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, 2006
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.
------------ ------------
(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 27, 2006
published in two local newspapers in Hong Kong an announcement in Chinese and
English, respectively, in relation to connected transactions. 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.
[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
CONNECTED TRANSACTIONS
In order to comply with the various requirements under Chapter 14A of the
Listing Rules in respect of continuing connected transactions of the
Company, the Company and CSAHC (or its associates) have entered into
Continuing Connected Transaction Agreements, each of which constitutes a
continuing connected transaction for the Company under the Listing Rules.
Pursuant to the Listing Rules, each percentage ratio (other than the
profits ratio) for each of the Continuing Connected Transaction Agreements
is on an annual basis less than 2.5%. Each of the Continuing Connected
Transaction Agreements falls under Rule 14A.34 and is only subject to the
reporting and announcement requirements set out in Rules 14A.45 to 14A.47
of the Listing Rules and is exempt from the independent shareholders'
approval requirements.
In order to expand the assets size and competitive advantage of the
Company's airline operations and completely remove competition with CSAHC
in the airline industry, the Board of Directors reviewed and approved the
acquisition by the Company of the assets ("Core Assets") and liabilities
("Core Liabilities") in relation to the airline operations of Hainan Co.,
Ltd. As Hainan Co., Ltd. is a connected person of the Company under the
Listing Rules, the Acquisition constitutes a connected transaction for the
Company under the Listing Rules. Pursuant to the Listing Rules, each
percentage ratio (other than the profits ratio) for the Acquisition is on
an annual basis less than 2.5%. The Acquisition falls under Rule 14A.32 and
is only subject to the reporting and announcement requirements set out in
Rules 14A.45 to 14A.47 of the Listing Rules and is exempt from the
independent shareholders' approval requirements.
The number of Directors who participated in approving the Continuing
Connected Transaction Agreements and the Acquisition, and the procedures
involved were in compliance with the relevant requirements of Company Law
of the PRC and the Articles of Association of the Company.
China Southern Airlines Company Limited (the "Company") and all members of its
board ("Board") of directors ("Directors") confirm the truthfulness, accuracy
and completeness of the contents in this announcement and accept full
responsibility for any false representation, misleading statement or material
omission contained herein.
This announcement is made in accordance with the requirements under Chapter 14A
of the Rules Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited (the "Listing Rules") in respect of connected transactions entered
into between the Company, whose principal business activity is that of civil
aviation and China Southern Air Holding Company ("CSAHC") and its associates.
CSAHC is the controlling shareholder of the Company, holding approximately
50.30% equity interest in the Company as of the date hereof, and is therefore a
connected person of the Company under the Listing Rules. The principal business
activity of CSAHC, based on its business licence, is that of operating and
managing, on behalf of the PRC government, certain state-owned assets, including
properties, and state-owned shareholdings in various PRC companies.
(1) CONTINUING CONNECTED TRANSACTIONS WITH CSAHC (OR ITS ASSOCIATES)
(A) In order to comply with the various requirements under Chapter 14A of
the Listing Rules in respect of continuing connected transactions of
the Company, the Company and CSAHC (or its associates) have entered
into new agreements in respect of the following continuing connected
transactions:
(i) SOUTHERN AIRLINES (GROUP) IMPORT AND EXPORT TRADING COMPANY
("SAIETC"), A WHOLLY OWNED SUBSIDIARY OF CSAHC
The Company and SAIETC entered into an agreement dated 22 May,
1997 for the import and export of aircraft, flight equipment,
special vehicles for airline use, communication and navigation
facilities, and training facilities for a term from 22 May, 1997
to 22 May, 2000 which was subsequently extended to 22 May, 2006
by mutual agreement between the parties. The principal business
activity of SAIETC is that of import and export of aircraft,
flight equipment and facilities, and custom clearing services.
In order to comply with the requirements under Rule 14A.35 of the
Listing Rules so that SAIETC can continue to provide import and
export services and custom clearing service after the expiry of
the original agreement, the Company and SAIETC entered into a new
import and export agency framework agreement (the "Import and
Export Agency Framework Agreement") on 1 January, 2006, which
became effective on 25 April, 2006, having been approved by the
Board of Directors of the Company.
