SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 6-K/A

                        REPORT OF FOREIGN PRIVATE ISSUER

                      PURSUANT TO RULE 13a-16 OR 15d-16 OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                         For the month of November, 2004

                     CHINA SOUTHERN AIRLINES COMPANY LIMITED
                 (Translation of registrant's name into English)

                          Baiyun International Airport
                      Guangzhou, 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 November 15,
2004 published in two local newspapers in Hong Kong an announcement in Chinese
and English, respectively, concerning the very substantial acquisition and
connected transactions of the Company. 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.

                 [CHINA SOUTHERN AIRLINES COMPANY LIMITED LOGO]
                              [CHINESE CHARACTERS]
                    CHINA SOUTHERN AIRLINES COMPANY LIMITED
      (a joint stock limited company incorporated in the People's Republic
                        of China with limited liability)
                               (STOCK CODE: 1055)

             VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTIONS

SUMMARY

THE SALE AND PURCHASE AGREEMENT

The Directors are pleased to announce that on 12 November, 2004, the Sale and
Purchase Agreement was entered into by the Company as the purchaser and CSAHC,
Northern Airlines and Xinjiang Airlines as the vendors, whereby the Company will
acquire the Business and Assets and assume the Debts from the Vendors.

CSAHC is the controlling shareholder of the Company holding approximately 50.30%
equity interest in the Company as of the Latest Practicable Date. Both Northern
Airlines and Xinjiang Airlines are wholly owned subsidiaries of CSAHC, and are
engaged in the civil aviation business. The Business and Assets to be acquired
consist of certain Airline Operations, assets and properties of Northern
Airlines Group and Xinjiang Airlines Group, including aircraft, engines, spare
parts, aviation equipment and facilities, properties, office facilities, and
other fixed, current and intangible assets. The Debts to be assumed consist of
all indebtedness in the aggregate sum of RMB15,090,109,000 owed by Xinjiang
Airlines Group or Northern Airlines Group in connection with their civil
aviation business.

CONSIDERATION FOR THE SALE AND PURCHASE AGREEMENT

The provisional amount of the consideration of the Acquisition, and of the Debts
to be assumed under the Sale and Purchase Agreement are set at RMB16,912,244,600
and RMB15,090,109,000 respectively. These amounts are arrived at after arm's
length negotiations between the Vendors and the Company, with reference to the
valuation of the Business and Assets, and Debts set out in the Zhong Qi Hua
Valuation Reports.

The provisional amount of the consideration of the Acquisition, and of the Debts
to be assumed by the Company will be subject to adjustment and finalisation
based on the book value of the Business and Assets, and of the Debts as of the
Effective Date, as determined in the financial statements of the Business and
Assets of the Target Group prepared under the PRC Accounting Rules and
Regulations and audited by KPMG Huazhen. A portion of the final adjusted
consideration of the Acquisition will be settled by way of assumption of the
final adjusted Debts, with the remaining balance to be payable by the Company to
the bank account designated by the Vendors in cash.

The Company shall make repayments of the Debts directly to the creditors of such
Debts in accordance with the terms and conditions of the relevant agreements
between the Vendors and the creditors in relation to the Debts.

VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTIONS

The Acquisition constitutes a very substantial acquisition of the Company under
the Listing Rules. Since CSAHC is the direct controlling shareholder of the
Company, the Acquisition also constitutes a connected transaction for the
Company under the Listing Rules and is therefore subject to the approval by the
Independent Shareholders at the EGM. CSAHC and its associates are required to
abstain from voting in respect of the proposed resolution to approve the Sale
and Purchase Agreement and the Acquisition which will be conducted by poll.

                                       1


REASONS FOR AND BENEFITS OF THE ACQUISITION

The Directors believe that the Acquisition represents an attractive opportunity
for the Company to consolidate its strong market position and improve its
financial performance. Both Northern Airlines and Xinjiang Airlines are leading
airlines in their respective operating regions. The Acquisition will bring
various commercial benefits to the Company in terms of broadening its flight
service network, increasing its fleet size and transportation capacity, reducing
its costs and boosting its overall efficiency, ultimately strengthening the
Listed Group's position as one of China's largest airlines and enhancing value
for its investors. The Board, including the independent non-executive Directors,
believes that the terms of the Sale and Purchase Agreement and the Acquisition
are fair and reasonable and are in the interests of the Listed Group and its
shareholders as a whole.

FINANCIAL EFFECT OF THE ACQUISITION

Based on the pro forma financial information of the Combined Group outlined in
Appendix V of the circular to be dispatched by the Company to its shareholders,
assuming that the Acquisition had taken place on 30 June, 2004, there would not
be any impact on the net assets of the Listed Group following the Acquisition as
of 30 June, 2004. On the same basis, the total assets of the Listed Group would
increase by 35%, or RMB15,179 million, which would be offset by an increase of
RMB15,083 million in liabilities and RMB96 million in minority interest.

Based on the pro forma financial information of the Combined Group outlined in
Appendix V of the circular to be dispatched by the Company to its shareholders,
assuming that the Acquisition had taken place on 1 January, 2004, net profit of
the Listed Group for the first six months ended 30 June, 2004, would increase by
36%, or RMB95 million to RMB361 million following the Acquisition. On the same
basis, basic earnings per share would increase from RMB0.06 to RMB0.08,
representing an accretion of 33%.

ON-GOING CONNECTED TRANSACTIONS

Certain transactions will be entered into between the Company and connected
persons of the Company within the meaning of the Listing Rules, which will
constitute On-going Connected Transactions of the Company under the Listing
Rules upon completion of the Acquisition. Further details of such transactions
are set out in section 2 of this announcement. The Board, including the
independent non-executive Directors, considers the On-going Connected
Transactions to be on normal commercial terms, in the ordinary and usual course
of business, fair and reasonable and in the interests of the Listed Group and
its shareholders as a whole.

Each percentage ratio (other than the profits ratio) for (i) the Lease
Agreements and (ii) the Catering Agreement is on an annual basis less than 2.5%
and therefore each of them falls under continuing connected transactions exempt
from the Independent Shareholders' approval requirement. Pursuant to the
relevant rules and regulations of the PRC, however, each of the Lease Agreement
1, Lease Agreement 2, Lease Agreement 3 and Catering Agreement is conditional
upon approval by the Independent Shareholders.

FINANCIAL SERVICES AGREEMENT

The Company and the Finance Company entered into the Financial Services
Agreement on 12 November, 2004. The Provision of Deposit Service constitutes a
non-exempt continuing connected transaction under Rule 14A.35 of the Listing
Rules and requires the Company to comply with the reporting, announcement and
the independent shareholders' approval requirements. The first financial
services agreement, first signed on 22 May, 1997 for a term of three years, was
extended for six years in 2000 to 22 May, 2006. The Stock Exchange is looking
into the matter of whether the Company had complied with the requirements of the
Listing Rules during the extended period of the first financial services
agreement and the Company will publish further announcement in this respect.
Further details of the Financial Services Agreement are set out in section 3 of
this announcement. The Board, including the independent non-executive Directors,
believes that the terms of the Financial Services Agreement and the Provision of
Deposit Service to be on normal commercial terms, in the ordinary and usual
course of business, fair and reasonable and in the interests of the Listed Group
and its shareholders as a whole.

INDEPENDENT SHAREHOLDERS' APPROVAL AND INDEPENDENT FINANCIAL ADVISER

An Independent Board Committee has been formed to advise the Independent
Shareholders with respect to the Sale and Purchase Agreement, the Financial
Services Agreement and the transactions contemplated thereunder. ICEA has been
appointed as the independent financial adviser to advise the Independent Board
Committee and the Independent Shareholders in respect of the Sale and Purchase
Agreement, the Financial Services Agreement and the transactions contemplated
thereunder.

                                       2


DISPATCH OF SHAREHOLDERS' CIRCULAR AND CLOSURE OF THE REGISTER OF MEMBERS

A circular containing, amongst other things, details of the terms of the Sale
and Purchase Agreement, the On-going Connected Transactions, the Financial
Services Agreement, letters from the Independent Board Committee and from ICEA,
further financial and other information of Northern Airlines Group and Xinjiang
Airlines Group and a notice to shareholders of the Company convening an EGM to
approve, amongst other things, the Sale and Purchase Agreement, the Financial
Services Agreement, the resignation of a director of the Company and the
election of a new director of the Company will be dispatched to the shareholders
of the Company as soon as practicable.

This announcement has also been previously published on 13 November, 2004, where
under the paragraph "Consideration and payment terms" of Section 1(a) "The sale
and purchase agreement", the remaining balance payable by the Company in cash to
the bank account designated by the Vendors, on the assumption that the
Acquisition had taken place on 30 June, 2004 was mistakenly stated as RMB897
million due to inadvertent printing mistake, instead of the correct figure of
RMB1,897 million which is stated herein.

The register of members of the Company will be closed from 1 December, 2004 to
30 December, 2004 (both days inclusive).

1.    THE ACQUISITION

      (a)   THE SALE AND PURCHASE AGREEMENT

            On 12 November, 2004, a Sale and Purchase Agreement was entered into
            by the Company as the purchaser and CSAHC, Northern Airlines and
            Xinjiang Airlines as the vendors for the purpose of acquiring the
            Business and Assets by the Company from the Vendors. The principal
            business activity of each of the Company, Northern Airlines and
            Xinjiang Airlines is that of civil aviation. 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. CSAHC is the controlling
            shareholder of the Company holding approximately 50.30% equity
            interest in the Company as of the Latest Practicable Date. Both
            Northern Airlines and Xinjiang Airlines are wholly owned
            subsidiaries of CSAHC.

            The Company has agreed, subject to certain conditions, to acquire
            from the Vendors the Business and Assets and to assume the Debts.
            The Business and Assets consist of certain Airline Operations,
            assets and properties of Northern Airlines Group and Xinjiang
            Airlines Group, including aircraft, engines, spare parts, aviation
            equipment and facilities, properties, office facilities, and other
            fixed, current and intangible assets. The Debts consist of all
            indebtedness and operating liabilities in the aggregate sum of
            RMB15,090,109,000 owed by Xinjiang Airlines Group or Northern
            Airlines Group in connection with their civil aviation business.

            Conditions precedent

            The Sale and Purchase Agreement is subject to the following
            conditions precedent:

            (a)   the Vendors obtaining all approvals of the Sale and Purchase
                  Agreement by the working meeting of the president of CSAHC and
                  the SASAC; and

            (b)   the Independent Shareholders approving the Sale and Purchase
                  Agreement and the transactions contemplated thereunder.

            Consideration and payment terms

            The provisional amount of the consideration of the Acquisition, and
            of the Debts to be assumed under the Sale and Purchase Agreement are
            set at RMB16,912,244,600 and RMB15,090,109,000 respectively. These
            amounts are arrived at after arm's length negotiations between the
            Vendors and the Company, with reference to the valuation of the
            Business and Assets, and Debts set out in the Zhong Qi Hua Valuation
            Reports. The Zhong Qi Hua Valuation Reports value the Business and
            Assets, Debts and net asset value of the Target Group at
            RMB16,912,244,600, RMB15,090,109,000 and RMB1,822,135,600
            respectively as of 31 December, 2003.

