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 29, 2005
published in two local newspapers in Hong Kong its announcement, in English and
Chinese, on the notice of 2004 Annual General Meeting. 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)
NOTICE OF 2004 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that pursuant to the resolutions passed by the Board of
Directors of China Southern Airlines Company Limited (the "Company") at the
Board Meeting held on 25 April, 2005, the 2004 Annual General Meeting of the
Company will be held at the headquarters of China Southern Airlines Company
Limited, No. 278 Ji Chang Road, Guangzhou, Guangdong Province, the PRC at 9:00
a.m., on 15 June, 2005 for the following purposes:
I. TO EXAMINE AND APPROVE THE FOLLOWING RESOLUTIONS AS ORDINARY RESOLUTIONS:
1. Report of the Directors of the Company for the year 2004;
2. Report of the Supervisory Committee of the Company for the year 2004;
3. Audited consolidated financial statements of the Company for the year
2004;
4. Profit distribution budget of the Company for the year 2004;
5. Appoint KPMG as the international auditors of the Company for the year
2005 and KPMG Huazhen as the PRC auditors of the Company for the year
2005 and authorize the Board to determine their remuneration;
6. The operating lease of 5 Boeing B737-700, 5 Boeing B737-800, 5 Airbus
A320-000 and 10 Airbus A321-200;
7. Proposal of the Board of Directors for amendments to the "Rules of
Procedures for Shareholders' General Meetings" as stated below;
a. Article 2 of the "Rules of Procedures for Shareholders' General
Meetings" shall be replaced by the following provision:
"ARTICLE 2 The Shareholders' General Meeting is the organ of
authority of the Company and shall exercise the following
functions and powers in accordance with law:
(1) to decide on the Company's operational policies and
investment plans;
(2) to elect and replace directors and decide on matters
relating to the remuneration of directors;
(3) to elect and replace the supervisors who are representatives
of shareholders and decide on matters relating to the
remuneration of supervisors;
(4) to examine and approve reports of the Board of Directors;
(5) to examine and approve reports of the supervisory committee;
(6) to examine and approve the Company's proposed annual
preliminary and final financial budgets;
(7) to examine and approve the Company's profit distribution
plans and plans for making up losses;
(8) to decide on increases or reductions in the Company
registered capital;
(9) to decide on matters such as merger, division, dissolution
and liquidation of the Company;
(10) to decide on the issue of debentures by the Company;
(11) to decide on matters relating to external security according
to the relevant provisions of the Articles of Association of
the Company;
(12) to decide on the appointment, dismissal and disengagement of
the accountants of the Company;
(13) to amend these Articles of Association;
(14) to consider motions raised by shareholders who represent 5
percent or more of the total shares of the Company carrying
the right to vote;
(15) to decide on other matters which require resolutions of the
shareholders in Shareholders' General Meeting according to
relevant laws, administrative regulations and provisions of
the these Articles of Association;
(16) to decide on matters which the Board of Directors may be
authorized or delegated to deal with by the shareholders in
Shareholders' General Meeting;
(17) to consider and approve significant acquisition, disposal
and replacement of assets of the Company (the standards
shall be fixed in accordance with the rules of the stock
exchange of the listing place).
b. Article 12 of the "Rules of Procedures for Shareholders' General
Meetings" shall be replaced by the following provision:
"ARTICLE 12 A notice of meeting of shareholders shall meet the
following requirements:
(1) be in writing;
(2) specify the place, the date and time of the meeting;
(3) state the matters to be discussed at the meeting;
(4) provide such information and explanation as are necessary
for the shareholders to make an informed decision on the
proposals put before them. Without limiting the generality
of the foregoing, where a proposal is made to amalgamate the
Company with another, to repurchase shares, to reorganize
the share capital, or to restructure the Company in any
other way, the terms of the proposed transaction must be
provided in detail together with copies of the proposed
agreement, if any, and the cause and effect of such proposal
must be properly explained;
(5) contain a disclosure of the nature and extent, if any, of
the material interests of any director, supervisor,
president or other senior administrative officer in the
proposed transaction and the effect of the proposed
transaction on them in their capacity as shareholders in so
far as it is different from the effect on the interests of
the shareholders of the same class;
(6) contain the full text of any special resolution to be
proposed at the meeting;
(7) contain conspicuously a statement that a shareholder
entitled to attend and vote is entitled to appoint one or
more proxies to attend and vote instead of him and that a
proxy need not be a shareholder;
(8) specify the time and place for lodging proxy forms for the
relevant meeting.
Where the Company convenes the Shareholders' General Meeting and
provides shareholders with online voting, the time and voting
procedures of online voting and the matters to be considered and
approved.";
c. Article 20 of the "Rules of Procedures for Shareholders' General
Meetings" shall be replaced by the following provision:
"ARTICLE 20 The Company shall, subject to the Shareholders'
General Meetings being legally and validly held and availability
of corresponding conditions, encourage a higher proportion of
participation of public shareholders in Shareholders' General
Meetings through various means, including using modern
information technology to establish an online voting platform.";
d. Article 21 of the "Rules of Procedures for Shareholders' General
Meetings" shall be replaced by the following provision:
"ARTICLE 21 In order to protect the interests of public
shareholders in good faith, the Company shall provide an online
voting system for the shareholders to exercise their voting right
at the Shareholders' General Meeting so far as the condition
permits. On a voting by poll on the matters mentioned in Article
53 at the Shareholders' General Meeting, online voting shall be
adopted therefore.
Where online voting is adopted for the Shareholders' General
Meeting, all shareholders whose names appear on the register of
members on the record date for the purpose of the Shareholders'
General Meeting, are entitled to exercise their voting rights
through the online voting system of the Shareholders' General
Meeting, provided that the voting right of the same shares shall
be exercised only by one of the following ways: on-the-spot
voting, online voting or otherwise as specified.
Where online voting is adopted for the Shareholders' General
Meeting, it shall be conducted in accordance with the relevant
laws, regulations and rules.";
e. Article 22 of the "Rules of Procedures for Shareholders' General
Meetings" shall be replaced by the following provision:
"ARTICLE 22 The Board of Directors, independent directors and
shareholders who meet the relevant requirements may solicit from
other shareholders their voting rights in Shareholders' General
Meetings. The solicitation shall be without consideration and
information shall be fully disclosed to such shareholders.";
f. Article 23 of the "Rules of Procedures for Shareholders' General
Meetings" shall be replaced by the following provision:
"ARTICLE 23 A motion of a Shareholders' General Meeting is a
discussion paper of a specific matter which shall be discussed in
a Shareholders' General Meeting and shareholders shall resolve on
the specific motion in a Shareholders' General Meeting.
