hong Kong its announcement, in English and
Chinese, on the notice of 2003 Annual General Meeting. A copy of the English
Announcement is included in this Form 6-K of the Company.
CHINA SOUTHERN AIRLINES COMPANY LIMITED
(A joint stock limited company incorporated in the
People's Republic of China with limited liability)
(STOCK CODE: 1055)
NOTICE OF 2003 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that pursuant to the resolutions passed by the Board of
Directors of China Southern Airlines Company Limited (the "Company") at the
Board Meeting held on Friday, 23 April 2004, the 2003 Annual General Meeting of
the Company will be held at the headquarters of China Southern Airlines Company
Limited, No. 278 Ji Chang Road, Guangzhou, Guangdong Province, the PRC at 9:00
a.m., on 16 June, 2004 for the following purposes:
I.---To examine and approve the following resolutions as ordinary resolutions:
1. Report of the Directors of the Company for the year 2003;
2. Report of the Supervisory Committee of the Company for the year 2003;
3. Audited consolidated financial statements of the Company for the year
2003;
4. Profit distribution budget of the Company for the year 2003;
5. Appoint KPMG as the international auditors of the Company for the year
2004 and KPMG Huazhen as the PRC auditors of the Company for the year
2004 and authorize the Board to determine their remuneration;
6. To elect members of the fourth Board of Directors, with Yan Zhi Qing,
Liu Ming Qi, Wang Chang Shun, Peng An Fa, Wang Quan Hua, Zhao Liu An,
Zhou Yong Qian, Zhou Yong Jin, Xu Jie Bo and Wu Rong Nan as executive
Directors, and Simon To, Peter Lok, Wei Ming Hai, Wang Zhi and Sui
Guang Jun as independent non-executive Directors and authorize the
Board of Directors to determine their remuneration thereof (the
details of the relevant candidates are disclosed in the 2003 Annual
Report of the Company);
7. To elect members of the fourth Supervisory Committee with Sun Xiao Yi,
Yang Guang Hua and Yang Yi Hua as Supervisors and authorize the
Supervisory Committee to determine their remuneration, and consider
and approve the resignation of Liang Hua Fu, Gan Yu Hua and Li Qi Hong
as members of the Supervisory Committee (the details of the relevant
candidates are disclosed in Note V to this Notice);
8. Proposal of the Board of Directors for amendments to the "Rules of
Procedures for Shareholders' General Meetings" as stated below;
a. Article 2 of the "Rules of Procedures for Shareholders' General
Meetings" shall be replaced by the following provision:
"Article 2 The shareholders' general meeting is the organ of
authority of the Company and shall exercise the following
functions and powers in accordance with law:
(1) to decide on the Company's operational policies and
investment plans;
(2) to elect and replace directors and decide on matters
relating to the remuneration of directors;
(3) to elect and replace independent directors and decide the
standard of allowance of independent directors;
(4) to elect and replace the supervisors who are representatives
of shareholders and decide
on matters relating to the remuneration of supervisors;
(5) to examine and approve reports of the board of directors;
(6) to examine and approve reports of the supervisory committee;
(7) to examine and approve the Company's proposed annual
preliminary and final financial budgets;
(8) to examine and approve the Company's profit distribution
plans and plans for making up losses;
(9) to decide on increases or reductions in the Company
registered capital;
(10) to decide on the issue of debentures by the Company;
(11) to decide on matters relating to external security
(including pledge) according to the relevant provisions of
the articles of association;
(12) to decide on matters such as merger, division, dissolution
and liquidation of the Company;
(13) to amend the articles of association;
(14) to decide on the appointment and dismissal of the
accountants of Company;
(15) to consider motions raised by shareholders who represent
five percent or more of the total shares of the Company
carrying the right to vote;
(16) to decide on other matters which require resolutions of the
shareholders general meeting according to relevant laws,
administrative regulations and provisions of the articles of
association.";
b. Article 47 of the "Rules of Procedures for Shareholders' General
Meeting" shall be replaced by the following provision:
"Article 47 Resolutions of shareholders' general meetings shall
be divided into ordinary resolutions and special resolutions.
To adopt an ordinary resolution, votes representing one half or
more of the voting rights represented by the shareholders
(including proxies) present at the meeting must be exercised in
favor of the resolution in order for it to be passed.
To adopt a special resolution, votes representing two thirds or
more of the voting rights represented by the shareholders
(including proxies) present at the meeting must be exercised in
favor of the resolution in order for it to be passed.
Shareholders present at the meeting (including proxies) shall
expressly state their agreement with or objection to every matter
to be determined by voting. Any votes made by any shareholders
giving up or abstaining from voting shall not be counted as votes
having voting rights.
When any shareholder's proxy shall abstain from voting or be
limited to vote in favor of or against any designated resolution,
any votes made by such proxy in contravention of the aforesaid
regulation or limitation should not be counted as votes having
voting rights.";
c. Article 51 of the "Rules of Procedures for Shareholders' General
Meeting" shall be replaced by the following provision:
"Article 51 Method of voting:
(1) disclosed ballot;
(2) show of hands for matters not currently required to be voted
by ballot;
(3) unconditional ballot, that is, no additional conditions are
attached to voting;
(4) a resolution shall be made after voting.
The following matters shall be approved by voting under the
scrutineer's supervision at shareholders' general meeting:
(1) connected transactions;
(2) transactions that shall be approved by independent
shareholders;
(3) options granted to major shareholders or independent
directors or any other related parties;
(4) any other transactions in which shareholders are materially
interested and accordingly are required to refrain from
voting at shareholders' general meeting.
Save as stated above which shall be voted by ballot, at any
shareholders' general meeting a resolution shall be decided on a
show of hands, unless a ballot is (before or after any vote by
show of hands) demanded:
(1) by the chairman of the meeting;
(2) by at least two voting shareholders present in person or by
proxies;
(3) by one or more shareholders present in person or by proxy
and representing (alone or in aggregate) 10 per cent or more
(including the 10 per cent) of all shares carrying the right
to vote at the meeting.";
The demand for a ballot may be withdrawn by the person who makes
such demand.";
9. Proposal of the Board of Directors for amendments to the "Rules of
Procedures for Board of Directors" as stated below;
a. The Company's Article 21 of "Rules of Procedures for Board of
Directors" shall be replaced by the following provision:
"Article 21 Apart from the powers granted by the Company Law, the
articles of association of the Company and other relevant laws
and regulations to the directors, the independent directors shall
have the following special powers:
(1) connected transactions of which the aggregate consideration
is in compliance with the relevant provisions of existing
listing rules and other supervisory regulations in places
where the Company is listed, shall first be approved by the
independent directors before submission to the board of
directors for discussion.
Before making the decision with respect to such
transactions, the independent
directors may engage a professional institution to prepare
independent financial advisor's reports as a basis of their
decision;
(2) propose to the board of directors with respect to engaging
or disengaging accounting firms;
(3) propose to the board of directors with respect to the
convening of extraordinary shareholders' general meetings;
(4) propose the convening of board meetings;
(5) engage external auditing firms or consultancy firms;
(6) publicly solicit proxies from shareholders before
shareholders' general meetings.
The Independent Director shall obtain the consent of over half of
the independent directors in exercising any of the above
powers.";
b. Article 22 of the "Rules of Procedures for Board of Directors"
shall be replaced by the following provision:
"Article 22 In addition to the above obligations, the independent
directors shall provide their independent opinions to the board
of directors or the shareholders' general meeting on the
following matters:
(1) nomination, appointment and removal of Directors;
(2) appointment and dismissal of senior administrative officers;
(3) remuneration of directors and senior administrative
officers;
(4) newly occurred connected transaction, loan and other forms
of fund transfer between the Company and its shareholders,
actual controllers or their affiliates for which the
aggregate consideration is in compliance with the relevant
provisions of the existing listing rules and other
supervisory regulations in places where the Company is
listed, and whether the Company has taken effective measures
to collect the amounts due;
(5) matters which may harm the interests of the minority
shareholders;
(6) other matters provided for in the articles of association of
the Company.