                                       3


            The provisional amount of the consideration of the Acquisition, and
            of the Debts to be assumed by the Company will be subject to
            adjustment and finalisation based on the book value of the Business
            and Assets, and of the Debts as of the Effective Date, as determined
            in the financial statements of the Business and Assets of the Target
            Group prepared under the PRC Accounting Rules and Regulations and
            audited by KPMG Huazhen. A portion of the final adjusted
            consideration of the Acquisition will be settled by way of
            assumption of the final adjusted Debts, with the remaining balance
            to be payable by the Company to the bank account designated by the
            Vendors in cash. On the assumption that the Acquisition had taken
            place on 30 June, 2004, and based on the financial statements of the
            Business and Assets of the Target Group prepared under the PRC
            Accounting Rules and Regulations and audited by KPMG Huazhen on the
            same date, the remaining balance payable by the Company in cash to
            the bank account designated by the Vendors on that date would have
            been RMB1,897 million (this announcement has also been previously
            published on 13 November, 2004, where this figure was mistakenly
            stated as RMB897 million due to inadvertent printing mistake. The
            figure of RMB1,897 million stated herein is the correct figure and
            replaces the mistaken figure of RMB897 million).

            The Company shall make repayments of the Debts directly to the
            creditors of such Debts in accordance with the terms and conditions
            of the relevant agreements between the Vendors and the creditors in
            relation to the Debts.

            Funding

            The Company will finance the Acquisition and the assumption of the
            Debts through its internal resources, and short term U.S. dollar
            commercial loans from commercial banks amounting to RMB1,000
            million. Such commercial banks are not and will not be connected
            persons (as defined in the Listing Rules) of the Company. The
            Company will make use of its unutilised banking facilities to draw
            down the required commercial loans.

            Transition period

            The terms of the Sale and Purchase Agreement provide for a
            transition period commencing from 31 December, 2003 and ending on
            the Effective Date, during which if a material change occurs such
            that any of the Business and Assets is damaged, lost, or the
            ownership of which no longer belongs to the Vendors, the Vendors
            shall give notice to the Company immediately. The Vendors must
            obtain the prior consent of the Company before disposing of any
            Business and Assets during the transition period.

            All profits and losses arising from the Business and Assets during
            the transition period belong to the Vendors. All profits and losses
            from the Effective Date thereon shall belong to the Company.

            Delivery terms and ownership

            The Vendors shall deliver all the Business and Assets, together with
            all documents evidencing or constituting ownership of such Business
            and Assets, to the Company within five days of the Effective Date.

      (b)   REASONS FOR AND BENEFITS OF THE ACQUISITION

            The Directors believe that the Acquisition represents an attractive
            opportunity for the Company to consolidate its strong market
            position and improve its financial performance. Both Northern
            Airlines and Xinjiang Airlines are leading airlines in their
            respective operating regions. The Acquisition will bring various
            commercial benefits to the Company in terms of broadening its flight
            service network, increasing its fleet size and transportation
            capacity, reducing costs and boosting its overall efficiency,
            ultimately strengthening the Listed Group's position as one of
            China's largest airlines and enhancing value for its investors.

            (1)   Broaden flight network

                  (a)   The Listed Group is headquartered in Guangzhou with 12
                        operational bases in central and southern China,
                        offering regular flights on 248 domestic routes to over
                        69 cities in China, 18 routes to Hong Kong, and 45
                        international routes to 24 cities in east and Southeast
                        Asia, Australia, North America and Europe, as of 30
                        June, 2004. However, due to the lack of operational
                        bases, the Company is only capable of offering very
                        limited flight services in Northern China and
                        Northwestern China.

                                       4


                  (b)   Northern Airlines Group is headquartered in Shenyang
                        with operational bases in Dalian, Changchun and Harbin.
                        Northern Airlines Group's operating region is
                        predominantly in northeastern China. It is also the
                        dominant Chinese airline serving flight routes to Korea
                        and Japan due to the proximity of its operating region
                        to those countries.

                  (c)   Xinjiang Airlines Group is headquartered in Urumqi, with
                        operational bases and operating region in the Xinjiang
                        autonomous region. It also commands a strong market
                        position on domestic routes between Xinjiang and other
                        parts of China, and on international routes to Russia,
                        Middle East and West Asia.

                  As the flight networks of the Listed Group, Northern Airlines
                  Group and Xinjiang Airlines Group are disparate and
                  complementary to each other, the Acquisition will
                  significantly broaden the Company's flight network. After the
                  Acquisition, the Company will have a strong presence in
                  additional key markets in the Western and Northeastern parts
                  of China, enabling it to provide more comprehensive civil
                  aviation service to customers.

                  The Directors believe that the Acquisition provides
                  significant growth potential for the Listed Group,
                  particularly in light of the "Go West" and "Redevelop the
                  Northeast" campaigns initiated by the PRC government. The
                  Directors also believe that the huge investment made by the
                  PRC government in Western and Northeastern China will lead to
                  rapid economic growth in those regions over the next decade or
                  more, which, in turn, will result in rapid increase in air
                  traffic volume to and from those regions.

                  In addition, the Acquisition will also significantly enhance
                  the Company's international air transportation business. The
                  Company will be able to offer flight services between its
                  bases in Southern, Northeastern and Northwestern China and
                  other international cities in North America, Southeast Asia,
                  North Asia, the Middle East as well as Europe.

            (2)   Increase fleet size and transportation capacity

                  The Acquisition will substantially increase the fleet size of
                  the Listed Group. As of 30 June, 2004, the Listed Group owned
                  and operated a fleet of 139 medium and large size commercial
                  passenger and cargo aircraft. The Acquisition will bring in 75
                  commercial aircraft from Northern Airlines Group and Xinjiang
                  Airlines Group thereby increasing the Listed Group's fleet
                  size by 54% to 214 commercial aircraft. The increased
                  economies of scale will contribute to greater transportation
                  capacity, higher operating efficiency, lower operating and
                  maintenance cost, more flexible flight scheduling, greater
                  bargaining power in aircraft acquisitions, better financing
                  terms for purchases and improved aircraft allocation for the
                  flight routes.

                  The tables below set out fleet and selected operating data of
                  the Target Group and the Listed Group individually, and on a
                  combined basis, for the year 2003 and the first half of 2004:

                  FIRST SIX MONTHS OF 2004



                                          NORTHERN  XINJIANG
                                LISTED    AIRLINES  AIRLINES
                                GROUP      GROUP     GROUP      COMBINED
                                                   
Number of aircraft(1)              139        55        20          214
Passenger capacity
  (ASK) (million)               25,928     7,693     3,722       37,343
Passenger traffic
  (RPK) (million)               17,242     5,190     2,416       24,848
Passenger volume (thousand)     13,315     3,621     1,264       18,200
Cargo and mail carried
  (thousand tonne)                 267        55        12          334


(1 )As of 30 June, 2004 including owned and leased (on both finance and
operating lease basis) aircraft

                                       5


2003



                                          NORTHERN  XINJIANG
                                LISTED    AIRLINES  AIRLINES
                                GROUP      GROUP     GROUP     COMBINED
                                                   
Number of aircraft(1)              132        50        20        202
Passenger capacity
  (ASK) (million)               40,867    13,940     6,297     61,104
Passenger traffic
  (RPK) (million)               26,387     9,147     4,092     39,626
Passenger volume (thousand)     20,470     6,474     2,148     29,092
Cargo and mail carried
  (thousand tonne)                 464       111        21        596


(1)As of 31 December, 2003 including owned and leased (on both finance and
operating lease basis) aircraft

            (3)   Minimize route overlap and optimize flight schedules

                  The Directors believe that the Acquisition will yield
                  significant benefits to the Listed Group through optimization
                  of flight routes and schedules.

                  Most of the major flight routes in the PRC are served by more
                  than one airline, and therefore the competition on most major
                  flight routes is intense. Although offering discounts on air
                  ticket prices is still regulated by the CAAC, many PRC
                  airlines rely heavily on such measures to attract passengers.
                  As a result, the Listed Group faces significant pressure on
                  air ticket prices.

                  Prior to the Acquisition, the routes that the Listed Group
                  shares with Northern Airlines Group and Xinjiang Airlines
                  Group account for approximately 8.2% of the Listed Group's
                  total routes. After the Acquisition, the Listed Group will
                  become the sole or main operator on many of such shared flight
                  routes. This reduction in market segmentation will allow the
                  Listed Group to gain advantageous air ticket pricing power and
                  improve its financial performance.

                  Moreover, the Listed Group could reduce the number of flights
                  on those shared routes without sacrificing sufficient coverage
                  and service quality. The Listed Group will then have
                  additional capacity to support other more profitable flight
                  routes and thus generate additional revenue.

            (4)   Enhance air ticket sales network and reduce overhead

                  Northern Airlines Group, Xinjiang Airlines Group and the
                  Listed Group each maintains an extensive air ticket sales
                  network in major cities and large ground services teams at
                  major airports in China. The Listed Group can achieve
                  significant cost savings by rationalizing the sales network
                  and consolidating the ground service operations of the three
                  airlines. After the Acquisition, the Company plans to close a
                  total of 14 geographically overlapping domestic air ticket
                  sales offices (eight belong to Northern Airlines Group, four
                  belong to Xinjiang Airlines Group and two to the Company) and
                  four overseas air ticket sales offices (all belong to Northern
                  Airlines Group).

            (5)   Improve allocation of aircraft, engines, spare parts and crews

                  The Directors believe the expanded fleet will provide the
                  Listed Group greater flexibility in allocating aircraft
                  between the combined routes of the Listed Group, Northern
                  Airlines Group and Xinjiang Airlines Group.

                  For each of the three airlines, there is excess capacity in
                  low seasons, but limited or inadequate capacity during peak
                  seasons. As most of the flight routes served by them are
                  different, each of the Listed Group, Northern Airlines Group
                  and Xinjiang Airlines Group has relatively staggered peak and
                  low seasons. After the Acquisition, the Company will be able
                  to re-deploy an enlarged team of aircraft, pilots and flight
                  personnel to the highest traffic routes and better ensure a
                  balance of demand and supply for capacity throughout the year.

                                       6


                  Furthermore, since the Listed Group has already been operating
                  Boeing 737, 757 and Airbus 319, 320 aircraft that Xinjiang
                  Airlines Group and Northern Airlines Group are either
                  currently operating or will be acquiring according to their
                  aircraft replacement schedules, the Listed Group will be able
                  to improve the internal allocation of engines and high-value
                  aircraft spare parts. For instance, the Directors believe that
                  after the Acquisition, the Listed Group may be able to
                  purchase fewer aircraft engines and spare parts.

                  Through redeployment of aircraft, pilots and crew, and better
                  allocation of spare parts, the Directors believe the Listed
                  Group can improve its operating efficiency and reduce
                  operating costs and capital expenditures.

            (6)   Reduce maintenance costs

                  The Directors believe significant reduction in maintenance
                  cost can be achieved through more centralized maintenance
                  functions and sharing of maintenance personnel and equipment.
                  The Company plans to centralize fleet maintenance functions at
                  five national maintenance bases which are Guangzhou, Shenyang,
                  Urumqi, Zhengzhou (or Wuhan) and Xiamen in the next few years.
                  These maintenance bases will be responsible for major
                  overhauls on all aircraft while the local bases will be
                  responsible for minor maintenance tasks on their own aircraft.
                  The Directors believe that this initiative will significantly
                  improve efficiency and reduce the cost of fleet maintenance.