At a Shareholders' General Meeting of the Company, shareholders
who individually or jointly hold 5% or more of the Company's
voting shares shall have the right to propose new motions.
Shareholders individually or jointly holding 5% of the total
voting shares of the Company or the Supervisory Committee may put
forward an extempore motion at annual general meetings. If the
extempore motion concerns matters not listed in the notice of
Board Meeting but falls into the scope of matters listed in
Article 96, the proposing party shall submit the motion to the
Board not less than 10 days before the convening of the
Shareholders' General Meeting for announcement by the Board of
Directors upon their approval.
Where the principal shareholder proposes a new motion on profit
distribution, the motion shall be submitted to the Board not less
than 10 days before holding of the annual general meeting for
announcement by the Board. If the motion is submitted less than
10 days before the annual general meeting, the principal
shareholder may not propose the new profit distribution motion at
the current annual general meeting.
If online voting is adopted by the Company for the annual general
meeting, the extempore motion so proposed shall be announced by
the Board of Directors at least 10 days in advance. Any extempore
motion proposed at the Shareholders' General Meeting or other
extempore motions which have not been announced shall not be
included in the agenda of the Shareholders' General Meeting.
Apart from the above, other motions may be proposed to the Board
for its announcement before the annual general meeting or may be
proposed at the annual general meeting directly.";
g. Article 24 of the "Rules of Procedures for Shareholders' General
Meetings" shall be replaced by the following provision:
"ARTICLE 24 A motion proposed at Shareholders' General Meetings
shall satisfy the following criteria:
(1) The substance of the motion proposed shall be in compliance
and not conflict with laws, administrative regulations and
the requirements set forth in the Company's Articles of
Association, and shall fall within the scope of business of
the Company and the functions of Shareholders' General
Meetings;
(2) There is a clear subject of discussion and a specific
resolution;
(3) The motion shall be submitted or delivered to the Board of
Directors in writing.";
h. Article 53 of the "Rules of Procedures for Shareholders' General
Meetings" shall be replaced by the following provision:
"ARTICLE 53 Unless otherwise provided, the following matters
shall not be implemented or applied for unless they have been
approved by all the shareholders of the Company at the
Shareholders' General Meeting and have been passed by more than
half of the public shareholders with voting rights present at the
Shareholders' General Meeting:
Any issue of new shares by the Company to the public (including
issue of overseas listed foreign shares or share of other
natures), issue of convertible debentures, placing of shares to
existing shareholders (except in such placing where the
controlling shareholders have provided an undertaking to fully
subscribe for the shares in cash before the Shareholders' General
Meeting is convened);
Major asset restructuring in which the assets will be acquired at
a total price which is 20% higher than the audited net book value
of such assets;
Repayment of debts due to the Company by any shareholder using
his shares of the Company;
Overseas listing of any significant subsidiary of the Company;
Other relevant issues which may have a material impact on the
interests of the public shareholders in the development of the
Company.
Where the Company makes an announcement on the resolutions of the
Shareholders' General Meeting about any issue mentioned above,
the announcement shall set out the number of the public
shareholders voting at the Shareholders' General Meeting, the
number of shares they held and its percentage in the total number
of shares held by the public shareholders, the voting result and
shareholdings of the ten largest public shareholders voting at
the Shareholders' General Meeting and the results of their votes.
Where the Company convenes a Shareholders' General Meeting to
consider and approve any issue mentioned above, it shall provide
the shareholders with an online voting system.";
i. Article 54 of the "Rules of Procedures for Shareholders' General
Meetings" shall be replaced by the following provision:
"ARTICLES 54 Where any event referred to in the preceding Article
53 occur, after the notice of Shareholders' General Meeting has
been issued, the Company shall issue a notice of the
Shareholders' General Meeting again within three days from the
date of shareholding registration.";
j. Article 55 of the "Rules of Procedures for Shareholders' General
Meetings" shall be replaced by the following provision:
"ARTICLE 55 Annual General Meetings or extraordinary
shareholders' meetings held at the request of shareholders and
the Supervisory Committee shall not adopt voting by way of
written resolutions. Extraordinary general meetings held for
other reasons may vote by way of written resolutions, except for
the following matters:
(1) Increase or decrease in the Company registered capital;
(2) Any issue of debentures by the Company;
(3) Merger, division, dissolution and liquidation of the
Company;
(4) Any amendment to the Articles of Association;
(5) plan for distribution of profits and recovery of losses;
(6) Appointment and removal of members of the Board of Directors
and the supervisory committee;
(7) Change in application of raised funds;
(8) Connected transactions that shall be considered and examined
by the Shareholders' General Meeting;
(9) acquisition and disposal of assets that shall be considered
and examined by the Shareholders' General Meeting;
(10) Change of accounting firms;
(11) Other matters that shall not be voted by way of written
resolutions as provided by these Articles of Association.";
k. Article 56 of the "Rules of Procedures for Shareholders' General
Meetings" shall be replaced by the following provision:
"ARTICLE 56 The nominee list of Directors and Supervisors of the
Company shall be submitted to the Shareholders' General Meeting
for resolution. The Board of Directors shall simultaneously
provide shareholders with bibliographical details and basic
information about nominees of Directors and Supervisors.";
l. Article 57 of the "Rules of Procedures for Shareholders' General
Meetings" shall be replaced by the following provision:
"ARTICLE 57 After issue of notice of Shareholders' General
Meeting by the Company about election of Directors and
Supervisors, shareholders holding or aggregately holding 1% or
more of shares with voting rights of the Company may propose
nominees of Directors and Supervisors before the Shareholders'
General Meeting for review by the Board of Directors in
accordance with the procedures for amendments to proposals of
Shareholders' General Meeting before submission to Shareholders'
General Meeting for examination.";
m. Article 59 of the "Rules of Procedures for Shareholders' General
Meetings" shall be replaced by the following provision:
"ARTICLE 59 Method of voting:
(1) disclosed ballot;
(2) the right to vote by hand on resolutions which ballot is not
necessary;
(3) unconditional ballot, that is, no additional conditions are
attached to voting;
(4) a resolution shall be made after voting.
The following issues shall be approved by vote on a poll under
the supervisor's supervision at Shareholders' General Meeting:
(1) connected transactions;
(2) transactions that shall be approved by independent
shareholders;
(3) options granted to major shareholders or independent
directors or any other related parties; and
(4) any other transactions in which shareholders are materially
interested and accordingly are required to refrain from
voting at Shareholders' General Meeting.