The Import and Export Agency Framework Agreement is valid for a
term of three years, commencing from the date of the agreement,
subject to compliance with the relevant provisions of the Listing
Rules by the Company. Both parties agreed that the agency fee for
import and export shall be determined after arm's length
negotiation and shall not be higher than the market rate. The
agency fee is payable within the time period set out in the
invoice to be delivered to the Company. The Company will fund the
agency fee wholly by its internal resources.
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For the year ended 31 December, 2004 and 31 December, 2005, the
amount incurred by the Group for the import and export of the
above equipment was RMB1,117,289,000 and RMB31,714,000
respectively. The difference was due to the larger number import
and export of aircraft, flight equipment, communication and
navigation facilities handled by SAIETC for the Company in 2004
than in 2005. Based on historical figures, and with regard to
current market prices and the approximate amount of import and
export required for the business development of the Company, the
annual cap for the Import and Export Agency Framework Agreement
is set at RMB80,000,000 per annum for the entire term of the
Import and Export Agency Framework Agreement. The Import and
Export Agency Framework Agreement is considered to be on normal
commercial terms, in the ordinary and usual course of business,
fair and reasonable and in the interests of the Company and its
shareholders as a whole by the independent non-executive
Directors of the Company and has been approved by the independent
non-executive Directors.
(II) CHINA SOUTHERN AIRLINES GROUP PASSENGER AND CARGO AGENT COMPANY
LIMITED ("PCACL"), A WHOLLY OWNED SUBSIDIARY OF CSAHC
The Company and its subsidiaries (the "Group") have entered into
ticket agency agreements for the sale of the Group's air tickets
with several subsidiaries of CSAHC (the "Agents"). The Agents
charge commission on the basis of the rates stipulated by the
Civil Aviation Administration of China ("CAAC") and International
Air Transport Association ("IATA"). The Agents charge a
commission in the amount of 3% of the ticket price for domestic
tickets and 5% to 12% of the ticket price for Hong Kong
regional/international tickets. The Group has other air ticket
sales agents in the PRC who also charge commission at the same
rates. The Agents also act as air ticket sales agents for other
Chinese airlines and charge the same rates of commission to such
other airlines as those charged to the Group.
In order to comply with the requirements under Rule 14A.35 of the
Listing Rules so that PCACL can continue to provide ticket agency
services, the Company and PCACL, a wholly-owned subsidiary of
CSAHC whose principal business activity is that of acting as an
air ticket agent and airfreight forwarding agent, entered into a
new ticket agency framework agreement (the "New Ticket
Agreement") and a new airfreight forwarding agency framework
agreement (the "New Airfreight Agreement", together with New
Ticket Agreement, the "Two Sales Agency Framework Agreements") on
1 January, 2006, which became effective on 25 April, 2006, having
been approved by the Board of Directors of the Company.
The Two Sales Agency Framework Agreements are valid for a term of
three years commencing from 1 January, 2006, subject to the
compliance of relevant requirements of the Listing Rules by the
Company. The parties agreed that the agency fee shall be
determined after arm's length negotiation and shall not be higher
than the market rate. The agency fee is payable within the time
period set out in the invoice to be delivered to the Company. The
Company will fund the agency fee wholly by its internal
resources.
For the year ended 31 December, 2004 and 31 December, 2005, the
aggregate amount of ticket sales of the Group conducted through
PCAC was RMB32,008,000 and RMB36,719,000 respectively. The
increase was due to the rise in ticket sales conducted through
PCAC as the Group expanded its business operations. Based on the
approximate amount of ticket sales and airfreight forwarding
services to be provided by PCAC, the annual cap under each of the
Two Sales Agency Framework Agreements is set at RMB10,000,000 per
annum for the entire term of each of the Two Sales Agency
Framework Agreements. Each of the Two Sales Agency Framework
Agreements is considered to be on normal commercial terms, in the
ordinary and usual course of business, fair and reasonable and in
the interests of the Company and its shareholders as a whole by
the independent non-executive Directors of the Company and has
been approved by the independent non-executive Directors.
