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 July, 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- .)
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China Southern Airlines Company Limited (the "Company") on July 27, 2004
published in local newspapers in Hong Kong an announcement in Chinese and
English, respectively, concerning the Assets Management Agreement dated July 22,
2004 between the Company, Zhong Zheng Wei Ye Investment Co., Ltd. and Centergate
Securities Co., Ltd. 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.
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(STOCK CODE: 1055)
ANNOUNCEMENT
This announcement is made by the Company pursuant to Rule 13.09(2) of
the Listing Rules.
The Company, Zhong Zheng and Centergate entered into the Assets
Management Agreement to appoint Centergate to manage and invest the
Assets. By entering into the Assets Management Agreement and effecting
the Appointment, the Board intends to raise the utilization rate of
the Company's capital, and to improve both the investment return and
the profits of the Company. The Board also believes that the terms of
the Assets Management Agreement and the amount of assets management
fee payable thereunder are fair and reasonable and in the interests of
the shareholders of the Company as a whole.
An announcement similar to this announcement is made by China Southern Airlines
Company Limited (the "Company") in the People's Republic of China (the "PRC")
pursuant to a request from the Stock Exchange of Shanghai. Pursuant to Rule
13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited (the "Listing Rules"), the Company is making this
announcement.
The board of directors of the Company (the "Board") hereby announces that on
July 22, 2004, the assets management agreement (the "Assets Management
Agreement") was entered into between the Company as an appointer, Zhong Zheng
Wei Ye Investment Co., Ltd. ("Zhong Zheng") as an appointer and Centergate
Securities Co., Ltd. ("Centergate") as an appointee. Zhong Zheng is an
investment company and its principal business is that of making investments
which are permissible under the PRC laws. Centergate is a securities company
licensed under the PRC laws to conduct securities trading and assets management
business. The Board confirms that, to the best of the Company's directors'
knowledge, information and belief, having made all reasonable enquiry, each of
Zhong Zheng and Centergate, and each of their respective beneficial owners, is
an independent third party and not a connected person (as defined in the Listing
Rules) of the Company.
Pursuant to the Assets Management Agreement, the Company and Zhong Zheng jointly
appoint Centergate (the "Appointment") to manage and invest certain assets of
the Company (the "Company Assets") and Zhong Zheng (the "Zhong Zheng Assets") in
accordance with the provisions of the Assets Management Agreement. The Company
Assets consist of RMB500 million cash and the Zhong Zheng Assets consist of
RMB75 million cash. Under the Assets Management Agreement, Centergate will only
make investments permissible under the PRC laws and in financial products with
high liquidity. The Board will also comply with the Listing Rules requirements
in respect of the investments made by Centergate.
The Appointment is effective from July 27, 2004 until July 26, 2005. Under the
Assets Management Agreement, if the investment return from the Company Assets is
6% or below, Centergate will not be entitled to any assets management fee. If
the investment return from the Company Assets is above 6%, Centergate will be
entitled to an assets management fee which is equivalent to a sum less than 60%
of any amount that is in excess of 6% annual return from investment of the
Company Assets. When the Appointment period ends, any assets management fee
payable to Centergate will be paid out of the portion of investment return
available for such payment under the Assets Management Agreement.
By entering into the Assets Management Agreement and effecting the Appointment,
the Board intends to raise the utilization rate of the Company's capital, and to
improve both the investment return and the profits of the Company. The Board
also believes that the terms of the Assets Management Agreement and the amount
of assets management fee payable thereunder are fair and reasonable and in the
interests of the shareholders of the Company as a whole.
The Board has approved the Assets Management Agreement and the Appointment
contemplated therein by way of a written approval in accordance with the
articles of association of the Company and the laws of the PRC.
By order of the Board
XU JIE BO
Director
Guangzhou, the People's Republic of China
July 26, 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.
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: July 28, 2004