南方航空2004年度报告

20-F 1 u99836e20vf.htm CHINA SOUTHERN AIRLINES COMPANY LIMITED Table of ContentsAs filed with the Securities and Exchange Commission on June 30, 2005 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934OR  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-14660 (Exact name of Registrant as specified in its charter) CHINA SOUTHERN AIRLINES COMPANY LIMITED (Translation of Registrant’s name into English) THE PEOPLE’S REPUBLIC OF CHINA(Jurisdiction of incorporation or organization) 278 JI CHANG ROADGUANGZHOUPEOPLE’S REPUBLIC OF CHINA, 510405 (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class: Name of each exchange on which registered: Ordinary H Shares of par value RMB1.00 per share New York Stock Exchange, Inc. represented by American Depositary Shares Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 2,200,000,000 ordinary Domestic Shares of par value RMB1.00 per share and 1,174,178,000 ordinary H Shares of par value RMB1.00 per share and 1,000,000 ordinary A Shares of par value RMB1.00 per share were issued and outstanding as of December 31, 2004. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes  No  Indicate by check mark which financial statement item the Registrant has elected to follow. Item 17  Item 18  Table of ContentsTABLE OF CONTENTS China Southern Airlines Company Limited Page Forward-Looking Statements 1 Introductory Note 1 Glossary of Airline Industry Terms 2 PART IItem 1. Identity of Directors, Senior Management and Advisers 3 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 3 Selected Financial Data 3 Capitalization and Indebtedness 6 Reasons for the Offer and Use of Proceeds 6 Risk Factors 7 Item 4. Information on the Company 11 History and Development of the Company 11 CNA/XJA Acquisitions Business Overview 12 Organizational 33 Structure Property, Plant and Equipment 35 Item 5. Operating and Financial Review and Prospects 36 Critical Accounting Policies 36 Overview 37 Certain Financial Information and Operating Data by Geographic Region 39 Operating Results 41 Additional Information under U.S. GAAP Liquidity and Capital Resources 48 Contractual Obligations and Commercial Commitments 50 Item 6. Directors, Senior Management and Employees 51 Directors and Senior Management 51 Compensation 56 i Table of Contents Page Board Practices 56 Remuneration Committee Employees 57 Share Ownership 58 Item 7. Major Shareholders and Related Party Transactions 58 Major Shareholders 59 Related Party Transactions 59 Interests of Experts and Counsel Item 8. Financial Information 64 Consolidated Statements and Other Financial Information 64 Significant Changes 64 Legal Proceedings Dividend Information Item 9. The Offer and Listing 65 Offer and Listing Details 66 Plan of Distribution 66 Markets 67 Selling Shareholders 67 Dilution 67 Expenses of the Issue 67 Item 10. Additional 67 Information Share Capital 67 Memorandum and Articles of Association 67 Material Contracts 71 Exchange Controls 73 Taxation 73 Dividends and Paying Agents 74 Statement by Experts 74 Documents on Display 74 Subsidiary Information 74 Comparison of New York Stock Exchange Corporate Governance Rules and China Corporate Governance Rules for Listed Companies 75 Item 11. Quantitative and Qualitative Disclosures About Market Risk 79 Item 12. Description of Securities other than Equity Securities 80 ii Table of Contents Page PART IIItem 13. Defaults, Dividend Arrearages and Delinquencies 80 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 80 Use of Proceeds PART IIIItem 15. Controls and Procedures 82 Item 16. [Reserved] 82 Item 16 A. Audit Committee Financial Expert 82 Item 16 B. Code of Ethics 82 Ite