            (7)   Strengthen marketing efforts

                  Since its listing on the Stock Exchange, the Company has
                  implemented many changes to its remuneration policies in order
                  to improve the effectiveness of marketing efforts by its
                  business units. Under the Company's current performance credit
                  policy, its branch office located in the city that a
                  particular flight originates from (including both non-stop and
                  connecting flights) receives performance credit for the
                  flights to the immediate next destination. Previously, all
                  performance credit earned by a particular aircraft was given
                  to the office in which that aircraft was based in, which did
                  not provide incentive for the offices in intermediate cities
                  to market the air ticket of that particular flight. After the
                  Acquisition, the Company plans to implement this remuneration
                  policy to the marketing units newly acquired from the Target
                  Group. The Directors believe that this will lead to a more
                  effective and concerted marketing effort by all the offices,
                  and therefore result in higher sales revenue.

      (c)   INFORMATION REGARDING THE TARGET GROUP

            (1)   Overview of the Target Group

                  Northern Airlines was established on 19 October, 1990
                  following its separation from the Shenyang Bureau of the CAAC.
                  Xinjiang Airlines, which began operations on 1 January, 1985,
                  was formally separated in 2001 from the Urumqi Regional Bureau
                  of the CAAC.

                  As part of the reorganisation initiative of the PRC civil
                  aviation industry in late 2002, Southern Airlines (Group),
                  Northern Airlines and Xinjiang Airlines were restructured and
                  consolidated into CSAHC.

                  Both Northern Airlines Group and Xinjiang Airlines Group are
                  the leading airlines in their respective regions, offering
                  passenger and cargo air transportation and other related
                  services.

                  (a)   Key operating data

                        Passenger and cargo air transportation are Northern
                        Airlines Group's principal businesses. However, due to
                        its lack of freight aircraft, Northern Airlines Group
                        relies heavily on its passenger air transportation
                        business. In 2003, revenues generated from passenger air
                        transportation business accounted for approximately 93%
                        of the total revenues while those from cargo services
                        accounted for approximately 7%. Northern Airlines Group
                        also provides aircraft maintenance and repair, and other
                        aviation related services.

                                       7


                        In the past three and a half years, Northern Airlines
                        Group's passenger air transportation business continued
                        to improve with overall passenger load factor increasing
                        from 60% for 2001 to 67% for the first six months of
                        2004 and passenger yield per RPK rising from RMB0.58 for
                        2001 to RMB0.61 for the first six months of 2004. The
                        cargo transportation business also showed material
                        improvement with cargo yield per RFTK increasing 12%
                        from RMB1.90 for year 2001 to RMB2.13 for the first six
                        months of 2004. Key operating benchmarks of Northern
                        Airlines Group from 2001 to the first half of 2004 are
                        summarized as follows:

               NORTHERN AIRLINES GROUP'S KEY OPERATING BENCHMARKS



                            FIRST SIX
                           MONTHS ENDED
                           30 JUNE,2004     2003      2002      2001
                                                   
PASSENGER TRAFFIC
  (RPK) (million)
Domestic                      4,652         8,234     7,800     6,914
International                   538           913       986     1,334
Total                         5,190         9,147     8,786     8,248
REVENUE TONNE KILOMETRES
  (RTK) (million)
Domestic                        504           904       707       619
International                    57           101        90        72
Total                           561         1,005       797       691
PASSENGER VOLUME (thousand)
Domestic                      3,258         5,831     5,501     4,849
International                   363           643       652       864
Total                         3,621         6,474     6,153     5,713
CARGO AND MAIL CARRIED
  (thousand tonne)
Domestic                         47            94        74        62
International                     8            17        13         9
Total                            55           111        87        71
CARGO TRAFFIC
  (RFTK) (million)
Domestic                         87           168       166       162
International                     9            19        15        13
Total                            96           187       181       175
PASSENGER CAPACITY
  (ASK) (million)
Domestic                      6,722        12,226    12,232    11,412
International                   971         1,714     1,800     2,334
Total                         7,693        13,940    14,032    13,746


                                       8



                                                        
AVAILABLE TONNE KILOMETRES
  (ATK) (million)
Domestic                        805          1,451        1,193     1,035
International                   115            205          186       131
Total                           920          1,656        1,379     1,166
PASSENGER LOAD FACTOR
Domestic                         69%            67%          64%       61%
International                    55%            53%          55%       57%
Total                            67%            66%          63%       60%
OVERALL LOAD FACTOR
  (RTK/ATK)
Domestic                         63%            62%          59%       60%
International                    50%            49%          48%       55%
Overall                          61%            61%          58%       59%
PASSENGER YIELD PER RPK
  (RMB)
Domestic                       0.57           0.55         0.50      0.55
International                  0.98           0.97         0.87      0.71
Total                          0.61           0.60         0.54      0.58
CARGO YIELD PER RFTK
  (RMB)
Domestic                       1.51           1.56         1.59      1.55
International                  7.77           7.89         8.25      8.54
Total                          2.13           2.20         2.16      1.90
YIELD PER RTK
  (RMB)
Domestic                       5.53           5.33         5.90      6.53
International                 10.53          10.27        10.90     14.75
Overall                        6.04           5.82         6.47      7.38
FLEET
Airbus                           17             12           10         8
McDonald Douglas                 35             35           36        37
Others                            3              3           19        27
Total                            55             50           65        72
OVERALL UTILISATION RATE
  (hours per day)
Airbus                          8.8            7.8          8.3       7.5
McDonald Douglas                9.1            7.8          8.2       8.4
Overall                         9.0            7.8          8.3       7.8


                        Passenger and cargo air transportation are Xinjiang
                        Airlines Group's principal businesses. In 2003,
                        passenger air transportation business generated 96% of
                        total revenues with freight transportation business
                        accounting for 4%.

                                       9



                        Xinjiang Airlines Group has managed to improve its
                        domestic passenger load factor to 66% in the first half
                        of 2004 from 59% in 2001. Passenger traffic as measured
                        by RPK has also increased over the past three years.
                        However, passenger yields suffered in 2003 and first
                        half 2004 due to increased competition. Key operating
                        benchmarks from 2001 to the first half 2004 are
                        summarized as follows:

               XINJIANG AIRLINES GROUP'S KEY OPERATING BENCHMARKS



                             FIRST SIX
                            MONTHS ENDED
                            30 JUNE, 2004  2003     2002    2001
                                                
PASSENGER TRAFFIC
  (RPK) (million)
Domestic                        2,324      3,941    3,768   3,400
International                      92        151      148     148
Total                           2,416      4,092    3,916   3,548
REVENUE TONNE KILOMETRES
  (RTK) (million)
Domestic                          241        415      417     365
International                       9         14       14      13
Total                             250        429      431     378
PASSENGER VOLUME (thousand)
Domestic                        1,209      2,062    1,753   1,510
International                      55         86       75      61
Total                           1,264      2,148    1,828   1,571
CARGO AND MAIL CARRIED
  (thousand tonne)
Domestic                           12         21       27      20
International                       -          -        -       -
Total                              12         21       27      20
CARGO TRAFFIC
  (RFTK) (million)
Domestic                           33         62       81      62
International                       1          1        1       1
Total                              34         63       82      63
PASSENGER CAPACITY
  (ASK) (million)
Domestic                        3,527      5,995    6,105   5,771
International                     195        302      331     326
Total                           3,722      6,297    6,436   6,097
AVAILABLE TONNE KILOMETRES
  (ATK) (million)
Domestic                          378        597      674     637
International                      20         32       35      33
Total                             398        629      709     670


                                       10



                                       
PASSENGER LOAD FACTOR
Domestic                         66%    66%    62%   59%
International                    47%    50%    45%   45%
Total                            65%    65%    61%   58%
OVERALL LOAD FACTOR
  (RTK/ATK)
Domestic                         64%    70%    62%   57%
International                    45%    44%    40%   39%
Overall                          63%    68%    61%   56%
PASSENGER YIELD PER RPK
  (RMB)
Domestic                       0.46   0.48   0.53  0.55
International                  0.72   0.69   0.69  0.60
Overall                        0.47   0.48   0.54  0.55
CARGO YIELD PER RFTK
  (RMB)
Domestic                       1.44   1.44   1.33  1.49
International                  2.09   4.43   5.00  5.00
Total                          1.45   1.48   1.36  1.54
YIELD PER RTK
  (RMB)
Domestic                       4.75   4.70   5.51  5.83
International                  8.12   7.74   8.25  7.74
Overall                        4.87   4.80   5.56  5.86
FLEET
Boeing                           15     15     15    14
ATR 72 and IL86                   5      5      8     8
Total                            20     20     23    22
OVERALL UTILISATION RATE
  (hours per day)
Boeing                         10.0    8.8    8.9  10.1
ATR 72 and IL86                 7.8    7.4    7.1   8.2
Overall                         8.9    8.3    7.7   8.4


      (b)   Operational bases

            Shenyang, Dalian, Harbin, and Changchun are the primary bases for
            Northern Airlines Group. Urumqi is the principal base for Xinjiang
            Airlines Group.

            SHENYANG:

            Taoxian Airport, located 22 kilometres south of Shenyang, was opened
            on 10 April, 1989. In the first half of 2004, Northern Airlines
            Group's passenger and cargo turnover at Taoxian Airport accounted
            for 25% and 28% of its total passenger and cargo turnover
            respectively.

                                       11


            The airport has a 3,200 metre runway, and is equipped with modern
            communication and navigation systems. Taoxian Airport is owned and
            operated by Shenyang Taoxian Airport Limited, which estimates that
            Taoxian Airport handled approximately 31,400 landings, three million
            passengers and 88,000 tonnes cargo for the year 2003, making it one
            of the busiest airports in northeastern China.

            DALIAN:

            Dalian Zhoushuizi Airport is located 10 kilometres northwest of
            Dalian. The airport handled 26% of the passenger turnover and 29% of
            the cargo turnover of Northern Airlines Group in the first half of
            2004.

            Opened on 6 April, 1973, Zhoushuizi Airport is the busiest airport
            in northeastern China. The airport is owned and operated by Dalian
            Zhoushuizi International Airport Limited. Zhoushuizi Airport has a
            3,300 metre runway, and is capable of handling commercial air planes
            of all types. According to Dalian Zhoushuizi International Airport
            Limited, the airport handled 35,248 landings, 3 million passengers
            and 74,784 tonnes of cargo in 2003.

            HARBIN:

            Harbin Taiping Airport is located 33 kilometres southwest of Harbin.
            In the first half of 2004, the airport handled 16% of passenger
            turnover and 15% of cargo turnover of Northern Airlines Group.

            Opened on 1 September, 1997, Taping Airport is one of the largest
            airports in northeastern China. Taiping Airport has a 3,200 metre
            runway, and is capable of handling Boeing 767 or equivalent
            aircraft. According to the airport, it handled 22,093 landings in
            2003. Passenger and cargo turnover was two million and 31,300 tonnes
            respectively for the year.

            CHANGCHUN:

            Dafangshen Airport is Northern Airlines Group's operational base in
            Jilin province. Located 11 kilometres west of Changchun, the airport
            handled 15% of Northern Airlines Group's passenger turnover and 11%
            of cargo turnover in the first half of 2004.

            Dafangshen Airport is the only international airport in Jilin
            province. It has a 2,600 metre runway and is capable of handling
            Boeing 707 or equivalent aircraft. According to the airport, it
            handled 13,880 landings in 2003. Passenger and cargo turnover was
            one million and 15,700 tonnes respectively for the year.

            In light of the rapid growth of passenger and cargo turnover at the
            Dafangshen Airport, CAAC and Jilin provincial government began
            construction of Longjiabao Airport in May 2003. The new airport is
            located 28 kilometres northeast of Changchun, and has commenced
            operations in October 2004. Dafangshen Airport will cease operations
            when the new airport comes into operations.