(III) CHINA SOUTHERN AIRLINES GROUP TRAVEL DEVELOPMENT COMPANY LIMITED
("CSA TRAVEL"), A WHOLLY OWNED SUBSIDIARY OF CSAHC
The Company and CSA Travel, whose principal business activity is
that of operating tourism related business, entered into a
framework agreement on Lease, Operation and Management
("Framework Agreement on Lease and Operation") on 1 January, 2006
in order to allow Company to lease certain hotels belonging to it
to CSA Travel for it to operate, and to provide certain relevant
services in compliance with the requirements under Rule 14A.35 of
the Listing Rules for a term of three years, commencing from the
date of the agreement. The Framework Agreement on Lease and
Operation became effective on 25 April, 2006, having been
approved by the Board of Directors of the Company. Pursuant to
the agreement, the Company shall lease Guangzhou Airlines Hotel,
Zhuhai Pilot Mansion and certain portions of CSA Guangzhou Hotel
and Beijing CSA Hotel to the CSA Travel for operation and
management of such hotels. The Framework Agreement on Lease and
Operation would become effective upon approval by the Board of
Directors of the Company.
The relevant fee charging schedule was determined on an arm's
length between both parties and the price shall not be higher
than the market rate. The fee is payable within the time period
set out in the invoice to be delivered to CSA Travel.
With regard to the amount of rent payable under the agreement,
the annual cap for the Framework Agreement on Lease and Operation
is set at RMB6,000,000 per annum for the entire term of the
agreement. The Framework Agreement on Lease and Operation is
considered to be on normal commercial terms, in the ordinary and
usual course of business, fair and reasonable and in the
interests of the Company and its shareholders as a whole by the
independent non-executive Directors of the Company and has been
approved by the independent non-executive Directors.
(IV) SOUTHERN AIRLINES ADVERTISING COMPANY ("SAAC"), WHICH IS 45%
OWNED BY THE COMPANY AND 55% OWNED BY CSAHC
The Company and SAAC, whose main business activity is that of
advertising, have entered into an agreement dated 22 May, 1997
for the provision of advertising services for a term extending
from 22 May, 1997 to 22 May, 2000. After
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extension of three years, the parties have mutually agreed to
extend the agreement for another three years to 22 May, 2006.
In order to comply with the requirements under Rule 14A.35 of the
Listing Rules, so that SAAC can continue to provide advertising
service after the expiry of the original agreement, the Company
and SAAC entered into a new advertising agency agreement
("Advertising Agency Agreement") on 1 January, 2006 for a term of
three years commencing from the date of the agreement, which
became effective on 25 April, 2006, having been approved by the
Board of Directors of the Company.
Under the Advertising Agency Agreement, SAAC will produce
advertisement script, graphic and music to the Company with the
copyright of such products belonging to the Company provided that
the Company shall comply with all relevant provisions under the
Listing Rules.
Both parties agreed that the agency rate for advertising under
the Advertising Agency Agreement shall be determined after arm's
length negotiation and shall not higher than the market rate. The
agency fee is payable within the time period set out in the
invoice to be delivered to the Company. The Company will fund the
agency fee wholly by its internal resources.
For the year ended 31 December, 2004 and 31 December, 2005, the
amount incurred by the Group to SAAC for advertising services was
RMB1,166,000 and RMB3,062,000 respectively. The increase was due
to the increase in advertising services provided to the Group as
it expanded its business operations. Based on historical figures
and with regard to current market prices, the new hub of the
Company in Beijing, and the expanding business of the Group, the
annual cap for Advertising Agency Agreement is set at
RMB30,000,000 per annum for the entire term of the agreement. The
Advertising Agency Agreement is considered to be on normal
commercial terms, in the ordinary and usual course of business,
fair and reasonable and in the interests of the Company and its
shareholders as a whole by the independent non-executive
Directors of the Company and has been approved by the independent
non-executive Directors.