The independent director shall choose to provide any of the
following opinions with respect to the above matters: agree,
reserve opinion and the reasons therefor, dissent and the reasons
therefor, or unable to comment and the reasons therefor.
If the matters concerned fall under those which require
disclosure, the Company shall publicly disclose the opinions of
the independent directors. When the independent directors cannot
reach a consensus, the Company shall publicly disclose the
opinions of each of the independent directors.";
c. Article 33 of the "Rules of Procedures for Board of Directors"
shall be replaced by the following provision:
"Article 33 The board of directors shall exercise the following
powers:
(1) Be responsible for the convening of the shareholders'
general meeting and to report on
its work to the shareholders' general meeting;
(2) Implement the resolutions of the shareholders' general
meetings:
(3) Decide on the Company's business plans and any investment
project which is below 50% of the Company's recently audited
net assets, including entering into major contracts of
loans, trust, commission, donation, contracting and lease
agreements, and investment, etc.;
(4) Decide on the following purchases or sales of assets:
(i) The aggregate amount or value of the consideration for
the proposed disposition, and the amount or value of
the consideration for any such disposition of any
fixed assets of the Company that has been completed
in the period of four (4) months immediately preceding
the proposed disposition, exceed 33% of the value of
the Company's fixed assets as shown in the Company's
most recent audited account;
(ii) The total amount of the assets to be purchased or sold
according to the most recently audited financial
report, evaluation report or verification report
(including the debts and expenses) is below 50% of the
Company's most recently audited net assets:
(iii) The absolute value of the net profit or loss of the
asset to be purchased (according to the audited
financial report of the pervious year) is below 50% of
the absolute value of the Company's audited net profit
or loss in the preceding year:
(iv) The absolute value of the net profit or loss of the
asset to be sold or the absolute value of the profit
or loss of the transaction is below 50% of the
absolute value of the listed Company's audited net
profit or loss in the preceding year:
(5) Undertake risk investments, the amount of which shall be
less than 10% of the Company's most recent audited net
assets (as shown in the Company's most recent audited
account). Investment in such undertaking show follow
stringent procedures of examination and decision making.
Major investment projects which exceed the aforesaid amount
shall be examined by relevant specialists and then submitted
to the shareholders' general meeting for approval.
The above risky investments are those which involve areas
the Company has never ventured into in the past, and are
outside the Company's scope of normal business, or those
which the board of directors considers as highly risky and
uncertain, including but not limited to investment on
shares, futures or foreign exchanges transactions, etc.
(6) Cancel less than 10% of the Company's most recently audited
net assets (as shown in the Company's most recent audited
account). When the assets to be cancelled are more than 10%
of the Company's net assets, the board of directors should
submit the proposal to the shareholders' general meetings
for approval:
(7) Formulate the Company's annual preliminary and financial
budgets:
(8) Formulate the Company's profit distribution plan and plan
for making up losses;
(9) Determine matters relating to external security (including
pledging of assets) representing less than 50% of the
audited net assets according to the audited financial report
of the previous year;
(10) Formulate proposals for increases or reductions in the
Company's registered capital and for issue of debentures or
other instruments of the Company;
(11) Prepare plans for major acquisition, repurchase of the
Company's shares or mergers, division and dissolution of the
Company;
(12) Decide on the establishment of the Company's internal
management structure;
(13) Pursuant to the Chairman's nomination to appoint or dismiss
the Company's president, the secretary of the board of
directors and decide the remunerations thereof, and pursuant
to the president's nominations to appoint or dismiss the
vice-presidents, the financial controller, the general
economic officer, chief engineer and the chief flying
officer of the Company:
(14) Establish the Company's following basic management system:
(i) asset management system and the supervision system;
(ii) labor employment system, wages and compensation
system, welfare system, reward system and the
supplementary social security system;
(iii) financial accounting system;
(iv) other important systems that should he established by
the board of directors:
(15) Prepare proposals for any amendment to the Company's
articles of association:
(16) Manage the release of the Company's information;
(17) Propose to the shareholders' general meeting the engagement
or replacement of the Company's accounting firm;
(18) Hear the reports of the Company's president, and examine the
work of the president (if the president is also a director,
the president-director shall abstain from exercising his
rights as director when the board examines his work as
president);
(19) Formulate proposals on the remuneration and subsidies of the
directors:
(20) Formulate proposals on the rate of subsidies for the
independent directors;
(21) Exercise any other powers granted by laws, regulations or
the Company's articles of association or conferred by the
shareholders' general meetings.
The board shall exercise its powers by holding board meetings and
passing resolutions for implementation.
d. Article 35 of the "Rules of Procedures for Board of Directors"
shall be replaced by the following provision:
"Article 35 The board of directors may set up strategy,
nomination, remuneration and evaluation, and independent board
committees according to the Company's actual needs. Members of
these special committees shall all be directors, and in the
auditing committee, the nomination committee, the remuneration
and evaluation committee, the independent directors shall form
the majority and shall be responsible for convening the committee
meetings. In the auditing committee at least one independent
director shall be an
accounting professional.
(1) The strategy committee shall primarily be responsible for
research and proposal with regard to the Company's long term
development and major investment decisions.
(2) The auditing committee shall primarily he responsible for
(i) proposing the engagement and replacement of the external
auditor; (ii) supervising the Company's internal auditing
system and implementation thereof: (iii) liaison between
internal and external auditors: (iv) verifying and
disclosing the Company's financial information; (v) checking
the internal control system of the Company.
(3) The nomination committee shall primarily be responsible for
(i) formulating the standards and procedure for selecting
directors, managers, and making proposals in connection
therewith, (ii) search for competent candidates of directors
and managers; (iii) evaluating the candidates of directors
and managers and making proposals in connection therewith.
(4) The remuneration and evaluation committee shall primarily be
responsible for (i) formulating the standard for evaluation
of directors and managers, evaluating directors and managers
and making proposals in connection therewith; (ii)
deliberating on and reviewing the directors and senior
administrative officers' remuneration policy and plan.
(5) The independent board committee shall primarily be
responsible for (i) examining connected transactions of the
Company; (ii) examining the Company's capital used by
shareholders and capital recovery status; (iii) examining
matters on provision of external security by the Company;
(iv) examining whether the Company has impaired the
interests of its minority shareholders.";
e. Article 54 of the "Rules of Procedures for Board of Directors"
shall be replaced by the following provision:
"Article 54 Meetings of the board of directors shall be held four
times every year, and these meetings shall be held within two
days before the release of the Company's annual report for the
previous year, the release of the Company's interim report and
the release of the Company's quarterly reports respectively to
discuss and examine the relevant reports.";
f. Article 62 of the "Rules of Procedures for Board of Directors"
shall be replaced by the following provision:
"Article 62 The board's motions shall be submitted according to
the following procedures:
(1) Proposing the motions: According to the powers of the board,
a motion shall be put forward by the Chairman, the
supervisory committee, or the president. They may also be
put forward by a director or jointly by several directors.
(2) Preparing the motions: The motions proposed by the Chairman,
the supervisory committee or by the president may be
prepared by themselves or be handed over by the secretary to
relevant department. The motion proposed by one director or
by several directors may be prepared by the director or
directors proposing such motions, or be handed over by the
secretary upon approval by the Chairman to relevant
department.
(3) Submission of motions: After the motions are prepared, the
secretary of the board of directors shall collect comments
and opinions among relevant persons. After elaboration,
evaluation, modification by relevant parties and persons, a
sufficiently
sophisticated resolution will be submitted to the board for
deliberation.
(4) Connected transactions the total consideration of which
exceeds the relevant provisions of the existing listing
rules and other supervisory regulations in places where the
Company is listed shall be approved and signed by the
independent directors before submission to the board of
directors for deliberation as a proposed motion.";
g. Article 65 of the "Rules of Procedures for Board of Directors"
shall be replaced by the following provision:
"ARTICLE 65 Directors participating in a board meeting vote for
or against the board resolutions by casting a written and open
ballot. Each of the resolutions shall be voted for or against and
each director shall have one vote. The directors may either vote
for or against a resolution and usually they are not allowed to
abstain. If a director chooses to abstain, he must give reasons
for such abstention and such reasons shall be kept in record.
