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
July
17,
2007
CHINA
SOUTHERN AIRLINES COMPANY LIMITED
(Translation
of registrant's name into English)
Jichang
Road
Guangzhou,
Guangdong 510405
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. o
(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
o 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") published an announcement
on
the Hong Kong Stock Exchange’s website at http://main.ednews.hk/listedco/listconews/search/search_active_main.asp
with
respect to (i) the execution by Xiamen Airlines, a 60% owned subsidiary of
the
Company, of the Xiamen Aircraft Acquisition Agreement with Boeing to purchase
25
Boeing B737-800 aircrafts and (ii) the Company’s execution of the Airbus
Aircraft Acquisition Agreement to purchase of 20 Airbus A320 series aircrafts.
A
copy of the English announcement is included in this Form 6-K of the
Company.
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:
July 17, 2007
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)
(1)
DISCLOSABLE TRANSACTION
AND
(2)
MAJOR TRANSACTION
|
Reference
is made to the announcement of the Company dated 9 July 2007.
The
Directors hereby announce that on 16 July 2007 (after trading hours)
Xiamen Airlines, a subsidiary owned as to 60% by the Company entered
into
the Xiamen Aircraft Acquisition Agreement with Boeing to purchase
25
Boeing B737-800 aircraft from Boeing, and the Company entered into
the
Airbus Aircraft Acquisition Agreement with Airbus SNC to purchase
20
Airbus A320 series aircraft from Airbus SNC.
The
Xiamen Aircraft Acquisition Agreement and the Airbus Aircraft Acquisition
Agreement entered into by Xiamen Airlines and the Company respectively,
are separate from and independent of each other, and the consummation
of
the transactions thereunder is not inter-conditional of each
other.
The
Directors believe that each of the acquisitions of the B737-800
Aircraft
and the A320 Aircraft is beneficial to the implementation of the
Company’s
development strategy and improvement of the Company’s operating capacity.
It is also believed that the Transactions will better serve the
passenger
with premium services and enhance the core competence of the Company.
Therefore, the Directors, including the independent non-executive
Directors, believe that the terms of each of the Xiamen Aircraft
Acquisition Agreement and the Airbus Aircraft Acquisition Agreement
are
fair and reasonable, are on normal commercial terms and in the
interests
of the Company and its shareholders as a whole.
Pursuant
to Rule 14.07 of the Listing Rules, as the relevant applicable
percentage
ratios for the A320 Transaction under Rule 14.07 of the Listing
Rules will
be above 5%, but less than 25%, the A320 Transaction will constitute
a
discloseable transaction of the Company. Pursuant to Rule 14.22
of the
Listing Rules, the relevant applicable percentage ratio for the
B737-800
Transaction, aggregated with the 2006 Boeing Aircraft Purchase
with
regards to the consideration test under Rule 14.07 of the Listing
Rules is
above 25%, but less than 100%, the B737-800 Transaction together
with the
2006 Boeing Aircraft Purchase will together constitute a major
transaction
of the Company, and therefore is subject to approval by the Company’s
shareholders under Rule 14.40 of the Listing Rules. This announcement
is
also made pursuant to Rule 13.09(1) of the Listing Rules.
None
of the shareholders of the Company is required to abstain from
voting in
respect of the proposed resolutions to approve the Xiamen Aircraft
Acquisition Agreement.
Both
the Xiamen Aircraft Acquisition Agreement and the Airbus Aircraft
Acquisition Agreement are also required to be disclosed pursuant
to the
relevant rules and regulations of the Shanghai Stock
Exchange.
The
Company will send a circular containing the information required
under the
Listing Rules in relation to the Xiamen Aircraft Acquisition Agreement
and
the Airbus Aircraft Acquisition Agreement within 21 days after
the
publication of this announcement.
|
1
The
Directors collectively and individually warrant that the information set
out in
this announcement does not contain any misrepresentation, misleading statement
or material omission and jointly and severally accept full responsibility
as to
the truthfulness, accuracy and completeness of the content herein.
The
Company entered into the Airbus Aircraft Acquisition Agreement on 16 July
2007
(after trading hours), pursuant to which the Company agreed to purchase the
A320
Aircraft from Airbus SNC in accordance with the terms and conditions
thereof.
