1.
the 2007 annual report, including the full version and the summary, and the results announcement (including A Shares and H Shares) of the Company were reviewed and approved;
2.
the 2007 report of the Supervisory Committee was reviewed and approved and was approved to be submitted to the general meeting for approval;
3.
Ms. Zhang Wei was elected as Chairman of the Fifth Session of Supervisory Committee;
(2)
The Supervisory committee held a meeting on 18 August 2008, details of which are as follows:
The 2008 interim report, including the summary and full version, and the results announcement (including A Shares and H Shares) of the Company were reviewed and approved;
(3)
The Supervisory Committee held a meeting on 10 December 2008, and passed the following resolutions, details of which are as follows:
1.
the non-public issue of A Shares to CSAHC and the non-public issue of H Shares to Nan Lung Holding Limited was considered and approved;
2.
the subscription agreement entered into between the Company and CSAHC relating to the subscription of non-public issue of A Shares of China Southern Airlines Company Limited and the subscription agreement entered into between the Company and Nan Lung Holding Limited relating to the subscription of non-public issue of H Shares of China Southern Airlines Company Limited were considered and approved.
ANNUAL REPORT 2008 33
Report of the Supervisory Committee
II. THE SUPERVISORY COMMITTEE’S INDEPENDENT OPINION:
(1)
The Company’s policy making process and its operation were in compliance with the laws and the Company established a relatively comprehensive internal control system. The Directors, President and other senior management staff of the Company were devoted to implement all resolutions passed at the Board meeting. The Supervisory Committee was not aware of any actions of the Directors or senior management of the Company who, in carrying out their duties, violated any applicable laws, regulations, the Articles of Association of the Company or were prejudicial to the interests of the Company.
(2)
The Supervisory Committee was of the opinion that strict supervision and continued improvement over financial management and internal control ensured a smooth production and operation process. The Company’s financial statements for 2008 gave a true and fair view of its financial position and operating results. The unqualified opinion expressed in the auditors’ reports issued by KPMG and KPMG Huazhen gave an objective and fair view.
(3)
The Supervisory Committee was of the opinion that the use of proceeds from the offering was
in
accordance with the disclosure in the prospectus and such use of proceeds had not been changed.
(4)
The Supervisory Committee was not aware of any insider dealings or acts which impaired the
Shareholders’
interests or caused loss of assets of the Company in the course of acquisition or disposal of assets.
(5)
The Supervisory Committee was of the opinion that the connected transactions between the Company and its connected persons were conducted at fair market value without prejudice to the interests of the Company and its minority shareholders.
By Order of the Supervisory Committee
Sun Xiao Yi
34 ANNUAL REPORT 2008
Chairman of the Supervisory Committee
Guangzhou, the PRC 14 April 2009
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本文鏈接地址：CHINA SOUTHERN AIRLINES COMPANY LIMITED ANNUAL REPORT 2008(20)