Notwithstanding the above regulations, unless a poll is
demanded before or after any vote by show of hands, at any
general meeting of shareholders, a resolution shall be
decided on a show of hands if not expressly required to be
decided by a poll:
(1) by the chairman of the meeting;
(2) by at lease two shareholders entitled to vote present
in person or by proxy;
(3) by one or more shareholders present in person or by
proxy and representing 10 per cent or more of all
shares carry the rights to vote at the meeting.
Unless a poll be so demanded, a declaration by the chairman that
a resolution has on a show of hands been carried unanimously, or
carried by a particular majority, or lost, and an entry to that
effect in the minutes of the meeting shall be conclusive evidence
of the fact without proof of the number or proportion of the
votes recorded in favor of or against such resolution.
The demand for a poll may be withdrawn by the person who makes
such demand."
Where online voting is provided at the Shareholders' General
Meeting of the Company concurrently, the number of votes by
Shareholders or their appointed representatives through online
voting system of the Shareholders' General Meeting shall be taken
into the total number of votes of the Shareholders' General
Meeting together with the number of votes on site of the meeting
and by other mean as specified."
8. Proposal of the Board of Directors for amendments to the "Rules of
Procedures for Board of Directors" as stated below;
a. Article 12 of "Rules of Procedures for Board of Directors" shall
be replaced by the following provision:
"ARTICLE 12 Where a director's resignation results in the number
of directors being less than the quorum, the written resignation
of such directors shall become effective only when the vacancy
arising from his resignation has been filled by new directors.
The Board of Directors consisting of the remaining directors
shall convene a Shareholders' General Meeting as soon as possible
to elect a new director to fill the vacancy arising from the
resignation of such directors. The power of the resigning
director and the Board of Directors consisting of the remaining
directors shall be subject to due restrictions until the
Shareholders' General Meeting has made a resolution in respect of
the re-election of the directors.
Where directors leave the Company before expiry of their terms of
office, they shall compensate the Company for any losses arising
from their unauthorized resignation.";
b. Article 15 of "Rules of Procedures for Board of Directors" shall
be replaced by the following provision:
"ARTICLE 15 The Company shall not in any manner pay taxes for or
on behalf of a director, supervisor, president or other senior
administrative officer.";
c. Article 18 of "Rules of Procedures for Board of Directors" shall
be replaced by the following provision:
"ARTICLE 18 The Company shall have independent directors. The
independent directors shall have no other position in the Company
(other than as director of the Company), and shall not be in any
relationship with the Company or its major shareholders that will
impair their independent and objective judgment.
The Board of Directors shall comprise more than one-thirds of
independent directors, of which at least one director shall be
accounting professional. Independent directors shall perform the
fiduciary duties and protect the interests of the Company, and in
particular, they shall protect the legal interests of public
shareholders from any loss.";
d. Article 21 of "Rules of Procedures for Board of Directors" shall
be replaced by the following provision:
"ARTICLE 21 To facilitate the independent directors in performing
their function more efficiently, the independent directors shall
have the following special powers, in addition to having those
powers granted by the Company Law and other relevant laws and
regulations to directors:
(i) connected transactions of which the aggregate consideration
is in compliance with the relevant provisions of the
existing listing rules and other supervisory regulation in
places where the Company is listed, engaging or disengaging
accounting firms, shall first be approved by the
independent directors before submission to the Board of
Directors for discussion. Before making the decision with
respect to such transactions, the independent directors may
engage a professional institution to prepare independent
financial advisor's reports as a basis of their decision;
(ii) propose to the Board of Directors with respect to engaging
or disengaging accounting firms;
(iii) propose to the Board of Directors with respect to the
convening of extraordinary shareholders' meetings;
(iv) propose the convening of board meetings;
(v) engage external auditing firms or consultancy firms;
(vi) publicly solicit and collect proxies before the convening
of the Shareholders' General Meetings.
The independent director shall obtain the consent of over half of
the independent directors in exercising any of the above powers,
among which (v) requires the consent of all of the independent
directors.";
e. Article 22 of "Rules of Procedures for Board of Directors" shall
be replaced by the following provision:
"ARTICLE 22 In addition to the above obligation, the independent
directors shall provide their independent opinions to the Board
of Directors or the Shareholders' General Meeting on the
following matters:
(1) nomination, appointment and removal of directors;
(2) appointment and dismissal of senior administrative officers;
(3) remuneration of directors and senior administrative
officers;
(4) newly occurred transactions, loans and other forms of fund
transfer between the Company and its shareholders, actual
controllers or their affiliates, the aggregate amount of
which is in compliance with the relevant provisions of the
existing listing rules and other supervisory regulations in
places where the Company is listed, and whether the Company
has taken effective measures to collect the amounts due;
(5) matters which may harm the interests of the minority
shareholders;
(6) matters which the Board of Directors has not put forward
cash profit distribution proposal;
(7) matters relating to security provided to external parties by
the Company;
(8) other matters provided for in these Articles of Association.
The independent directors shall choose to provide any of the
following opinions in respect of the above matters: agree,
reserve opinion and the reasons therefor, dissent and the reasons
therefor; unable to comment and the reasons therefor.
If the matters concerned fall under those which require
disclosure, the company shall publicly disclose the opinions of
the independent directors. If the independent directors cannot
reach a consensus, the Company shall publicly disclose the
opinions of each of the independent directors.";
f. Article 23 of "Rules of Procedures for Board of Directors" shall
be replaced by the following provision:
"ARTICLE 23 Independent directors shall attend the meetings of
the Board of Directors as scheduled, have an understanding of the
production and operation of the Company, take initiative to
conduct investigation and obtain information necessary for
decision-making. Independent directors shall submit their report
to the annual general meeting of the Company, describing the
discharge of their duties.";
g. Article 28 of "Rules of Procedures for Board of Directors" shall
be replaced by the following provision:
"ARTICLE 28 Nomination, Election and Replacement of Independent
Directors:
(1) The Board of Directors, the supervisory committee, and
shareholder(s) of the Company who alone or jointly with
other persons hold(s) more than 5% of the issued shares of
the Company shall have the right to nominate candidates as
independent directors, and the nominated candidates shall
become independent directors by election at a Shareholders'
General Meeting.
(2) The nominator shall have the approval of the proposed
candidate for the nomination before making a nomination. The
nominator shall have adequate knowledge of the profession,
education, professional title and detailed work experience
of the nominee as well as status of all his part-time jobs.
The nominator shall also comment on the qualification and
independence of the nominee as an independent director. The
nominee shall make a public statement disclaiming any
relationship between him and the Company that will affect
his independent judgment. Before the shareholders meeting
for the election of independent directors, the Company's
Board of Directors shall announce the above information in
accordance with relevant provisions.