Xiamen
Airlines (a subsidiary owned as to 60% by the Company) entered into the Xiamen
Aircraft Acquisition Agreement on 16 July 2007 (after trading hours), pursuant
to which Xiamen Airlines agreed to purchase the B737-800 Aircraft from Boeing
in
accordance with the terms and conditions thereof.
The
Xiamen Aircraft Acquisition Agreement and the Airbus Aircraft Acquisition
Agreement entered into by Xiamen Airlines and the Company respectively, are
separate from and independent of each other, and the consummation of the
transactions thereunder is not inter-conditional of each other.
AIRBUS
AIRCRAFT ACQUISITION AGREEMENT
Date
16
July
2007
Parties
| (i) |
The
Company, as the purchaser. The principal business activity of the
Company
is that of civil aviation.
|
| (ii) |
The
Airbus SNC, a company incorporated in Toulouse, as the vendor. The
principal business activity of Airbus SNC is that of aircraft
manufacturing. To the best of the Directors’ knowledge, information and
belief having made all reasonable enquiry, each of Airbus SNC and
its
respective ultimate beneficial owners is a third party independent
of the
Company and connected persons (as defined in the Listing Rules) of
the
Company, and is not a connected person of the
Company.
|
Aircraft
to be acquired
20
Airbus
A320 series aircraft.
2
Consideration
According
to the information provided by Airbus SNC, the catalogue price for each of
the
Airbus A320 series aircraft is in the range from US$66.5 to US$85.9 million.
Such catalogue price includes the airframe price and engine price of the
A320
Aircraft.
The
Airbus Aircraft Acquisition Agreement was negotiated and entered into with
customary business and industry practice. The aggregate actual consideration
for
the A320 Aircraft, which is payable in cash determined after arm’s length
negotiation between the parties, is significantly lower than the catalogue
price
as provided by Airbus SNC because of certain price concessions granted by
Airbus
SNC to the Company in relation to the A320 Aircraft, in the form of credit
memoranda which the Company could use to purchase the aircraft, spare parts,
or
any other goods or services from Airbus SNC. Such credit memoranda were
determined after arm’s length negotiation between the parties. The Board
(including the independent non-executive Directors) are of the view that
there
is no material impact of the price concessions obtained in the A320 Transaction
on the operating costs of the Company.
In
respect of the A320 Transaction, the Airbus Aircraft Acquisition Agreement
contains confidentiality provisions restricting, among other things, disclosure
of the consideration of the A320 Transaction. In addition, consistent with
the
customary practice of the local aviation industry, the consideration for
the
acquisition of the A320 Aircraft is not customarily disclosed to the public.
The
Company has on separate occasions sought the consents of Airbus SNC to the
Company’s disclosure of certain information as required under Chapter 14 of the
Listing Rules, (including the relevant actual consideration involved) in
the
relevant announcements and circulars. Nonetheless, Airbus SNC rejected the
Company’s request in this respect, and insisted preservation of the
confidentiality carried with such information to the extent possible. Disclosure
of the actual consideration will result in the loss of the significant price
concessions and hence a significant negative impact on the Company’s cost for
the A320 Transaction and will therefore not be in the interest of the Company
and its shareholders as a whole. The Company has made an application to the
Stock Exchange for a waiver from strict compliance with the relevant provisions
under the Listing Rules in respect of the disclosure of the actual consideration
for the Airbus SNC.
Taking
into account all the factors relating to the purchase of aircraft by the
Company, including the type, number and delivery schedule of aircraft being
purchased, the extent of the price concessions granted to the Company in
the
A320 Transaction is comparable with the price concessions that the Company
had
obtained in the 2006 Airbus Aircraft Purchase. The Company believes that
there
is no material difference between the effect of the price concessions obtained
in the A320 Transaction and the 2006 Airbus Aircraft Purchase on the Company’s
operating costs taken as a whole.
Payment
and delivery terms
The
aggregate consideration for the acquisition of the A320 Aircraft will be
partly
payable by cash of the Company, and partly by financing arrangements with
banking institutions. Further information in respect of the payment terms
will
be disclosed in the circular containing the information required under the
Listing Rules in relation to the Transactions to be circulated within 21
days
after the publication of this announcement. The A320 Aircraft will be delivered
in stages to the Company during the period commencing from March 2009 to
August
2010.
