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
----- -----
(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 3, 2005
published in two local newspapers in Hong Kong an announcement in Chinese and
English, respectively, concerning the resolutions passed at the Second
Extraordinary General Meeting of the Company for the year 2004. 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 OF THE RESOLUTIONS PASSED AT THE
SECOND EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2004
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The Company and all members of its board of directors hereby confirm the
truthfulness, accuracy and completeness of the contents of this announcement
and jointly and severally accept full responsibility for any false
representation, misleading statement or material omission herein contained.
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Reference is made to the circular of China Southern Airlines Company Limited
(the "Company") dated 12 November, 2004 (the "Circular") regarding certain very
substantial acquisition and connected transactions of the Company. Unless
otherwise specified, terms used herein shall have the same meanings as defined
in the Circular.
The second Extraordinary General Meeting for the year 2004 (the "EGM") of the
Company was held at the Company's headquarters at No. 278, Ji Chang Road,
Guangzhou, Guangdong Province, the People's Republic of China (the "PRC") on 31
December, 2004. 13 shareholders and authorized proxies holding an aggregate of
3,082,080,792 shares carrying voting rights, which represented 70.46% of the
total share capital of the Company, were present at the EGM which was in
compliance with the requirements of the Company Law of the PRC and the
provisions of the Articles of Association of the Company. After consideration by
the shareholders and authorized proxies and through voting by way of a poll and
on a named basis, the following resolutions were passed at the EGM:
THE ORDINARY RESOLUTIONS:
1. The entering into of the sale and purchase agreement dated 12 November,
2004 between CSAHC, Northern Airlines and Xinjiang Airlines as vendors and
the Company as purchaser and the transactions contemplated thereunder, upon
the terms and subject to the conditions therein contained, were
unconditionally approved.
Total number of shares held by Independent Shareholders 872,122,792 shares
present at the EGM:
Votes in favour of the resolution (% of total number 870,784,942 shares (99.85%)
of shares held by Independent Shareholders present
at the EGM):
Votes against the resolution (% of total number of 1,337,850 shares (0.15%)
shares held by Independent Shareholders present at
the EGM):
As stated in the Circular, CSAHC and its associates, as connected persons
of the Company with material interest in Resolution 1, did not participate
in the voting of Resolution 1 and their shares were not counted towards the
relevant quorum. All shares held by the Independent Shareholders who voted
on Resolution 1 were tradable shares.
2. The entering into of the lease agreement dated 12 November, 2004 between
the Company and CSAHC, and the transactions contemplated thereunder, upon
the terms and subject to the conditions therein contained, were
unconditionally approved.
Total number of shares held by Independent Shareholders 882,080,792 shares
present at the EGM:
Votes in favour of the resolution (% of total number 880,742,942 shares (99.85%)
of shares held by Independent Shareholders present
at the EGM):
Votes against the resolution (% of total number of 1,337,850 shares (0.15%)
shares held by Independent Shareholders present at
the EGM):
As stated in the Circular, CSAHC and its associates, as connected persons
of the Company with material interest in Resolution 2, did not participate
in the voting of Resolution 2 and their shares were not counted towards the
relevant quorum. All shares held by the Independent Shareholders who voted
on Resolution 2 were tradable shares.
3. The entering into of the lease agreement dated 12 November, 2004 between
the Company, CSAHC and Northern Airlines, and the transactions contemplated
thereunder, upon the terms and subject to the conditions therein contained,
were unconditionally approved.
Total number of shares held by Independent Shareholders 882,080,792 shares
present at the EGM:
Votes in favour of the resolution (% of total number 880,762,942 shares (99.85%)
of shares held by Independent Shareholders present
at the EGM):
Votes against the resolution (% of total number of 1,317,850 shares (0.15%)
shares held by Independent Shareholders present at
the EGM):
As stated in the Circular, CSAHC and its associates, as connected persons
of the Company with material interest in Resolution 3, did not participate
in the voting of Resolution 3 and their shares were not counted towards the
relevant quorum. All shares held by the Independent Shareholders who voted
on Resolution 3 were tradable shares.
4. The entering into of the lease agreement dated 12 November, 2004 between
the Company, CSAHC and Xinjiang Airlines, and the transactions contemplated
thereunder, upon the terms and subject to the conditions therein contained,
were unconditionally approved.
Total number of shares held by Independent Shareholders 882,080,792 shares
present at the EGM:
Votes in favour of the resolution (% of total number 880,762,942 shares (99.85%)
of shares held by Independent Shareholders present
at the EGM):
Votes against the resolution (% of total number of 1,317,850 shares (0.15%)
shares held by Independent Shareholders present at
the EGM):
As stated in the Circular, CSAHC and its associates, as connected persons
of the Company with material interest in Resolution 4, did not participate
in the voting of Resolution 4 and their shares were not counted towards the
relevant quorum. All shares held by the Independent Shareholders who voted
on Resolution 4 were tradable shares.