(3) Before convening the Shareholders' General Meeting for the
election of independent directors, the Company shall submit
relevant materials of all the nominees to the China
Securities Regulatory Commission and its local office as
well as the stock exchange at which the Company's shares are
listed. Dissenting opinions of the board with regard to the
nominees shall also be submitted. Nominees of independent
directors objected by China Securities Regulatory Commission
may be candidates of the directors of the Company but not as
candidates of independent directors of the Company. At the
Shareholders' General Meeting for the election of
independent directors, the Board of Directors shall make
clear whether the nominees of independent directors are
objected to by China Securities Regulatory Commission.
(4) The term of office of the independent directors is the same
as that of the other directors. Successive terms are allowed
upon the expiration of the term, but may not be extended to
more than 6 years.
(5) An independent director who fails to attend in person three
consecutive board meetings shall be deemed as unable to
perform his duties and shall be replaced upon the proposal
of the board to the Shareholders' General Meeting.
Independent directors shall not be dismissed without just
cause before the expiration of his term, unless the above
condition or any of the conditions specifying the
disqualification of a director under the Company Law has
occurred. When an independent director is dismissed, the
Company shall disclose the dismissal as a special
discloseable matter and shall give reasons for the
dismissal. The independent director may make a public
statement if he thinks that such a dismissal is without
justification.
(6) Independent directors may resign before the expiration of
their term. The resigning independent director shall submit
written resignation to the Board of Directors. The written
resignation shall contain explanations on matters related to
his resignation or any other matters which in his opinion,
should be brought to the notice of the shareholders and
creditors of the Company. In the event that due to the
resignation of an independent director the number of
independent directors or a member of the board falls below
the percentage required by the Articles of Association, the
resignation of such independent director shall be effective
only after a new independent director has been appointed to
fill up the vacancy. The Board of Directors shall hold the
Shareholders' General Meeting to reappoint independent
directors within two months. Where Shareholders' General
Meeting is not convened within this period, independent
directors may cease to perform their duties.";
h. Article 36 of "Rules of Procedures for Board of Directors" shall
be replaced by the following provision:
"ARTICLE 36 When the Board of Directors votes on matters relating
to the relevant connected transactions, in the event that the
number of voting directors is less than half of total number of
all directors after unrelated directors refrain from voting, all
directors (including unrelated directors) shall vote on the
procedures for the connected transactions to be submitted to the
Shareholders' General Meeting for approval, and the relevant
resolutions relating to such transactions shall be approved at
the Shareholders' General Meeting, and an announcement stating
the opinions of independent directors shall be made separately";
II. TO CONSIDER AND APPROVE THE FOLLOWING RESOLUTIONS AS SPECIAL RESOLUTION
1. Proposals of the Board of Directors for amending the Articles of
Association of the Company as stated below be and is hereby approved,
and the Board of Directors is authorized to amend appropriately the
wordings of the following amendment proposals and to deal with any
other matters as required by any PRC relevant auditing authorities and
the listing rules of any stock exchange in which the securities of the
Company are listed:
a. The original Article 58 of the "Articles of Association" shall be
followed by the following new provisions:
"CHAPTER 8 Shareholders' Rights and Obligations
ARTICLE 58 The controlling shareholders of the Company shall
assume the following obligations for the Company:
(1) The controlling shareholders and the Company shall implement
separation of personnel, assets and finance and independence
between organs and business of the Company;
(2) The controlling shareholders shall respect decisions made by
Shareholders' General Meeting and the Board of the Company,
and shall not bypass the Shareholders' General Meeting or
the Board in interfering with the decisions made and
production and operation activities carried out legally by
the Company;
(3) The controlling shareholders shall nominate candidates of
the Company's directors and supervisors in accordance with
laws and regulations and the Company's Articles of
Association. Nominated candidates of directors and
supervisors shall have the relevant knowledge and capacity
of decision-making and supervision. The controlling
shareholders shall not execute any approval procedure
relating to the appointment of members of the Board of
Directors or appointment of personnel at the Shareholders'
General Meeting, or bypass Shareholders' General Meeting and
Board of Directors in employing/dismissing any senior
managerial officers of the Company; The controlling
shareholders shall not interfere with the employment and
dismissal and use of any senior managerial officers of the
Company;
(4) The controlling shareholders shall not take advantage of
asset restructuring or otherwise to harm the legal interests
of the Company and other shareholders, and shall not exploit
their special position to obtain additional benefits;
(5) The controlling shareholders shall abide by the provisions
about abstaining from decision on connected transactions of
the Company;
(6) The controlling shareholders and their related companies
shall avoid direct competition with the Company;
(7) The controlling shareholders shall ensure that relevant
information provided to the Company is true, accurate and
complete, and ensure that the Company can legally perform
disclosure obligation to public investors;
(8) When exercising voting rights, the controlling shareholders
shall not make decisions which harm the legal interests of
the Company and other shareholders.";
ARTICLE 59 The controlling shareholders and beneficial controller
of the Company shall have the obligations to act in good faith
towards the Company and public shareholders of the Company. The
controlling shareholders shall by law strictly exercise their
rights as contributors. The controlling shareholders shall not
take advantage of connected transactions, profit distribution,
asset restructuring, external investment, capital appropriation
and loan guarantee to the detriment of the legal interests of the
Company and public shareholders, nor shall they exploit their
position as controlling shareholders to harm the interests of the
Company and public shareholders.";
ARTICLE 60 Written agreements shall be made in respect of
connected transactions between the Company and a connected
person, which shall be in line
with the principles of equality, voluntariness and fair
consideration. Connected transactions shall be made on normal
commercial terms, and the consideration must be comparable with
those provided by independent third parties in the market.
The Company shall take effective measures to prevent its
connected persons from interfering with the operations of the
Company and damaging the Company's benefits by way of
monopolizing its purchase and sales channels.
