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 26, 2005
published in two local newspapers in Hong Kong an announcement in Chinese and
English, respectively, concerning the latest update on the very substantial
acquisition and connected transaction of the Company. A copy of the English
announcement is included in this Form 6-K of the Company.
[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)
ANNOUNCEMENT
China Southern Airlines Company Limited (the "Company") and its directors (the
"Directors") warrant that the content of this announcement is true, accurate and
complete and are responsible for any false statement, misleading representation
and material omission herein. This announcement is made pursuant to Rule
13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited.
Reference is made to the announcement and circular of the Company, both dated
November 12, 2004, in relation to, among other things, a very substantial
acquisition and connected transaction of the Company where the Company, China
Southern Air Holding Company ("CSAHC"), China Northern Airlines Company
("Northern Airlines") and Xinjiang Airlines Company ("Xinjiang Airlines",
together with CSAHC and Northern Airlines as the "Vendors") entered into a sale
and purchase agreement (the "VSA Sale and Purchase Agreement") dated November
12, 2004 pursuant to which the Company agreed to acquire, and the Vendors agreed
to sell certain airlines and airlines-related operations, assets and properties
of Northern Airlines, Xinjiang Airlines and their respective subsidiaries, which
included aircraft, engines, spare parts, aviation equipment and facilities,
properties, office facilities, and other fixed, current and intangible assets
(the "Core Assets"). In addition, the Company will also assume all indebtedness
(the "Core Liabilities") owed by Xinjiang Airlines, Northern Airlines and their
respective subsidiaries in connection with their civil aviation business. The
Core Assets and the Core Liabilities were set out in the valuation reports on
the transfer of business and assets of Northern Airlines and Xingjiang Airlines
(Zhongqihuapingbaozi (2004) Report Nos. 149-1, 149-2) (the "Valuation Reports")
([Chinese Characters] [2004] [Chinese Characters] 149-1 [Chinese Characters]
149-2 [Chinese Characters]) dated December 31, 2003 and issued by China
Enterprise Appraisal Co., Ltd.
Under the VSA Sale and Purchase Agreement, the identity of the Core Assets to be
acquired and Core Liabilities to be assumed by the Company would be finalized in
the financial statements of the Core Assets of the Northern Airlines, Xinjiang
Airlines and their respective subsidiaries (the "Final Auditor's Report")
prepared in accordance with the People's Republic of China Accounting Rules and
Regulations and audited by KPMG Huazhen.
The provisional amounts of the consideration for the acquisition of the Core
Assets, and for the assumption of the Core Liabilities under the VSA Sale and
Purchase Agreement were set at RMB16,912,244,600 and RMB15,090,109,000
respectively. These amounts were arrived at after arm's length negotiations
between the parties, with reference to the valuation of the Core Assets and the
Core Liabilities as set out in the Valuation Reports.
Under the VSA Sale and Purchase Agreement, the provisional amounts of
consideration would be subject to adjustment and finalisation based on the book
values of the Core Assets and Core Liabilities, as of the date of the general
meeting of the shareholders of the Company to be held to approve the VSA Sale
and Purchase Agreement, as determined in the Final Auditor's Report. The
difference in the final adjusted values between the Core Assets and the Core
Liabilities would be settled by payment of cash into a bank account designated
by the Vendors.
At the second extraordinary general meeting of the Company in 2004 held on
December 31, 2004, the VSA Sale and Purchase Agreement and the transactions
thereunder were approved, and the VSA Sale and Purchase Agreement thereby became
effective.
As of the date hereof, the Core Assets and the relevant title documents under
the VSA Sale and Purchase Agreement have already been delivered by the Vendors
to the Company. The application for the issue of title certificates for
aircraft, motors and properties constituting parts of the Core Assets is in the
process.
On April 11, 2005, KPMG Huazhen issued its Final Auditor's Report numbered
KPMG-A(2005)ARNo.0231 and KPMG-A(2005)ARNo.0232 which identifies and sets out
the book values of the Core Assets and Core Liabilities as of December 31, 2004
at RMB15,397,524,000 and RMB13,438,191,000 respectively. Therefore, the final
adjusted consideration of the Core Assets is RMB15,397,524,000 and the final
adjusted consideration of Core Liabilities to be assumed is RMB13,438,191,000.
The Company will pay the difference in the final adjusted values between the
Core Assets and the Core Liabilities in cash into a bank account to be
designated by the Vendors.
By Order of the Board
SU LIANG
Company Secretary
Guangzhou, the People's Republic of China
April 25, 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 29, 2005