            URUMQI:

            Urumqi Diwo Airport is located 17 kilometres northwest of Urumqi. In
            2003, it handled 82% of Xinjiang Airlines Group's total passenger
            and cargo turnover.

                                       12


            Opened in 1973, Diwo Airport is currently one of the largest
            airports in northwestern China. Equipped with a 3,600 metre runway
            and modern navigation systems, the airport is capable of handling
            commercial air planes of all types. According to the airport, it
            handled 33,440 landings in 2003. Passenger and cargo turnover was
            three million and 47,900 tonnes respectively for the year.

      (c)   Routes network

            From the four bases in northeastern China, Northern Airlines Group
            currently offers regular flights on 106 domestic routes to over 46
            cities in China and 29 international routes to North Asia and
            Russia.

            Headquartered in Urumqi, Xinjiang Airlines Group is the leading air
            traffic service provider in northwestern China. It offers regular
            flight services on 42 domestic routes. It also offers regular flight
            services on seven international routes to major cities in the Middle
            East, Russia and West Asia.

               TOP 10 ROUTES OF NORTHERN AIRLINES GROUP BY REVENUE



FIRST SIX MONTHS ENDED
    30 JUNE, 2004                       2003
                              
1.  Changchun-Beijing            Changchun-Beijing
2.  Shenyang-Beijing             Harbin-Shenyang-Shenzhen
3.  Dalian-Beijing               Harbin-Dalian-Guangzhou
4.  Harbin-Beijing               Harbin-Beijing
5.  Dalian-Shanghai Pudong       Dalian-Beijing
6.  Harbin-Shenyang-Shenzhen     Shenyang-Beijing
7.  Harbin-Dalian-Guangzhou      Shenyang-Wenzhou-Guangzhou
8.  Shenyang-Shanghai Pudong     Shenyang-Shanghai Pudong
9.  Shenyang-Wenzhou-Guangzhou   Dalian-Shanghai Pudong
10. Dalian-Hangzhou-Shenzhen     Dalian-Hangzhou-Shenzhen


               TOP 10 ROUTES OF XINJIANG AIRLINES GROUP BY REVENUE



FIRST SIX MONTHS ENDED
    30 JUNE, 2004                      2003
                              
1.  Urumqi-Beijing               Urumqi-Beijing
2.  Urumqi-Shanghai              Urumqi-Shanghai
3.  Urumqi-Changsha-Shenzhen     Urumqi-Kashi
4.  Urumqi-Chengdu               Urumqi-Changsha-Shenzhen
5.  Urumqi-Guangzhou             Urumqi-Guangzhou
6.  Urumqi-Kashi                 Urumqi-Chengdu
7.  Urumqi-Lanzhou-Hangzhou      Urumqi-Lanzhou-Hangzhou
8.  Urumqi-Zhengzhou-Qingdao     Urumqi-Zhengzhou-Qingdao
9.  Urumqi-Yili                  Urumqi-Xian
10. Urumqi-Xian                  Urumqi-Zhengzhou-Fuzhou


                                       13


      (d)   Fleet

            As of June 30, 2004, Northern Airlines Group owned and operated 55
            medium to large size aircraft with an average fleet age of 8.08
            years. The table below sets out details of its fleet:

          NORTHERN AIRLINES GROUP'S FLEET DETAILS (AS OF 30 JUNE, 2004)



                               FINANCE  OPERATING
                  SELF-OWNED    LEASE     LEASE     TOTAL
                                        
MD82                  10          1        11        22
MD90                   3         10         -        13
A300                   -          6         -         6
A321                   4          4         -         8
A319                   -          -         3         3
Cessna 208B            3          -         -         3
TOTAL                 20         21        14        55


            Xinjiang Airlines Group has gradually phased out the Soviet-made
            TU-154 and IL-86 for commercial flights. The airline has recently
            purchased and leased a large number of Boeing and ATR commercial
            aircraft. As of June 30, 2004, the average age of the 20 aircraft
            owned or operated by Xinjiang Airlines Group was 5.90 years. Details
            of the fleet are set out in the table below:

          XINJIANG AIRLINES GROUP'S FLEET DETAILS (AS OF 30 JUNE, 2004)



                              OPERATING
                SELF-OWNED      LEASE     TOTAL
                                 
B757-200               6          3         9
B737-300               2          -         2
B737-700               -          4         4
ATR-72                 5          -         5
TOTAL                 13          7        20


      (e)   Aircraft acquisition and disposal program

            Northern Airlines entered into an aircraft sale and lease back
            agreement on 4 November, 2003 with ILFC. Under the agreement,
            Northern Airlines Group agreed to sell the 22 MD82 aircraft owned,
            or to be owned to ILFC in four phases according to the schedule
            listed below:

                         MD82 AIRCRAFT TO BE SOLD UNDER
                    THE AIRCRAFT SALE AND LEASEBACK AGREEMENT



                                                  NUMBER OF MD82
PHASE                  DATE                         TO BE SOLD
                                            
  I         14 November, 2003                         4
 II         1 March, 2004                             7
III         1 July, 2005 & 1 June, 2006               6
 IV         1 June, 2006 & 15 January, 2007           5


                                       14


            Under the same agreement, Northern Airlines Group also agreed to
            lease back the above-mentioned MD82 aircraft from ILFC immediately
            after the sale. The average term of the lease back agreements is 15
            months. In addition, Northern Airlines Group also agreed to replace
            each of the 22 MD82 aircraft with one new Airbus 319-100 aircraft or
            one new Airbus 320-200 aircraft from ILFC upon the termination of
            the lease back agreements. The table below sets out the replacement
            schedule:

                          AIRCRAFT REPLACEMENT SCHEDULE


              AIRCRAFT TYPE                SCHEDULED DELIVERY DATE
                                    
Phase I     1. A319-100                   May 2004 (delivered)
            2. A319-100                   May 2004 (delivered)
            3. A319-100                   June 2004 (delivered)
            4. A319-100                   September 2004 (delivered)

Phase II    5. A319-100                   January 2005
            6. A319-100                   February 2005
            7. A319-100                   March 2005
            8. A319-100                   April 2005
            9. A319-100                   May 2005
            10. A319-100                  October 2005
            11. A319-100                  November 2005

Phase III   12. A319-100/A320-200         January 2006
            13. A319-100/A320-200         June 2006
            14. A319-100/A320-200         October 2006
            15. A319-100/A320-200         November 2006
            16. A319-100/A320-200         November 2006
            17. A319-100/A320-200         December 2006

Phase IV    18. A319-100/A320-200         February 2007
            19. A319-100/A320-200         June 2007
            20. A319-100/A320-200         October 2007
            21. A319-100/A320-200         October 2007
            22. A319-100/A320-200         November 2007


            In addition to the above agreement, Northern Airlines has also
            committed to the addition of two more A321s from Airbus by the end
            of 2005.

      (f)   Sales and marketing

            Northern Airlines Group and Xinjiang Airlines Group have
            historically marketed their services under their own brands.

            FREQUENT FLYER PROGRAM

            Both Northern Airlines Group and Xinjiang Airlines Group operated
            their respective frequent flyer programs prior to consolidation into
            CSAHC. Following the consolidation of Northern Airlines Group and
            Xinjiang Airlines Group into CSAHC, the two frequent flyer programs
            merged with the Company's frequent flyer program, namely, the China
            Southern Airlines Sky Pearl Club.

                                       15


            TICKET SALES CHANNELS AND RESERVATION SYSTEM

            Northern Airlines Group and Xinjiang Airlines Group conduct ticket
            sales through a variety of sales channels, including the airlines'
            own network of exclusive sales offices, websites and general sales
            agents. As of 30 June, 2004, Northern Airlines Group has sales
            offices in nine cities in China. Xinjiang Airlines Group has sales
            offices in seven cities in China and six outside China.

      (g)   Safety

            Aircraft safety involves three major operational areas: flight
            operations, aircraft maintenance and ground operations. Both
            Northern Airlines Group and Xinjiang Airlines Group place great
            importance on safety in each of the three areas, and comply with
            applicable safety and security standards and regulations required by
            CAAC and other aviation industry regulators in the jurisdictions
            they serve.

            Xinjiang Airlines Group has established a reputation for safety. To
            date, it maintains a record of transport flight safety since its
            founding and is perceived to be one of the safest airline operators
            in China. On 7 May, 2002, a MD82 aircraft of the Northern Airlines
            crashed into the ocean near Dalian, resulting in 112 passenger and
            crew fatalities. The aircraft was fully insured and compensated
            under the insurance arrangement.

      (h)   Employees

            The table below sets forth information regarding the employees of
            Northern Airlines Group and Xinjiang Airlines Group as at the end of
            2003:

               NORTHERN AIRLINES GROUP AND XINJIANG AIRLINES GROUP
                              EMPLOYEE INFORMATION
                               (31 DECEMBER, 2003)



                             NORTHERN  XINJIANG
                             AIRLINES  AIRLINES
                              GROUP     GROUP    TOTAL
                                        
Flight personnel              1,864       726     2,590
Ground personnel              4,129       758     4,887
Sales, administration and
  back office personnel       4,650     1,120     5,770
Total headcount              10,643     2,604    13,247


      (i)   Properties

            Both Northern Airlines Group and Xinjiang Airlines Group own certain
            buildings and real estate properties, which are used for offices,
            retail outlets, warehouses, aircraft maintenance workshops, ground
            services and airport services.

                                       16


(2)   Financial information of the Target Group

      NORTHERN AIRLINES GROUP

      The following is a summary of the financial information relating to the
      airline and airline related operations of Northern Airlines Group,
      including the combined balance sheets as at 31 December, 2001, 2002 and
      2003 and 30 June, 2004, and the combined statements of operations for each
      of the years in the three-year period ended 31 December, 2003 and the
      six-month periods ended 30 June, 2003 and 2004, as extracted from the
      accountants' report to be included in the circular to be issued by the
      Company to its shareholders.

