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 October, 2005
CHINA SOUTHERN AIRLINES COMPANY LIMITED
(Translation of registrant's name into English)
Jichang Road
Guangzhou, Guangdong 510405
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 October 26, 2005
published in two local newspapers in Hong Kong an announcement in Chinese and
English concerning the Announcement and Notice of the Second Extraordinary
General Meeting in 2005. The Company on October 26, 2005 distributed the Notice
of Extraordinary General Meeting, Form of Proxy for Extraordinary General
Meeting and Reply Slip in English and Chinese to its shareholders. A copy of the
English version of each of the documents is included in this Form 6-K of the
Company.
[CHINESE CHARACTERS]
[LOGO] 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 AND
NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING IN 2005
The board of directors (the "Board") of China Southern Airlines Company Limited
(the "Company") hereby announces that pursuant to article 134 of the articles of
association of the Company, the Board considered and approved by way of written
resolution the following resolutions:
1. the proposed retirement of Liu Ming Qi as a Director of the Company;
2. the proposed retirement of Wu Rong Nan as a Director of the Company;
3. the proposed resignation of Simon To as an independent non-executive
director of the Company, because he has held the office of independent
non-executive director for the maximum period of six years as allowed under
the Company's articles of association;
4. the proposed replacement of the original Article 120 of the Articles of
Association of the Company by the following provision:
'Article 120 The Company shall have a board of directors. The board of
directors shall consist of twelve (12) directors. The
board of directors shall have one (1) Chairman, two (2)
Vice-chairman.'
and the authorization of the board of Directors of the Company to make
similar changes to the Regulations on the Meeting of the Board of Directors
based on the changes set out in this resolution; and
5. the holding of the second extraordinary general meeting (the "EGM") of the
Company at 10:30 a.m. on 16 December, 2005 for the purpose of considering
and passing the following resolutions as ordinary resolutions:
a. the proposed retirement of Liu Ming Qi as a Director of the Company;
b. the proposed retirement of Wu Rong Nan as a Director of the Company;
and
c. the proposed resignation of Simon To as an independent non-executive
director of the Company, because he has held the office of independent
non-executive director for the maximum period of six years as allowed
under the Company's articles of association; and
the following resolution as a special resolution:
a. the proposed replacement of the original Article 120 of the Articles
of Association of the Company by the following provision:
'Article 120 The Company shall have a board of directors. The board of
directors shall consist of twelve (12) directors. The
board of directors shall have one (1) Chairman, two (2)
Vice-chairman.'
and the authorization of the board of Directors of the Company to make
similar changes to the Regulations on the Meeting of the Board of
Directors based on the changes set out in this resolution.
All 14 Directors of the Company entitled to participate have participated in
considering and approving the written resolutions. The format and procedure for
passing the resolutions were in accordance with the Company Law of the People's
Republic of China and the Company's articles of association.
NOTICE IS HEREBY GIVEN that the EGM will be held at No. 278, Ji Chang Road,
Guangzhou, Guangdong Province, the PRC on 16 December, 2005 at 10:30 a.m. for
the purpose of considering and passing the following resolutions:
ORDINARY RESOLUTION
1. "THAT the retirement of Liu Ming Qi as a Director of the Company be and is
hereby unconditionally approved."
2. "THAT the retirement of Wu Rong Nan as a Director of the Company be and is
hereby unconditionally approved."
3. "THAT the resignation of Simon To as an independent non-executive director
of the Company, because he has held the office of independent non-executive
director for the maximum period of six years as allowed under the Company's
articles of association, be and is hereby unconditionally approved."
SPECIAL RESOLUTION
1. "THAT the original Article 120 of the Articles of Association of the
Company replaced by the following provision:
'Article 120 The Company shall have a board of directors. The board of
directors shall consist of twelve (12) directors. The
board of directors shall have one (1) Chairman, two (2)
Vice-chairman.'
and THAT the board of Directors of the Company be and is hereby authorized
to make similar changes to the Regulations on the Meeting of the Board of
Directors based on the changes set out in this resolution."
By Order of the Board of
SU LIANG
Company Secretary
Guangzhou, the People's Republic of China
25 October, 2005
As at the date of this notice, 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.
Notes:
1. PERSONS WHO ARE ENTITLED TO ATTEND THE EGM
a. Holders of H shares of the Company who are registered with Hong Kong
Registrars Limited, the registrar of H shares of the Company, at the
close of trading in the afternoon of 16 November, 2005 ("Eligible
Shareholders") or their representatives are entitled to attend the EGM
after completion of the required registration procedures in accordance
with Note 2 "Registration procedures for attending the EGM". Holders
of A shares of the Company shall receive a notice separately.
b. The directors, supervisors and senior management of the Company.
c. Representatives of the professional advisers hired by the Company and
special guests invited by the board of directors of the Company.
