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, 2003
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- .)
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China Southern Airlines Company Limited (the "Company") on May 14, 2003
published in two local newspapers in Hong Kong an announcement in Chinese and
English concerning the resolutions passed at the 2002 Annual General Meeting. A
copy of each of the announcement is included in this Form 6-K of the Company.
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(CHINA SOUTHERN AIRLINES COMPANY LIMITED LOGO)
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
ANNOUNCEMENT OF
THE RESOLUTIONS OF THE ANNUAL GENERAL MEETING
ANNOUNCEMENT IS HEREBY MADE that the 2002 Annual General Meeting (the "AGM") of
China Southern Airlines Company Limited (the "Company") was held at 9:00 a.m.,
on Tuesday, May 13, 2003 at the Company's headquarters at the Baiyun
International Airport, Guangzhou, People's Republic of China ("PRC").
Shareholders and authorized proxies representing 2,258,006,126 shares in
aggregate equivalent to 66.92% of the total share capital of the Company,
attended the AGM, which is in compliance with the quorum required for the
holding of an annual general meeting under the PRC Company Law and the Articles
of Association of the Company.
The AGM adopted the following resolutions:
1. The Report of the Directors for the year 2002 was approved;
2. The Report of the Supervisory Committee for the year 2002 was approved;
3. The audited consolidated financial statements for the year 2002 were
approved;
4. The reappointment of KPMG as the international auditors and of KPMG
Huazhen as the PRC auditors of the Company for the year 2003, and the
authorization of the Board of Directors to determine the remuneration
thereof were approved;
5. The appointments of Messrs Liu Ming Qi, Peng An Fa, Wang Quan Hua,
Zhao Liu An, Zhou Yong Qian, Wang Zhi and Sui Guang Jun as directors of
the Company, and the authorization of the Board of Directors to determine
the remunerations of the new directors were approved;
6. The resignations of Messrs Li Feng Hua, Wang Shao Xi and Zhang Rui Ai as
directors of the Company were confirmed and approved;
7. The extension of time for the validity period of the resolutions (I) to
(VI) passed at the second Extraordinary General Meeting of the Company on
May 21, 2002 in relation to the A Share Issue for 1 year from May 21, 2003
was approved;
8. The extension of time for the validity period of the resolution
authorizing the Board of Directors to act and deal with all relevant
matters for and on behalf of the Company relating to the A share Issue for
1 year from May 21, 2003 was approved;
9. As a special resolution, the amendment to Article 2 of the Company's
Articles of Association was approved;
10. The authorization of the Board of Directors to take such actions on behalf
of the Company as it deems necessary to give effect to the special
resolution on amendment to Article 2 of the Company's Articles of
Association was approved.
China Southern Air Holding Company, as a shareholder being present at the AGM,
proposed that the ordinary resolution (8) and special resolution (10) regarding
the proposed change of the Company's registered address and the proposed
consequential changes to Article 3 of the Company's Articles of Association as
stated in the Revised and Restated Notice of Annual General Meeting dated March
24, 2003 be withdrawn from consideration and approval by the shareholders of the
Company at the AGM until further notice. The said proposal by China Southern Air
Holding Company was approved by the shareholders present at the AGM.
By order of the Board
SU LIANG
Company Secretary
Guangzhou, the People's Republic of China
May 13, 2003
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China Daily May 14, 2003
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: May 14, 2003