      COMBINED STATEMENTS OF OPERATIONS



                                                                                             SIX-MONTH PERIODS
                                                  YEARS ENDED 31 DECEMBER,                     ENDED 30 JUNE,
                                            ------------------------------------         ------------------------
                                              2001           2002          2003            2003           2004
                                             RMB'000        RMB'000       RMB'000         RMB'000        RMB'000
                                                                                        (unaudited)
                                                                                         
OPERATING REVENUE
Traffic revenue                             5,105,225      5,156,574      5,856,970      2,128,941      3,391,448
Other operating revenue                        98,122         87,343         71,765         37,685         73,232
                                            ---------      ---------      ---------      ---------      ---------
TOTAL OPERATING REVENUE                     5,203,347      5,243,917      5,928,735      2,166,626      3,464,680
                                            ---------      ---------      ---------      ---------      ---------
OPERATING EXPENSES
Flight operations                           2,123,890      2,194,336      2,338,641      1,119,920      1,480,465
Maintenance                                   751,542        993,629      1,039,448        541,618        412,118
Aircraft and traffic servicing                667,950        717,332        759,704        319,939        464,035
Promotion and sales                           408,994        415,806        425,466        166,296        219,471
General and administrative                    162,719        218,594        225,464         99,245        114,849
Depreciation and amortisation                 678,435        662,040        645,506        319,023        404,419
Others                                        535,321        349,856        555,349              -              -
                                            ---------      ---------      ---------      ---------      ---------
TOTAL OPERATING EXPENSES                    5,328,851      5,551,593      5,989,578      2,566,041      3,095,357
                                            ---------      ---------      ---------      ---------      ---------
OPERATING (LOSS)/PROFIT                      (125,504)      (307,676)       (60,843)      (399,415)       369,323
                                            ---------      ---------      ---------      ---------      ---------
NON-OPERATING INCOME/(EXPENSES)
Interest income                                59,903         28,583         12,943          6,921          4,257
Interest expense                             (724,605)      (700,752)      (627,190)      (312,183)      (195,027)
Exchange gain/(loss), net                     232,409       (151,196)      (217,539)        (1,820)        23,567
Gain/(loss) on disposal of
 property, plant and equipment                 14,634         22,873            729          3,224           (439)
Deficit on revaluation of property,
 plant and equipment                                -              -       (492,369)             -              -
Others, net                                     3,589        (42,666)        15,540         13,540              -
                                            ---------      ---------      ---------      ---------      ---------
TOTAL NON-OPERATING EXPENSES, NET            (414,070)      (843,158)    (1,307,886)      (290,318)      (167,642)
                                            ---------      ---------      ---------      ---------      ---------
(LOSS)/PROFIT BEFORE INCOME TAX
  AND MINORITY INTERESTS                     (539,574)    (1,150,834)    (1,368,729)      (689,733)       201,681
INCOME TAX                                       (572)          (451)       117,262              -        (67,300)
                                            ---------      ---------      ---------      ---------      ---------
(LOSS)/PROFIT BEFORE MINORITY INTERESTS      (540,146)    (1,151,285)    (1,251,467)      (689,733)       134,381
MINORITY INTERESTS                             38,477         10,228         17,846          4,690            661
                                            ---------      ---------      ---------      ---------      ---------
NET (LOSS)/PROFIT                            (501,669)    (1,141,057)    (1,233,621)      (685,043)       135,042
                                            =========      =========      =========      =========      =========


                                       17


COMBINED BALANCE SHEETS



                                                       31 DECEMBER,                     30 JUNE,
                                          --------------------------------------        ---------
                                            2001           2002            2003           2004
                                          RMB'000        RMB'000         RMB'000        RMB'000
                                                                           
NON-CURRENT ASSETS
Property, plant and equipment, net        8,843,881      8,766,726       8,844,541      9,141,267
Construction in progress                    210,191        258,505          54,446         38,930
Lease prepayments                            13,345         13,060               -              -
Other investments                                 -         68,209          68,209         68,209
Lease and equipment deposits                778,182        640,286       1,334,818        437,117
Deferred expenditure                          8,329          7,266          18,001        122,093
Deferred tax assets                               -              -          24,743         20,313
                                          ---------      ---------      ----------      ---------
TOTAL NON-CURRENT ASSETS                  9,853,928      9,754,052      10,344,758      9,827,929
                                          ---------      ---------      ----------      ---------
CURRENT ASSETS
Inventories                                 625,704        693,960         534,968        544,093
Trade receivables                           165,274        240,674         242,543        398,158
Other receivables and
 prepaid expenses                           359,587        207,054         141,634        566,110
Cash and cash equivalents                 1,308,902        755,218         542,046        234,733
                                          ---------      ---------      ----------      ---------
TOTAL CURRENT ASSETS                      2,459,467      1,896,906       1,461,191      1,743,094
                                          ---------      ---------      ----------      ---------
CURRENT LIABILITIES
Bank and other loans                      2,488,875      4,171,785         569,547        767,257
Obligations under finance leases            976,593      1,023,660       1,070,169      1,063,047
Other liabilities and accrued
 expenses                                 1,840,530      1,679,034       1,135,292      1,403,363
Accounts payable                            255,771        206,659         122,259        140,026
Sales in advance of carriage                 49,830         98,066           5,525              -
Tax payable                                     297             33               -              -
                                          ---------      ---------      ----------      ---------
TOTAL CURRENT LIABILITIES                 5,611,896      7,179,237       2,902,792      3,373,693
                                          ---------      ---------      ----------      ---------
NET CURRENT LIABILITIES                  (3,152,429)    (5,282,331)     (1,441,601)    (1,630,599)
                                          ---------      ---------      ----------      ---------
TOTAL ASSETS LESS CURRENT LIABILITIES     6,701,499      4,471,721       8,903,157      8,197,330
                                          ---------      ---------      ----------      ---------
NON-CURRENT LIABILITIES AND
 DEFERRED ITEMS
Bank and other loans                      2,842,763      1,293,183       2,152,067      1,811,371
Obligations under finance leases          6,475,202      6,700,765       5,897,242      5,402,143
Deferred credit                              47,815         38,989          30,163         25,750
                                          ---------      ---------      ----------      ---------
TOTAL NON-CURRENT LIABILITIES             9,365,780      8,032,937       8,079,472      7,239,264
                                          ---------      ---------      ----------      ---------
MINORITY INTERESTS                           77,309         67,081           3,033          2,372
                                          ---------      ---------      ----------      ---------
                                         (2,741,590)    (3,628,297)        820,652        955,694
                                          =========      =========      ==========      =========
Representing:
OWNER'S FUND - (DEFICIT)/SURPLUS         (2,741,590)    (3,628,297)        820,652        955,694
                                          =========      =========      ==========      =========


                                       18


XINJIANG AIRLINES GROUP

The following is a summary of the financial information relating to the airline
and airline related operations of Xinjiang Airlines Group, including the
combined balance sheets as at 31 December, 2001, 2002 and 2003 and 30 June,
2004, and the combined statements of operations for each of the years in the
three-year period ended 31 December, 2003 and the six-month periods ended 30
June, 2003 and 2004, as extracted from the accountants' report to be included in
the circular to be issued by the Company to its shareholders.

COMBINED STATEMENTS OF OPERATIONS



                                                                                            SIX-MONTHS PERIOD
                                                    YEARS ENDED 31 DECEMBER,                  ENDED 30 JUNE,
                                          ----------------------------------------      ----------------------
                                              2001           2002           2003          2003         2004
                                             RMB'000        RMB'000        RMB'000       RMB'000       RMB'000
                                                                                      (unaudited)
                                                                                       
OPERATING REVENUE
Traffic revenue                             2,048,009      2,215,380      2,075,074      717,310      1,176,300
Other operating revenue                       126,231        137,732         76,559       55,840         38,776
                                            ---------      ---------      ---------     --------      ---------
TOTAL OPERATING REVENUE                     2,174,240      2,353,112      2,151,633      773,150      1,215,076
                                            ---------      ---------      ---------     --------      ---------
OPERATING EXPENSES
Flight operations                           1,001,641      1,036,133      1,061,919      486,999        639,339
Maintenance                                   200,572        203,311        250,380      108,795        126,536
Aircraft and traffic servicing                201,941        205,208        275,658      111,190        134,088
Promotion and sales                            99,966        117,333        137,562       54,577         80,877
General and administrative                     86,380         98,247        119,052       51,434         61,279
Depreciation and amortisation                 314,991        352,150        346,304      166,247        173,177
Others                                              -        143,717              -            -              -
                                            ---------      ---------      ---------     --------      ---------
TOTAL OPERATING EXPENSES                    1,905,491      2,156,099      2,190,875      979,242      1,215,296
                                            ---------      ---------      ---------     --------      ---------
OPERATING PROFIT/ (LOSS)                      268,749        197,013        (39,242)    (206,092)          (220)
                                            ---------      ---------      ---------     --------      ---------
NON-OPERATING INCOME/(EXPENSES)
Interest income                                 2,530          1,347          1,776          347            746
Interest expense                             (189,165)      (184,018)      (201,415)     (81,352)       (69,417)
Exchange gain/(loss), net                       3,198           (345)           792          534            (64)
Loss on disposal of property,
 plant and equipment                           (8,581)        (2,219)        (7,943)      (3,893)          (800)
Deficit on revaluation of property,
 plant and equipment                                -              -       (234,835)           -              -
                                            ---------      ---------      ---------     --------      ---------
TOTAL NON-OPERATING EXPENSES, NET            (192,018)      (185,235)      (441,625)     (84,364)       (69,535)
                                            ---------      ---------      ---------     --------      ---------
PROFIT/(LOSS) BEFORE INCOME TAX
 AND MINORITY INTERESTS                        76,731         11,778       (480,867)    (290,456)       (69,755)
Income tax                                    (35,782)        (9,492)       155,808       95,258         24,048
                                            ---------      ---------      ---------     --------      ---------
PROFIT/(LOSS) BEFORE MINORITY INTERESTS        40,949          2,286       (325,059)    (195,198)       (45,707)
Minority interests                                  -            522         25,957          824          1,396
                                            ---------      ---------      ---------     --------      ---------
NET PROFIT/(LOSS)                              40,949          2,808       (299,102)    (194,374)       (44,311)
                                            =========      =========      =========     ========      =========


                                       19


COMBINED BALANCE SHEETS



                                                      31 DECEMBER,                     30 JUNE,
                                         ----------------------------------------     ----------
                                            2001           2002           2003           2004
                                           RMB'000        RMB'000        RMB'000        RMB'000
                                                                           
NON-CURRENT ASSETS
Property, plant and equipment, net        4,127,530      4,387,744      4,140,976      4,043,708
Construction in progress                     61,450         66,144         32,223         13,404
Other investments                               890            890              -              -
Lease and equipment deposits                243,256         53,715         53,715         53,620
Deferred tax assets                               -              -              -         19,195
                                         ----------     ----------     ----------     ----------
TOTAL NON-CURRENT ASSETS                  4,433,126      4,508,493      4,226,914      4,129,927
                                         ----------     ----------     ----------     ----------
CURRENT ASSETS
Inventories                                  73,117         60,056         59,231         71,311
Trade receivables                           162,634        183,623         96,288        125,212
Other receivables and
 prepaid expenses                           117,134        168,737        130,234        169,295
Cash and cash equivalents                   256,685        246,387        376,781        286,998
                                         ----------     ----------     ----------     ----------
TOTAL CURRENT ASSETS                        609,570        658,803        662,534        652,816
                                         ----------     ----------     ----------     ----------
CURRENT LIABILITIES
Bank and other loans                        693,027        890,271        932,780      1,056,639
Other liabilities and accrued
 expenses                                   521,511        637,228        702,481        718,783
Accounts payable                             71,643         92,603         93,987        128,638
Sales in advance of carriage                 36,947         19,488          3,268              -
Tax payable                                  17,267         14,267          1,857              -
                                         ----------     ----------     ----------     ----------
TOTAL CURRENT LIABILITIES                 1,340,395      1,653,857      1,734,373      1,904,060
                                         ----------     ----------     ----------     ----------
NET CURRENT LIABILITIES                    (730,825)      (995,054)    (1,071,839)    (1,251,244)
                                         ----------     ----------     ----------     ----------
TOTAL ASSETS LESS CURRENT LIABILITIES     3,702,301      3,513,439      3,155,075      2,878,683
                                         ----------     ----------     ----------     ----------
NON-CURRENT LIABILITIES AND
 DEFERRED ITEMS
Bank and other loans                      2,384,972      2,051,386      1,960,461      1,735,037
Provision for major overhauls               150,708        161,594        182,727        182,319
Deferred taxation                           122,691        132,183          4,853              -
                                         ----------     ----------     ----------     ----------
TOTAL NON-CURRENT LIABILITIES             2,658,371      2,345,163      2,148,041      1,917,356
                                         ----------     ----------     ----------     ----------
MINORITY INTERESTS                                -         94,735         78,173         76,777
                                         ----------     ----------     ----------     ----------
                                          1,043,930      1,073,541        928,861        884,550
                                         ==========     ==========     ==========     ==========
Representing:
OWNER'S FUND                              1,043,930      1,073,541        928,861        884,550
                                         ==========     ==========     ==========     ==========


                                       20


      (d)   PROSPECTIVE FINANCIAL INFORMATION

            The Target Group has prepared certain prospective financial
            information in respect of the Airline Operations of Northern
            Airlines Group and the Airline Operations of Xinjiang Airlines Group
            for the year ending 31 December, 2004 in compliance with Rule
            14A.56(8) and Rule 14.62 of the Listing Rules. Neither the Target
            Group nor the Company intends to update this information during the
            remainder of the year or to update such information in future years,
            although the Directors are aware of the requirements of Rule 13.09
            notes 9 and 10 of the Listing Rules. This information is necessarily
            based upon a number of assumptions that, while presented with
            numerical specificity and considered reasonable by the Target Group,
            are inherently subject to significant business, economic and
            competitive uncertainties and contingencies, many of which are
            beyond the control of the Company or the Target Group, and upon
            assumptions with respect to future business decisions which are
            subject to change. Accordingly, there can be no assurance that these
            results will be realized. The prospective financial information
            presented may vary from actual results, and these variations may be
            material.