2. REGISTRATION PROCEDURES FOR ATTENDING THE EGM
a. Eligible Shareholders who intend to attend the EGM either in person or
by proxy must deliver to the Company on or before 26 November, 2005,
in person or by post at the registration address of the Company, or by
fax at (+86) 20-8665 9040, the reply slip, which is attached to the
notice of the EGM as Attachment A.
b. When attending the EGM, individual Eligible Shareholder or his/her
proxy shall bring along his/her identity card. The legal
representative of a corporate Eligible Shareholder attending the EGM
shall bring along his/her identity card, together with a notarized
copy of the resolution or power of attorney issued by the board of
directors or other governing body of the corporate Eligible
Shareholder to appoint such legal representative to attend the
meeting.
c. Holders of H shares of the Company who intend to attend the EGM must
deliver their instruments of transfer together with the relevant share
certificates to Hong Kong Registrars Limited, the registrar of H
Shares of the Company, at Shops 1712-1716, 17th Floor, Hopewell
Centre, 183 Queen's Road East, Hong Kong, at or before 4:00 p.m. on 16
November, 2005.
d. The register of H shares of the Company will be closed from 17
November, 2005 to 15 December, 2005 (both days inclusive), during
which period no transfer of H shares will be registered.
3. PROXIES
a. An Eligible Shareholder has the right to appoint one or more proxies
to attend the EGM and vote on his/her behalf. A proxy does not need to
be a shareholder of the Company.
b. A proxy must be appointed by an Eligible Shareholder or his/her
attorney by way of a form of proxy for extraordinary general meeting,
which is attached to the notice of EGM as Attachment B. If the proxy
is appointed by the attorney of an Eligible Shareholder, the power of
attorney or other authorization document(s) authorizing such attorney
to appoint the proxy must be notarized.
c. To be valid, the notarized power of attorney or other authorization
document(s), together with the completed form of proxy for the EGM,
must be lodged with Hong Kong Registrars Limited at 46th Floor,
Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48
hours before the time designated for the holding of the EGM.
4. MISCELLANEOUS
a. The EGM is expected to last for not more than one day. Eligible
Shareholders who attend shall bear their own traveling and
accommodation expenses.
b. The address of the headquarters of the Company is:
1st Floor, No. 278 Ji Chang Road
Guangzhou 510405, Guangdong Province
People's Republic of China
Telephone No.: (+86) 20-8612 4737
Facsimile No.: (+86) 20-8665 9040
Website: www.cs-air.com
Contact persons: Su Liang and Lei Bin
c. Pursuant to the Article 77 of the Articles of Association of the
Company, at any general meeting of shareholders of the Company, a
resolution shall be decided on a show of hands unless a poll is
(before or after any vote by show of hands) demanded:
i. by the chairman of the meeting;
ii. by at least two shareholders entitled to vote present in person
or by proxy; or
iii. by one or more shareholders present in person or by proxy and
representing 10 per cent or more of all shares carrying the right
to vote at the meeting.
The demand for a poll may be withdrawn by the person who makes such
demand.
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NOTICE OF THE EGM
--------------------------------------------------------------------------------
[CHINESE CHARACTERS]
[LOGO] CHINA SOUTHERN AIRLINES COMPANY LIMITED
(a joint stock limited company incorporated in
the People's Republic of China with limited liability)
(STOCK CODE: 1055)
NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING IN 2005
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of
China Southern Airlines Company Limited (the "Company") will be held at No. 278,
Ji Chang Road, Guangzhou, Guangdong Province, the PRC on 16 December, 2005 at
10:30 a.m. for the purpose of considering and passing the following resolutions:
ORDINARY RESOLUTION
1. "THAT the retirement of Liu Ming Qi as a Director of the Company be
and is hereby unconditionally approved."
2. "THAT the retirement of Wu Rong Nan as a Director of the Company be
and is hereby unconditionally approved."
3. "THAT the resignation of Simon To as an independent non-executive
director of the Company, because he has held the office of independent
non-executive director for the maximum period of six years as allowed
under the Company's articles of association, be and is hereby
unconditionally approved."
SPECIAL RESOLUTION
1. "THAT the original Article 120 of the Articles of Association of the
Company replaced by the following provision:
'Article 120 The Company shall have a board of directors. The board
of directors shall consist of twelve (12) directors.
The board of directors shall have one (1) Chairman, two
(2) Vice-chairman.'
and THAT the board of Directors of the Company be and is hereby
authorized to make similar changes to the Regulations on the Meeting
of the Board of Directors based on the changes set out in this
resolution."