(v) GUANGZHOU CHINA SOUTHERN AIRLINES PROPERTY MANAGEMENT COMPANY
LIMITED (THE "GCSAPMC"), WHICH IS 90% OWNED BY CSAHC AND 10%
OWNED BY THE COMPANY'S UNION
The Company and GCSAPMC, whose principal business activity is
that of management of real property, entered into a framework
agreement for the Engagement of Property Management ("Property
Management Framework Agreement") on 1 January, 2006 in respect of
engaging GCSAPMC to provide property management and improvement
services in compliance with the requirements under Rule 14A.35 of
the Listing Rules for a term of three years, commencing from the
date of the agreement. The Property Management Framework
Agreement became effective on 25 April, 2006, having been
approved by the Board of Directors of the Company. The Property
Management Framework Agreement would become effective upon
approval by the Board of Directors of the Company. Pursuant to
the agreement, the Company has appointed GCSAPMC to provide
management and maintenance services for the Company's
headquarters in Guangzhou and to provide maintenance and
management services for the 110KV transformer substation at the
new Baiyun International Airport to ensure the ideal working
conditions of the Company's production and office facilities and
physical environment, and the normal operation of equipment. The
fee charging schedule shall be determined at an arm's length
between both parties. The agency fee is payable within the time
period set out in the invoice to be delivered to the Company. The
Company will fund the agency fee wholly by its internal
resources.
With regard to the approximate amount of agency fee payable for
property management and improvement services under the agreement
likely to be incurred each year during the term of the agreement,
the annual cap for the Property Management Framework Agreement is
set at RMB47,010,000 per annum for the entire term of the
agreement. The Property Management Framework Agreement is
considered to be on normal commercial terms, in the ordinary and
usual course of business, fair and reasonable and in the
interests of the Company and its shareholders as a whole by the
independent non-executive Directors of the Company and has been
approved by the independent non-executive Directors.
(B) IMPLICATIONS UNDER THE LISTING RULES
As each of SAIETC, PCACL, CSA Travel, SAAC and GCSAPMC is a connected
person of the Company under the Listing Rules, each of the Import and
Export Agency Framework Agreement, Two Sales Agency Framework
Agreements, Framework Agreement on Lease and Operation, Advertising
Agency Agreement and Property Management Framework Agreement (together
the "Continuing Connected Transaction Agreements") constitutes a
continuing connected transaction for the Company under the Listing
Rules. The Board of Directors, including the independent non-executive
Directors, considers the Continuing Connected Transaction Agreements
to be on normal commercial terms, in the ordinary and usual course of
business, fair and reasonable and in the interests of the Company and
its shareholders as a whole.
Among the 10 Directors of the Company, four Directors, namely Liu Shao
Yong, Wang Quan Hua, Zhao Liu An and Zhou Yong Qian, who were duly
appointed to the Board of Directors of the Company by CSAHC and were
therefore required to abstain from voting in respect of the Continuing
Connected Transaction Agreements. All remaining six Directors who were
entitled to vote unanimously approved the Continuing Connected
Transaction Agreements on 18 April, 2006. The number of Directors who
participated in approving the Continuing Connected Transaction
Agreements and the procedures were in compliance with the relevant
requirements of Company Law of the PRC and the Articles of Association
of the Company.
Pursuant to the Listing Rules, each percentage ratio (other than the
profits ratio) for each of the Continuing Connected Transaction
Agreements is on an annual basis less than 2.5%. Each of the
Continuing Connected Transaction Agreements falls under Rule 14A.34
and is only subject to the reporting and announcement requirements set
out in Rules 14A.45 to 14A.47 of the Listing Rules and is exempt from
the independent shareholders' approval requirements. The Company
undertakes to comply with the rules in relation to annual review of
continuing connected transactions set out in Rule 14A.37 to Rule
14A.41 of the Listing Rules.
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2. CONNECTED TRANSACTION WITH CSAHC HAINAN CO., LTD.