RESOLUTION TO BE MADE BY THE BOARD OF DIRECTORS SHALL BE PASSED
BY ONE HALF OR MORE OF ALL DIRECTORS PRESENT AT THE MEETING
EXCEPT THAT PROVISION 9 IN ARTICLE 33 SHALL BE SUBJECT TO WRITTEN
CONSENT BY TWO THIRDS OR MORE OF ALL DIRECTORS PRESENT AT THE
MEETING.";
h. Article 87 of the "Rules of Procedures for Board of Directors"
shall be replaced by the following provision:
"ARTICLE 87 CONNECTED TRANSACTIONS THE TOTAL CONSIDERATION OF
WHICH EXCEEDS THE RELEVANT PROVISIONS OF THE EXISTING LISTING
RULES AND OTHER SUPERVISORY REGULATIONS IN PLACES WHERE THE
COMPANY IS LISTED SHALL BE DEALT WITH AS FOLLOWS:
(1) Proposal by the president;
(2) The president shall cause relevant departments to collect
materials for and prepare a draft plan;
(3) The president shall examine the plans to be submitted to the
board;
(4) The secretary of the board of directors shall make
arrangements for a meeting at which relevant departments of
the Company shall report to the independent non-executive
directors about the transaction;
(5) The secretary of the hoard of directors shall collect
materials and make arrangements for a hoard meeting;
(6) Board discussion;
(7) BOARD RESOLUTION. THE SECRETARY OF THE BOARD OF DIRECTORS
SHALL MAKE A PUBLIC ANNOUNCEMENT REGARDING THE RESOLUTION IN
ACCORDANCE WITH THE RELEVANT PROVISIONS OF EXISTING LISTING
RULES AND OTHER SUPERVISORY REGULATIONS IN PLACES WHERE THE
COMPANY IS LISTED;
(8) The secretary of the board of directors shall notify
relevant authorities.
i. Article 90 of the "Rules of Procedures for Board of Directors"
shall be followed with this new Article:
"ARTICLE 91 MATTERS ON EXTERNAL SECURITY:
(1) TO BE PROPOSED BY LEGAL AUTHORIZED PERSON;
(2) THE SECRETARY OF THE BOARD OF DIRECTORS AND RELEVANT
DEPARTMENT OF THE COMPANY SHALL PREPARE MATERIALS;
(3) THE CHAIRMAN AND GENERAL MANAGER SHALL EXAMINE THE
MATERIALS;
(4) THE SECRETARY OF THE BOARD OF DIRECTORS SHALL COLLECT
MATERIALS AND MAKE ARRANGEMENTS FOR A BOARD MEETING;
(5) BOARD DISCUSSION;
(6) TO BE PASSED AS RESOLUTION OF THE BOARD OF DIRECTORS. THE
SECRETARY OF THE BOARD OF DIRECTORS SHALL MAKE A DISCLOSURE
TO THE PUBLIC IN ACCORDANCE WITH SUCH RESOLUTION OR THE
BOARD OF DIRECTORS SHALL PROPOSE SUCH RESOLUTION TO THE
SHAREHOLDERS' GENERAL MEETING FOR EXAMINATION IN ACCORDANCE
WITH THE RELEVANT PROVISIONS OF THE EXISTING LISTING RULES
AND OTHER SUPERVISORY REGULATIONS.";
j. The item numbers of articles of the "Rules of Procedures for
Board of Directors" are deferred subsequent to the original
Article 91. The original Article 99 shall be replaced by the
following provision:
"ARTICLE 100 When persons, who are seconded by the Company to act
as directors of affiliated companies are called upon to vote at a
board meeting or a shareholders' general meeting of the
affiliated Company on matters involving the above provisions,
especially Articles 84-88 and 90-95 hereunder. The seconded
director shall seek authorization from the Company's board of
director for the said matters:
(1) Report to the president by the director who is seconded by
the Company on the matter to he voted on;
(2) The president shall cause relevant departments of the
Company to prepare materials;
(3) The president shall examine the materials;
(4) The secretary of the board of directors shall collect
materials and make arrangements for a board meeting;
(5) Board discussion;
(6) Board resolution;
(7) The office of the secretary of the board of directors shall
notify the seconded director and the relevant departments.";
k. No amendment is made subsequent to the Company's original Article
100 of "Procedures of Board Meeting" except that the item numbers
of articles are deferred.
II.--TO CONSIDER AND APPROVE THE FOLLOWING RESOLUTIONS AS SPECIAL RESOLUTION
1. Proposals of the Board of Directors for amending the Articles of
Association of the Company as stated below be and is hereby approved, and
the Board of Directors is authorized to amend appropriately the wordings of
the following amendment proposals and to deal with any other matters as
required by any PRC relevant auditing authorities and the listing rules of
any stock exchange in which the securities of the Company are listed:
a. Article 3 of the "Articles of Association" shall be replaced by the
following provision:
"ARTICLE 3 The Company's address: GUANGZHOU ECONOMIC AND TECHNOLOGY
DEVELOPMENT ZONE, GUANGZHOU, CHINA
Telephone: (020) 86123303
Facsimile: (020) 86644623";
b. Article 6 of the "Articles & Association" shall be replaced by the
following provision:
"ARTICLE 6": THE COMPANY AMENDS THE COMPANY'S ARTICLES OF ASSOCIATION
IN ACCORDANCE WITH THE COMPANY LAW, THE SPECIAL REGULATIONS,
"MANDATORY PROVISIONS FOR THE ARTICLES OF ASSOCIATION OF COMPANIES TO
BE LISTED OUTSIDE CHINA" (THE "MANDATORY PROVISIONS"), "MANDATORY
PROVISIONS FOR THE ARTICLES OF ASSOCIATION OF LISTED COMPANIES" AND
OTHER RELEVANT LAWS AND ADMINISTRATIVE REGULATIONS.
c. Article 12 of the "Articles of Association" shall be replaced by the
following provision:
"ARTICLE 12: FOR THE PURPOSE OF THESE ARTICLES OF ASSOCIATION, OTHER
SENIOR ADMINISTRATIVE OFFICERS OF THE COMPANY REFER TO VICE PRESIDENT,
CHIEF FINANCIAL OFFICER, BOARD SECRETARY, GENERAL ECONOMIST, CHIEF
ENGINEER, CHIEF PILOT, AND GENERAL LEGAL COUNSEL."
d. Article 59 of the "Articles of Association" shall be replaced by the
following provision:
"ARTICLE 59 The shareholders' general meeting shall exercise the
following functions and powers:
(1) to decide on the Company's operational policies and investment
plans;
(2) to elect and replace directors and decide on matters relating to
the remuneration of directors;
(3) to elect and replace the supervisors who are representatives of
shareholders and decide on matters relating to the remuneration
of supervisors;
(4) to examine and approve reports of the board of directors;
(5) to examine and approve reports of the supervisory committee;
(6) to examine and approve the Company's proposed annual preliminary
and final financial budgets;
(7) to examine and approve the Company's profit distribution plans
and plans for making up losses;
(8) to decide on increases or reductions in the Company registered
capital;
(9) to decide on matters such as merger, division, dissolution and
liquidation of the Company;
(10) to decide on the issue of debentures by the Company;
(11) TO DECIDE ON MATTERS RELATING TO EXTERNAL SECURITY ACCORDING TO
THE RELEVANT PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY;
(12) to decide on the appointment, dismissal and disengagement of the
accountants of the
Company;
(13) to amend these articles of association;
(14) to consider motions raised by shareholders who represent 5
precent or more of the total shares of the Company carrying the
right to vote;
(15) to decide on other matters which require resolutions of the
shareholders in general meeting according to relevant laws,
administrative regulations and provisions of the these articles
of association;
(16) to decide on matters which the board of directors may be
delegated or authorized to deal with by the shareholders in
general meeting.
