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, 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. [ ]
(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]
(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 May 30, 2005
published in two local newspapers in Hong Kong its announcement, in English and
Chinese, on the supplemental notice of the 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)
SUPPLEMENTAL NOTICE OF THE 2004 ANNUAL GENERAL MEETING
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM")
of China Southern Airlines Company Limited (the "Company") for the year ended 31
December, 2004, which will be held as originally scheduled at 9:00 a.m., on 15
June, 2005 at the headquarters of China Southern Airlines Company Limited, No.
278 Ji Chang Road, Guangzhou, Guangdong Province, the People's Republic of
China, will consider and approve the following resolutions in addition to the
resolutions set out in the previous notice dated 28 April, 2005 of the AGM:
I. TO EXAMINE AND APPROVE THE FOLLOWING RESOLUTIONS AS ORDINARY RESOLUTIONS:
9. "THAT the entering into of the aircraft acquisition agreement dated 21
April, 2005 (the "Airbus Aircraft Acquisition Agreement"), a copy of
which has been produced to this meeting marked "A" and initialed by
the Chairman of this meeting for the purpose of identification,
between Airbus SNC as the vendor, Southern Airlines (Group) Import and
Export Trading Company as the import agent and the Company as
purchaser and the transactions contemplated thereunder, upon the terms
and subject to the conditions therein contained, be and are hereby
unconditionally approved."
10. "THAT the entering into of the aircraft acquisition agreement dated 29
April, 2005 (the "Boeing Aircraft Acquisition Agreement"), a copy of
which has been produced to this meeting marked "B" and initialed by
the Chairman of this meeting for the purpose of identification,
between Xiamen Airlines Company Limited and the Company as purchasers
and The Boeing Company as the vendor, and the transactions
contemplated thereunder, upon the terms and subject to the conditions
therein contained, be and are hereby unconditionally approved."
II. TO CONSIDER AND APPROVE THE FOLLOWING RESOLUTIONS AS SPECIAL RESOLUTIONS:
2. Proposal by Space Dragon Limited, Choicewell Limited and China Asset
Management Co., Ltd., being the shareholders of the Company, to amend
the Articles of Association of the Company as set out below:
The original Article 97 of the "Articles of Association" shall be
followed by the following new provisions:
"ARTICLE 98 The opinions of the public shareholders shall be well
represented in the election of the directors (including independent
directors) and supervisors (excluding supervisors assumed by staff
representatives) at the general meetings by prompting the accumulative
voting system.
The accumulative voting system referred to herein means that, in the
election of directors or supervisors at the general meeting, each
share carrying voting right shall carry the same number of voting
right as the number of directors or supervisors proposed to be
elected, and the voting rights of the shareholders may be freely cast
among the proposed directors and supervisors, either be separately
cast in favour of a number of nominees or be collectively cast in
favour of one nominee. As such, based on the number of votes that the
nominated directors and supervisors have got and the number of
directors or supervisors proposed to be elected, those who have got
more votes shall be elected.
ARTICLE 99 Differential voting shall be applied upon election of the
Directors and Supervisors in accordance with the accumulative voting
system. The number of nominees shall be more than the proposed number
of Directors and Supervisors.
ARTICLE 100 The Board of Directors and the Supervisory Committee shall
consult the opinion of the top ten shareholders in writing prior to
determination of the elected Directors and Supervisors.
ARTICLE 101 Subsequent to the issue by the Company of the Notice of
General Meeting regarding election of the Directors and Supervisors,
candidates may be nominated before the date of the General Meeting by
the shareholders holding individually or in aggregate more than 1% of
the voting shares of the Company, and the proposal may be submitted by
the Board of Directors to the General Meeting for approval after
verification in accordance with the procedures for amendment of
proposals at the General Meeting.
ARTICLE 102 The independent directors shall be elected separately from
other members of the Board of Directors in accordance with the
accumulative voting system."
By Order of the Board
SU LIANG
Company Secretary
Guangzhou, the People's Republic of China
27 May, 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.
Note:
1. Please refer to the notice dated 28 April, 2005 of the AGM of the Company
for details in respect of other resolutions to be passed at the AGM,
eligibility of attendance, registration procedures, proxy and other
relevant matters.
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: May 31, 2005