The Company shall take effective measures to prevent shareholders
and its connected parties from misappropriating or transferring
the Company's funds, assets or other resources in whatever
manner.";
b. Unless otherwise specified, wordings in sections subsequent to
the original Article 58 of the "Articles of Association" are kept
the same except that item numbers of articles are deferred. The
original Article 59 of the "Articles of Association" shall be
replaced by the following provision:
"CHAPTER 9 Shareholders' General Meeting
"ARTICLE 62 The Shareholders' General Meeting shall exercise the
following functions and powers:
(1) to decide on the Company's operational policies and
investment plans;
(2) to elect and replace directors and decide on matters
relating to the remuneration of directors;
(3) to elect and replace the supervisors who are representatives
of shareholders and decide on matters relating to the
remuneration of supervisors;
(4) to examine and approve reports of the Board of Directors;
(5) to examine and approve reports of the supervisory committee;
(6) to examine and approve the Company's proposed annual
preliminary and final financial budgets;
(7) to examine and approve the Company's profit distribution
plans and plans for making up losses;
(8) to decide on increases or reductions in the Company
registered capital;
(9) to decide on matters such as merger, division, dissolution
and liquidation of the Company;
(10) to decide on the issue of debentures by the Company;
(11) to decide on matters relating to external security according
to the relevant provisions of the Articles of Association of
the Company;
(12) to decide on the appointment, dismissal and disengagement of
the accountants of the Company;
(13) to amend these Articles of Association;
(14) to consider motions raised by shareholders who represent 5
percent or more of the total shares of the Company carrying
the right to vote;
(15) to decide on other matters which require resolutions of the
shareholders in Shareholders' General Meeting according to
relevant laws, administrative regulations and provisions of
the these Articles of Association;
(16) to consider and approve significant acquisition, disposal
and replacement of assets of the Company (the standards
shall be fixed in accordance with the rules of the stock
exchange of the listing place);
(17) to decide on matters which the Board of Directors may be
authorized or delegated to deal with by the shareholders in
Shareholders' General Meeting.
When the Shareholders' General Meeting decide on matters
which the Board of Directors may be authorized or delegated
to deal with, the Shareholders' General Meeting shall
maintain the legitimate rights and interests of the Company
according to law and abide by laws and regulations strictly
in order to ensure the Company's principle of efficient
operation and scientific decision making. Matters authorized
or delegated to the Board of Directors to deal with include
(without limitation):
(1) to modify the language of these Articles of Association
after the Shareholders' General Meeting passed the
resolution on the amendments to these Articles of
Association;
(2) to distribute the interim profit;
(3) to decide on matters in connection with the issue of
new shares and convertible bonds;
(4) to deal with, mortgage and secure the fixed assets
under the current operation policy and investment plan
passed at the Shareholders' General Meeting, excluding
direct or indirect provision of debts guarantee for the
secured party with a gearing ratio exceeding 70%;
(5) other matters authorized or delegated at the
Shareholders' General Meeting to the Board of Directors
to deal with from time to time in accordance with laws,
regulations and these Articles of Association.";
c. The original Article 66 of the "Articles of Association" shall be
replaced by the following provision:
"ARTICLE 69 A notice of meeting of shareholders shall meet the
following requirements:
(1) be in writing;
(2) specify the place, the date and time of the meeting;
(3) state the matters to be discussed at the meeting;
(4) provide such information and explanation as are necessary
for the shareholders to make an informed decision on the
proposals put before them. Without limiting the generality
of the foregoing, where a proposal is made to amalgamate the
Company with another, to repurchase shares, to reorganize
the share capital, or to restructure the Company in any
other way, the terms of the proposed transaction must be
provided in detail together with copies of the proposed
agreement, if any, and the cause and effect of such proposal
must be properly explained;
(5) contain a disclosure of the nature and extent, if any, of
the material interests of any director, supervisor,
president or other senior administrative
officer in the proposed transaction and the effect of the
proposed transaction on them in their capacity as
shareholders in so far as it is different from the effect on
the interests of the shareholders of the same class;
(6) contain the full text of any special resolution to be
proposed at the meeting;
(7) contain conspicuously a statement that a shareholder
entitled to attend and vote is entitled to appoint one or
more proxies to attend and vote instead of him and that a
proxy need not be a shareholder;
(8) specify the time and place for lodging proxy forms for the
relevant meeting.
Where the Company convenes the Shareholders' General Meeting and
provides shareholders with online voting, the time and voting
procedures of online voting and the matters to be considered and
approved.";
d. The original Article 74 of the "Articles of Association" shall be
followed by the following new provision:
"ARTICLE 78 The Company shall, subject to the Shareholders'
General Meetings being legally and validly held and availability
of corresponding conditions, encourage a higher proportion of
participation of public shareholders in Shareholders' General
Meetings through various means, including using modern
information technology to establish an online voting platform.
ARTICLE 79 In order to protect the interests of public
shareholders in good faith, the Company shall provide an online
voting system for the shareholders to exercise their voting right
at the Shareholders' General Meeting so far as the condition
permits. On a voting by poll on the matters mentioned in Article
94 at the Shareholders' General Meeting, online voting shall be
adopted therefore.
Where online voting is adopted for the Shareholders' General
Meeting, all shareholders whose names appear on the register of
members on the record date for the purpose of the Shareholders'
General Meeting, are entitled to exercise their voting rights
through the online voting system of the Shareholders' General
Meeting, provided that the voting right of the same shares shall
be exercised only by one of the following ways: on-the-spot
voting, online voting or otherwise as specified.
Where online voting is adopted for the Shareholders' General
Meeting, it shall be conducted in accordance with the relevant
laws, regulations and rules.
ARTICLE 80 The Board of Directors, independent directors and
shareholders who meet the relevant requirements may solicit from
other shareholders their voting rights in Shareholders' General
Meetings. The solicitation shall be without consideration and
information shall be fully disclosed to such shareholders.
ARTICLE 81 A motion of a Shareholders' General Meeting is a
discussion paper of a specific matter which shall be discussed in
a Shareholders' General Meeting and shareholders shall resolve on
the specific motion in a Shareholders' General Meeting.
At a Shareholders' General Meeting of the Company, shareholders
who individually or jointly hold 5% or more of the Company's
voting shares shall have the right to propose new motions.
Shareholders individually or jointly holding 5 % of the total
voting shares of the Company or the Supervisory Committee may put
forward an extempore motion at annual general meetings. If the
extempore motion concerns matters not listed in the notice of
Board Meeting but falls into the scope of matters listed in
Article 96, the proposing party shall submit the motion to the
Board not less than 10 days before the convening of the
Shareholders' General Meeting for announcement by the Board of
Directors upon their approval.
Where the principal shareholder proposes a new motion on profit
distribution, the motion shall be submitted to the Board not less
than 10 days before holding of the annual general meeting for
announcement by the Board. If the motion is submitted less than
10 days before the annual general meeting, the principal
shareholder may not propose the new profit distribution motion at
the current annual general meeting.
If online voting is adopted by the Company for the annual general
meeting, the extempore motion so proposed shall be announced by
the Board of Directors at least 10 days in advance. Any extempore
motion proposed at the Shareholders' General Meeting or other
extempore motions which have not been announced shall not be
included in the agenda of the Shareholders' General Meeting.
Apart from the above, other motions may be proposed to the Board
for its announcement before the annual general meeting or may be
proposed at the annual general meeting directly.
