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 22, 2005
published in two local newspapers in Hong Kong an announcement in Chinese and
English, respectively, concerning the purchase of five A380 aircraft from
Airbus. 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.
[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)
MAJOR TRANSACTION
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The Directors of the Company hereby announce that the Board had approved by
written resolutions the Airbus Aircraft Acquisition Agreement, pursuant to
which the Company entered into the Airbus Aircraft Acquisition Agreement with
Airbus and SAIETC for the purpose of acquiring five A380 aircraft from Airbus
on April 21, 2005. SAIETC is wholly owned by CSAHC, the controlling
shareholder of the Company holding approximately 50.30% equity interest in the
Company. SAIETC is therefore a connected person of the Company under the
Listing Rules.
The Directors believe that the acquisition of the Airbus Aircraft will further
improve the operating capacity of the Company, enhance its abilities to
provide premium services to its customers, and raise its ability to compete
significantly in the industry. Therefore, the Directors believe that the terms
of the Airbus Acquisition Agreement are fair and reasonable and in the
interests of the shareholders of the Company as a whole.
As the relevant percentage ratio for the Transaction with regards to the
Consideration Test under Rule 14.07 of the Listing Rules is above 25%, but
less than 100%, the Transaction constitutes a major transaction under the
Listing Rules and is therefore subject to approval by the Company's
shareholders under Rule 14.40 of the Listing Rules. No consideration is
payable under the Airbus Aircraft Acquisition Agreement by the Company to
SAIETC.
CSAHC and its associates are required to abstain from voting in respect of the
proposed resolution to approve the Transaction. The Transaction is also
required to be disclosed pursuant to the relevant rules and regulations of the
Shanghai Stock Exchange.
The Company will send a circular containing the information required under the
Listing Rules in relation to the Transaction within 21 days after the
publication of this announcement. A notice to shareholders of the Company
convening a general meeting of the shareholders to approve, among other
things, the Transaction will be dispatched to the shareholders of the Company
as soon as practicable.
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THE AIRBUS AIRCRAFT ACQUISITION AGREEMENT
The Board hereby announces that pursuant to article 111 of the articles of
association of the Company, the Board considered and approved by way of written
resolutions the following resolutions:
(a) the purchase of five A380 aircraft from Airbus;
(b) the execution of the Airbus Aircraft Acquisition Agreement to purchase the
five A380 aircraft; and
(c) the authorization of Liu Shao Yong, chairman of the Board, to execute the
Airbus Aircraft Acquisition for and on behalf of the Company.
All 15 Directors participated in considering and approving the written
resolutions. The format and procedure for passing the resolutions was in
accordance with the Company Laws of the People's Republic of China and the
Company's articles of association.
On April 21, 2005, the Company entered into the Airbus Aircraft Acquisition
Agreement with Airbus and SAIETC for the purpose of acquiring five A380 aircraft
from Airbus.
DATE
April 21, 2005.
PARTIES
(i) The Company, as the purchaser. The principal business activity of the
Company is that of civil aviation.
(ii) Southern Airlines (Group) Import and Export Trading Company as the import
agent. The principal business activity of SAIETC is that of the import and
export of aircraft and aviation equipment. SAIETC is wholly owned by
CSAHC, the
controlling shareholder of the Company holding approximately 50.30%
equity interest in the Company. SAIETC is therefore a connected person of
the Company under the Listing Rules.
(iii) Airbus SNC, a company incorporated in Toulouse, as the vendor. The
principal business activity of Airbus is that of aircraft manufacturing.
To the best of the Directors' knowledge, information and belief having
made all reasonable enquiry, each of Airbus and its ultimate beneficial
owners is a third party independent of the Company and its connected
persons (as defined in the Listing Rules) of the Company, and is not a
connected person of the Company.
AIRCRAFT TO BE ACQUIRED
Five Airbus A380 aircraft
CONSIDERATION
According to the information provided by Airbus, the market price of an A380
aircraft is approximately US$272.6 million. The aggregate consideration for the
Airbus Aircraft, which is payable wholly in cash by the Company to Airbus and
determined after arm's length negotiation between the parties, is lower than the
market price as provided by Airbus.
No consideration is payable under the Airbus Aircraft Acquisition Agreement by
the Company to SAIETC.
PAYMENT AND DELIVERY TERMS
The aggregate consideration for the acquisition of Airbus Aircraft is payable by
cash in instalments. The Airbus Aircraft will be delivered in stages to the
Company through the years 2007 to 2010.
SOURCE OF FUNDING
The Transaction will be wholly funded through commercial loans by commercial
banks. Such commercial banks are not and will not be connected persons (as
defined in the Listing Rules) of the Company. As of the date hereof, the Company
has not entered into any agreement with any of these commercial banks for
financing the Transaction.
IMPLICATIONS UNDER THE LISTING RULES
As the relevant percentage ratio for the Transaction with regards to the
Consideration Test under Rule 14.07 of the Listing Rules is above 25%, but less
than 100%, the Transaction constitutes a major transaction under the Listing
Rules and is therefore subject to approval by the Company's shareholders under
Rule 14.40 of the Listing Rules.
CSAHC and its associates are required to abstain from voting in respect of the
proposed resolution to approve the Transaction. The Transaction is also required
to be disclosed pursuant to the relevant rules and regulations of the Shanghai
Stock Exchange.
REASONS FOR THE TRANSACTION
The Directors believe that the acquisition of the Airbus Aircraft will further
improve the operating capacity of the Company, enhance its abilities to provide
premium services to its customers, and raise its ability to compete
significantly in the industry. Therefore, the Directors believe that the terms
of the Airbus Acquisition Agreement are fair and reasonable and in the interests
of the shareholders of the Company as a whole.
FURTHER INFORMATION
The Company will send a circular containing the information required under the
Listing Rules in relation to the Transaction within 21 days after the
publication of this announcement. A notice to shareholders of the Company
convening a general meeting of the shareholders to approve, among other things,
the Transaction will be dispatched to the shareholders of the Company as soon as
practicable.
DEFINITIONS
In this announcement, unless the context requires otherwise, the following terms
shall have the following meanings:
"Airbus" Airbus SNC, a company incorporated in Toulouse
"Airbus Aircraft" five A380 aircraft
"Airbus Aircraft the aircraft acquisition agreement dated April 21, 2005 pursuant to which
Acquisition Agreement" the Company and SAIETC have agreed to acquire and Airbus has agreed to
sell the Airbus Aircraft
"Board" the board of Directors
"Company" China Southern Airlines Company Limited
"CSAHC" China Southern Air Holding Company
"Directors" the directors of the Company
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"SAIETC" Southern Airlines (Group) Import and Export Trading Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Transaction" the acquisition of Airbus Aircraft under the Airbus Aircraft Acquisition
Agreement
By Order of the Board
SU LIANG
Company Secretary
Guangzhou, the People's Republic of China
April 21, 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 25, 2005