5. The entering into of the catering agreement dated 12 November, 2004 between
the Company and the Catering Company, and the transactions contemplated
thereunder, upon the terms and subject to the conditions therein contained,
were unconditionally approved.
Total number of shares held by Independent Shareholders 882,080,792 shares
present at the EGM:
Votes in favour of the resolution (% of total number 880,760,492 shares (99.85%)
of shares held by Independent Shareholders present
at the EGM):
Votes against the resolution (% of total number of 1,320,300 shares (0.15%)
shares held by Independent Shareholders present at
the EGM):
As stated in the Circular, CSAHC and its associates, as connected persons
of the Company with material interest in Resolution 5, did not participate
in the voting of Resolution 5 and their shares were not counted towards the
relevant quorum. All shares held by the Independent Shareholders who voted
on Resolution 5 were tradable shares.
6. The entering into of the financial services agreement dated 12 November,
2004 between the Company and the Finance Company, and the transactions
contemplated thereunder, upon the terms and subject to the conditions
therein contained, were unconditionally approved.
Total number of shares held by Independent Shareholders 882,080,792 shares
present at the EGM:
Votes in favour of the resolution (% of total number 880,136,942 shares (99.78%)
of shares held by Independent Shareholders present
at the EGM):
Votes against the resolution (% of total number of 1,943,850 shares (0.22%)
shares held by Independent Shareholders present at
the EGM):
As stated in the Circular, CSAHC and its associates, as connected persons
of the Company with material interest in Resolution 6, did not participate
in the voting of Resolution 6 and their shares were not counted towards the
relevant quorum. All shares held by the Independent Shareholders who voted
on this Resolution were tradable shares.
7. The proposed resignation of Mr. Wang Chang Shun as a director of the
Company was approved.
Total number of shares held by shareholders present 3,082,080,792 shares(a)
at the EGM:
Votes in favour of the resolution (% of total number 3,080,782,992 shares(b) (99.96%)
of shares held by shareholders present at the EGM):
Votes against the resolution (% of total number of 1,297,800 shares(c) (0.04%)
shares held by shareholders present at the EGM):
(a) Out of which, 2.2 billion shares (71.38%) were non-tradable shares and
882,080,792 shares (28.62%) were tradable shares.
(b) Out of which, 2.2 billion shares (71.42%) were non-tradable shares and
880,782,992 (28.58%) shares were tradable shares.
(c) All of such shares were tradable shares.
8. The proposed election of Mr. Si Xian Min, as nominated by CSAHC in
accordance with the Articles of Association of the Company, as a director
of the fourth session of the Board of the Company was approved.
Total number of shares held by shareholders present 3,077,776,792 shares(a)
at the EGM:
Votes in favour of the resolution (% of total number 3,066,398,942 shares(b) (99.63%)
of shares held by shareholders present at the EGM):
Votes against the resolution (% of total number of 11,377,850 shares(c) (0.37%)
shares held by shareholders present at the EGM):
(a) Out of which, 2.2 billion shares (71.48%) were non-tradable shares and
877,776,792 shares (28.52%) were tradable shares.
(b) Out of which, 2.2 billion shares (71.75%) were non-tradable shares and
866,398,942 shares (28.25%) were tradable shares.
(c) All of such shares were tradable shares.
According to the requirements of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), KPMG was
appointed as the scrutineer in respect of votings at the EGM. Ms. Lu Hui, PRC
lawyer from Z&T Law Firm, attended the EGM and issued a legal opinion that the
convening of the EGM, the procedures for the holding of the EGM, the eligibility
of the persons who attended the EGM and the procedures for voting at the EGM are
in compliance with the PRC Company Law, the Opinion on the Regulation of the
Shareholders' Meeting of a Listed Company, and the Company's Articles of
Association, and that the resolutions passed at the EGM are lawful and valid.
By order of the Board
SU LIANG
Company Secretary
Guangzhou, the People's Republic of China
31 December, 2004
Note: The taking of the poll results was scrutinised by KPMG, Certified Public
Accountants, whose work was limited to the conduct of certain procedures
requested by the Company in accordance with the provisions of the Listing
Rules to confirm that the poll results summary prepared by the Company
were identical with the results shown in the poll forms collected and
provided by the Company to KPMG. The work performed by KPMG in this
respect did not constitute either an audit or a review made in accordance
with Hong Kong auditing standards nor did it include provision of any
assurance or advice on matters of legal interpretation or entitlement to
vote.
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: January 4, 2005