3
Source
of funding
The
A320
Transaction will be funded partly by internal resources of the Company and
partly through commercial loans by commercial banks. Such commercial banks
are
not and will not be connected persons (as defined in the Listing Rules) of
the
Company. As of the date hereof, the Company has not entered into any agreement
with any of these commercial banks for financing the A320 Transaction. The
Company will follow the necessary legal procedures and will make the necessary
disclosure in accordance with its articles of association and comply with
the
applicable Listing Rules when the Company enters into any agreement with
any
commercial bank for financing the A320 Transaction.
XIAMEN
AIRCRAFT ACQUISITION AGREEMENT
Date
16
July
2007
Parties
| (i) |
Xiamen
Airlines Company Limited, as the purchaser. The principal business
activity of Xiamen Airlines is that of civil aviation. Xiamen Airlines
is
owned as to 60% by the Company and is a subsidiary of the Company
under
the Listing Rules.
|
| (ii) |
The
Boeing Company, a company incorporated in the State of Delaware of
the
United States of America, as the vendor. The principal business activity
of Boeing is that of aircraft manufacturing. To the best of the Directors’
knowledge, information and belief having made all reasonable enquiry,
each
of Boeing and its respective ultimate beneficial owners is a third
party
independent of the Company and connected persons (as defined in the
Listing Rules) of the Company, and is not a connected person of the
Company.
|
Aircraft
to be acquired
25
Boeing
B737-800 aircraft.
Consideration
According
to the information provided by Boeing, the catalogue price of a Boeing B737-800
aircraft is in the range of US$70.5-US$79 million. Such catalogue price includes
price for airframe and engine.
The
Xiamen Aircraft Acquisition Agreement was negotiated and entered into with
customary business and industry practice. The aggregate actual consideration
for
the B737-800 Aircraft, which is payable in cash, and determined after arm’s
length negotiation between the parties, is significantly lower than the
catalogue price as provided by Boeing because of certain price concessions
granted by Boeing in relation to the B737-800 Aircraft, in the form of credit
memoranda which could be used to purchase the aircraft, spare parts, or any
other goods or services from Boeing. Such credit memoranda were determined
after
arm’s length negotiation between the parties. The Board (including the
independent non-executive Directors) are of the view that there is no material
impact of the price concessions obtained in the B737-800 Transaction on the
operating costs of the Group.
4
In
respect of the B737-800 Transaction, the Xiamen Aircraft Acquisition Agreement
contains confidentiality provisions restricting, among other things, disclosure
of the consideration of the B737-800 Transaction. In addition, consistent
with
the customary practice of the local aviation industry, the consideration
for the
acquisition of the B737-800 Aircraft is not customarily disclosed to the
public.
The Company has on separate occasions sought the consents of Boeing to the
Company’s disclosure of certain information as required under Chapter 14 of the
Listing Rules, (including the relevant actual consideration involved) in
the
relevant announcements and circulars. Nonetheless, Boeing rejected the Company’s
request in this respect, and insisted preservation of the confidentiality
carried with such information to the extent possible. Disclosure of the actual
consideration will result in the loss of the significant price concessions
and
hence a significant negative impact on the Group’s cost for the B737-800
Transaction and will therefore not be in the interest of the Company and
its
shareholders as a whole. The Company has made an application to the Stock
Exchange for a waiver from strict compliance with the relevant provisions
under
the Listing Rules in respect of the disclosure of the actual consideration
for
the B737-800 Aircraft.
Taking
into account all the factors relating to the purchase of aircraft by Xiamen
Airlines, including the type, number and delivery schedule of aircraft being
purchased, the extent of the price concessions granted to Xiamen Airlines
in the
B737-800 Transaction is comparable with the price concessions that Xiamen
Airlines had obtained in the Previous Boeing Aircraft Acquisition Agreement
and
Previous Boeing B777F Acquisition Agreement. The Company believes that there
is
no material difference between the effect of the price concessions obtained
in
the B737-800 Transaction and each of the Previous Boeing Aircraft Acquisition
Agreement and Previous Boeing B777F Acquisition Agreement on the Group’s
operating costs taken as a whole.
