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 January, 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.
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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 January 17, 2005
published in two local newspapers in Hong Kong an announcement in Chinese and
English, respectively, concerning the operating lease of aircraft entered into
by 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
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The Directors of the Company hereby announce that, on January 13, 2005 the Board
had approved by written confirmation the Aircraft Lease Agreement, which was
entered into by the Company and GECAS on January 14, 2005, and the transactions
contemplated thereunder.
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AIRCRAFT LEASE AGREEMENT
The Company and all its 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 Board hereby announces that on January 13, 2005, in compliance with the
requirements under the Company Law of China and article 111 of the articles of
association of the Company, a total of 14 out of the 15 Directors participated
in considering and approving by written confirmation the Aircraft Lease
Agreement and the transactions contemplated thereunder.
On January 14, 2005, the Company and GECAS entered into the Aircraft Lease
Agreement, pursuant to which GECAS agrees to lease to the Company by way of
operating lease the Aircraft.
DATE
January 14, 2005.
PARTIES
(i) The Company, as the lessee. The principal business activity of the
Company is that of civil aviation.
(ii) GECAS, as the lessor. GECAS is a global aviation solutions provider,
and it provides a full range of fleet, financing and productivity solutions
to the airline industry, including operating lease, sale, leaseback and
trading of aircraft.
To the best of the Directors' knowledge, information and belief having made
all reasonable enquiry, GECAS and its ultimate beneficial owners are third
parties independent of the Company and connected persons (as defined in the
Listing Rules) of the Company, and are not connected persons of the
Company.
AIRCRAFT TO BE LEASED
Nine Boeing B737-800 aircraft
TERM OF THE LEASE
The Aircraft Lease Agreement is for a term of seven years, commencing from the
first date of delivery of the Aircraft.
DELIVERY
The Aircraft will be delivered in stages to the Company from April 2005 to
February 2006.
REASONS FOR THE TRANSACTION
The Directors believe that the Aircraft to be leased by GECAS to the Company
will enable the Company to expand its flight network and further enhance its
competitiveness and operating capability. The Directors further believe that the
terms and conditions of the Aircraft Lease Agreement and all transactions
contemplated thereunder are fair and reasonable and in the interests of the
Company's shareholders as a whole.
DEFINITIONS
In this announcement, unless the context requires otherwise, the following terms
shall have the following meanings:
"Aircraft" nine Boeing B737-800 aircraft
"Aircraft Lease Agreement" an agreement dated January 14, 2005 between the
Company and GECAS in respect of the lease of the Aircraft by GECAS to the
Company
"Board" the board of Directors
"Company" China Southern Airlines Company Limited
"Directors" the directors of the Company
"GECAS" GE Capital Aviation Services, a company incorporated in the Republic of
Ireland
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"Stock Exchange" The Stock Exchange of Hong Kong Limited
By Order of the Board
SU LIANG
Company Secretary
Guangzhou, the People's Republic of China
January 14, 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.
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: January 18, 2005