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
July
10,
2007
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. o
(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
o 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”) published the announcements on
July 10, 2007 on the Hong Kong Stock Exchange’s website at http://main.ednews.hk/listedco/listconews/search/search_active_main.asp
with
respect to (i) the Xiamen Aircraft Acquisition Agreement to be executed by
Xiamen Airlines, a 60% owned subsidiary of the Company, (ii) the Airbus Aircraft
Acquisition Agreement to be executed by the Company and (iii) convening a
shareholders’ meeting to approve the transactions. The copies of the English
announcements are included in this Form 6-K of the Company.
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:
July 10, 2007
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.
ANNOUNCEMENT
|
The
Directors have approved the entering into of two aircraft acquisition
agreements by the Group on 9 July 2007 (after trading hours). This
announcement is made pursuant to Rule 13.09 of the Listing Rules.
The
Airbus Aircraft Acquisition Agreement and the Xiamen Aircraft Acquisition
Agreement are expected to be a discloseable transaction and a major
transaction respectively for the Company upon execution, and therefore
the
Xiamen Aircraft Acquisition Agreement is subject to approval by the
Company’s shareholders under Rule 14.40 of the Listing Rules. Further
announcement(s) will be made by the Company in accordance with the
Listing
Rules upon execution of the agreements.
As
the Transactions may or may not proceed, shareholders of the Company
and
public investors are advised to exercise extreme caution when dealing
in
the shares of the Company.
|
The
Directors collectively and individually warrant that the information set out
in
this announcement does not contain any misrepresentation, misleading statement
or material omission; and jointly and severally accept full responsibility
as to
the truthfulness, accuracy and completeness of the content herein.
The
Board
hereby announces that pursuant to article 177 of the articles of association
of
the Company, the Board considered, approved and ratified by way of written
resolution the following resolutions on 9 July 2007 (after trading hours):
| (a) |
the
Airbus Aircraft Acquisition Agreement to be entered into by the Company,
pursuant to which the Company would purchase 20 Airbus A320 series
aircraft from Airbus SNC;
|
| (b) |
the
Xiamen Aircraft Acquisition Agreement to be entered into by Xiamen
Airlines, pursuant to which Xiamen Airlines would purchase 25 Boeing
B737-800 aircraft from Boeing; and
|
| (c) |
the
convening of general meeting of the shareholders to approve the Xiamen
Aircraft Acquisition Agreement.
|
All
12
Directors participated in considering and approving the above resolutions.
The
format and procedure for passing the resolutions were in compliance with the
Company Law of the People’s
Republic of China and the Company’s
articles of association.
1
Xiamen
Aircraft Acquisition Agreement and Airbus Aircraft Acquisition Agreement, to
be
entered into by the Xiamen Airlines and the Company respectively, will be
separate from and independent of each other, and the consummation of the
transactions thereunder will not be inter-conditional of each other.
AIRBUS
AIRCRAFT ACQUISITION AGREEMENT
Parties
| (i) |
The
Company, as the purchaser. The principal business activity of the
Company
is that of civil aviation.
|
| (ii) |
The
Airbus SNC, a company incorporated in Toulouse, as the vendor. The
principal business activity of Airbus SNC is that of aircraft
manufacturing. To the best of the Directors’ knowledge, information and
belief having made all reasonable enquiry, each of Airbus SNC and
its
respective ultimate beneficial owners is a third party independent
of the
Company and connected persons (as defined in the Listing Rules) of
the
Company, and is not a connected person of the Company.
|
Aircraft
to be acquired
20
Airbus
A320 series aircraft.
Consideration
According
to the information provided by Airbus SNC, the catalogue price for each of
the
Airbus A320 series aircraft is in the range from US$66.5 to US$85.9 million.
Delivery
terms
The
A320
Aircraft will be delivered in stages to the Company during the period commencing
from March 2009 to August 2010.
Source
of funding
The
A320
Transaction will be funded partly by internal resources of the Company and
partly through commercial loans by commercial banks. As of the date hereof,
the
Company has not entered into any agreement with any commercial banks for
financing the A320 Transaction. The Company will follow the necessary legal
procedures and will make the necessary disclosure in accordance with its
articles of association and comply with the applicable Listing Rules when the
Company enters into any agreement with any commercial bank for financing the
A320 Transaction.
2
XIAMEN
AIRCRAFT ACQUISITION AGREEMENT
Parties
| (i) |
Xiamen
Airlines Company Limited, as the purchaser. The principal business
activity of Xiamen Airlines is that of civil aviation. Xiamen Airlines
is
owned as to 60% by the Company and is a subsidiary of the Company
under
the Listing Rules.
|
| (ii) |
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 respective ultimate beneficial owners is a third
party
independent of the Company and connected persons (as defined in the
Listing Rules) of the Company, and is not a connected person of the
Company.
|
Aircraft
to be acquired
25
Boeing
B737-800 aircraft.
Consideration
According
to the information provided by Boeing, the catalogue price of a Boeing B737-800
aircraft is in the range of US$70.5-US$79 million.
Delivery
terms
The
B737-800 Aircraft will be delivered in stages to the Company during the period
commencing from July 2011 to November 2013.