(A) In order to expand the assets size and competitive advantage of the
Company's airline operations and completely remove competition with
CSAHC in the airline industry, the Board of Directors reviewed and
approved the acquisition (the "Acquisition") by the Company of the
assets ("Core Assets") and liabilities ("Core Liabilities") in
relation to the airline operations of CSAHC Hainan Co., Ltd. ("Hainan
Co., Ltd."), a subsidiary of CSAHC from Hainan Co., Ltd., whose main
business is that of civil aviation, on 18 April, 2006:
(i) Scope of Acquisition: Core Assets and Core Liabilities of Hainan
Co., Ltd. as set out in the valuation reports
(Zhongqihuapingbaozi (2006) Report No. 024) on the transfer of
business and assets of Hainan Co., Ltd. dated 30 June, 2005
issued by China Enterprise Appraisal Co., Ltd. and finalised in
the Auditor's Report of KPMG Huazhen.
(ii) Pricing Basis and Terms and Payment: As agreed by the parties,
the value of the Core Assets to be acquired and the Core
Liabilities to be assumed by the Company is determined in
accordance with the valuation reports (Zhongqihuapingbaozi (2006)
Report No. 024) on the transfer of business and assets of Hainan
Co., Ltd. dated 30 June, 2005 which was issued by China
Enterprise Appraisal Co., Ltd., which sets out the estimated
value of the Core Assets as RMB355,150,000, consisting mainly of
RMB103,020,000 in cash, RMB55,110,000 for bill and trade
receivables, RMB160,970,000 for airplanes, aviation equipment and
production-related buildings and equipment, as well as
RMB35,480,000 of land; and the Core Liabilities, which include
airplane repair expenses, jet fuel and takeoff and landing fees,
amount to RMB350,000,000. The Core Liabilities will be paid
directly by the Company to the creditors in accordance with the
terms and period as agreed by relevant parties. After deducting
the above-mentioned liabilities, the Company shall pay
RMB5,150,000 in cash, being the difference in the estimated
values of the Core Assets and Core Liabilities, into the bank
account designated by Hainan Co., Ltd. The Company will fund the
consideration for the Acquisition wholly by its internal
resources.
(iii)Increase in Value upon Assessment: The book value of the major
assets of Hainan Co., Ltd. to be acquired under the Acquisition
amounted to RMB245,200,000 while the assessed value thereof
amounted to RMB355,150,000, an increase of 44.8%. The following
major facts have contributed to this increase in the assessed
value: (i) The book value of the buildings and structures
amounted to RMB23,820,000 and the value added upon assessment
thereof amounted to RMB10,610,000, which resulted mainly from the
fact that most of the buildings owned by Hainan Co., Ltd. were
purchased in 1994, when the market prices of such buildings were
relatively low compared to the date of assessment when prices of
such buildings have increased considerably. (ii) The book value
of the aircraft and equipment of Hainan Co., Ltd. amounted to
RMB27,890,000 and the value upon assessment thereof amounted to
RMB68,440,000, the increase in value in the assessed value was
attributed to: (A) The increase in value upon assessment of the
aircraft, which amounted to RMB28,450,000, mainly because
production of the MD82 aircraft has now completely stopped, with
no follow-up or similar model available, therefore the market
price of MD82 aircraft has fallen significantly, leading to a
reduction in value of such aircraft in the aggregate amount of
RMB43,789,100 upon assessment. However, as Hainan Co., Ltd. had
previously allocated RMB72,239,400 to a reserve for the
depreciation of such MD82 aircraft according to its accounting
policies, as a result there is net value added of the aggregate
amount of RMB28,450,400 upon assessment thereof. (B) The increase
in value upon assessment of the other machinery and equipment
amounted to RMB39,990,000, which resulted mainly from the fact
that the period of depreciation of such machinery and equipment
for which Hainan Co., Ltd. had made an allowance was shorter than
the economic life as determined for this category of equipment in
the assessment. The increase in value upon assessment of the high
value circulating equipment resulted mainly from the fact that,
as of the month following the purchase of such circulating,
allowances are made for depreciation of such equipment for a
period of eight to twelve years. However, such circulating
equipment was assessed on the basis of their latest price during
the assessment, so that their assessed value was higher than
their book value. The book value of the usable parts of the
aviation equipment is relatively low after an allowance is made
for their depreciation, as each year Hainan Co., Ltd. pays
expenses for repair and maintenance of the aviation equipment in
the amount of RMB25,000,000, and the assessed value of the
circulating equipment is determined on the basis of its actual
condition (for example, the average assessed value of the usable
parts accounts for 60% of the value of the new circulating
equipment), which also contributed to the increase in value upon
assessment. (iii) The book value of the land use right amounted
to RMB5,600,000, which increased by RMB29,880,000 upon assessment
thereof. The main reason for such increase is that the book value
of the plot of land was determined on the basis of market prices
of land prevailing at that time of entry of the book value. Close
to the expiration date of the term of the use of the plot of
land, Hainan Co., Ltd. renewed the term of the use of the plot of
land to allow its business operation to continue on the land.
