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, 2004
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 April 26, 2004
published in local newspapers in Hong Kong an announcement in Chinese and
English, respectively, concerning resolutions passed in a board meeting and a
Supervisory Committee meeting that held on April 23, 2004. A copy of the English
announcement is included in this Form 6-K of the Company.
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(STOCK CODE: 1055)
ANNOUNCEMENT
The Directors of the Company hereby announce that, on April 23, 2004, the Board
held a board meeting and the Supervisory Committee held a Supervisory Committee
meeting.
On April 23, 2004, the board of Directors (the "Board") held a board meeting
which was convened by Mr. Yan Zhi Qing, the Chairman of the Board, in accordance
with the "Articles of Association" and "Rules of Procedures for Board of
Directors" of the Company. The supervisory committee of the Company (the
"Supervisory Committee") also held a Supervisory Committee meeting on April 23,
2004.
A total of 13 out of the 15 Directors attended the board meeting. Mr. Zhao Liu
An, a Director of the Company, appointed Mr. Wang Quan Hua, a Director of the
Company, to vote on his behalf and Mr. Peter Lok, an independent non-executive
Director of the Company, appointed Mr. Simon To, an independent non-executive
Director of the Company, to vote on his behalf. The Directors who attended the
board meeting passed the following resolutions:
1. the full text and summary of the annual report and annual results
announcement for the year 2003 were considered and approved;
2. the Report of the Directors for the year 2003 was considered and approved;
3. the audited consolidated financial statements for the year 2003 was
considered and approved;
4. the profit distribution proposal for the year 2003 was considered and
approved: based on the audited results by KPMG Huazhen prepared in
accordance with the PRC Accounting Rules and Regulations, as at December
31, 2003, the Company recorded a net profit of approximately RMB14,488,000
(please see Note below). The Board did not recommend the payment of a final
dividend for the year 2003. Balance of profits for the year 2003 not
distributed to shareholders of the Company during the period would be
carried forward to next year, and no capitalization of capital common
reserve fund would be made for the period. Further, the Company would
allocate 10% of the statutory surplus reserve fund and 5% of the statutory
common reserves fund;
5. the 5 current independent non-executive Directors, namely Simon To, Peter
Lok, Wei Ming Hai, Wang Zhi and Sui Guang Jun be nominated as independent
non-executive Directors of the next session of the Board of Directors, and
the Board of Directors be authorized to propose to the 2003 Annual General
Meeting for approval of matters in connection with the appointment of the
next session of the Board of Directors and authorization of the Board to
fix the remuneration of the Directors (the brief biography of the nominated
Directors of the Board will be disclosed in the 2003 Annual Report);
6. the amendments to the Company's Articles of Association, Rules of
Procedures for Shareholders' General Meetings and Rules of Procedures for
Board of Directors were considered and approved (the details of the
proposed amendments to the Articles of Association, the Rules of Procedures
for Shareholders' General Meetings and the Rules of Procedures for the
Board of Directors will be disclosed in the Notice of 2003 Annual General
Meeting);
7. the appointment of KPMG as the international auditors and KPMG Huazhen as
the PRC auditors of the Company were considered and approved;
8. the proposal for the 2003 Annual General Meeting to be convened on June 16,
2004 was considered and approved, and the approved resolutions numbered 2
to 7 above be proposed to the Annual General Meeting for approval; and
9. the appointment of the Bank of New York as the depository of the American
Depository Receipts was confirmed.
The Supervisors who attended the Supervisory Committee meeting passed the
following resolutions:
1. the Board proposed resolutions numbered 1, 3, 4, 6 and 7 above were
approved;
2. the Report of Supervisory Committee for the year 2003 was considered and
approved; and
3. the Supervisory Committee be authorized to propose to the 2003 Annual
General Meeting for approval of matters in connection with the appointment
of the next session of the Supervisory Committee and authorization of the
Supervisory Committee to fix the remuneration of the Supervisors (the brief
biography of the nominated Supervisors will be disclosed in the Notice of
2003 Annual General Meeting).
As at the date of this announcement, the Directors of the Company include Yan
Zhi Qing, Wang Chang Shun, Zhou Yong Jin, Xu Jie Bo, Wu Rong Nan, Liu Ming Qi,
Peng An Fa, Wang Quan Hua, Zhao Liu An and Zhou Yong Qian as executive
Directors; and Simon To, Peter Lok, Wei Ming Hai, Wang Zhi and Sui Guang Jun as
independent non-executive Directors.
Note: Based on the audited results by KPMG prepared in accordance with the
International Financial Reporting Standards, as of December 31, 2003, the
Company recorded a net loss of approximately RMB358,267,000.
By order of the Board
SU LIANG
Company Secretary
Guangzhou, the People's Republic of China
April 23, 2004
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 28, 2004