When the shareholders' general meeting decide on matters which the
board of directors may be delegated or authorized to deal with, the
shareholders' general meeting shall maintain the legitimate rights and
interests of the Company according to law and abide by laws and
regulations strictly in order to ensure the Company's principle of
efficient operation and scientific decision making. Matters delegated
or authorized to the board of directors to deal with include (without
limitation):
(1) to modify the language of these articles of association after the
shareholders' general meeting passed the resolution on the
amendment of these articles of association in principle;
(2) to distribute the interim profit;
(3) to decide on matters in connection with the issue of new shares
and equity convertible bonds;
(4) TO DEAL WITH, MORTGAGE AND SECURE THE FIXED ASSETS UNDER THE
CURRENT OPERATION POLICY AND INVESTMENT PLAN PASSED BY THE
SHAREHOLDERS' GENERAL MEETING, EXCLUDING DIRECT OR INDIRECT
PROVISION OF SECURITY FOR THE SECURED PARTY WITH A GEARING RATIO
EXCEEDING 70%;
(5) other matters delegated or authorized by the shareholders'
general meeting to the board of directors to deal with at times
in accordance with laws, regulations and these articles of
association.
e. Article 75 of the "Articles of Association" will be replaced by the
following provision:
"ARTICLE 75 Resolutions of shareholders' general meetings shall be
divided into ordinary resolutions and special resolutions.
To adopt an ordinary resolution, votes representing more than one half
of the voting rights represented by the shareholders (including
proxies) present at the meeting must be exercised in favor of the
resolution in order for it to be passed.
To adopt a special resolution, votes representing more than two thirds
of the voting rights represented by the shareholders (including
proxies) present at the meeting must be exercised in favor of the
resolution in order for it to be passed.
The shareholders (including proxies) present at the meeting shall
expressly state their agreement with or objection to every matter to
be determined by voting. If a shareholder abstains from voting or
casts an abstention vote, the Company shall disregard such vote as a
voting share when counting the result of voting.
WHEN ANY SHAREHOLDERS'S PROXY SHALL ABSTAIN FROM VOTING OR BE LIMITED
TO VOTE IN FAVOR OF OR AGAINST ANY DESIGNATED RESOLUTION, ANY VOTES
MADE BY SUCH PROXY IN CONTRAVENTION OF THE AFORESAID REGULATION OR
LIMITATION SHOULD NOT BE COUNTED AS VOTES HAVING VOTING RIGHTS.
f. Article 77 of the "Articles of Association" will be replaced by the
following provision:
"ARTICLE 77: THE FOLLOWING ISSUES SHALL BE APPROVED BY VOTE ON A POLL
UNDER THE SUPERVISOR'S SUPERVISION AT SHAREHOLDERS' GENERAL MEETING:
(1) CONNECTED TRANSACTIONS
(2) TRANSACTIONS THAT SHALL BE APPROVED BY INDEPENDENT SHAREHOLDERS;
(3) OPTIONS GRANTED TO MAJOR SHAREHOLDERS OR INDEPENDENT DIRECTORS OR
ANY OTHER RELATED PARTIES;
(4) ANY OTHER TRANSACTIONS IN WHICH SHAREHOLDERS ARE MATERIALLY
INTERESTED AND ACCORDINGLY ARE REQUIRED TO REFRAIN FROM VOTING AT
SHAREHOLDERS' GENERAL MEETING.
NOTWITHSTANDING THE ABOVE REGULATIONS, at any general meeting of
shareholders, a resolution shall be decided on a show of hands unless
a poll is (before or after any vote by show of hands) demanded:
(1) by the chairman of the meeting;
(2) by at lease two shareholders entitled to vote present in person
or by proxy;
(3) by one or more shareholders present in person or by proxy and
representing 10 per cent or more of all shares carry the rights
to vote at the meeting.
Unless a poll be so demanded, a declaration by the chairman that a
resolution has on a show of hands been carried unanimously, or carried
by a particular majority, or lost, and an entry to that effect in the
minutes of the meeting shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in
favor of or against such resolution.
The demand for a poll may be withdrawn by the person who makes such
demand.
g. Article 81 of the "Articles of Association" will be replaced by the
following provision";
"ARTICLE 81: The following matters shall be resolved by an ordinary
resolution at a shareholders' general meeting:
(1) work reports of the board of directors and the supervisory
committee;
(2) plans formulated by the board of directors for distribution of
profits and for making up losses;
(3) removal of the members of the board of directors and members of
the supervisory committee, their remuneration and method of
payment;
(4) annual preliminary and final budgets, balance sheets and profit
and loss accounts and other financial statements of the Company;
(5) ANNUAL REPORT OF THE COMPANY;
(6) matters other than those required by the laws and administrative
regulations or by these articles of association to be adopted by
special resolutions.
h. Article 101 of the "Articles of Association" of will be replaced by
the following provision:
"ARTICLE 101 DIRECTORS SHALL BE ELECTED AND REPLACED BY THE
SHAREHOLDERS' GENERAL MEETING. THE TERM OF OFFICE OF THE DIRECTORS IS
THREE (3) YEARS, RENEWABLE BY RE-ELECTION UPON EXPIRY.
DIRECTORS SHALL BE ELECTED BY THE SHAREHOLDERS' GENERAL MEETING FROM
THE BOARD OF DIRECTORS OR CANDIDATES NOMINATED BY SHAREHOLDERS
REPRESENTING 5% (INCLUDING THE 5%) OR MORE OF THE ISSUED SHARES. AT
LEAST 7 DAYS' NOTICE OF NOMINATION OF A CANDIDATE FOR ELECTION AS A
DIRECTOR AND PARTICULARS OF SUCH CANDIDATE SHALL BE GIVEN TO THE
COMPANY, AND SUCH 7 DAYS PERIOD SHALL START NO SOONER THAN THE FIRST
DAY AFTER THE DATE OF GIVING THE NOTICE AND END NO LATER THAN 7 DAYS
PRIOR TO THE DATE OF THE SUCH SHAREHOLDERS' GENERAL MEETING.
THE CANDIDATES FOR ELECTION AS DIRECTORS SHALL GIVE AT LEAST 7 DAYS'
PRIOR WRITTEN CONFIRMATION TO THE COMPANY, AND SUCH 7 DAYS PERIOD
SHALL START NO SOONER THAN THE DAY AFTER THE DATE OF GIVING THE NOTICE
AND END NO LATER THAN 7 DAYS PRIOR TO THE DATE OF SUCH SHAREHOLDERS'
GENERAL MEETING. THE WRITTEN CONFIRMATION SHALL INDICATE THE
WILLINGNESS OF THE CANDIDATE TO BE NOMINATED, AND CONFIRM THAT
INFORMATION OF THE CANDIDATE PUBLICLY DISCLOSED ARE TRUE AND COMPLETE,
THAT THE CANDIDATE WILL FAITHFULLY DISCHARGE ITS DUTIES AS A DIRECTOR
IF HE IS ELECTED.
WHERE SHAREHOLDERS SEVERALLY OR JOINTLY HOLDING 5% OR MORE OF THE
VOTING RIGHTS OR THE SUPERVISORY COMMITTEE OF THE COMPANY PROPOSE ANY
SPECIAL RESOLUTIONS FOR ELECTION OF NON-INDEPENDENT DIRECTORS AT THE
COMPANY'S ANNUAL GENERAL MEETING, WRITTEN NOTICE OF THE INTENTION TO
PROPOSE A CANDIDATE FOR ELECTION AS A DIRECTOR, NOTICE BY SUCH
CANDIDATE OF HIS WILLINGNESS TO BE ELECTED AND DETAILS AND
CONFIRMATION OF THE CANDIDATE SHALL BE GIVEN TO THE COMPANY NOT MORE
THAN 7 DAYS PRIOR TO THE DATE OF THE MEETING APPOINTED FOR SUCH
ELECTION. THE 7 DAYS PERIOD SHALL START NO SOONER THAN THE FIRST DAY
AFTER THE DATE OF GIVING THE NOTICE AND END NO LATER THAN 7 DAYS PRIOR
TO THE DATE OF SUCH SHAREHOLDERS' GENERAL MEETING.