Moreover, as a result of the rapid development of the tourism
industry in Shanya in the past few years and the gradual recovery
of the real estate market there, the price of the land use right
has risen.
Hainan Co., Ltd. is a subsidiary of China Northern Airlines Company
("Northern Airlines"). It was not included as part of the acquisition
when the Company acquired the core airline operations of Northern
Airlines in November 2004 (the "Northern Airlines Acquisition"), as
the process to resolve the then existing legal uncertainties in
respect of the shareholding in Hainan Co., Ltd was still on-going.
Such legal uncertainties have now been resolved, with 75.9% and 24.1%
of its current shareholding held by Northern Airlines and CSAHC
respectively. However, as part of CSAHC's commitment not to compete in
the similar industry with the Company, Hainan Co., Ltd. has ceased its
airline operations since the Company signed the assets sales and
purchase agreement in respect of the Northern Airlines Acquisition
with CSAHC, Northern Airlines and Xinjiang Airlines, which was
approved by the independent shareholders of the Company on 31
December, 2004. The airline operations of Hainan Co., Ltd. were then
taken over by the Hainan Branch and Sanya Branch of the Company.
In order to completely remove any remaining competition in the similar
industry between the Company and CSAHC, the Company hereby acquired
the assets of Hainan Co., Ltd. Such acquisition has been approved by
the relevant government authorities in the PRC.
(B) IMPLICATIONS UNDER THE LISTING RULES
As Hainan Co., Ltd. is a connected person of the Company under the
Listing Rules, the Acquisition constitutes a connected
4
transaction for the Company under the Listing Rules. The Board of
Directors, including the independent non-executive Directors,
considers the Acquisition to be on normal commercial terms, in the
ordinary and usual course of business, fair and reasonable and in the
interests of the Company and its shareholders as a whole.
Among the 10 Directors of the Company, four Directors, namely Liu Shao
Yong Wang Quan Hua, Zhao Liu An and Zhou Yong Qian, who were duly
appointed to the Board of Directors of the Company by CSAHC and were
therefore required to abstain from voting in respect of the
Acquisition. All remaining six Directors who were entitled to vote
unanimously approved the Acquisition on 18 April, 2006. The number of
Directors who participated in approving the Acquisition and the
procedures were in compliance with the relevant requirements of
Company Law of the PRC and the Articles of Association of the Company.
Pursuant to the Listing Rules, each percentage ratio (other than the
profits ratio) for the Acquisition is on an annual basis less than
2.5%. The Acquisition falls under Rule 14A.32 and is only subject to
the reporting and announcement requirements set out in Rules 14A.45 to
14A.47 of the Listing Rules and is exempt from the independent
shareholders' approval requirements.
Be order of the Board of Directors
CHINA SOUTHERN AIRLINES COMPANY LIMITED
SU LIANG
Company Secretary
26 April, 2006
As at the date of this announcement, the Directors of the Company include Liu
Shao Yong, Wang Quan Hua, Zhao Liu An, Zhou Yong Qian, Si Xian Min and Xu Jie Bo
as executive Directors; and Peter Lok, Wei Ming Hai, Wang Zhi and Sui Guang Jun
as independent non-executive Directors.
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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 28, 2006