09:34 CHINA SOUTH AIR<01055> - Announcement (1) 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. CHINA SOUTHERN AIRLINES COMPANY LIMITED (a joint stock limited company incorporated in the People's Republic of China with limited liability)(Stock Code: 1055) MAJOR TRANSACTION The Directors of the Company hereby announce that the Board had approved by written resolutions the Airbus Aircraft Acquisition Agreement, pursuant to which the Company entered into the Airbus Aircraft Acquisition Agreement with Airbus and SAIETC for the purpose of acquiring five A380 aircraft from Airbus on April 21, 2005. SAIETC is wholly owned by CSAHC, the controlling shareholder of the Company holding approximately 50.30% equity interest in the Company. SAIETC is therefore a connected person of the Company under the Listing Rules. The Directors believe that the acquisition of the Airbus Aircraft will further improve the operating capacity of the Company, enhance its abilities to provide premium services to its customers, and raise its ability to compete significantly in the industry. Therefore, the Directors believe that the terms of the Airbus Acquisition Agreement are fair and reasonable and in the interests of the shareholders of the Company as a whole. As the relevant percentage ratio for the Transaction with regards to the Consideration Test under Rule 14.07 of the Listing Rules is above 25%, but less than 100%, the Transaction constitutes a major transaction under the Listing Rules and is therefore subject to approval by the Company's shareholders under Rule 14.40 of the Listing Rules. No consideration is payable under the Airbus Aircraft Acquisition Agreement by the Company to SAIETC. CSAHC and its associates are required to abstain from voting in respect of the proposed resolution to approve the Transaction. The Transaction is also required to be disclosed pursuant to the relevant rules and regulations of the Shanghai Stock Exchange. The Company will send a circular containing the information required under the Listing Rules in relation to the Transaction within 21 days after the publication of this announcement. A notice to shareholders of the Company convening a general meeting of the shareholders to approve, among other things, the Transaction will be dispatched to the shareholders of the Company as soon as practicable. THE AIRBUS AIRCRAFT ACQUISITION AGREEMENT The Board hereby announces that pursuant to article 111 of the articles of association of the Company, the Board considered and approved by way of written resolutions the following resolutions: (a) the purchase of five A380 aircraft from Airbus; (b) the execution of the Airbus Aircraft Acquisition Agreement to purchase the five A380 aircraft; and (c) the authorization of Liu Shao Yong, chairman of the Board, to execute the Airbus Aircraft Acquisition for and on behalf of the Company. All 15 Directors participated in considering and approving the written resolutions. The format and procedure for passing the resolutions was in accordance with the Company Laws of the People's Republic of China and the Company's articles of association. On April 21, 2005, the Company entered into the Airbus Aircraft Acquisition Agreement with Airbus and SAIETC for the purpose of acquiring five A380 aircraft from Airbus. Date April 21, 2005. Parties (i) The Company, as the purchaser. The principal business activity of the Company is that of civil aviation. (ii) Southern Airlines (Group) Import and Export Trading Company as the import agent. The principal business activity of SAIETC is that of