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 29, 2004 published in local newspapers in Hong Kong an announcement in Chinese and English, respectively, concerning the Company's first quarterly report of 2004. 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 content 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 content of this announcement. [COMPANY NAME IN CHINESE CHARACTER] CHINA SOUTHERN AIRLINES COMPANY LIMITED (a joint stock limited company incorporated in the People's Republic of China with limited liability) (STOCK CODE: 1055) FIRST QUARTERLY REPORT OF 2004 SUMMARY The unaudited financial statements of the Company for the first quarter of 2004 were prepared in accordance with the PRC GAAP. This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules. 1. IMPORTANT NOTICE This announcement is made by China Southern Airlines Company Limited (the "Company") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The Directors of the Company collectively and individually warrant that the information set out in this report does not contain any misrepresentation, misleading statement or material omission; and jointly and severally accepts full responsibility as to the truthfulness, accuracy and completeness of the content herein. The first quarterly report of the Company for the year 2004 (the "First Quarterly Report") was prepared in accordance with the relevant rules and regulations of the China Securities Regulatory Commission. The unaudited financial statements of the Company for the first quarter of 2004 were prepared in accordance with the accounting rules and regulations of the People's Republic of China ("PRC GAAP"). Mr. Yan Zhi Qing (Chairman), Mr. Wang Chang Shun (President), Mr. Xu Jie Bo (Chief Financial Officer and Vice President) and Mr. Xiao Li Xin (General Manager of the Financial Department) of the Company, warrant that the First Quarterly Report is true and complete. 2 BASIC PARTICULARS OF THE COMPANY 2.1 BASIC INFORMATION OF THE COMPANY Stock abbreviation China Southern Stock code 600029 (A share), 1055 (H share), ZNH (ADs) Company Secretary: Su Liang Securities Representative: Lei Bin Correspondence Address: Baiyun International Airport, Guangzhou, the People's Republic of China Telephone: 020-86124737 Facsimile: 020-86659040 e-mail address: ir.cz@cs-air.com 2.2 FINANCIAL INFORMATION 2.2.1 Major Accounting Data and Financial Indices AS AT AS AT 31 MARCH 2004 31 MARCH 2003 CHANGE (%) Total assets (RMB'000) 40,449,545 39,372,204 2.74 Shareholders' equity (excluding minority interests) (RMB'000) 11,745,766 11,549,850 1.70 Net assets per share (RMB) 2.69 2.64 1.89 Adjusted net assets per share (RMB) 2.61 2.59 0.77 FOR THE PERIOD FROM FOR THE 1 JANUARY 2004 PERIOD ENDED TO 31 MARCH 2004 31 MARCH 2004 CHANGE (%) Net cash outflow from operating activities (RMB'000) 11,097 N/A N/A Earnings per share (RMB) 0.045 N/A N/A Return on net assets 1.7% N/A N/A Return on net assets after extraordinary gains and losses 1.8% N/A N/A EXTRAORDINARY (GAINS)/LOSSES AMOUNT (RMB'000) Non-operating expenses Net loss on disposal of fixed assets 397 Others, net 10,291 ------ Total 10,688 ====== 2.2.2 Profit and Loss Account CONSOLIDATED THE COMPANY JANUARY - JANUARY - MARCH, 2004 MARCH, 2004 RMB'000 RMB'000 REVENUE FROM PRINCIPAL OPERATIONS 5,245,109 3,618,154 Less: Operating costs of principal operations 4,041,279 2,905,338 Business taxes and surcharges 153,297 102.676 --------- --------- PROFIT FROM PRINCIPAL OPERATIONS 1,050,533 610,140 Add: Profit from other operations 80,773 74,927 Less: Selling expenses 401,859 275,227 General and administration expenses 224,812 131,959 Financial expenses 184,660 141,236 --------- --------- OPERATING PROFIT 319,975 136,645 Add: Investment income 7,685 91,282 Non-operating income 1,801 334 Less: Non-operating expenses 12,489 6,878 --------- --------- PROFIT BEFORE INCOME TAX 316,972 221,383 Less: Income tax 58,421 25,467 Less: Minority interests 62,635 - --------- --------- Net Profit 195,916 195,916 ========= ========= 2.3 As at the end of the reporting period, the Company had a total number of 155,710 shareholders. 3 MANAGEMENT DISCUSSION AND ANALYSIS 3.1 BRIEF ANALYSIS OF THE COMPANY'S OVERALL OPERATIONAL ACTIVITIES DURING THE REPORTING PERIOD [X] Applicable [ ] Not Applicable During the reporting period, the domestic aviation market continued to recover with strong demand for air transportation, which was mainly stimulated by the continuous stable economic development and the increase in domestic consumption level. For the first quarter of 2004, our aviation transportation business maintained a good trend of growth. All production indices were higher as compared to the same period of last year. Among which, the Company's total traffic volume was 1,041,600,000 tonne-kilometers, representing a growth of 5.6% over the same period of last year; passengers carried were 6,413,000, representing an increase of 17.1% from the same period last year; Cargo and mail traffic amounted to 124,000 tonne, representing an increase of 0.8% from the same period last year; passenger load factor was 65.3%, representing a growth of 4.1% over the corresponding period last year. Meanwhile, the revenues and profits from our principal operations were RMB5,245,109,000 and RMB1,050,533,000 respectively, which resulting in a net profit of RMB195,916,000. This is the first quarterly report for the period from 1 January to 31 March announced by the Company. Therefore, no comparative figures for the corresponding period of last year are available. 3.1.1 PRINCIPAL OPERATIONS OR PRODUCTS REPRESENTING MORE THAN 10% OF THE INCOME OR PROFIT FROM THE COMPANY'S PRINCIPAL OPERATIONS [X] Applicable [ ] Not Applicable PRINCIPLE OPERATION GROSS PROFIT (BY BUSINESS OR PRODUCT) INCOME COSTS MARGIN (%) Income from transportation (RMB'000) 5,245,109 4,041,279 22.95 Including: connected transactions (RMB'000) - 209,145 - 3.1.2 ANALYSIS OF SIGNIFICANT EVENTS AND THEIR IMPACT AND SOLUTIONS [X] Applicable [ ] Not Applicable In accordance with the reply by the State Tax Bureau in Guangzhou Economic and Technology Development Zone in relation to the applicable rate on enterprise income tax on the part of China Southern Airlines Company Limited, the Company is liable to pay enterprise income tax at the rate applicable to manufacturing foreign investment enterprises in Guangzhou Economic and Technology Development Zone, with effect from 1 October 2003. As at the date of this Announcement, the Directors of the Company are Yan Zhi Qing, 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. By order of the Board CHINA SOUTHERN AIRLINE COMPANY LIMITED YAN ZHI QING Chairman Guangzhou, the People's Republic of China 28 April 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 30, 2004