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 May, 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 May 11, 2005
published in two local newspapers in Hong Kong an announcement in Chinese and
English, respectively, concerning a very substantial acquisition of the Company.
A copy of the English announcement is included in this Form 6-K of the Company.
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.
[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)
VERY SUBSTANTIAL ACQUISITION
The Directors of the Company hereby announce that, with the approval of the
Board, the Company and Xiamen Airlines entered into the Boeing Aircraft
Acquisition Agreement with Boeing for the purpose of acquiring 12 B737-700
aircraft and 33 B737-800 aircraft (15 of which are bought by Xiamen Airlines)
from Boeing on April 29, 2005.
The Directors believe that the acquisition of the Boeing Aircraft will further
increase the transportation capacity of the aircraft fleet of the Company, as a
result of which the ATK of the fleet will be raised by 15%. This will in turn
improve the operating capacity of the Company, and enhance its abilities to
provide premium services to its customers and to compete significantly in the
industry. Therefore, the Directors believe that the terms of the Boeing Aircraft
Acquisition Agreement are fair and reasonable and in the interests of the
shareholders of the Company as a whole.
As the relevant percentage ratio for the Transaction with regards to the
Consideration Test under Rule 14.07 of the Listing Rules is above 100%, the
Transaction constitutes a very substantial acquisition under the Listing Rules
and is therefore subject to approval by the Company's shareholders under Rule
14.49 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 Transaction. The Transaction
is 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 Transaction 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 Transaction will
be dispatched to the shareholders of the Company as soon as practicable.
THE BOEING AIRCRAFT ACQUISITION AGREEMENT
The Board hereby announces that, with the approval of the Board, the Company and
Xiamen Airlines, as purchasers, entered into the Boeing Aircraft Acquisition
Agreement with Boeing, as the vendor on April 29, 2005, pursuant to which the
Company will purchase 12 B737-700 aircraft and 18 B737-800 aircraft, and Xiamen
Airlines will acquire 15 B737-800 aircraft from Boeing.
DATE
April 29, 2005.
PARTIES
(i) The Company, as the purchaser. The principal business activity of the
Company is that of civil aviation.
(ii) Xiamen Airlines Company Limited, as the purchaser. The principal business
activity of Xiamen Airlines is that of civil aviation. Under the Listing
Rules, Xiamen Airlines is a subsidiary of the Company.
(iii) 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 ultimate beneficial owners is a third party independent
of the Company and its connected persons (as defined in the Listing Rules)
of the Company, and is not a connected person of the Company.
AIRCRAFT TO BE ACQUIRED BY THE COMPANY
12 B737-700 aircraft and 18 B737-800 aircraft.
AIRCRAFT TO BE ACQUIRED BY XIAMEN AIRLINES
15 B737-800 aircraft.
CONSIDERATION
According to the information provided by Boeing, the market price of a B737-700
aircraft is in the range of US$50.5 million to US$59 million, and the market
price of a B737-800 aircraft is in the range of US$61.5 million to US$69.5
million. The aggregate consideration for the Boeing Aircraft, which is payable
wholly in cash and determined after arm's length negotiation between the
parties, is lower than the market price as provided by Boeing.
PAYMENT AND DELIVERY TERMS
The aggregate consideration for the acquisition of Boeing Aircraft is payable by
cash in installments. The Boeing Aircraft will be delivered in stages to the
Company through the years 2006 to 2008.
SOURCE OF FUNDING
The Transaction will be wholly funded 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, neither the
Company nor Xiamen Airlines has entered into any agreement with any of these
commercial banks for financing the Transaction.
IMPLICATIONS UNDER THE LISTING RULES
As the relevant percentage ratio for the Transaction with regards to the
Consideration Test under Rule 14.07 of the Listing Rules is above 100%, the
Transaction constitutes a very substantial acquisition under the Listing Rules
and is therefore subject to approval by the Company's shareholders under Rule
14.49 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 Transaction.
The Transaction is also required to be disclosed pursuant to the relevant rules
and regulations of the Shanghai Stock Exchange. The announcement disclosing the
Transaction could only be cleared by the Shanghai Stock Exchange on the date
hereof because it was closed for public holidays from April 30, 2005 to May 8,
2005. The Listing Rules of the Shanghai Stock Exchange require that information
relating to the Company must be released simultaneously in the market in
mainland China as it is released to the markets in Hong Kong and the United
States of America, where the securities of the Company are also listed. As a
result, the Company could only publish this announcement in Hong Kong when it is
cleared by the Shanghai Stock Exchange.
Under the Listing Rules, the Company is required to inform the Stock Exchange as
soon as reasonably practicable of the Transaction, and to issue an announcement
disclosing the details of the Transaction after the execution of the Boeing
Aircraft Acquisition Agreement. The Stock Exchange is looking into the matter of
whether the Company had complied with such requirements of the Listing Rules.
REASONS FOR THE TRANSACTION
The Directors believe that the acquisition of the Boeing Aircraft will further
increase the transportation capacity of the aircraft fleet of the Company, as a
result of which the ATK of the fleet will be raised by 15%. This will in turn
improve the operating capacity of the Company, and enhance its abilities to
provide premium services to its customers and to compete significantly in the
industry. Therefore, the Directors believe that the terms of the Boeing Aircraft
Acquisition Agreement are fair and reasonable and in the interests of the
shareholders of the Company as a whole.
FURTHER INFORMATION
The Company will send a circular containing the information required under the
Listing Rules in relation to the Transaction 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, among other things,
the 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:
"ATK" available tonne kilometer
"Boeing" The Boeing Company, a company incorporated in the State of Delaware of
the United States of America
"Boeing Aircraft" 12 B737-700 aircraft and 33 B737-800 aircraft
"Boeing Aircraft Acquisition Agreement" the aircraft acquisition agreement dated
April 29, 2005 pursuant to which the Company and Xiamen Airlines have agreed to
acquire and Boeing has agreed to sell the Boeing Aircraft
"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
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Transaction" the acquisition of Boeing Aircraft under the Boeing Aircraft
Acquisition Agreement
"Xiamen Airlines" Xiamen Airlines Company Limited, a limited liability company
incorporated in the People's Republic of China and a subsidiary (as defined in
the Listing Rules) of the Company
By Order of the Board
SU LIANG
Company Secretary
Guangzhou, the People's Republic of China
May 10, 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
-------------------------------------
Name: Su Liang
Title: Company Secretary
Date: May 12, 2005