Payment
and delivery terms
The
aggregate consideration for the acquisition of the B737-800 Aircraft will
be
partly payable by cash of the Xiamen Airlines, and partly by financing
arrangements with banking institutions. Further information in respect of
the
payment terms will be disclosed in the circular containing the information
required under the Listing Rules in relation to the Transactions to be
circulated within 21 days after the publication of this announcement. The
B737-800 Aircraft will be delivered in stages to Xiamen Airlines during the
period commencing from July 2011 to November 2013.
Source
of funding
The
B737-800 Transaction will be funded partly by internal resources of Xiamen
Airlines and partly through commercial loans by commercial banks. Such
commercial banks are not and will not be connected persons (as defined in
the
Listing Rules) of the Company. As of the date hereof, Xiamen Airlines has
not
entered into any agreement with any of these commercial banks for financing
the
B737-800 Transaction. The Company will follow the necessary legal procedures
and
will make the necessary disclosure in accordance with its articles of
association and comply with the applicable Listing Rules when Xiamen Airlines
enters into any agreement with any commercial bank for financing the B737-800
Transaction.
IMPLICATIONS
UNDER THE LISTING RULES
Pursuant
to Rule 14.07 of the Listing Rules, as the relevant applicable percentage
ratios
for the A320 Transaction under Rule 14.07 of the Listing Rules is above 5%,
but
less than 25%, the A320 Transaction constitutes a discloseable transaction
of
the Company.
5
Xiamen
Airlines has acquired in aggregate 12 Boeing B737-800 aircraft and the Company
has acquired six Boeing B777F freighters from Boeing within 12 months from
the
date of this announcement. Please refer to the announcements published by
the
Company on 24 August 2006 and 16 October 2006 for further details of these
previous acquisitions. Pursuant to Rule 14.22 of the Listing Rules, the relevant
applicable percentage ratio for the B737-800 Transaction, aggregated with
the
2006 Boeing Aircraft Purchase with regards to the consideration test under
Rule
14.07 of the Listing Rules is above 25%, but less than 100%, the B737-800
Transaction together with the 2006 Boeing Aircraft Purchase will together
constitute a major transaction of the Company, and therefore is subject to
approval by the Company’s shareholders under Rule 14.40 of the Listing Rules.
This announcement is also made pursuant to Rule 13.09(1) of the Listing
Rules.
None
of
the shareholders of the Company is required to abstain from voting in respect
of
the proposed resolution to approve the B737-800 Transaction.
The
Transactions are also required to be disclosed pursuant to the relevant rules
and regulations of the Shanghai Stock Exchange.
REASONS
FOR THE TRANSACTIONS
The
Directors believe that the acquisition of the B737-800 Aircraft and the A320
Aircraft is beneficial to the implementation of the Company’s development
strategy and improvement of the Company’s operating capacity. It is also
believed that the Transactions will better provide its passengers with premium
services and enhance the core competence of the Company. The B737-800 Aircraft
and the A320 Aircraft, in addition to the 12 Boeing B737-800 aircraft and
the
six Boeing B777F freighters acquired by the Company in the past 12 months
from
the date of this announcement, will increase the ATKs of the Group by
19.46%.
Therefore,
the Directors, including the independent non-executive Directors, believe
that
the terms of the Xiamen Aircraft Acquisition Agreement and the Airbus Aircraft
Acquisition Agreement are fair and reasonable, are on normal commercial terms
and in the interests of the Company and its shareholders as a
whole.
FURTHER
INFORMATION
The
Company will send a circular containing the information required under the
Listing Rules in relation to the Transactions within 21 days after the
publication of this announcement. A notice to shareholders of the Company
convening a general meeting of the shareholders to approve the B737-800
Transaction will be dispatched to the shareholders of the Company as soon
as
practicable.