THE CHAIRMAN AND THE VICE-CHAIRMAN SHALL BE ELECTED AND REMOVED BY
MORE THAN ONE HALF OF ALL THE MEMBERS OF THE BOARD OF DIRECTORS. THE
TERM OF OFFICE OF EACH OF THE CHAIRMAN AND THE VICE-CHAIRMAN IS THREE
(3) YEARS, RENEWABLE UPON RE-ELECTION.
THE SHAREHOLDERS' GENERAL MEETING MAY BE ORDINARY RESOLUTION REMOVE
ANY DIRECTOR BEFORE THE EXPIRATION OF HIS TERM OF OFFICE (BUT WITHOUT
PREJUDICE TO SUCH DIRECTOR'S RIGHT TO CLAIM DAMAGES BASED ON ANY
CONTRACT) ON THE CONDITION THAT ALL THE RELEVANT LAWS AND
ADMINISTRATIVE REGULATIONS ARE FULLY COMPLIED WITH.
THE DIRECTORS SHALL NOT BE REQUIRED TO HOLD SHARES OF THE COMPANY.
i. ARTICLE 102 OF THE "ARTICLES OF ASSOCIATION" WILL BE REPLACED BY THE
FOLLOWING PROVISION:
"ARTICLE 102: THE BOARD OF DIRECTORS IS RESPONSIBLE TO THE
SHAREHOLDERS' GENERAL MEETING AND EXERCISES 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 REDUCTIONS IN THE
COMPANY'S 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 EXTERNAL SECURITY
(INCLUDING ASSETS PLEDGE) ACCORDING TO AUTHORIZATION OF
SHAREHOLDERS' GENERAL MEETINGS;
(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;
(11) TO APPOINT OF DISMISS THE COMPANY'S PRESIDENT, AND PURSUANT TO
THE PRESIDENT'S NOMINATIONS TO APPOINT OR DISMISS THE VICE
PRESIDENT, THE FINANCIAL CONTROLLER AND OTHER SENIOR
ADMINISTRATIVE OFFICERS OF THE COMPANY AND DECIDE ON THEIR
REMUNERATION;
(12) TO ESTABLISH THE COMPANY'S BASIC MANAGEMENT SYSTEM;
(13) TO FORMULATE PROPOSALS FOR ANY AMENDMENTS OF THE COMPANY'S
ARTICLES OF ASSOCIATION;
(14) TO EXERCISE ANY OTHER POWERS CONFERRED BY THESE ARTICLES OF
ASSOCIATION OR THE SHAREHOLDERS' GENERAL MEETINGS.
EXCEPT THE BOARD OF DIRECTORS' RESOLUTIONS IN RESPECT OF THE MATTERS
SPECIFIED IN SUB-PARAGRAPHS (6), (7), (8) AND (13) OF THIS ARTICLE
WHICH SHALL BE PASSED BY MORE THAN TWO-THIRDS OF ALL THE DIRECTORS,
THE BOARD OF DIRECTORS' RESOLUTIONS IN RESPECT OF ALL OTHER MATTERS
MAY BE PASSED BY MORE THAN ONE HALF OF ALL THE DIRECTORS.
j. ARTICLE 106 OF THE "ARTICLES OF ASSOCIATION" SHALL BE REPLACED BY THE
FOLLOWING PROVISION:
"ARTICLE 106: MEETINGS OF THE BOARD OF DIRECTORS SHALL BE HELD AT
LEAST TWICE EVERY YEAR AND BE CONVENED BY THE CHAIRMAN OF THE BOARD OF
DIRECTORS BY SERVING NOTICE OF EACH BOARD MEETING ON ALL OF THE
DIRECTORS BY TELEX, TELEGRAM, FACSIMILE, EXPRESS DELIVERY, REGISTERED
MAIL OR PERSONAL DELIVERY TEN DAYS BEFORE THE DATE OF THE PROPOSED
MEETING. AN EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS MAY BE
HELD UPON REQUISITION BY EITHER THE CHAIRMAN, ONE THIRD OR MORE OF THE
DIRECTORS (INCLUDING THE ONE THIRD), THE SUPERVISORY COMMITTEE OR THE
PRESIDENT OF THE COMPANY.
THE BOARD MEETINGS SHALL BE HELD IN PRINCIPLE AT THE PLACE WHERE THE
COMPANY IS LOCATED. IT MAY BE HELD AT OTHER PLACES BOTH AT HOME AND
ABROAD UPON RESOLUTION BY THE BOARD OF DIRECTORS";
k. ARTICLE 108 OF THE "ARTICLES OF ASSOCIATION" SHALL BE REPLACED BY THE
FOLLOWING PROVISION:
"ARTICLE 108: MEETING OF THE BOARD OF DIRECTORS SHALL BE HELD ONLY IF
MORE THAN HALF OF THE DIRECTORS ARE PRESENT.
EACH DIRECTOR SHALL HAVE ONE VOTE. A RESOLUTION OF THE BOARD OF
DIRECTORS MUST BE PASSED BY MORE THAN HALF OF ALL THE DIRECTORS.
WHERE THE NUMBER OF VOTES CAST FOR AND AGAINST A RESOLUTION IS EQUAL,
THE CHAIRMAN OF THE
BOARD OF THE DIRECTORS SHALL HAVE A CASTING VOTE.
WHERE A DIRECTORS (OR ITS ASSOCIATE) IS INTERESTED IN ANY RESOLUTION
PROPOSED AT A BOARD MEETING, SUCH DIRECTOR SHALL NOT BE PRESENT AND
SHALL NOT HAVE A RIGHT TO VOTE. SUCH DIRECTOR SHALL NOT BE COUNTED IN
THE QUORUM OF THE RELEVANT MEETING.
l. ARTICLE 121 OF THE "ARTICLES OF ASSOCIATION" SHALL BE REPLACED BY THE
FOLLOWING PROVISION:
"ARTICLE 121 RIGHTS AND OBLIGATIONS OF INDEPENDENT DIRECTORS:
(1) TO FACILITATE THE INDEPENDENT DIRECTORS IN PERFORMING THEIR
FUNCTION MORE EFFICIENTLY, THE INDEPENDENT DIRECTORS SHALL HAVE
THE FOLLOWING SPECIAL POWERS, IN ADDITION TO HAVING THOSE POWERS
GRANTED BY THE COMPANY LAW AND OTHER RELEVANT LAWS AND
REGULATIONS TO DIRECTORS:
(i) APPROVE CONNECTED TRANSACTIONS THE AGGREGATE CONSIDERATION
OF WHICH IS IN COMPLIANCE WITH THE RELEVANT PROVISIONS OF
THE EXISTING LISTING RULES AND OTHER SUPERVISORY REGULATION
IN PLACES WHERE THE COMPANY IS LISTED;
(ii) PROPOSE TO THE BOARD OF DIRECTORS WITH RESPECT TO ENGAGING
OR DISENGAGING ACCOUNTING FIRMS;
(iii) PROPOSE TO THE BOARD OF DIRECTORS WITH RESPECT TO THE
CONVENING OF EXTRAORDINARY SHAREHOLDERS' MEETINGS;
(iv) PROPOSE THE CONVENING OF BOARD MEETINGS;
(v) ENGAGE EXTERNAL AUDITING FIRMS OR CONSULTANCY FIRMS;
(vi) PUBLICLY SOLICIT AND COLLECT PROXIES BEFORE THE CONVENING
OF THE SHAREHOLDERS' GENERAL MEETINGS.
(2) THE INDEPENDENT DIRECTOR SHALL OBTAIN THE CONSENT OF OVER HALF OF
THE INDEPENDENT DIRECTORS IN EXERCISING ANY OF THE ABOVE POWERS.
(3) IF ANY OF THE ABOVE PROPOSAL HAS NOT BEEN ADOPTED OR IF ANY THE
ABOVE POWERS CANNOT BE EXERCISED, THE COMPANY SHALL DISCLOSE THE
RELEVANT INFORMATION.
