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 June, 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
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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 June 17,
2004 published in local newspapers in Hong Kong an announcement in Chinese and
English, respectively, concerning resolutions passed in a board meeting and a
Supervisory Committee meeting that held on June 16, 2004. A copy of the English
announcement is included in this Form 6-K of the Company.
ANNOUNCEMENT
The Directors of the Company hereby announce that, on June 16, 2004, the Board
held a Board meeting and the Supervisory Committee held a Supervisory Committee
meeting.
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.
On June 16, 2004, the fourth board of Directors (the "Board") held its first
Board meeting. The supervisory committee of the Company (the "Supervisory
Committee") also held its first Supervisory Committee meeting on June 16, 2004.
The Board meeting and the Supervisory Committee meeting were held in compliance
with the relevant provisions of the PRC Company Law and the Company's Articles
of Association.
A total of 13 out of the 15 Directors attended the Board meeting. Simon To, an
independent nonexecutive Director of the Company, appointed Yan Zhi Qing, a
Director of the Company, to vote on his behalf and Zhao Liu An, a Director of
the Company, appointed Wang Quan Hua, a Director of the Company, to vote on his
behalf. The Directors who attended the Board meeting passed the following
resolutions:
1. elected Yan Zhi Qing as the Chairman of the Board, and Liu Ming Qi and Wang
Chang Shun as the Vice Chairmen of the Board;
2. appointed Simon To, Peter Lok, Wang Zhi and Sui Guang Jun as the members and
Wei Ming Hai as the organizer of the Auditing Committee of the Board;
3. appointed Wei Ming Hai and Wang Quan Hua as the members and Sui Guang Jun as
the organizer of the Remuneration Committee of the Board;
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4. appointed the Chairman and Vice Chairmen of the Board, Chief Financial
Officer, Company Secretary, Chief Legal Consultant and the persons in charge of
the Strategy Department, Finance Department and Audit Department as the members
and the President as the organizer of the Information Disclosure Management
Committee;
5. engaged Wang Chang Shun as the President; Jiang Ping, Li Kun, Yuan Xin An,
Zheng En Ren, Hao Jian Hua and Xu Jie Bo as the Vice President; Xu Jie Bo as the
Chief Financial Officer; Hao Jian Hua as the Chief Pilot; Yuan Xin An as the
Chief Engineer; Su Liang as the Company Secretary and Chen Wei Hua as the Chief
Legal Consultant.
The independent non-executive Directors confirmed that the candidates for, and
the procedures for nomination and appointment of such candidates as the
President, Vice President, Chief Financial Officer and Company Secretary comply
with the requirements of the PRC Company Law and the Company's Articles of
Association. The independent non-executive Directors agreed with the appointment
of these candidates for their respective posts.
All the supervisors attended the Supervisory Committee meeting and passed the
following resolution:
1. elected Sun Xiao Yi as the Chairman of the Fourth Supervisory Committee.
By order of the Board
SU LIANG
Company Secretary
Guangzhou, the People's Republic of China
June 16, 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 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.
"Please also refer to the published version of this announcement in China Daily"
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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: June 17, 2004