Source
of funding
The
B737-800 Transaction will be funded partly by internal resources of Xiamen
Airlines and partly through commercial loans by commercial banks. As of the
date
hereof, Xiamen Airlines has not entered into any agreement with any commercial
banks for financing the B737-800 Transaction. The Company will follow the
necessary legal procedures and will make the necessary disclosure in accordance
with its articles of association and comply with the applicable Listing Rules
when Xiamen Airlines enters into any agreement with any commercial bank for
financing the B737-800 Transaction.
REASONS
FOR THE TRANSACTIONS
The
Directors believe that the acquisition of the B737-800 Aircraft and the A320
Aircraft is beneficial to the implementation of the Company’s development
strategy, improvement of the Company’s operating capacity. It is also believed
that the Transactions will better provide its passengers with premium services
and enhance the core competence of the Company. The B737-800 Aircraft and the
A320 Aircraft, in addition to the 12 Boeing B737-800 aircraft and the six Boeing
B777F freighters acquired by the Company in the past 12 months from the date
of
this announcement, is expected to increase the ATKs of the Group by 19.5%.
Therefore,
the Directors, including the independent non-executive Directors, believe that
the terms of the Xiamen Aircraft Acquisition Agreement and the Airbus Aircraft
Acquisition Agreement are fair and reasonable, are on normal commercial terms
and in the interests of the Company and its shareholders as a whole.
3
GENERAL
The
Airbus Aircraft Acquisition Agreement and the Xiamen Aircraft Acquisition
Agreement are expected to be a discloseable transaction and a major transaction
respectively for the Company upon execution, and therefore the Xiamen Aircraft
Acquisition Agreement is subject to approval by the Company’s shareholders under
Rule 14.40 of the Listing Rules. This announcement is made pursuant to Rule
13.09 of the Listing Rules. Further announcement(s) will be made by the Company
in accordance with the Listing Rules upon execution of the agreements.
As
the Transactions may or may not proceed, shareholders of the Company and public
investors are advised to exercise extreme caution when dealing in the shares
of
the Company.
DEFINITIONS
In
this
announcement, unless the context requires otherwise, the following terms shall
have the following meanings:
|
the
“A320 Aircraft”
|
20
Airbus A320 series aircraft, the subject matter under the Airbus
Aircraft
Acquisition Agreement
|
|
|
“A320
Transaction”
|
the
acquisition of the A320 Aircraft under the Airbus Aircraft Acquisition
Agreement
|
|
|
“Airbus
Aircraft Acquisition Agreement”
|
the
aircraft acquisition agreement to be entered into pursuant to which
the
Company agrees to acquire and Airbus SNC agrees to sell the A320
Aircraft
|
|
|
“Airbus
SNC”
|
Airbus
SNC, a company incorporated in Toulouse
|
|
|
“available
tonne kilometers” or “ATKs”
|
the
tones of capacity available for the transportation of revenue load
(passengers and/or cargo) multiplied by the kilometres flown
|
|
|
the
“B737-800 Aircraft”
|
25
Boeing B737-800 aircraft, the subject matter under the Xiamen Aircraft
Acquisition Agreement
|
|
|
“B737-800
Transaction”
|
the
acquisition of the B737-800 Aircraft under the Xiamen Aircraft Acquisition
Agreement
|
|
|
“Board”
|
the
board of Directors
|
|
|
“Boeing”
|
the
Boeing Company, a company incorporated in the State of Delaware of
the
United States of America
|
|
|
“Company”
|
China
Southern Airlines Company Limited
|
|
|
“Director(s)”
|
the
director(s) of the Company
|
|
|
“Group”
|
the
Company and its subsidiaries (as defined under the Listing Rules)
|
|
|
“Listing
Rules”
|
the
Rules Governing the Listing of Securities on the Stock Exchange
|
|
|
“Stock
Exchange”
|
The
Stock Exchange of Hong Kong Limited
|
4
|
“Transactions”
|
the
B737-800 Transaction and the A320 Transaction
|
|
|
“US
dollars” or “US$”
|
United
States dollars, the lawful currency of the United States of
America
|
|
|
“Xiamen
Aircraft Acquisition Agreement”
|
the
aircraft acquisition agreement to be entered into pursuant to which
Xiamen
Airlines agrees to acquire and Boeing agrees to sell the B737800
Aircraft
|
|
|
“Xiamen
Airlines”
|
Xiamen
Airlines Company Limited, a limited liability company incorporated
in the
PRC and a subsidiary (as defined in the Listing Rules) owned as to
60% by
the Company
|
By
Order
of the Board
Su
Liang
Company
Secretary
Guangzhou,
the People’s Republic of China
9
July
2007
As
at
the date of this announcement, the Directors include Liu Shao Yong, Li Wen
Xin,
Wang Quan Hua, Zhao Liu An, Si Xian Min, Tan Wan Geng, Xu Jie Bo and Chen Zhen
You as executive Directors; and Wang Zhi, Sui Guang Jun, Gong Hua Zhang and
Lin
Guang Yu as independent non-executive Directors.
5