DEFINITIONS
In
this
announcement, unless the context requires otherwise, the following terms
shall
have the following meanings:
|
“2006
Airbus Aircraft Purchase”
|
the
acquisition by the Company from Airbus SNC of 50
|
|
|
Airbus
A320 series aircraft on 6 July 2006
|
|
“2006
Boeing Aircraft Purchase”
|
the
acquisition from Boeing of (a) six Boeing B737-800
|
|
|
aircraft
by Xiamen Airlines on 22 August 2006, (b) six Boeing
|
|
|
B737-800
aircraft by Xiamen Airlines on 13 October 2006
|
|
|
and
(c) six Boeing B777F freighters by the Company on 13
|
|
|
October
2006
|
6
|
the
“A320 Aircraft”
|
20
Airbus A320 series aircraft, the subject matter of the
|
|
|
Airbus
Aircraft Acquisition Agreement
|
|
“A320
Transaction”
|
the
acquisition of the A320 Aircraft under the Airbus
Aircraft
|
|
|
Acquisition
Agreement
|
|
“Airbus
Aircraft Acquisition
|
the
aircraft acquisition agreement entered into by the
|
|
Agreement”
|
Company
on 16 July 2007, pursuant to which the Company
|
|
|
agreed
to acquire and Airbus SNC agreed to sell the Airbus
|
|
|
A320
Aircraft
|
|
“Airbus
SNC”
|
Airbus
SNC, a company incorporated in Toulouse
|
|
“available
tonne kilometers”
|
the
tones of capacity available for the transportation of
|
|
or
“ATKs”
|
revenue
load (passengers and/or cargo) multiplied by the
|
|
|
kilometres
flown
|
|
the
“B737-800 Aircraft”
|
25
Boeing B737-800 aircraft, the subject matter of the
Xiamen
|
|
|
Aircraft
Acquisition Agreement
|
|
“B737-800
Transaction”
|
the
acquisition of the B737-800 Aircraft under the Xiamen
|
|
|
Aircraft
Acquisition Agreement
|
|
“Board”
|
the
board of Directors
|
|
“Boeing”
|
the
Boeing Company, a company incorporated in the State of
|
|
|
Delaware
of the United States of America
|
|
“Company”
|
China
Southern Airlines Company Limited
|
|
“Director(s)”
|
the
director(s) of the Company
|
|
“Group”
|
the
Company and its subsidiaries (as defined under the
Listing
|
|
|
Rules)
|
|
“Listing
Rules”
|
the
Rules Governing the Listing of Securities on the Stock
|
|
|
Exchange
|
|
“Previous
Boeing Aircraft
|
the
agreement dated 13 October 2006, between Xiamen
|
|
Acquisition
Agreement”
|
Airlines
as purchaser and Boeing as vendor pursuant to which
|
|
|
Xiamen
Airlines agreed to acquire and Boeing agreed to sell
|
|
|
six
Boeing B737-800 aircraft
|
|
“Previous
Boeing B777F
|
the
aircraft acquisition agreement dated 13 October 2006,
|
|
Acquisition
Agreement”
|
between
the Company as purchaser and Boeing as vendor in
|
|
|
respect
of the acquisition of six Boeing B777F freighters
|
|
|
from
Boeing
|
|
“Stock
Exchange”
|
The
Stock Exchange of Hong Kong Limited
|
7
|
“Transactions”
|
the
B737-800 Transaction and the A320 Transaction
|
|
“US
dollars” or “US$”
|
United
States dollars, the lawful currency of the United
States
|
|
|
of
America
|
|
“Xiamen
Aircraft Acquisition
|
the
aircraft acquisition agreement entered into by Xiamen
|
|
Agreement”
|
Airlines
on 16 July 2007, pursuant to which Xiamen Airlines
|
|
|
agreed
to acquire and Boeing agreed to sell the B737-800
|
|
|
Aircraft
|
|
“Xiamen
Airlines”
|
Xiamen
Airlines Company Limited, a limited liability
|
|
|
company
incorporated in the PRC and a subsidiary (as defined
|
|
|
in
the Listing Rules) owned as to 60% by the Company
|
|
|
By
Order of the Board
|
|
|
Su
Liang
|
|
|
Company
Secretary
|
Guangzhou,
the People’s Republic of China
16
July
2007
As
at
the date of this announcement, the Directors include Liu Shao Yong, Li Wen
Xin,
Wang Quan Hua, Zhao Liu An, Si Xian Min, Tan Wan Geng, Xu Jie Bo and Chen
Zhen
You as executive Directors; and Wang Zhi, Sui Guang Jun, Gong Hua Zhang and
Lin
Guang Yu as independent non-executive Directors.
8