(4) APART FROM THE POWERS OF AN ORDINARY DIRECTOR AND THE SPECIAL
POWERS OF AN INDEPENDENT DIRECTOR, AN INDEPENDENT DIRECTOR SHALL
COMPLY WITH ALL THE OBLIGATIONS OF A DIRECTOR SET FORTH IN THESE
ARTICLES OF ASSOCIATION.
m. ARTICLE 122 OF THE "ARTICLES OF ASSOCIATION" SHALL BE REPLACED BY THE
FOLLOWING PROVISION:
"ARTICLE 122 THE INDEPENDENT DIRECTORS SHALL PROVIDE THEIR OPINIONS ON
ALL THE IMPORTANT MATTERS OF THE COMPANY.
(1) IN ADDITION TO THE ABOVE OBLIGATION, THE INDEPENDENT DIRECTORS
SHALL PROVIDE THEIR INDEPENDENT OPINIONS TO THE BOARD OF
DIRECTORS OR THE SHAREHOLDERS' GENERAL MEETING ON THE FOLLOWING
MATTERS:
(i) NOMINATION, APPOINTMENT AND REMOVAL OF DIRECTORS;
(ii) APPOINTMENT AND DISMISSAL OF SENIOR ADMINISTRATIVE
OFFICERS;
(iii) REMUNERATION OF DIRECTORS AND SENIOR ADMINISTRATIVE
OFFICERS;
(iv) NEWLY OCCURRED TRANSACTIONS, LOANS AND OTHER FORMS OF FUND
TRANSFER BETWEEN THE COMPANY AND ITS SHAREHOLDERS, ACTUAL
CONTROLLERS OR THEIR AFFILIATES, THE AGGREGATE AMOUNT OF
WHICH IS IN COMPLIANCE WITH THE RELEVANT PROVISIONS OF THE
EXISTING LISTING RULES AND OTHER SUPERVISORY REGULATIONS IN
PLACES WHERE THE COMPANY IS LISTED, AND WHETHER THE COMPANY
HAS TAKEN EFFECTIVE MEASURES TO COLLECT THE AMOUNTS DUE;
(v) MATTERS WHICH MAY HARM THE INTERESTS OF THE MINORITY
SHAREHOLDERS;
(vi) MATTERS RELATING TO SECURITY PROVIDED TO EXTERNAL PARTIES
BY THE COMPANY;
(vii) OTHER MATTERS PROVIDED FOR IN THESE ARTICLES OF
ASSOCIATION.
(2) THE INDEPENDENT DIRECTORS SHALL CHOOSE TO PROVIDE ANY OF THE
FOLLOWING OPINIONS IN RESPECT OF THE ABOVE MATTERS:
(i) AGREE;
(ii) RESERVE OPINION AND THE REASONS THEREFOR;
(iii) DISSENT AND THE REASONS THEREFOR;
(iv) UNABLE TO COMMENT AND THE REASONS THEREFOR.
(3) IF THE MATTERS CONCERNED FALL UNDER THOSE WHICH REQUIRE
DISCLOSURE, THE COMPANY SHALL PUBLICLY DISCLOSE THE OPINIONS OF
THE INDEPENDENT DIRECTORS. IF THE INDEPENDENT DIRECTORS CANNOT
REACH A CONSENSUS, THE COMPANY SHALL PUBLICLY DISCLOSE THE
OPINIONS OF EACH OF THE INDEPENDENT DIRECTORS.
n. ARTICLE 124 OF THE "ARTICLES OF ASSOCIATION" SHALL BE REPLACED BY THE
FOLLOWING PROVISION:
"ARTICLE 124 THE COMPANY MAY SET UP SEVERAL SPECIAL COMMITTEES
ACCORDING TO THE RESOLUTIONS OF SHAREHOLDERS' GENERAL MEETING
(INCLUDING STRATEGY, AUDIT, NOMINATION, REMUNERATION AND EVALUATION,
AND INDEPENDENT BOARD COMMITTEES). MEMBERS OF THESE SPECIAL COMMITTEES
SHALL ALL BE DIRECTORS, AND IN THE AUDIT COMMITTEE, THE REMUNERATION
COMMITTEE AND THE EVALUATION COMMITTEE, THE INDEPENDENT DIRECTORS
SHALL FORM THE MAJORITY AND SHALL BE RESPONSIBLE FOR CONVENING THE
COMMITTEE MEETINGS. IN THE AUDITING COMMITTEE AT LEAST ONE INDEPENDENT
DIRECTOR SHALL BE AN ACCOUNTING PROFESSIONAL.";
o. ARTICLE 171 OF THE "ARTICLES OF ASSOCIATION" SHALL BE REPLACED BY THE
FOLLOWING PROVISION:
"ARTICLE 171 THE COMPANY SHALL PUBLISH ITS QUARTERLY FINANCIAL REPORT,
INTERIM FINANCIAL REPORT AND ANNUAL FINANCIAL REPORT EVERY FISCAL
YEAR. THE QUARTERLY REPORTS SHALL BE PREPARED WITHIN THIRTY (30) DAYS
AFTER THE FIRST QUARTER AND THE THIRD QUARTER, RESPECTIVELY. THE
INTERIM REPORT SHALL BE PUBLISHED WITHIN SIXTY (60) DAYS AFTER THE
FIRST SIX MONTHS OF THE FISCAL YEAR AND THE ANNUAL REPORT SHALL BE
PUBLISHED WITHIN ONE HUNDRED AND TWENTY (120) DAYS AFTER THE
EXPIRATION OF THE FISCAL YEAR";
p. CHAPTER 18 OF THE "ARTICLES OF ASSOCIATION" SHALL BE REPLACED BY THE
FOLLOWING PROVISION (NEW ADDITION):
"CHAPTER 18 CAPITAL FLOW BETWEEN THE COMPANY AND ITS RELATED PARTY AND
EXTERNAL SECURITY PROVIDED BY THE COMPANY
"ARTICLE 190 FUND TRANSACTIONS BETWEEN THE COMPANY AND CONTROLLING
SHAREHOLDERS AND
OTHER CONNECTED PARTIES SHALL BE SUBJECT TO THE FOLLOWING REGULATIONS:
(1) USE OF FUNDS OF THE COMPANY SHALL BE STRICTLY LIMITED DURING
TRANSACTION OF OPERATING FUNDS BETWEEN THE COMPANY AND
CONTROLLING SHAREHOLDERS AND OTHER CONNECTED PARTIES. CONTROLLING
SHAREHOLDERS AND OTHER CONNECTED PARTIES SHALL NOT REQUEST THE
COMPANY TO PAY FOR THEIR SALARIES, BENEFITS, INSURANCE AND
ADVERTISEMENT DURING THE PERIOD, NOR SHALL THE PARTIES UNDERTAKE
ANY COST OR OTHER OUTGOINGS FOR EACH OTHER.
(2) THE COMPANY SHALL NOT DIRECTLY OR INDIRECTLY PROVIDE FUNDS FOR
USE BY CONTROLLING SHAREHOLDERS OR OTHER CONNECTED PARTIES BY:
(i) LENDING THE COMPANY'S FUNDS WITH OR WITHOUT CONSIDERATION
FOR USE BY CONTROLLING SHAREHOLDERS OR OTHER CONNECTED
PARTIES;
(ii) ASSIGNMENT OF LOANS FOR CONNECTED PARTIES THROUGH BANKS OR
NON-BANKING FINANCIAL BODIES;
(iii) ENTRUSTING CONTROLLING SHAREHOLDERS OR OTHER CONNECTED
PARTIES TO CARRY OUT INVESTMENTS;
(iv) ISSUANCE OF COMMERCIAL ACCEPTANCE NOTES WITHOUT REAL
TRANSACTIONS BACKGROUND FOR CONTROLLING SHAREHOLDERS OR
OTHER CONNECTED PARTIES;
(v) REPAYING DEBTS FOR CONTROLLING SHAREHOLDERS OR OTHER
CONNECTED PARTIES;
(vi) OTHER MEANS AS REQUIRED BY CSRC.