            The Company and the Target Group believe that, on the bases and the
            assumptions discussed in the shareholder's circular to be issued by
            the Company and in the absence of unforeseen circumstances, the
            Target Group' forecast combined profit after taxation and minority
            interests but before the extraordinary items for the year ending 31
            December, 2004 under IFRS is unlikely to be less than RMB148
            million. Such forecast has been prepared based on the following
            principal assumptions:

            (a)   there will be no material changes in existing government
                  policies or political, legal, including changes in
                  legislations or rules, regulatory, fiscal, economic or market
                  conditions in the PRC or any of the countries in which the
                  Target Group carry out business;

            (b)   the Target Group will continue to be authorised to operate
                  services to other countries and cities of which its current
                  scheduled services are covered pursuant to the bilateral
                  aviation agreements between the PRC and overseas governments;

            (c)   the Target Group will be able to maintain all of its
                  certificates and licenses required from the CAAC to enable it
                  to operate its forecast services;

            (d)   there will be no material changes in the bases or rates of
                  taxation or duties in the PRC or any of the countries in which
                  the Target Group operates;

            (e)   there will be no material changes in inflation, interest rates
                  or foreign currency exchange rates from those currently
                  prevailing; and

            (f)   the Target Group's operation and business will not be severely
                  interrupted by any force majeure events or unforeseeable
                  factors of any unforeseeable reasons that are beyond the
                  control of the Target Group, including but not limited to the
                  occurrence of natural disasters or catastrophes, epidemics or
                  serious accidents.

            The texts of the letters from the reporting accountants and the
            financial adviser in respect of the profit forecast are set out in
            the shareholders' circular to be issued by the Company.

      (e)   IMPLICATIONS UNDER THE LISTING RULES

            The Acquisition exceeds 100% of the relevant percentage ratios under
            Rule 14.07 of the Listing Rules and therefore constitutes a very
            substantial acquisition of the Company under the Listing Rules.
            Since CSAHC is the direct controlling shareholder of the Company,
            the Acquisition also constitutes a connected transaction for the
            Company under the Listing Rules and is therefore subject to the
            approval by the Independent Shareholders at the EGM. The Board,
            including the independent non-executive Directors, believes that the
            terms of the Sale and Purchase Agreement and the Acquisition are
            fair and reasonable and are in the interests of the Listed Group and
            its shareholders as a whole.

            An Independent Board Committee has been formed to advise the
            Independent Shareholders in respect of the Sale and Purchase
            Agreement and the Acquisition. ICEA has been appointed as the
            independent financial adviser to advise the Independent Board
            Committee and the Independent Shareholders in respect of the Sale
            and Purchase Agreement and the Acquisition.

            CSAHC and its associates are required to abstain from voting in
            respect of the proposed resolution to approve the Sale and Purchase
            Agreement and the Acquisition which will be conducted by poll.

                                       21


      (f)   FINANCIAL EFFECT OF THE ACQUISITION

            Based on the pro forma financial information of the Combined Group
            outlined in Appendix V of the circular to be dispatched by the
            Company to its shareholders, assuming that the Acquisition had taken
            place on 30 June, 2004, there would not be any impact on the net
            assets of the Listed Group following the Acquisition as of 30 June,
            2004. On the same basis, the total assets of the Listed Group would
            increase by 35%, or RMB15,179 million, which would be offset by an
            increase of RMB15,083 million in liabilities and RMB96 million in
            minority interest.

            Based on the pro forma financial information of the Combined Group
            outlined in Appendix V of the circular to be dispatched by the
            Company to its shareholders, assuming that the Acquisition had taken
            place on 1 January, 2004, for the first six months ended 30th June,
            2004, net profit of the Listed Group would increase by 36%, or RMB95
            million to RMB361 million following the Acquisition. On the same
            basis, basic earnings per share would increase from RMB0.06 to
            RMB0.08, representing an accretion of 33%.

2.    ON-GOING CONNECTED TRANSACTIONS

      The Lease Agreements and the Catering Agreement will be entered into
      between the Company and connected persons of the Company within the
      meaning of the Listing Rules, which will constitute On-going Connected
      Transactions of the Company under the Listing Rules upon completion of the
      Acquisition.

      (a)   LEASE AGREEMENTS

            (1)   Lease Agreement 1

                  DATE

                  12 November, 2004

                  PARTIES

                  (a)   CSAHC, as the lessor.

                  (b)   Northern Airlines, as the lessor.

                  (c)   The Company, as the lessee.

                  THE PROPERTY TO BE LEASED

                  CSAHC and Northern Airlines lease to the Company certain
                  buildings, facilities and other infrastructure related to the
                  civil aviation businesses of Northern Airlines situated at
                  various locations in Shenyang, Dalian, Jilin, Harbin, Chaoyang
                  and Russia.

                  TERM OF LEASE AGREEMENT 1

                  Lease Agreement 1 is for a fixed term of three years,
                  commencing from the date of the lease, and is renewable,
                  subject to compliance with the relevant requirements of the
                  Listing Rules by the Company, by an application in writing by
                  the Company to the lessors three months before the end of the
                  fixed term.

                  CONSIDERATION AND PAYMENT TERMS

                  The consideration for Lease Agreement 1 is RMB41,993,318.44
                  per year, payable in arrear by cheque, in cash or by bank
                  transfer on or before the 10th day of each calendar month, and
                  is determined after arm's length negotiation between the
                  parties. Chesterton, an independent qualified valuer in Hong
                  Kong, has given its opinion that the consideration for Lease
                  Agreement 1 is not higher than the current market prices of
                  comparable properties. The consideration will be funded wholly
                  by the Company's internal resources.

                                       22


                  THE CAP

                  As the consideration has been determined after arm's length
                  negotiation between the parties and with regard to the current
                  market prices, the Cap for the Lease Agreement 1 is set at
                  RMB41,993,318.44 per year.

                  REASONS AND BENEFITS OF THE LEASE AGREEMENT 1

                  Following the Acquisition, the Company will expand its civil
                  aviation business to locations where the buildings, facilities
                  and infrastructure under the Lease Agreement 1 are situated
                  at. The purchase of such buildings, facilities and
                  infrastructure by the Company will involve the more
                  time-consuming and costly process of transferring to the
                  Company the relevant titles, ownership or land use rights
                  relating thereto; whereas the entering into of the Lease
                  Agreement 1 allows the Company to use those buildings,
                  facilities and infrastructure to operate its expanded civil
                  aviation business from the commencement date of the Lease
                  Agreement 1 at rents not higher than the market rates for
                  similar buildings, facilities and infrastructure.

            (2)   Lease Agreement 2

                  DATE

                  12 November, 2004

                  PARTIES

                  (a)   CSAHC, as the lessor.

                  (b)   Xinjiang Airlines, as the lessor.

                  (c)   The Company, as the lessee.

                  THE PROPERTY TO BE LEASED

                  CSAHC and Xinjiang Airlines lease to the Company certain
                  buildings, facilities and other infrastructure related to the
                  civil aviation businesses of Xinjiang Airlines situated in
                  Xinjiang and Russia.

                  TERM OF LEASE AGREEMENT 2

                  Lease Agreement 2 is for a fixed term of three years,
                  commencing from the effective date of the lease, and is
                  renewable, subject to compliance with the relevant
                  requirements of the Listing Rules by the Company, by an
                  application in writing by the Company to the lessor three
                  months before the end of the fixed term.

                  CONSIDERATION AND PAYMENT TERMS

                  The consideration for Lease Agreement 2 is RMB5,797,908.61 per
                  year, payable in arrear by cheque, in cash or by bank transfer
                  on or before the 10th day of each calendar month, and is
                  determined after arm's length negotiation between the parties.
                  Chesterton, an independent qualified valuer in Hong Kong, has
                  given its opinion that the consideration for Lease Agreement 2
                  is not higher than the current market prices of comparable
                  properties. The consideration will be funded wholly by the
                  Company's internal resources.

                  THE CAP

                  As the consideration has been determined after arm's length
                  negotiation between the parties and with regard to the current
                  market prices, the Cap for the Lease Agreement 2 is set at
                  RMB5,797,908.61 per year.

                                       23


                  REASONS AND BENEFITS OF THE LEASE AGREEMENT 2

                  Following the Acquisition, the Company will expand its civil
                  aviation business to locations where the buildings, facilities
                  and infrastructure under the Lease Agreement 2 are situated
                  at. The purchase of such buildings, facilities and
                  infrastructure by the Company will involve the more
                  time-consuming and costly process of transferring to the
                  Company the relevant titles, ownership or land use rights
                  relating thereto; whereas the entering into of the Lease
                  Agreement 2 allows the Company to use those buildings,
                  facilities and infrastructure to operate its expanded civil
                  aviation business from the commencement date of Lease
                  Agreement 2 at rents not higher than the market rates for
                  similar buildings, facilities and infrastructure.

            (3)   Lease Agreement 3

                  DATE

                  12 November, 2004

                  PARTIES

                  (a)   CSAHC, as the lessor.

                  (b)   The Company, as the lessee.

                  THE PROPERTY TO BE LEASED

                  CSAHC leases to the Company certain lands by leasing the land
                  use rights of such lands to the Company. These lands had been
                  administratively allocated to Xinjiang Airlines and Northern
                  Airlines for the purposes of their civil aviation and related
                  businesses. Subsequently, CSAHC was authorised to deal with
                  the land use rights of such lands, including leasing, but not
                  transferring, such land use rights. Total area of the lands
                  leased is 1,182,297 square metres, and the locations of such
                  lands are situated in Urumqi, Shenyang, Dalian and Harbin.

                  TERM OF LEASE AGREEMENT 3

                  Lease Agreement 3 is for a fixed term of three years,
                  commencing from the effective date of the lease, and is
                  renewable, subject to compliance with the relevant
                  requirements of the Listing Rules by the Company, by an
                  application in writing by the Company to the lessor three
                  months before the end of the fixed term.

                  CONSIDERATION AND PAYMENT TERMS

                  The rent for the land use rights of the designated lands under
                  Lease Agreement 3 is RMB22,298,033 per year, payable in arrear
                  by cheque, in cash or by bank transfer on or before the 10th
                  day of each calendar month, and is determined after arm's
                  length negotiation between the parties. Chesterton, an
                  independent qualified valuer in Hong Kong, has given its
                  opinion that the consideration for Lease Agreement 3 is not
                  higher than the current market prices of comparable
                  properties. The consideration will be funded wholly by the
                  Company's internal resources.

