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, 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 April 26, 2005
published in two local newspapers in Hong Kong an announcement in Chinese and
English, respectively, concerning the board and supervisory committee meetings
of 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
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The Directors of the Company hereby announce that, on April 25, 2005, the
Board held a Board meeting and the Supervisory Committee held a Supervisory
Committee meeting.
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On April 25, 2005, the board (the "Board") of directors (the "Directors") held a
board meeting which was convened by Mr. Liu Shao Yong, the chairman of the
Board, in accordance with the Articles of Association and Rules of Procedures
for Board of Directors of the Company. The supervisory committee of the Company
(the "Supervisory Committee") also held a Supervisory Committee meeting on the
same date in accordance with the Articles of Association of the Company.
A total of 12 out of the 15 Directors attended the Board meeting. The three
Directors who did not attend were Mr. Peng An Fa, Mr. Wang Quan Hua and Mr. Wei
Ming Hai. Mr. Peng An Fa, an executive Director, appointed another executive
Director, Mr. Zhao Liu An, to vote on his behalf; Mr. Wang Quan Hua, an
executive Director, appointed another executive Director, Mr. Zhou Yong Qian, to
vote on his behalf; and Mr. Wei Ming Hai, an independent non-executive Director
of the Company, appointed Mr. Xu Jie Bo, an executive Director, to vote on his
behalf. The Directors who attended the Board meeting passed the following
resolutions:
1. the full text and summary of the 2004 annual report, the annual results
announcement for the year 2004 of the Company and their publication on
April 25, 2005 were considered and approved;
2. the Report of the Directors for the year 2004 was considered and approved;
3. the audited consolidated financial statements of the Company and its
subsidiaries for the year 2004 were considered and approved;
4. the profit distribution proposal for the year 2004 was considered and
approved: based on the financial statements prepared in accordance with the
People's Republic of China ("PRC") Accounting Rules and Regulations, and
audited by KPMG Huazhen, as at December 31, 2004, the Company recorded a
net profit of approximately RMB103,000,000. Having taken into account the
cash flow and operation status of the Company, the Board did not recommend
the payment of a final dividend for the year 2004. Balance of profits for
the year 2004 not distributed to shareholders of the Company during the
period would be carried forward to next year, and no capitalization of
capital common reserve fund would be made for the period. Furthermore, the
Company would allocate 10% of the statutory surplus reserve fund and 5% of
the statutory public welfare fund, the remaining amount will be used as the
Company's operational current funds. The independent non-executive
Directors of the Company have considered and approved the profit
distribution proposal as it is suitable to the Company's development
requirements;
5. the appointment of each of KPMG as the international auditors and KPMG
Huazhen as the PRC auditors of the Company was considered and approved; and
6. the approved resolutions numbered 2 to 5 above, the resolutions previously
passed by the Board of Directors to approve: (a) the operating lease of the
Company to lease five Boeing B737-700, five Boeing B737-800, five Airbus
A320-200 and 10 Airbus A321-200 aircraft from ILFC Ireland Limited (as
disclosed in the announcement of the Company dated March 21, 2005); and (b)
the acquisition by the Company of five Airbus A380 aircraft (as disclosed
in the announcement of the Company dated April 21, 2005) be proposed to the
2004 annual general meeting of the Company for approval.
Two out of three supervisors (the "Supervisors") attended the Supervisory
Committee. Mr. Sun Xiao Yi appointed Ms. Yang Yi Hua to vote on his behalf. The
Supervisors who attended the Supervisory Committee meeting passed the following
resolutions:
1. the Board proposed resolution numbered 1 above was approved;
2. the Board proposed resolutions numbered 3, 4 and 5 above were approved;
3. the Report of Supervisory Committee for the year 2004 was considered and
approved; and
4. the Supervisory Committee be authorized to propose the approved Supervisory
Committee resolutions numbered 2 and 3 above to the 2004 annual general
meeting of the Company for approval.
By order of the Board
SU LIANG
Company Secretary
Guangzhou, the People's Republic of China
April 25, 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: April 29, 2005