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 November, 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 November 30,
2004 published in two local newspapers in Hong Kong an announcement in Chinese
and English, respectively, concerning the resolutions passed at the First
Extraordinary General Meeting of the Company. 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)
ANNOUNCEMENT OF THE RESOLUTIONS PASSED AT THE
FIRST EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2004
--------------------------------------------------------------------------------
The Company and all members of its board of directors hereby confirm the
truthfulness, accuracy and completeness of the contents of this announcement and
jointly and severally accept full responsibility for any false representation,
misleading statement or material omission herein contained.
--------------------------------------------------------------------------------
The first Extraordinary General Meeting for the year 2004 (the "EGM") of China
Southern Airlines Company Limited (the "Company") was held at the Company's
headquarters at No. 278, Ji Chang Road, Guangzhou, Guangdong Province, People's
Republic of China ("PRC") on November 29, 2004. Three shareholders and
authorized proxies holding an aggregate of 2,321,108,919 shares carrying voting
rights, which represented 53.06% of the total share capital of the Company, were
present at the EGM which was in compliance with the requirements of the Company
Law of the PRC and the provisions of the Articles of Association of the Company.
After consideration by the shareholders and authorized proxies and through
voting by way of a poll and on a named basis, the following resolutions were
passed at the EGM:
THE ORDINARY RESOLUTIONS:
1. The proposed resignation of Mr. Yan Zhi Qing as a director of the Company
for age reason.
Votes in favour of the resolution: 2,321,064,169 shares; and votes against
the resolution: 44,750 shares, representing 99.99% and 0.01% respectively
of the total number of shares held by shareholders (including proxies)
present at the EGM carrying voting rights.
The shareholders and authorized proxies present at the EGM acknowledged
that during Mr. Yan's tenure of directorship, he diligently and faithfully
carried out his duties as a director of the Company and actively pursued
the various developments plans of the Company. The Company hereby extends
its appreciation for Mr. Yan's efforts and contribution to the Company
during the tenure of his directorship.
2. The proposed election of Mr. Liu Shao Yong, as nominated by China Southern
Air Holding Company in accordance with the Articles of Association of the
Company, as a director of the fourth session of the Board of the Company.
Votes in favour of the resolution: 2,306,801,920 shares; and votes against
the resolution: 10,075,500 shares, representing 99.57% and 0.43%
respectively of the total number of shares held by shareholders (including
proxies) present at the EGM carrying voting rights.
According to the requirements of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), KPMG was
appointed as the scrutineer in respect of votings at the EGM. Ms. Zhang Zhen Ya,
PRC lawyer from Z&T Law Firm, attended the EGM and issued a legal opinion that
the convening of the EGM, the procedures for the holding of the EGM, the
eligibility of the persons who attended the EGM and the procedures for voting at
the EGM are in compliance with the PRC Company Law, the Opinion on the
Regulation of the Shareholders' Meeting of a Listed Company, and the Company's
Articles of Association, and that the resolutions passed at the EGM are lawful
and valid.
By order of the Board
SU LIANG
Company Secretary
Guangzhou, the People's Republic of China
November 29, 2004
Note: The taking of the poll results was scrutinised by KPMG, Certified Public
Accountants, whose work was limited to the conduct of certain procedures
requested by the Company in accordance with the provisions of the Listing
Rules to confirm that the poll results summary prepared by the Company
were identical with the results shown in the poll forms collected and
provided by the Company to KPMG. The work performed by KPMG in this
respect did not constitute either an audit or a review made in accordance
with Hong Kong auditing standards nor did it include provision of any
assurance or advice on matters of legal interpretation or entitlement
to vote.
As at the date of this announcement, the Directors of the Company include Liu
Shao Yong, Liu Ming Qi, Wang Chang Shun, Peng An Fa, Wang Quan Hua, Zhao Liu An,
Zhou Yong Qian, Zhou Yong Jin, Xu Jie Bo and Wu Rong Nan as executive Directors;
and Simon To, Peter Lok, Wei Ming Hai, Wang Zhi and Sui Guang Jun as independent
non-executive Directors.
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: December 1, 2004