                  THE CAP

                  As the consideration has been determined after arm's length
                  negotiation between the parties and with regard to the current
                  market prices, the Cap for the Lease Agreement 3 is set at
                  RMB22,298,033 per year.

                  BENEFITS OF THE LEASE AGREEMENT 3

                  Following the Acquisition, the Company will expand its civil
                  aviation business to locations where the lands under the Lease
                  Agreement 3 are situated at. As CSAHC is prohibited from
                  transferring the land use rights of such lands to the Company,
                  the Company could only lease the land use rights of such lands
                  from CSAHC. The Lease Agreement 3 allows the Company to use
                  those lands to operate its expanded civil aviation business at
                  rents not higher than the market rates for similar lands.

                                       24


      (b)   CATERING AGREEMENT

            DATE

            12 November, 2004

            PARTIES

            (a)   The Company.

            (b)   The Catering Company, which is wholly owned by CSAHC. The
                  principal business activity of the Catering Company is the
                  provision of in-flight meals to airlines.

            CATERING SERVICE

            The Catering Company will supply (1) in-flight meals in accordance
            with the menus of in-flight meals agreed with the Company from time
            to time, and in such quantity as the Company shall advise the
            Catering Company in advance; and (2) catering services for different
            flights of the Company (including normal, additional, chartered and
            temporary flights) originating or stopping at the domestic airports,
            mainly in northern China and the Xinjiang regions where the Catering
            Company provides catering services. The Combined Group will also
            obtain catering services and in-flight meals from other catering
            companies.

            TERM OF THE CATERING AGREEMENT

            The Catering Agreement is for a fixed term of three years from the
            date of the Catering Agreement.

            CONSIDERATION AND PAYMENT TERMS

            The parties have agreed, after arm's length negotiation, on the
            price of each type of in-flight meals and the service charges for
            each type of aircraft. The prices of in-flight meals and the service
            charges are not higher than the market rate of comparable in-flight
            meals and service charges. The Catering Company will issue an
            invoice listing out the quantity of in-flight meals supplied, the
            agreed unit price and the total price payable for each of the
            Company flight it provides service. The invoice shall be verified
            and signed by the captain flight attendant of that flight. At the
            end of each month, the Catering Company shall deliver to the Company
            for its verification all the invoices issued during that month. The
            Company will make payment to the Catering Company within 60 days of
            the receipt of the invoices.

            THE CAP

            There are no historical figures available for the Catering Agreement
            as it will only be entered into on 12 November, 2004. The Cap for
            the Catering Agreement is set at RMB220 million per year. As
            discussed above, the flight network of the Company will broaden
            following the Acquisition. The Cap for the Catering Agreement is
            therefore determined on the basis of the estimated number of
            passengers to be carried and the number of flights per year mainly
            under the enlarged flight network in northern China and the Xinjiang
            regions of the Company during the term of the Catering Agreement,
            the prices of the in-flight meals and the service charges of the
            catering services under the Catering Agreement.

            REASONS AND BENEFITS OF THE CATERING AGREEMENT

            The Company can secure in-flight meals and catering services at
            prices no higher than the market price for its flights originating
            or stopping at domestic airports mainly in northern China and the
            Xinjiang regions where the Catering Company provides catering
            services. The Company is not precluded from procuring in-flight
            meals and catering services from other catering companies where the
            terms and conditions are favourable.

                                       25


      (c)   IMPLICATIONS UNDER THE LISTING RULES

            As each of CSAHC, Xinjiang Airlines, Northern Airlines and the
            Catering Company is a connected person of the Company under the
            Listing Rules, each of the Lease Agreements and Catering Agreement
            constitutes a discloseable and continuing connected transaction for
            the Company under the Listing Rules. The Board, including the
            independent non-executive Directors, considers the On-going
            Connected Transactions to be on normal commercial terms, in the
            ordinary and usual course of business, fair and reasonable and in
            the interests of the Listed Group and its shareholders as a whole.

            Pursuant to the Listing Rules, each percentage ratio (other than the
            profits ratio) for (i) the Lease Agreements, and (ii) the Catering
            Agreement is on an annual basis less than 2.5%. Therefore, each of
            (i) the Lease Agreements and (ii) the Catering Agreement falls under
            Rule 14A.34 and is only subject to the reporting and announcement
            requirements set out in Rules 14A.45 to 14A.47 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.

            Pursuant to the relevant rules and regulations of the PRC, each of
            Lease Agreement 1, Lease Agreement 2, Lease Agreement 3 and Catering
            Agreement is conditional upon approval by the Independent
            Shareholders. In accordance with the relevant rules and regulations
            of Shanghai Stock Exchange, China Galaxy Securities Co., Limited has
            been appointed by the Company as the independent financial adviser
            in China to prepare an independent financial report in relation to
            each of Lease Agreement 1, Lease Agreement 2, Lease Agreement 3 and
            Catering Agreement which is required to be published in the
            newspaper in the PRC.

3.    FINANCIAL SERVICES AGREEMENT

      The first financial services agreement between the Company and the Finance
      Company was entered into on 22 May, 1997 for a term of three years. The
      Stock Exchange had, in a letter dated 24 April, 1998, granted the Company
      waiver from strict compliance with Chapter 14 under the then applicable
      Listing Rules in relation to, among other transactions, the first
      financial services agreement and the transactions contemplated thereunder.
      The first financial services agreement was extended in 2000 for six years
      to 22 May, 2006. The Stock Exchange is looking into the matter of whether
      the Company had complied with the requirements of the Listing Rules during
      the extended term of the first financial services agreement and the
      Company will publish further announcement in this respect. In order to
      comply with the new requirements under the Listing Rules, the Company and
      the Finance Company are now entering into the Financial Services Agreement
      so that the Finance Company could continue to provide deposit of money
      service and, subject to the execution of separate agreements with the
      Company and further compliance with the Listing Rules, other financial
      services to the Company. The Provision of Deposit Service constitutes a
      discloseable and non-exempt continuing connected transaction, and is
      conditional upon approval by the Independent Shareholders.

      DATE

      12 November, 2004

                                       26


      PARTIES

      (a)   The Company.

      (b)   The Finance Company, a subsidiary of CSAHC which is owned as to 42%
            by CSAHC, 32% by the Company and 26% in aggregate by five
            subsidiaries of the Company, namely 8% by Xiamen Airlines Company
            Limited, 8% by Southern Airlines Group Shantou Airlines Company
            Limited, 4% by Guangxi Airlines Company Limited, 4% by Zhuhai
            Airlines Company Limited and 2% by Guangzhou Nanland Air Catering
            Company Limited. The principal business activity of the Finance
            Company is that of providing financial services, which it is
            authorised to carry out under the applicable rules and regulations
            of the PRC.

      FINANCIAL SERVICES

      The Finance Company agrees to provide to the Company the following
      financial services:

      (1)   Accept deposit of money from the Company at interest rates not lower
            than those set by the PBOC for the same term of deposit. The Finance
            Company will in turn deposit the whole of such sums of money with
            certain banks including Bank of Agriculture, Bank of Communications,
            China Construction Bank and Industrial and Commercial Bank of China.

      (2)   Make loans to the Company subject to the entering into of separate
            loan agreements, which will set out the Cap, terms and conditions of
            the loans, upon application by the Company during the term of the
            Financial Services Agreement. The Company will comply with the
            Listing Rules when entering into such separate written agreements.
            The Finance Company shall not charge interest rates higher than
            those set by the PBOC for similar loans. The total amount of
            outstanding loans extended by the Finance Company to the Company
            must not exceed the sum of the Finance Company's shareholders'
            equity, capital reserves and money deposit received from other
            parties (except the Company).

      (3)   Provide credit facilities, financial guarantees, credit references,
            and other financial services subject to the entering into of
            separate agreements, which will set out the Cap, terms and
            conditions of such services, upon request by the Company during the
            term of the Financial Services Agreement. The Company will comply
            with the Listing Rules when entering into such separate written
            agreements.

      TERM OF THE FINANCIAL SERVICES AGREEMENT

      The Financial Services Agreement is for a fixed term of 3 years,
      commencing from the date of the agreement, and is renewable, subject to
      compliance with the requirements of the relevant Listing Rules by the
      Company, by an application in writing by the Company not less than 30 days
      before the end of the fixed term.

      CONSIDERATION AND PAYMENT TERMS

      The Company is not subject to any extra charges for depositing money with
      the Finance Company. For the other financial services provided by the
      Finance Company under the Financial Services Agreement, the Company is
      liable to pay the Finance Company the standard charging rates set by the
      PBOC. The PRC commercial banks also charge similar charging rates set by
      the PBOC.

      The Company will make payment for such interest, fees and commissions in
      accordance with the payment terms of the separate agreements for the
      provision of loans or other financial services as might be entered into
      between the Company and the Finance Company.

                                       27


      THE CAP

      The Cap for the Provision of Deposit Service under the Financial Services
      Agreement is set at RMB1 billion per year, based on the past figures on
      deposit of money with the Finance Company, and on the estimated amount of
      money to be deposited with the Finance Company by the Company each year
      for the term of the Financial Services Agreement. The Company's deposit of
      money with the Finance Company was of the amount of RMB1,316,709,000,
      RMB877,449,000 and RMB346,357,000 as of 31 December, 2001, 31 December,
      2002 and 31 December, 2003 respectively. The Company believes that the
      demand for air transportation will continue to increase following the
      growth trend in the aviation transportation market, thus the Company
      expects that it will substantially increase its deposits with the Finance
      Company for the next three years, as compared to the year ended 31
      December, 2003 when the business of the Company was badly affected by the
      outbreak of severe acute respiratory symptom. Taking into account the
      historical amount of the deposit of money with the Finance Company by the
      Company, the proposed Cap will sufficiently cover the proposed amount of
      deposit of money with the Finance Company by the Company.

      REASONS AND BENEFITS OF THE FINANCIAL SERVICES AGREEMENT

      The Finance Company is a non-bank finance company established under the
      direction of the PBOC with the main business scope of providing various
      financial services, including deposit and loan facilities, credit
      facilities, guarantee, remittance of money and credit references, to CSAHC
      and its subsidiaries. The first financial services agreement between the
      Company and the Finance Company was entered into on 22 May, 1997. As the
      transactions under the first financial services agreement constituted
      connected transactions of the Company, details of which had been disclosed
      in the annual reports of the Company. In order to comply with the new
      requirements under the Listing Rules, the Company and the Finance Company
      are now entering into the Financial Services Agreement so that the Finance
      Company could continue to provide deposit of money service and, subject to
      the execution of separate agreements with the Company and further
      compliance with the Listing Rules, other financial services to the
      Company.

      The Company usually receives interest on its money deposited with the
      Finance Company at rates which are more favourable than the benchmark
      interest rates set by the PBOC, usually in the range between the benchmark
      interest rates set by the PBOC and the inter-bank offer rates of interest.
      This arrangement allows the Company to achieve a more efficient use of its
      current capital, since the Company can enjoy better interest rates on
      depositing its current capital with the Finance Company than the benchmark
      rates of interest set by PBOC that the PRC commercial banks can offer to
      the Company.

