10:59     MEILAN AIRPORT<00357> - Announcement (9)                            

    VII.   Independent Shareholders' Approval and Compliance with Listing     
    Rules                                                                     
                                                                              
    The Company will seek the approval of the Independent Shareholders at     
    the EGM of the Agreements and the New Annual Caps in relation to the      
    Non-exempt Continuing Connected Transactions set out in paragraph V       
    above (the "Transactions") that:                                          
                                                                              
    (a)   The aggregate annual volume of the Transactions shall not exceed    
    the applicable New Annual Caps:                                           
                                                                              
    (b)   (i)   The Transactions will be entered into in the usual and        
    ordinary course of businesses of the Group and either (A) on normal       
    commercial terms or (B) if there is no available comparison, on terms no  
     less favourable to the Group than terms available from independent       
    third parties; and                                                        
                                                                              
       (ii)   The Transactions will be entered into in accordance with the    
    applicable Agreements and on terms that are fair and reasonable and in    
    the interests of the Shareholders as a whole;                             
                                                                              
    The Company will comply with Rules 14A.36-14A.38 and Rule 14A.45 of the   
    Listing Rules in respect of the Transactions.                             
                                                                              
    The Company will also seek the approval of the Independent Shareholders   
    at the EGM of the Revised 2004 Transaction .                              
                                                                              
    VIII.   EGM                                                               
                                                                              
    The EGM is to be held for consideration and approval of the Non-exempt    
    Continuing Connected Transactions and the New Annual Caps set out in      
    paragraph V above and the Revised 2004 Transaction. A circular            
    containing, among other things, further details of the relevant           
    Agreements, a letter from the independent board committee, a letter of    
    advice from the independent financial adviser and a notice for an         
    extraordinary general meeting to approve the aforesaid will be            
    dispatched to the Shareholders within 21 days from the date of this       
    announcement.                                                             
                                                                              
    IX.   General Information                                                 
                                                                              
    The Company is principally engaged in the management and operation of     
    aeronautical and non-aeronautical businesses at the Meilan Airport in     
    Hainan Province, the PRC                                                  
                                                                              
    At the time of this announcement, there are nine directors on the Board.  
     They are Wang Zhen, Huang Qiu and Kristian Bjorneboe as executive        
    Directors; Chen Wenli, Zhang Han'an and Kjeld Binger as non-executive     
    Directors; and Xu Boling, Xie Zhuang and Fung Ching Simon as              
    non-executive independent Directors.                                      
                                                                              
    X.   Definition                                                           
                                                                              
    "Agreements"   the agreements referred to in paragraph IV and paragraph   
    V of this announcement                                                    
                                                                              
    "associate"   has the meaning ascribed to it in the Listing Rules         
                                                                              
    "Board"   the board of Directors                                          
                                                                              
    "CAAC"   (General Administration of Civil Aviation of China), also know   
    as Civil Aviation Administration of China                                 
                                                                              
    "China Southern    (China Southern Airlines Company                       
      Airlines"   Limited), a joint stock limited company incorporated in     
    the PRC and listed on the Stock Exchange                                  
                                                                              
    "Company"   (Hainan Meilan International Airport Company Limited), a      
    joint stock limited company incorporated in the PRC on 28th December,     
    2000                                                                      
                                                                              
    "Director(s)"   the director(s) of the Company                            
                                                                              
    "EGM"   an extraordinary general meeting of the Company to be held to     
    approve the Non-exempt Continuing Connected Transactions, the New Annual  
     Caps and the Revised 2004 Transaction that set out in paragraph V of     
    this announcement                                                         
                                                                              
    "Existing Waivers"   the waiver granted by the Stock Exchange in          
    November 2002 to the Company in respect of certain non-exempt continuing  
     connected transactions between the Group and connected persons for a     
    term ended on 31 December 2004, subject to the conditions set out in      
    such waiver.                                                              
                                                                              
    "Group"   the Company and its subsidiaries