(3) DURING AUDITING WORK FOR THE COMPANY'S ANNUAL FINANCIAL REPORTS,
THE CERTIFIED PUBLIC ACCOUNTANTS SHALL, BASED ON THE AFORESAID
REGULATIONS, PRESENT THEIR SPECIFIC EXPLANATION ON PARTICULARS OF
THE USAGE OF FUND OF THE COMPANY BY CONTROLLING SHAREHOLDERS OR
OTHER CONNECTED PARTIES, WHILE THE COMPANY SHALL ACCORDINGLY
PUBLISH THE SPECIFIC EXPLANATION.
ARTICLE 191 ALL DIRECTORS OF THE COMPANY SHALL PERFORM DUE DILIGENCE
ON AND STRICTLY CONTROL LIABILITY RISKS INCURRED AS A RESULT OF
EXTERNAL SECURITY, AND SHALL BY LAW ACCEPT RELATED LIABILITY FOR LOSS
ARISING FROM CONTRAVENING OR IMPROPER EXTERNAL SECURITY.
ARTICLE 192 THE COMPANY SHALL PROVIDE EXTERNAL SECURITY (INCLUDING
ASSETS PLEDGE) BASED ON THE PRINCIPLES OF FAIRNESS, WILLINGNESS,
FIDUCIARY AND MUTUAL BENEFITS, AND SHALL OBSERVE THE FOLLOWING
REGULATIONS:
(1) THE COMPANY SHALL NOT, WITH ITS OWN ASSETS, PROVIDE SECURITY TO
ITS SHAREHOLDERS, PRINCIPAL SUBSIDIARIES AND SUBSIDIARIES OF
SHAREHOLDERS, AND OTHER CONNECTED PARTIES, ANY NON-LEGAL ENTITIES
OR INDIVIDUALS IN WHICH THE COMPANY HOLDS LESS THAN 50% SHARES.
(2) TOTAL AMOUNT OF THE COMPANY'S EXTERNAL SECURITY SHALL NOT EXCEED
50% OF NET ASSETS AS SHOWN IN ITS LATEST CONSOLIDATED FINANCIAL
STATEMENT.
(3) PROCEDURES FOR APPROVAL OF EXTERNAL SECURITY:
(i) AS REQUIRED BY THE PRC LAWS AND REGULATIONS AND THE LISTING
RULES OF STOCK EXCHANGE IN THE PLACE WHERE THE COMPANY'S
SHARES LISTED, THE COMPANY' EXTERNAL SECURITY SHALL BE
SUBJECT TO WRITTEN CONSENT BY TWO THIRDS OF ALL MEMBERS OF
THE BOARD OF DIRECTORS OR APPROVAL FROM SHAREHOLDERS'
GENERAL MEETINGS. SCOPE OF AUTHORITY OF THE BOARD OF
DIRECTORS IS PROVIDED IN THE COMPANY'S "RULES OF
PROCEDURES FOR BOARD OF DIRECTORS";
(ii) PRIOR TO DECISION ON PROVISION OF SECURITY TO EXTERNAL
PARITIES, THE BOARD OF DIRECTORS OF THE COMPANY SHALL BE
WELL INFORMED OF PARTICULARS OF THE DEBTORS, AND COMPLETELY
ANALYSE AND FULLY DISCLOSE IN RELEVANT ANNOUNCEMENTS THE
BENEFITS AND RISKS FROM SUCH SECURITY;
(iii) WHEN A RESOLUTION IN RELATION TO EXTERNAL SECURITY IS TO BE
PASSED AT THE SHAREHOLDERS' GENERAL MEETING OR BY THE BOARD
OF DIRECTORS, ANY SHAREHOLDERS OR DIRECTORS THAT HAVE A
CONFLICT OF INTERESTS WITH SUCH SECURITY SHALL ABSTAIN FROM
VOTING.
(4) THE COMPANY SHALL NOT DIRECTLY OR INDIRECTLY PROVIDE LOAN
SECURITY FOR SECURED SUBJECTS WITH A GEARING RATIO EXCEEDING 70%;
(5) WHERE THE COMPANY PROVIDES SECURITY TO ANY EXTERNAL PARTIES,
ANTI-SECURITY SHALL BE SOUGHT FROM THE SECURED PARTY WHO IN TURN
SHALL BE ABLE TO UNDERTAKE THE ANTI-SECURITY;
(6) THE COMPANY SHALL DULY PERFORM ITS DUTY TO STRICTLY DISCLOSE
INFORMATION ON EXTERNAL SECURITY ACCORDING TO THE RELEVANT
PROVISIONS OF LISTING RULES AND ARTICLES OF ASSOCIATION, AND
SHALL TRUTHFULLY PROVIDE ALL INFORMATION RELATING TO EXTERNAL
SECURITY OF THE COMPANY TO THE CERTIFIED PUBLIC ACCOUNTANTS;
(7) THE COMPANY'S INDEPENDENT DIRECTORS SHALL IN THE ANNUAL REPORT
PRESENT SPECIFIC EXPLANATION AND INDEPENDENT OPINIONS ON THE
COMPANY'S ACCUMULATED AND CURRENT EXTERNAL SECURITY AND
IMPLEMENTATION OF REGULATIONS AS REFERRED ABOVE";
q. WORDINGS IN SECTIONS SUBSEQUENT TO "CHAPTER 18 - INSURANCE" (INCLUSIVE
OF CHAPTER 18) OF THE ORIGINAL ARTICLES OF ASSOCIATION ARE KEPT THE
SAME EXCEPT THAT ITEM NUMBERS OF ARTICLES ARE DEFERRED.
BY ORDER OF THE BOARD
SU LIANG
COMPANY SECRETARY
GUANGZHOU, THE PRC. APRIL 29, 2004
AS AT THE DATE OF THIS NOTICE, THE DIRECTORS OF THE COMPANY INCLUDE YAN ZHI
QING, LIU MING QI, WANG CHANG SHUN, PENG AN FA, WANG QUAN HUA, ZHAO LIU AN, ZHOU
YONG QIAN, ZHOU YONG JIN, XU JIE BO AND WU RONG NAN AS EXECUTIVE DIRECTORS; AND
SIMON TO, PETER LOK, WEI MING HAI, WANG ZHI AND SUI GUANG JUN AS INDEPENDENT
NON-EXECUTIVE DIRECTORS.
NOTE:
I.---SHAREHOLDERS ELIGIBLE FOR ATTENDING THE GENERAL MEETING:
1. HOLDERS OF H SHARES OF THE COMPANY WHO ARE REGISTERED WITH HONG KONG
REGISTRARS LIMITED, THE REGISTRAR OF H SHARES OF THE COMPANY, AT OR
BEFORE THE CLOSE OF BUSINESS ON MONDAY, 17 MAY 2004 ARE ENTITLED TO
ATTEND THE ANNUAL GENERAL MEETING ("AGM") AFTER DULY COMPLETION OF THE
REQUIRED REGISTRATION PROCEDURES IN ACCORDANCE WITH SECTION 4 OF
"REGISTRATION PROCEDURES FOR ATTENDING GENERAL MEETING". HOLDERS OF A
SHARES OF THE COMPANY SHALL RECEIVE A NOTICE SEPARATELY.
II.--REGISTRATION PROCEDURES FOR ATTENDING A GENERAL MEETING:
1. REGISTERED SHAREHOLDERS WHO INTEND TO ATTEND THE AGM EITHER IN PERSON
OR BY PROXY MUST DELIVER TO THE COMPANY, ON OR BEFORE 27 MAY 2004,
EITHER IN PERSON, BY POST OR BY FAX, THE REPLY SLIP FOR ATTENDING THE
AGM.
2. REGISTERED SHAREHOLDERS OF H SHARES OF THE COMPANY WHO INTEND TO
ATTEND THE ANNUAL GENERAL MEETING AND WHO ARE ENTITLED TO THE FINAL
DIVIDEND MUST DELIVER THEIR INSTRUMENTS OF TRANSFER TOGETHER WITH THE
RELEVANT SHARE CERTIFICATES TO HONG KONG REGISTRARS LIMITED, THE
REGISTRAR OF H SHARES OF THE COMPANY, BEFORE 4:00 P.M. ON 17 MAY 2004.