      Subject to the entering into of further separate agreements, the Company
      can borrow from the Finance Company at interest rates not higher than
      those set by the PBOC for similar loans. In addition, the Company is not
      precluded under the Financial Services Agreement to borrow money from
      other PRC commercial banks where the terms and conditions are favourable.
      The Company can also enjoy the convenience of other financial services at
      the rates of fees and commissions set by the PBOC, which are comparable to
      the rates charged by PRC commercial banks for similar services.

      IMPLICATIONS UNDER THE LISTING RULES

      As the Finance Company is a connected person of the Company under the
      Listing Rules, the Provision of Deposit Service constitutes a non-exempt
      continuing connected transaction under Rule 14A.35 of the Listing Rules
      and requires the Company to comply with the reporting and announcement
      requirement and the independent shareholders' approval requirement under
      Rule 14A.48 of the Listing Rules. The Board, including the independent
      non-executive Directors, believes that the terms of the Financial Services
      Agreement and the Provision of Deposit Service to be on normal commercial
      terms, in the ordinary and usual course of business, fair and reasonable
      and in the interests of the Listed Group and its shareholders as a whole.

                                       28

     An Independent Board Committee has been formed to advise the Independent
     Shareholders in respect of the Financial Services Agreement and the
     Provision of Deposit Service. ICEA has been appointed as the independent
     financial adviser to advise the Independent Board Committee and the
     Independent Shareholders in respect of the Financial Services Agreement and
     the Provision of Deposit Service.

     CSAHC and its associates are required to abstain from voting in respect of
     the proposed resolution to approve the Financial Services Agreement and the
     Provision of Deposit Service which will be conducted by poll.

     The Company will comply with the Listing Rules when it enters into further
     separate agreements with the Finance Company in connection with the
     provision of loan facilities and other financial services by the Finance
     Company.

4.   FURTHER INFORMATION

     A circular containing, amongst other things, details of the terms of the
     Sale and Purchase Agreement, the On-going Connected Transactions, the
     Financial Services Agreement, letters from the Independent Board Committee
     and from ICEA, further financial and other information of Northern Airlines
     Group and Xinjiang Airlines Group and a notice to shareholders of the
     Company convening an EGM to approve, amongst other things, the Sale and
     Purchase Agreement, the Financial Services Agreement, the Lease Agreements,
     the Catering Agreement, the resignation of a director of the Company and
     the election of a new director of the Company will be dispatched to the
     shareholders of the Company as soon as practicable.

     The register of members of the Company will be closed from 1 December, 2004
     to 30 December, 2004 (both days inclusive).

5.   DEFINITIONS

     In this announcement, the following expressions have the following
     meanings, unless the context requires otherwise:

     "Acquisition"             the acquisition of the Business and Assets by the
                               Company pursuant to the Sale and Purchase
                               Agreement and all transactions contemplated
                               thereunder

     "Airline Operations"      the airlines and airlines-related operations

     "available seat           the number of seats made available for sale
     kilometres"               multiplied by the kilometres flown
       or "ASKs"               

     "available tonne          the tonnes of capacity available for the
     kilometres"               transportation of revenue load (passengers and 
       or "ATKs"               cargo) multiplied by the kilometres flown

     "Board"                   the board of Directors

     "Business and Assets"     certain Airline Operations, assets and properties
                               of Northern Airlines Group and Xinjiang Airlines
                               Group to be acquired by the Company from the
                               Vendors pursuant to the Sale and Purchase
                               Agreement, including aircraft, engines, spare
                               parts, aviation equipment and facilities,
                               properties, office facilities, and other fixed,
                               current and intangible assets

     "CAAC"                    Civil Aviation Administration of China

                                       29


     "Cap"                     the maximum aggregate annual value for each of
                               the continuing connected transactions under the
                               Listing Rules

     "cargo yield"             revenue from cargo operations divided by cargo
                               tonne kilometres

     "Catering Agreement"      the catering agreement dated 12 November, 2004
                               between the Company and the Catering Company

     "Catering Company"        China Southern Airlines Group Air Catering
                               Company Limited, a company incorporated in the
                               PRC with limited liability

     "Chesterton"              Chesterton Petty Limited, a chartered surveyor
                               and independent property valuer incorporated in
                               Hong Kong

     "Combined Group"          the Listed Group together with the Airline
                               Operations of Northern Airlines Group and the
                               Airline Operations of Xinjiang Airlines Group

     "Company"                 China Southern Airlines Company Limited, a joint
                               stock company incorporated in the PRC with
                               limited liability

     "CSAHC"                   China Southern Air Holding Company, a state-owned
                               enterprise established under the laws of the PRC
                               and the controlling shareholder of the Company

     "Debts"                   the debts and liabilities to be assumed by the
                               Company from the Vendors pursuant to the Sale and
                               Purchase Agreement

     "Directors"               directors of the Company

     "Effective Date"          the date when the Independent Shareholders
                               approve the Sale and Purchase Agreement and the
                               Acquisition

     "EGM"                     an extraordinary general meeting of the Company
                               to be held to approve, amongst other things, the
                               Sale and Purchase Agreement, the Financial
                               Services Agreement, the resignation of a director
                               of the Company and the election of a new director
                               of the Company

     "Finance Company"         Southern Airlines Group Finance Company Limited,
                               a company incorporated in the PRC with limited
                               liability

     "Financial Services       the financial services agreement dated 12
     Agreement"                November, 2004 between the Company and the
                               Finance Company

     "ICEA"                    ICEA Capital Limited, a deemed licensed
                               corporation carrying out regulated activity of
                               Type 1 (dealing in securities), Type 4 (advising
                               on securities), Type 6 (advising on corporate
                               finance) and Type 9 (asset management), which has
                               been appointed as the independent financial
                               adviser to the Independent Board Committee in
                               respect of the Sale and Purchase Agreement, the
                               Financial Services Agreement and the transactions
                               contemplated thereunder

                                       30


     "IFRS"                    International Financial Reporting Standards
                               promulgated by the International Accounting
                               Standards Board

     "ILFC"                    International Lease Finance Corporation, an
                               independent third party which is not connected to
                               the Company

     "Independent Board        the independent committee of the Board, the
     Committee"                members of which consist of Simon To, Peter Lok,
                               Wei Ming Hai, Wang Zhi and Sui Guang Jun, who are
                               the independent non-executive Directors of the
                               Company, formed to advise the Independent
                               Shareholders with respect to the Sale and
                               Purchase Agreement, the Financial Services
                               Agreement and the transaction contemplated
                               thereunder

     "Independent              shareholders of the Company other than CSAHC and
     Shareholders"             its associates

     "JPMorgan"                J.P. Morgan Securities (Asia Pacific) Limited,
                               which is licensed by the Securities and Futures
                               Commission for Types 1, 4, 6 and 7 regulated
                               activities under the Securities and Futures
                               Ordinance, being the financial adviser to the
                               Company in respect of the Acquisition

     "KPMG"                    KPMG, Certified Public Accountants registered in
                               Hong Kong

     "KPMG Huazhen"            KPMG Huazhen Certified Public Accountants
                               registered in the PRC

     "Latest Practicable       5 November, 2004, being the latest practicable
     Date"                     date prior to the printing for ascertaining
                               certain information contained herein

     "Lease Agreement 1"       the lease agreement dated 12 November, 2004
                               between the Company, CSAHC and Northern Airlines

     "Lease Agreement 2"       the lease agreement dated 12 November, 2004
                               between the Company, CSAHC and Xinjiang Airlines

     "Lease Agreement 3"       the lease agreement dated 12 November, 2004
                               between the Company and CSAHC

     "Lease Agreements"        Lease Agreement 1, Lease Agreement 2 and Lease
                               Agreement 3

     "Listing Rules"           the Rules Governing the Listing of Securities on
                               the Stock Exchange

     "Listed Group"            the Company and its existing subsidiaries

     "Northern Airlines"       China Northern Airlines Company, a company
                               incorporated in the PRC with limited liability

     "Northern Airlines        Northern Airlines and its subsidiaries
     Group"

                                       31


     "On-going Connected       the Lease Agreements and the Catering Agreement
     Transactions"             which will be entered into between the Company
                               and connected persons of the Company within the
                               meaning of the Listing Rules, which will
                               constitute continuing connected transactions of
                               the Company under the Listing Rules upon
                               completion of the Acquisition, details of which
                               are set out in section 2 of this announcement

     "overall load factor"     RTKs expressed as a percentage of ATKs

     "Parties"                 the Company and the Vendors

     "passenger load           RPKs expressed as a percentage of ASKs
     factor"

     "passenger yield"         revenue from passenger operations divided by RPKs

     "PBOC"                    the People's Bank of China, the central bank of
                               the PRC

     "Provision of Deposit     the provision of deposit of money service by the
     Service"                  Finance Company to the Company pursuant to the
                               Financial Services Agreement

     "PRC" or "China"          the People's Republic of China (other than, for
                               the purpose of this circular only, Hong Kong,
                               Macau and Taiwan)

     "revenue freight          the load of cargo in tonnes multiplied by the
     tonne kilometres"         kilometres flown
       or "RFTKs"              

     "revenue passenger        the number of passengers carried multiplied by
     kilometres"               the kilometres flown
       or "RPKs"               

     "revenue tonne            the load (passengers and cargo) in tonnes
     kilometres"               multiplied by the kilometres flown
       or "RTKs"               

     "Sale and Purchase        the sale and purchase agreement dated 12
     Agreement"                November, 2004 between the Company, CSAHC,
                               Northern Airlines and Xinjiang Airlines pursuant
                               to which the Company agreed to acquire and CSAHC,
                               Northern Airlines and Xinjiang Airlines agreed to
                               sell the Business and Assets

     "SASAC"                   State-owned Assets Supervision and Administration
                               Commission of the State Council

     "Stock Exchange"          The Stock Exchange of Hong Kong Limited

     "Target Group"            Northern Airlines Group and Xinjiang Airlines
                               Group

     "tonne"                   a metric tonne, equivalent to 2,204.6 pounds

     "utilisation rates"       the actual number of flight and taxi hours per
                               aircraft per operating day

     "Vendors"                 CSAHC, Northern Airlines and Xinjiang Airlines

     "Xinjiang Airlines"       Xinjiang Airlines Company, a company incorporated
                               in the PRC with limited liability

                                       32


     "Xinjiang Airlines        Xinjiang Airlines and its subsidiaries
     Group"

     "Zhong Qi Hua             the Valuation Report on the Transfer of Business
     Valuation Reports"        and Assets of Northern Airlines as of 31
                               December, 2003, (Zhongqihuapingbaozi (2004)
                               Report No. 149-1) and Valuation Report on the
                               Transfer of Business and Assets of Xinjiang
                               Airlines as of 31 December, 2003
                               (Zhongqihuapingbaozi (2004) Report No. 149-2),
                               prepared by China Enterprise Appraisal Co., Ltd.,
                               independent qualified valuers jointly appointed
                               by CSAHC and the Company, and approved by the
                               SASAC on 14 October, 2004

                                                 By order of the Board
                                        CHINA SOUTHERN AIRLINES COMPANY LIMITED
                                                     YAN ZHI QING
                                                       Director

Guangzhou, the People's Republic of China
12 November, 2004

As at the date of this announcement, the Directors of the Company are Yan Zhi
Qing, Liu Ming Qi, Wang Chang Shun, Peng An Fa, Wang Quan Hua, Zhao Liu An, Zhou
Yong Qian, Zhou Yong Jin, Xu Jie Bo and Wu Rong Nan as executive Directors and
Simon To, Peter Lok, Wei Ming Hai, Wang Zhi and Sui Guang Jun as independent
non-executive Directors.

                                       33


                                   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: November 24, 2004