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 May, 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 May 5, 2004
published in two local newspapers in Hong Kong its announcement, in English and
Chinese, in relation to the delay in despatch of circular to the shareholders of
the Company. A copy of the English Announcement is included in this Form 6-K of
the Company.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this
announcement.
CHINA SOUTHERN AIRLINES COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of
China with limited liability)
(Stock Code: 1055)
MAJOR TRANSACTION
DELAY IN DESPATCH OF CIRCULAR
Reference is made to the announcement of the Company published in the newspaper
on April 13, 2004 in connection with the Airbus Aircraft Acquisition Agreement
and the Transaction contemplated therein, which constitutes a major transaction
of the Company under the Listing Rules. The despatch of the Circular will be
delayed from May 4, 2004 to a date on or before May 11, 2004.
Reference is made to the announcement of the Company published in the newspaper
dated April 13, 2004 (the "Announcement") in connection with the Airbus Aircraft
Acquisition Agreement and the Transaction contemplated therein, which
constitutes a major transaction of the Company under the Listing Rules. Unless
otherwise defined herein, all capitalized terms used herein shall have the same
meanings as defined in the Announcement.
In accordance with Rules 14.38 and 14.40 of the Listing Rules, a circular (the
"Circular") setting out the details of the Transaction is to be despatched to
shareholders within 21 days after publication of the Announcement. As additional
time will be required to finalize the Circular, in particular the financial
information for the financial year 2003 in the Circular, based on the audited
annual results 2003 of the Company published on April 26, 2004 and the annual
report 2003 of the Company despatched to its shareholders on April 30, 2004, the
Company has applied to the Stock Exchange for an extension of the date for
despatch of the Circular to the shareholders. The despatch of the Circular will
be delayed from May 4, 2004 to a date on or before May 11, 2004.
CSAHC, as the 50.30% controlling shareholder of the Company, has approved the
Transaction by way of a written approval pursuant to Rule 14.44 of the Listing
Rules. Accordingly, no special general meeting will be required for the approval
of the Transaction.
By order of the Board
Su Liang
Company Secretary
Guangzhou, the People's Republic of China
May 4, 2004
As at the date of this announcement, 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, Wu Rong Nan and Simon To 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
-------------------------------------
Name: Su Liang
Title: Company Secretary
Date: May 5, 2004