3. THE REGISTER OF H SHARES OF THE COMPANY WILL BE CLOSED FROM 18 MAY
2004 TO 16 MAY 2004 (BOTH DAYS INCLUSIVE), DURING WHICH PERIOD NO
TRANSFER OF H SHARES WILL BE REGISTERED.
4. WHEN ATTENDING THE AGM, A SHAREHOLDER OR HIS PROXY SHALL PRODUCE PROOF
OF IDENTITY. IF A CORPORATE SHAREHOLDER APPOINTS ITS LEGAL
REPRESENTATIVE TO ATTEND THE MEETING, SUCH LEGAL REPRESENTATIVE SHALL
PRODUCE PROOF OF HIS OWN IDENTITY, TOGETHER WITH A NOTARIZED COPY OF
THE RESOLUTION OR POWER OF ATTORNEY ISSUED BY THE BOARD OF DIRECTORS
OR OTHER GOVERNING BODY TO APPOINT SUCH LEGAL REPRESENTATIVE TO ATTEND
THE MEETING.
III.-PROXIES:
1. A REGISTERED SHAREHOLDER HAS THE RIGHT TO APPOINT ONE OR MORE PROXIES
TO ATTEND THE AGM AND VOTE ON HIS BEHALF BY COMPLETING A FORM OF
PROXY. A PROXY NEED NOT BE A SHAREHOLDER OF THE COMPANY.
2. A PROXY MUST BE APPOINTED BY A SHAREHOLDER OR HIS ATTORNEY BY WAY OF A
FORM OF PROXY. IF THE PROXY IS APPOINTED BY THE SHAREHOLDER'S
ATTORNEY, THE POWER OF ATTORNEY OR OTHER AUTHORIZATION DOCUMENT
AUTHORIZING SUCH ATTORNEY TO APPOINT THE PROXY MUST BE NOTARIZED.
3. TO BE VALID, THE DULY COMPLETED PROXY FORM(S), TOGETHER WITH THE
NOTARIZED POWER OF ATTORNEY OR OTHER AUTHORIZATION DOCUMENT (IF ANY),
MUST BE LODGED WITH HONG KONG REGISTRARS LIMITED 24 HOURS BEFORE THE
TIME DESIGNATED FOR THE HOLDING OF THE AGM.
IV.--MISCELLANEOUS:
1. THE AGM IS EXPECTED TO LAST NOT MORE THAN ONE DAY. SHAREHOLDERS WHO
ATTEND SHALL BEAR THEIR OWN TRAVELING AND ACCOMMODATION EXPENSES.
2. THE ADDRESS OF HONG KONG REGISTRARS LIMITED IS:
ROOM 1901-5, 19TH FLOOR
HOPEWELL CENTRE
183 QUEEN'S ROAD EAST
HONG KONG
3. THE REGISTERED ADDRESS OF THE COMPANY IS:
BAIYUN INTERNATIONAL AIRPORT
GUANGZHOU 510405
PRC
TELEPHONE NO.: (+86) 20-8612 4737
FACSIMILE NO.: (+86) 20-8665 9040
WEBSITE: WWW.CS-AIR.COM
CONTACT PERSONS: SU LIANG AND LEI BIN
V.---BRIEF BIOGRAPHY OF NOMINATED SUPERVISORS:
MR. SUN XIAO YI IS A MEMBER OF PARTY COMMITTEE AND HEAD OF DISCIPLINE
SUPERVISION TEAM OF CHINA SOUTHERN AIR HOLDING COMPANY. HE BECAME AN
EMPLOYEE OF THE COMPANY IN MARCH 1995 SINCE THE ESTABLISHMENT OF THE
COMPANY. BORN IN 1954, MR. SUN IS A SENIOR EXPERT OF POLITICAL SCIENCE AND
ECONOMICS WITH AN ASSOCIATE DEGREE. MR. SUN HAS SUCCESSIVELY SERVED AS VICE
PARTY SECRETARY OF THE HUBEI BRANCH OF THE COMPANY, PARTY SECRETARY OF THE
FLIGHT OPERATIONS DEPARTMENT OF THE COMPANY, AND VICE PARTY SECRETARY OF
CHINA SOUTHERN AIR HOLDING COMPANY.
MR. YANG GUANG HUA IS THE VICE PARTY SECRETARY AND DISCIPLINE SUPERVISION
SECRETARY OF THE COMPANY. HE BECAME AN EMPLOYEE OF THE COMPANY IN MARCH
1995 SINCE THE ESTABLISHMENT OF THE COMPANY. BORN IN 1953, MR. YANG IS AN
ENGINEER WITH UNIVERSITY QUALIFICATION. MR. YANG HAS SUCCESSIVELY SERVED AS
DEPUTY GENERAL MANAGER OF THE HUNAN BRANCH OF THE COMPANY, GENERAL MANAGER
OF SOUTHERN AIRLINES (GROUP) ZHUHAI HELICOPTERS COMPANY LIMITED, GENERAL
MANAGER OF THE HUNAN BRANCH OF THE COMPANY, AND DEPUTY GENERAL MANAGER OF
THE COMPANY.
MS. YANG YI HUA IS THE GENERAL MANAGER OF THE AUDIT DEPARTMENT OF THE COMPANY.
SHE BECAME AN EMPLOYEE OF THE COMPANY IN MARCH 1995 SINCE THE ESTABLISHMENT
OF THE COMPANY. BORN IN 1960, MS. YANG IS AN ACCOUNTANT. SHE HAS
SUCCESSIVELY SERVED AS DEPUTY MANAGER OF THE CLEARANCE AND SETTLEMENT
OFFICE OF THE FINANCIAL DIVISION OF THE GUANGZHOU CIVIL AVIATION
ADMINISTRATION, MANAGER OF THE FINANCIAL OFFICE OF THE COMPANY'S FINANCIAL
DIVISION, AND DEPUTY GENERAL MANAGER OF THE COMPANY'S AUDIT DEPARTMENT.
NONE OF THE THREE CANDIDATES ABOVE HAS ANY INTERESTS OR SHORT POSITIONS IN THE
SHARES, UNDERLYING SHARES OR DEBENTURES OF THE COMPANY OR ITS ASSOCIATED
CORPORATIONS (WITHIN THE MEANING OF PART XV OF THE SECURITIES AND FUTURES
ORDINANCE) WHICH IS NOTIFIABLE TO THE COMPANY AND THE HONG KONG STOCK
EXCHANGE PURSUANT TO THE SECURITIES AND FUTURES ORDINANCE (INCLUDING
INTERESTS OR SHORT POSITIONS WHICH ARE TAKEN OR DEEMED TO HAVE UNDER SUCH
PROVISIONS OF THE SECURITIES AND FUTURES ORDINANCE) OR REQUIRED TO BE
RECORDED IN THE REGISTER MAINTAINED BY THE COMPANY PURSUANT TO SECTION 352
OF THE SECURITIES AND FUTURES ORDINANCE OR WHICH IS NOTIFIABLE TO THE
COMPANY AND THE HONG KONG STOCK EXCHANGE PURSUANT TO THE "MODEL CODE FOR
SECURITIES TRANSACTIONS BY DIRECTORS OF THE LISTED COMPANIES" IN SCHEDULE
10 OF THE LISTING RULES. FURTHER, SAVE AS DISCLOSED, NONE OF THE THREE
CANDIDATES ABOVE IS CONNECTED WITH ANY DIRECTORS, SENIOR MANAGEMENT,
SUBSTANTIAL SHAREHOLDERS OR CONTROLLING SHAREHOLDERS OF THE COMPANY.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CHINA SOUTHERN AIRLINES COMPANY LIMITED
By /s/ Su Liang
------------------------------------
Name: Su Liang
Title: Company Secretary
Date: April 30, 2004