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 October, 2003
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 October
9, 2003 published in local newspapers in Hong Kong an announcement in Chinese
and English, respectively, concerning the acquisition of four A330-200 aircraft
by the Company. A copy of the English announcement is included in this Form 6-K
of the Company.
The Stock Exchange of Hong Kong 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)
ACQUISITION OF FOUR A330-200 AIRCRAFT
Summary
The Directors hereby announce that on September 29, 2003, the Company entered
into the Aircraft Acquisition Agreement with Airbus, an independent third party,
pursuant to which the Company has agreed to acquire four A330-200 aircraft (with
accompanying engines). The Transaction will increase the Company's passenger
transportation capacity and further strengthen the Company's flight service
network.
The aggregate consideration for the Transaction is over 10% of the net tangible
assets of the Company as published in its latest annual report for the year
ended December 31, 2002. Accordingly, the Transaction is required to be
disclosed pursuant to the relevant rules and regulations of the Shanghai Stock
Exchange.
This announcement is made pursuant to paragraph 2(2) of the Listing Agreement of
the Company.
THE AIRCRAFT ACQUISITION AGREEMENT
Dated:
September 29, 2003
Parties:
(i) the Company; and
(ii) Airbus, a third party independent of the Company and its subsidiaries, and
their directors, supervisors, chief executive, substantial shareholders and
their respective associates (as defined in the Listing Rules)
Aircraft to be acquired:
Four A330-200 aircraft (with accompanying engines)
Consideration:
The aggregate consideration for the acquisition of the Assets is above 10% of
the net tangible assets of the Company based on its latest annual report for the
year ended December 31, 2002. The net tangible assets of the Company as
published in its latest annual report for the year ended December 31, 2002 are
RMB11,129,853,000.
According to a letter dated September 29, 2003 issued by Airbus to the Company,
the catalog price of an A330-200 aircraft (with Rolls Royce RB211-Trent 772B
engines) is approximately US$132,727,484.
The aggregate consideration is payable wholly in cash and is determined after
arm's length negotiation between the parties after taking into account, among
other things, the aircraft series, equipment models and technical systems of the
aircraft. The Board, including the independent non-executive Directors,
considered that the consideration for the acquisitions of the Assets is fair and
reasonable.
Payment terms:
The consideration for the Assets is payable by monthly instalment over a period
of 10 years commencing from the date of delivery of the particular aircraft. All
the four A330-200 aircraft will be delivered by the year 2005 to the Company.
Source of Funding:
The acquisitions in the Transactions will be wholly funded through commercial
loans by PRC domestic banks. Such PRC domestic banks are and will be independent
of the Company and its subsidiaries, and their directors, supervisors, chief
executive, substantial shareholders and their respective associates (as defined
in the Listing Rules).
Reasons for and Benefits of the Transactions:
The Company's principal business is that of civil aviation. The Transaction will
increase the Company's passenger transportation capacity and further strengthen
the Company's flight service network. The Board considered that the Transactions
are in the best interest of the Company and its shareholders as a whole.
Nature of Transaction:
Pursuant to a waiver dated March 22, 2002 granted by the Stock Exchange, a
summary of which is set out in the Company's announcement dated March 25, 2002,
instead of the net asset test and consideration test under Chapter 14 of the
Listing Rules, in respect of the Company, the tests for determining notifiable
transactions (except for connected transactions or share transactions) of the
Company may be calculated by reference to the ATKs for aircraft being acquired
by the Company as compared to the Company's aggregate fleet ATKs. As the ATKs
for the Assets, when aggregated with the ATKs for all aircraft acquired by the
Company during the last 12 months, represent only approximately 5% of the
Company's aggregate fleet ATKs, the acquisition of the Assets and the
Transaction do not constitute a discloseable transaction of the Company.
Nevertheless, the Transaction is required to be disclosed pursuant to the
relevant rules and regulations of the Shanghai Stock Exchange.
This announcement is made pursuant to paragraph 2(2) of the Listing Agreement of
the Company.
Definitions:
In this announcement, unless the context otherwise requires, the following terms
shall have the following meanings:
"Airbus" Airbus G.I.E.
"Aircraft Acquisition Agreement" the Aircraft Acquisition Agreement dated
September 29, 2003 between the Company and Airbus for the acquisition by the
Company of four A330-200 aircraft (with accompanying engines) from Airbus
"Assets" the four A330-200 aircraft (with accompanying engines)
"ATK" Available Tonne Kilometer
"Board" the board of Directors
"Company" China Southern Airlines Company Limited
"Directors" the directors of the Company
"Listing Rules" The Rules Governing the Listing of Securities on the Stock
Exchange
"PRC" the People's Republic of China
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Transaction" the transaction contemplated under the Aircraft Acquisition
Agreement
By order of the Board
Su Liang
Company Secretary
Guangzhou, the People's Republic of China
October 8, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CHINA SOUTHERN AIRLINES COMPANY LIMITED
By /s/ Su Liang
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Name: Su Liang
Title: Company Secretary
Date: October 10, 2003