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 January, 2005
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.
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(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
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(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 January 31, 2005
published in two local newspapers in Hong Kong an announcement in Chinese and
English, respectively, concerning the general purchase agreement of aircraft
entered into by the Company. A copy of the English announcement is included in
this Form 6-K of the Company.
[LOGO] [CHINESE CHARACTERS]
CHINA SOUTHERN AIRLINES COMPANY LIMITED
(a joint stock limited company incorporated in the
People's Republic of China with limited liability)
(STOCK CODE: 1055)
ANNOUNCEMENT
The Company and all of its Directors hereby confirm the truthfulness, accuracy
and completeness of the content of this announcement and jointly and severally
accept full responsibility for any false representation, misleading statement or
material omission contained herein.
Pursuant to Article 111 of the Articles of Association of China Southern
Airlines Company Limited (hereinafter called the "Company"), the Board of
Directors of the Company (the "Board") considered and approved by way of written
resolutions regarding the execution of the general purchase agreement on the
import of Airbus A380 and Boeing B7E7 aircraft. A total of 14 out of the 15
Directors attended the Board meeting. Mr. Simon To, an independent non-executive
Director, did not participate in considering the resolution due to personal
reason. The above resolution was approved unanimously by the Directors present.
The format and procedure for passing the resolution was in accordance with the
Company Laws and the Company's Articles of Association.
On 28 January, 2005 (local time), China Aviation Supplies Import and Export
Corporation ("CASC"), as a sole import agent for aircraft companies registered
in China, signed, on behalf of several airlines in China, the general purchase
agreement on the import of Airbus A380 and Boeing B7E7 aircraft ("GPA") with
Airbus S.A.S. and the Boeing Company in Paris, France and Washington D.C., the
United States respectively. The Company, being one of the actual users of the
aircraft, was one of the signing parties in respect of the GPA for five Airbus
A380 aircraft and thirteen Boeing B7E7 aircraft (including three Boeing B7E7
aircraft for which Xiamen Airlines Company Limited was one of the signing
parties). To the best of the Directors' knowledge, information and belief having
made all reasonable enquiry, CASC, Airbus S.A.S. and the Boeing Company, as well
as their substantial shareholders and beneficial owners, are third parties
independent of the Company and connected persons (as defined in the Listing
Rules) of the Company, and are not connected persons of the Company.
The Company will be in negotiation with Airbus S.A.S. and the Boeing Company
regarding the purchase agreement on the above-mentioned five Airbus A380
aircraft and thirteen Boeing B7E7 aircraft respectively (the "Purchase
Agreements"). As at to the date of this Announcement, no Purchase Agreements
have been signed. Upon the successful negotiation and execution of the Purchase
Agreements, the Company will follow the necessary legal procedures and will make
the necessary disclosure in accordance with its Articles of Association and the
listing rules of the places in which the shares of the Company are listed.
The Directors of the Company believe that the purchase of the above aircraft is
in line
with the long-term development strategy of the Company, and will further expand
the flight service network and operating capacity of the Company, thereby
enhancing its ability to compete significantly in the industry. The Directors of
the Company further believes that the purchase is in the best interest of the
Company and its shareholders.
By order of the Board
SU LIANG
Company Secretary
Guangzhou, the People's Republic of China
29 January, 2005
As at the date of this announcement, the Directors of the Company include Liu
Shao Yong, Liu Ming Qi, Peng An Fa, Wang Quan Hua, Zhao Liu An, Zhou Yong Qian,
Zhou Yong Jin, Xu Jie Bo, Wu Rong Nan and Si Xian Min as executive Directors;
and Simon To, Peter Lok, Wei Ming Hai, Wang Zhi and Sui Guang Jun as independent
non-executive Directors.
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
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Name: Su Liang
Title: Company Secretary
Date: February 2, 2005