By Order of the Board of
SU LIANG
Company Secretary
Guangzhou, the People's Republic of China
25 October, 2005
As at the date of this notice, 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.
Notes:
1. PERSONS WHO ARE ENTITLED TO ATTEND THE EGM
a. Holders of H shares of the Company who are registered with Hong Kong
Registrars Limited, the registrar of H shares of the Company, at the
close of trading in the afternoon of 16 November, 2005 ("Eligible
Shareholders") or their representatives are entitled to attend the EGM
after completion of the required registration procedures in accordance
with Note 2 "Registration procedures for attending the EGM". Holders
of A shares of the Company shall receive a notice separately.
-1-
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NOTICE OF THE EGM
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b. The directors, supervisors and senior management of the Company.
c. Representatives of the professional advisers hired by the Company and
special guests invited by the board of directors of the Company.
2. REGISTRATION PROCEDURES FOR ATTENDING THE EGM
a. Eligible Shareholders who intend to attend the EGM either in person or
by proxy must deliver to the Company on or before 26 November, 2005,
in person or by post at the registration address of the Company, or by
fax at (+86) 20-8665 9040, the reply slip, which is attached to the
notice of the EGM as Attachment A.
b. When attending the EGM, individual Eligible Shareholder or his/her
proxy shall bring along his/her identity card. The legal
representative of a corporate Eligible Shareholder attending the EGM
shall bring along his/her identity card, together with a notarized
copy of the resolution or power of attorney issued by the board of
directors or other governing body of the corporate Eligible
Shareholder to appoint such legal representative to attend the
meeting.
c. Holders of H shares of the Company who intend to attend the EGM must
deliver their instruments of transfer together with the relevant share
certificates to Hong Kong Registrars Limited, the registrar of H
Shares of the Company, at Shops 1712-1716, 17th Floor, Hopewell
Centre, 183 Queen's Road East, Hong Kong, at or before 4:00 p.m. on 16
November, 2005.
d. The register of H shares of the Company will be closed from 17
November, 2005 to 15 December, 2005 (both days inclusive), during
which period no transfer of H shares will be registered.
3. PROXIES
a. An Eligible Shareholder has the right to appoint one or more proxies
to attend the EGM and vote on his/her behalf. A proxy does not need to
be a shareholder of the Company.
b. A proxy must be appointed by an Eligible Shareholder or his/her
attorney by way of a form of proxy for extraordinary general meeting,
which is attached to the notice of EGM as Attachment B. If the proxy
is appointed by the attorney of an Eligible Shareholder, the power of
attorney or other authorization document(s) authorizing such attorney
to appoint the proxy must be notarized.
c. To be valid, the notarized power of attorney or other authorization
document(s), together with the completed form of proxy for the EGM,
must be lodged with Hong Kong Registrars Limited at 46th Floor,
Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48
hours before the time designated for the holding of the EGM.
4. MISCELLANEOUS
a. The EGM is expected to last for not more than one day. Eligible
Shareholders who attend shall bear their own traveling and
accommodation expenses.
b. The address of the headquarters of the Company is:
1st Floor, No. 278 Ji Chang Road
Guangzhou 510405, Guangdong Province
People's Republic of China
Telephone No.: (+86) 20-8612 4737
Facsimile No.: (+86) 20-8665 9040
Website: www.cs-air.com
Contact persons: Su Liang and Lei Bin
c. Pursuant to the Article 77 of the Articles of Association of the
Company, at any general meeting of shareholders of the Company, a
resolution shall be decided on a show of hands unless a poll is
(before or after any vote by show of hands) demanded:
i. by the chairman of the meeting;
ii. by at least two shareholders entitled to vote present in person
or by proxy; or
iii. by one or more shareholders present in person or by proxy and
representing 10 per cent or more of all shares carrying the right
to vote at the meeting.
The demand for a poll may be withdrawn by the person who makes such
demand.
-2-
[CHINESE CHARACTERS]
[LOGO] CHINA SOUTHERN AIRLINES COMPANY LIMITED
(a joint stock limited company incorporated in
the People's Republic of China with limited liability)
(STOCK CODE: 1055)
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ATTACHMENT A
REPLY SLIP
TO: CHINA SOUTHERN AIRLINES COMPANY LIMITED
I/we intend to attend (in person/by proxy)1 the extraordinary general meeting of
the Company to be held at 10:30 a.m. on 16 December, 2005.