ARTICLE 82 A motion proposed at Shareholders' General Meetings
shall satisfy the following criteria:
(1) The substance of the motion proposed shall be in compliance
and not conflict with laws, administrative regulations and
the requirements set forth in the Company's Articles of
Association, and shall fall within the scope of business of
the Company and the functions of Shareholders' General
Meetings;
(2) There is a clear subject of discussion and a specific
resolution;
(3) The motion shall be submitted or delivered to the Board of
Directors in writing.
ARTICLE 83 The Board of the Company shall act in the best
interest of the Company and its shareholders and shall examine
the motions proposed at the Shareholders' General Meeting
according to the provisions of Article 82.;
ARTICLE 84 Where the Board decides not to include any motions
proposed to the Shareholders' General Meeting in the agenda
thereof, it shall give an explanation at the meeting and issue an
announcement setting out the content of such motion and its
explanation, together with the resolutions of the Shareholders'
General Meeting, after the conclusion of the meeting.
ARTICLE 85 If the proposing shareholders have any objection to
the decision of the Board of Directors of not including their
motions in the agenda, they may request the convening of an
extraordinary general meeting according to the provisions of
Article 99.";
e. The original Article 82 of the "Articles of Association" shall be
followed by the following new provisions:
"ARTICLE 94 Unless otherwise provided, the following matters
shall not be implemented or applied for unless they have been
approved by all the shareholders of the Company at the
Shareholders' General Meeting and have been passed by more than
half of the public shareholders with voting rights present at the
Shareholders' General Meeting:
Any issue of new shares by the Company to the public (including
issue of overseas listed foreign shares or share of other
natures), issue of convertible debentures, placing of shares to
existing shareholders (except in such placing where the
controlling shareholders have provided an undertaking to fully
subscribe for the shares in cash before the Shareholders' General
Meeting is convened);
Major asset restructuring in which the assets will be acquired at
a total price which is 20% higher than the audited net book value
of such assets;
Repayment of debts due to the Company by any shareholder using
his shares of the Company;
Overseas listing of any significant subsidiary of the Company;
Other relevant issues which may have a material impact on the
interests of the public shareholders in the development of the
Company.
Where the Company makes an announcement on the resolutions of the
Shareholders' General Meeting about any issue mentioned above,
the announcement shall set out the number of the public
shareholders voting at the Shareholders' General Meeting, the
number of shares they held and its percentage in the total number
of shares held by the public shareholders, the voting result and
shareholdings of the ten largest public shareholders voting at
the Shareholders' General Meeting and the results of their votes.
Where the Company convenes a Shareholders' General Meeting to
consider and approve any issue mentioned above, it shall provide
the shareholders with an online voting system.
ARTICLE 95 Where any event referred to in the preceding Article
94 occur, after the notice of Shareholders' General Meeting has
been issued, the Company shall issue a notice of the
Shareholders' General Meeting again within three days from the
date of shareholding registration.
ARTICLE 96 Annual General Meetings or extraordinary shareholders'
meetings held at the request of shareholders and the Supervisory
Committee shall not adopt voting by way of written resolutions.
Extraordinary general meetings held for other reasons may vote by
way of written resolutions, except for the following matters:
(1) Increase or decrease in the Company registered capital;
(2) Any issue of debentures by the Company;
(3) Merger, division, dissolution and liquidation of the
Company;
(4) Any amendment to the Articles of Association;
(5) plan for distribution of profits and recovery of losses;
(6) Appointment and removal of members of the Board of Directors
and the supervisory committee;
(7) Change in application of raised funds;
(8) Connected transactions that shall be considered and examined
by the Shareholders' General Meeting;
(9) acquisition and disposal of assets that shall be considered
and examined by the Shareholders' General Meeting;
(10) Change of accounting firms;
(11) Other matters that shall not be voted by way of written
resolutions as provided by these Articles of Association.
ARTICLE 97 The nominee list of Directors and Supervisors of the
Company shall be submitted to the Shareholders' General Meeting
for resolution. The Board of Directors shall simultaneously
provide shareholders with bibliographical details and basic
information about nominees of Directors and Supervisors.
ARTICLE 98 After issue of notice of Shareholders' General Meeting
by the Company about election of Directors and Supervisors,
shareholders holding or aggregately holding 1% or more of shares
with voting rights of the Company may propose nominees of
Directors and Supervisors before the Shareholders' General
Meeting for review by the Board of Directors in accordance with
the procedures for amendments to proposals of Shareholders'
General Meeting before submission to Shareholders' General
Meeting for examination.";
f. The original Article 83 of the "Articles of Association" shall be
replaced by the following provision:
"ARTICLE 99 Shareholders requisitioning the convening of
extraordinary general meetings of shareholders or class meeting
shall abide by the following procedures:
(1) Two or more shareholders or the Supervisory Committee
holding in aggregate 10 per cent or more of the shares
carrying the right to vote at the meeting sought to be held
shall sign one or more counterpart requisitions stating the
object of the meeting and requiring the Board of Directors
to convene a shareholders' extraordinary general meeting or
a class meeting thereof. The Board of Directors shall as
soon as possible proceed to convene the extraordinary
general meeting of shareholders or a class meeting thereof
after receiving the requisition.
The amount of shareholdings referred to above shall be
calculated as at the date of the deposit of the requisition.
(2) If the Board of Directors fails to issue a notice of such a
meeting within thirty (30) days from the date of the receipt
of the requisition, the requisitionists may themselves
convene such a meeting in a manner as similar as possible as
that in which shareholders' meeting are to be convened by
the Board of Directors within four (4) months from the date
of receipt of the requisition by the Board of Directors.
Any reasonable expenses incurred by the requisitions by
reason of the failure of the Board of Directors to duly
convene a meeting shall be repaid to the requisitionists by
the Company and any sum so repaid shall be set off against
sums owed by the Company to the directors in default.";
g. The original Article 85 of the "Articles of Association" shall be
replaced by the following provision:
"ARTICLE 101 The chairman of the meeting shall be responsible for
the determination of whether a resolution is passed. His
decision, which is final and conclusive, shall be announced at
the meeting and recorded in the minute book.
Where online voting is provided at the Shareholders' General
Meeting of the Company concurrently, the number of votes by
shareholders or their appointed representatives through online
voting system of the Shareholders' General Meeting shall be taken
into the total number of votes of the Shareholders' General
Meeting together with the number of votes on site of the meeting
and by other means as specified.
Where a resolution of the Shareholders' General Meeting is
required to be approved by public shareholders independently, the
total number of votes and voting results of public shareholders
shall be also calculated independently.";
h. The original Article 101 of the "Articles of Association" shall
be replaced by the following provision:
"CHAPTER 11 Board of Directors
SECTION 1 Directors and Board of Directors
ARTICLE 117 Directors shall be elected and replaced by the
Shareholders' General Meeting. The term of office of directors is
three (3) years, renewable by re-election upon expiry. Alternate
directors shall have a term expired upon conclusion of the tenure
of the existing Board of Directors.
Directors shall be elected by the Shareholders' General Meeting
from the candidates nominated by Board of Directors or
shareholders representing 5% (including the 5%) or more of the
issued shares. At least 7 days' notice of nomination of a
candidate for election as a director and particulars of such
candidate shall be given to the Company, and such 7 days period
shall start no sooner than the date of giving the notice of
Shareholders' General Meeting and end no later than 7 days prior
to the date of the such Shareholders' General Meeting.
The candidates for election as directors shall give at least 7
days' prior written confirmation to the Company, and such 7 days
period shall start no sooner than the day after the date of
giving the notice and end no later than 7 days prior to the date
of such Shareholders' General Meeting. The written confirmation
shall indicate the willingness of the candidate to be nominated,
and confirm that information of the candidate publicly disclosed
are true and complete, that the candidate will faithfully
discharge its duties as a director if he is elected.
Where shareholders severally or jointly holding 5% or more of the
voting rights or the supervisory committee of the Company propose
any special resolutions for election of non-independent directors
at the Company's annual general meeting, written notice of the
intention to propose a candidate for election as a Director,
notice by such candidate of his willingness to be elected and
details and confirmation of the candidate shall be given to the
Company not more than 7 days prior to the date of the meeting
appointed for such election. The 7 days period shall start no
sooner than the first day after the date of giving the notice and
end no later than 7 days prior to the date of such Shareholders'
General Meeting.
The Chairman and the Vice-chairman shall be elected and removed
by more than one half of all the members of the Board of
Directors. The term of office of each of the Chairman and the
Vice-chairman is three (3) years, renewable upon re-election.
The Shareholders' General Meeting may by ordinary resolution
remove any director before the expiration of his term of office
(but without prejudice to such director's right to claim damages
based on any contract) on the condition that all the relevant
laws and administrative regulations are fully complied with.
The Directors shall not be required to hold shares of the
Company.";
i. The original Article 101 of the "Articles of Association" shall
be followed by the following new provision:
"ARTICLE 118 Directors may resign before expiry of his term of
office. Directors shall submit a written resignation to the Board
of Directors before their resignation.
Where a director's resignation results in the number of directors
being less than the quorum, the written resignation of such
directors shall become effective only when the vacancy arising
from his resignation has been filled by new directors. The Board
of Directors consisting of the remaining directors shall convene
a Shareholders' General Meeting as soon as possible to elect a
new director to fill the vacancy arising from the resignation of
such directors. The power of the resigning director and the Board
of Directors consisting of the remaining directors shall be
subject to due restrictions until the Shareholders' General
Meeting has made a resolution in respect of the re-election of
the directors.
Where directors leave the Company before expiry of their terms of
office, they shall compensate the Company for any losses arising
from their unauthorized resignation.";
j. The original Article 108 of the "Articles of Association" shall
be followed by the following new provision:
"ARTICLE 127 When the Board of Directors votes on matters
relating to the relevant connected transactions, in the event
that the number of voting directors is less than half of total
number of all directors after unrelated directors refrain from
voting, all directors (including unrelated directors) shall vote
on the procedures for the connected transactions to be submitted
to the Shareholders' General Meeting for approval, and the
relevant resolutions relating to such transactions shall be
approved at the Shareholders' General Meeting, and an
announcement stating the opinions of independent directors shall
be made separately";
k. The original Article 116 of the "Articles of Association" shall
be followed by the following new provision:
"ARTICLE 136 The Board of Directors shall comprise more than
one-thirds of independent directors, of which at least one
director shall be accounting professional. Independent directors
shall perform the fiduciary duties and protect the interests of
the Company, and in particular, they shall protect the legal
interests of public shareholders from any loss.";
l. The original Article 120 of the "Articles of Association" shall
be replaced by the following provision:
"ARTICLE 140 Nomination, Election and Replacement of Independent
Directors:
(1) The Board of Directors, the supervisory committee, and
shareholder(s) of the Company who alone or jointly with
other persons hold(s) more than 5% of the issued shares of
the Company shall have the right to nominate candidates as
independent directors, and the nominated candidates shall
become independent directors by election at a Shareholders'
General Meeting.
(2) The nominator shall have the approval of the proposed
candidate for the nomination before making a nomination. The
nominator shall have adequate knowledge of the profession,
education, professional title and detailed work experience
of the nominee as well as status of all his part-time jobs.
The nominator shall also comment on the qualification and
independence of the nominee as an independent director. The
nominee shall make a public statement disclaiming any
relationship between him and the Company that will affect
his independent judgment. Before the shareholders meeting
for the election of independent directors, the Company's
Board of Directors shall announce the above information in
accordance with relevant provisions.
(3) Before convening the Shareholders' General Meeting for the
election of independent directors, the Company shall submit
relevant materials of all the nominees to the China
Securities Regulatory Commission and its local office as
well as the stock exchange at which the Company's shares are
listed. Dissenting opinions of the board with regard to the
nominees shall also be submitted. Nominees of independent
directors objected by China Securities Regulatory Commission
may be candidates of the directors of the Company but not as
candidates of independent directors of the Company. At the
Shareholders' General Meeting for the election of
independent directors, the Board of Directors shall make
clear whether the nominees of independent directors are
objected to by China Securities Regulatory Commission.
(4) The term of office of the independent directors is the same
as that of the other directors. Successive terms are allowed
upon the expiration of the term, but may not be extended to
more than 6 years.
(5) An independent director who fails to attend in person three
consecutive board meetings shall be deemed as unable to
perform his duties and shall be replaced upon the proposal
of the board to the Shareholders' General Meeting.
Independent directors shall not be dismissed without just
cause before the expiration of his term, unless the above
condition or any of the conditions specifying the
disqualification of a director under the Company Law has
occurred. When an independent director is dismissed, the
Company shall disclose the dismissal as a special
discloseable matter and shall give reasons for the
dismissal. The independent director may make a public
statement if he thinks that such a dismissal is
without justification.