-------------------------------------------------------------------------------
Name(2)
-------------------------------------------------------------------------------
Number of ordinary shares
registered in my name(3)
-------------------------------------------------------------------------------
Identity card/passport number(1,4)
-------------------------------------------------------------------------------
Share account number
-------------------------------------------------------------------------------
Mailing address
-------------------------------------------------------------------------------
Telephone number
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Signature(5): _________________________ Date: _______________________ 2005
Notes:
1. Please delete the option which is not applicable.
2. Please insert your full name in both English and Chinese in block capital
letters.
3. Please attach a photocopy of proof of ownership of your shares.
4. Please attach a photocopy of your identity card/passport.
5. This reply slip must be signed by the registered shareholder. If the
registered shareholder is a company or an organization, then this reply
slip must be sealed with the common seal of such company or organization or
under hand by any directors or agents duly appointed by such company or
organization.
[CHINESE CHARACTERS]
[LOGO] CHINA SOUTHERN AIRLINES COMPANY LIMITED
(a joint stock limited company incorporated in
the People's Republic of China with limited liability)
(STOCK CODE: 1055)
--------------------------------------------------------------------------------
ATTACHMENT B
----------------------------------------------
The number of H Shares to which this
proxy form relates(1)
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FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING ("EGM")
I/We(2), _______________________, holder of share account number
_________________, residing at ________________________, being the registered
holder of(3) ______________________ ordinary shares of the Company, HEREBY
APPOINT(4) ___________________________, residing at __________________________
_____________________________________________________________________________,
as my/our proxy/proxies to attend on my/our behalf the EGM of China Southern
Airlines Company Limited (the "Company") to be held at the headquarters of the
Company, No. 278 Ji Chang Road, Guangzhou, Guangdong Province, the PRC at 10:30
a.m., on 16 December, 2005 and to act and vote on my/our behalf at the EGM in
respect of the resolutions listed below, in accordance with my/our instructions
below(5).
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ORDINARY RESOLUTIONS FOR(5) AGAINST(5)
-------------------------------------------------------------------------------------------------------------------
1. To approve the retirement of Liu Ming Qi as a Director of the
Company.
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2. To approve the retirement of Wu Rong Nan as a Director of the
Company.
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3. To approve the resignation of Simon To as an independent non-executive
director of the Company, because he has held the office of independent
non-executive director for the maximum period of six years as allowed
under the Company's articles of association.
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SPECIAL RESOLUTION
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1. To approve the special resolution on the proposed amendment to Article
120 of the Articles of Association of the Company as set out in the
Notice of the Second Extraordinary General Meeting in 2005.
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Signature(6): ____________________ Date: _______________________ 2005
Notes:
1. Please insert the number of shares in the Company registered in your
name(s) and to which this proxy form relates. If no such number is
inserted, this form of proxy will be deemed to relate to all the shares in
the Company registered in your name(s).
2. Please insert the name(s) and address(es) (as shown in the register of
members) in block capital(s).
3. Please insert the number of all the shares in the Company registered in
your name(s).
4. If no person is appointed as proxy, the Chairman of the EGM will be deemed
to have been appointed by you as your proxy.
5. If you wish to vote for any of the resolutions, please insert a "X" in the
box marked "FOR" or if you wish to vote against any of the resolutions,
please insert a "X" in the box marked "AGAINST" if no indication is given,
then your proxy/proxies may vote in such manner as he/she/they think(s)
fit.
6. This form of proxy must be signed by you or your attorney duly authorised
in writing or, in the case of a company or an organization, either under
the common seal or under the hand of any director or attorney duly
authorised in writing. In any event, the execution shall be made in
accordance with the articles of association of such company or
organization.
7. Unless the context requires otherwise, words and expressions defined in the
circular of the Company setting out details in respect of the above
ordinary resolutions and not otherwise defined herein shall have the same
meanings when used herein.
8. To be valid, this proxy form and, if such proxy form is signed by a person
under a power of attorney or authority on behalf of the appointer, a
notarised copy of that power of attorney or other authority, must be
delivered to Hong Kong Registrars Limited at 46th Floor, Hopewell Centre,
183 Queen's Road East, Hong Kong in not less than 48 hours before the time
appointed for the holding of the AGM.
9. A proxy, on behalf of the shareholder, attending EGM shall bring along the
proxy form duly completed and signed as well as the proof of identification
of the proxy, in the case of a company or an organization, the proxy shall
also bring along a notarised copy of the resolution of the board of
directors or other governing body of the appointer or a letter of
authorization.
10. This proxy form shall be completed in form of a set of two copies, one of
which shall be lodged to the Company pursuant to Note 8; and the other copy
shall be produced upon the EGM by the proxy of the shareholder pursuant to
Note 9.
11. Completion and return of the form of proxy will not preclude you from
attending and voting in person at the EGM or any adjourned EGM should you
so wish.
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: October 27, 2005