(6) Independent directors may resign before the expiration of
their term. The resigning independent director shall submit
written resignation to the Board of Directors. The written
resignation shall contain explanations on matters related to
his resignation or any other matters which in his opinion,
should be brought to the notice of the shareholders and
creditors of the Company. In the event that due to the
resignation of an independent director the number of
independent directors or a member of the board falls below
the percentage required by the Articles of Association, the
resignation of such independent director shall be effective
only after a new independent director has been appointed to
fill up the vacancy. The Board of Directors shall hold the
Shareholders' General Meeting to reappoint independent
directors within two months. Where Shareholders' General
Meeting is not convened within this period, independent
directors may cease to perform their duties.";
m. The original Article 121 of the "Articles of Association" shall
be replaced by the following provision:
"ARTICLE 141 Rights and Obligations of Independent Directors:
(1) To facilitate the independent directors in performing their
function more efficiently, the independent directors shall
have the following special powers, in addition to having
those powers granted by the Company Law and other relevant
laws and regulations to directors:
(i) connected transactions of which the aggregate
consideration is in compliance with the relevant
provisions of the existing listing rules and other
supervisory regulation in places where the Company is
listed, engaging or disengaging accounting firms,
shall first be approved by the independent directors
before submission to the Board of Directors for
discussion. Before making the decision with respect to
such transactions, the independent directors may
engage a professional institution to prepare
independent financial advisor's reports as a basis of
their decision;
(ii) propose to the Board of Directors with respect to
engaging or disengaging accounting firms;
(iii) propose to the Board of Directors with respect to the
convening of extraordinary shareholders' meetings;
(iv) propose the convening of board meetings;
(v) engage external auditing firms or consultancy firms;
(vi) publicly solicit and collect proxies before the
convening of the Shareholders' General Meetings.
(2) The independent director shall obtain the consent of over
half of the independent directors in exercising any of the
above powers, among which (v) requires the consent of all of
the independent directors.
(3) If any of the above proposals has not been adopted or if any
of the above powers cannot be exercised, the Company shall
disclose the relevant information.
(4) Apart from the powers of an ordinary director and the
special powers of an independent director, an independent
director shall comply with all the obligations of a director
set forth in these Articles of Association.";
n. The original Article 122 of the "Articles of Association" shall
be replaced by the following provision:
"ARTICLE 142 The independent directors shall provide their
opinions on all the important matters of the Company.
(1) In addition to the above obligation, the independent
directors shall provide their independent opinions to the
Board of Directors or the Shareholders' General Meeting on
the following matters:
(i) nomination, appointment and removal of directors;
(ii) appointment and dismissal of senior administrative
officers;
(iii) remuneration of directors and senior administrative
officers;
(iv) newly occurred transactions, loans and other forms of
fund transfer between the Company and its
shareholders, actual controllers or their affiliates,
the aggregate amount of which is in compliance with
the relevant provisions of the existing listing rules
and other supervisory regulations in places where the
Company is listed, and whether the Company has taken
effective measures to collect the amounts due;
(v) matters which may harm the interests of the minority
shareholders;
(vi) matters which the Board of Directors has not put
forward cash profit distribution proposal;
(vii) matters relating to security provided to external
parties by the Company;
(viii) other matters provided for in these Articles of
Association.
(2) The independent directors shall choose to provide any of the
following opinions in respect of the above matters:
(i) agree;
(ii) reserve opinion and the reasons therefor;
(iii) dissent and the reasons therefor;
(iv) unable to comment and the reasons therefor.
(3) If the matters concerned fall under those which require
disclosure, the company shall publicly disclose the opinions
of the independent directors. If the independent directors
cannot reach a consensus, the Company shall publicly
disclose the opinions of each of the independent
directors.";
o. The original Article 122 of the "Articles of Association" shall
be followed by the following provision (new addition):
"ARTICLE 143 Independent directors shall attend the meetings of
the Board of Directors as scheduled, have an understanding of the
production and operation of the Company, take initiative to
conduct investigation and obtain information necessary for
decision-making. Independent directors shall submit their report
to the annual general meeting of the Company, describing the
discharge of their duties.";
p. The original Article 214 of the "Articles of Association" shall
be followed by the following new provision:
"CHAPTER 27 Definition and Interpretation of these Articles of
Association
ARTICLE 236 The Board of Directors is responsible for the
interpretation of these Articles of Association. Uncovered
matters in these Articles of Association shall be settled by
special resolutions that Board of Directors proposes for
Shareholders' General Meeting to adopt."
By order of the Board
SU LIANG
Company Secretary
Guangzhou, the PRC. April 28 April, 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.
Notes:
I. Shareholders eligible for attending the general meeting:
1. Holders of H shares of the Company who are registered with Hong Kong
Registrars Limited, the registrar of H shares of the Company, at or
before the close of business on Friday, 13 May 2005 are entitled to
attend the Annual General Meeting ("AGM") after duly completion of the
required registration procedures in accordance with Section 4 of
"Registration Procedures for Attending General Meeting". Holders of A
shares of the Company shall receive a notice separately.
II. Registration procedures for attending a general meeting:
1. Registered shareholders who intend to attend the AGM either in person
or by proxy must deliver to the Company, on or before 25 May 2005,
either in person, by post or by fax, the reply slip for attending the
AGM.
2. Registered shareholders of H shares of the Company who intend to
attend the Annual General Meeting and who are entitled to the final
dividend must deliver their instruments of transfer together with the
relevant share certificates to Hong Kong Registrars Limited, the
registrar of H shares of the Company, before 4:00 p.m. on 13 May 2005.
3. The register of H shares of the Company will be closed from 14 May
2005 to 25 May 2005 (both days inclusive), during which period no
transfer of H shares will be registered.
4. When attending the AGM, a shareholder or his proxy shall produce proof
of identity. If a corporate shareholder appoints its legal
representative to attend the meeting, such legal representative shall
produce proof of his own identity, together with a notarized copy of
the resolution or power of attorney issued by the Board of Directors
or other governing body to appoint such legal representative to attend
the meeting.
III. Proxies:
1. A registered shareholder has the right to appoint one or more proxies
to attend the AGM and vote on his behalf by completing a form of
proxy. A proxy need not be a shareholder of the Company.
2. A proxy must be appointed by a shareholder or his attorney by way of a
form of proxy. If the proxy is appointed by the shareholder's
attorney, the power of attorney or other authorization document
authorizing such attorney to appoint the proxy must be notarized.
3. To be valid, the duly completed proxy form(s), together with the
notarized power of attorney or other authorization document (if any),
must be lodged with Hong Kong Registrars Limited 24 hours before the
time designated for the holding of the AGM.
IV. Miscellaneous:
1. The AGM is expected to last not more than one day. Shareholders who
attend shall bear their own traveling and accommodation expenses.
2. The address of Hong Kong Registrars Limited is:
46th Floor
Hopewell Centre
183 Queen's Road East
Hong Kong
3. The registered address of the Company is:
Guangzhou Economic & Technology Development Zone
Guangdong Province
PRC
Telephone No.: (+86) 20-8612 4737
Facsimile No.: (+86) 20-8665 9040
Website: www.cs-air.com
Contact persons: Su Liang and Lei Bin
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: April 29, 2005