<PAGE>

Exhibit 4.2

             This is only an English translation of the agreement in Chinese
             This English translation shall not have any binding effect.
             No responsibility can be accepted for reliance upon it.

                        CHINA SOUTHERN AIRLINES CO., LTD.
             INDEPENDENT NON-EXECUTIVE DIRECTOR'S SERVICE AGREEMENT

This Agreement is entered into between and by the following two parties as of
__________:

Party A:                   China Southern Airlines Co., Ltd., a limited
                           liability company established under the laws of the
                           People's Republic of China with its registered
                           address at Baiyun Airfield of Guangzhou, Guangdong
                           Province;

Party B: [Name] [Address].


The two parties agree as follows:

1.       Definition:

1.01     During the term of this Agreement, unless otherwise provided, "Board of
         Directors" refers to Party A's Board of Directors; "Month" refers to
         the calendar month.

1.02     Unless otherwise provided, articles referred in this Agreement all
         refer to the articles in this Agreement.

2.       Appointment

         Party A shall appoint Party B in terms and conditions set forth in this
         Agreement and Party B shall assume the position of an Independent
         Non-Executive Director of the Board of Directors of Party A in terms
         and conditions set forth in this Agreement.

3.       Term of Office

         Unless otherwise provided, Party A shall appoint Party B as Independent
         Non-Executive Director as of for a term of three (3) years. When the
         term of office expires, Party B may take consecutive terms subject to
         the approval of the Board of Directors of Party A and this Agreement
         remains effective until either party gives no less than one month prior
         written notice to the other party.

4.       Party B's Duty and Responsibility

         During the term of office, Party B shall

         (a)      perform as Party A's director the duties assigned from time to
                  time by the Board of Directors and exercise the power
                  conferred upon him from time to time by the Board of
                  Directors;

         (b)      comply with and conform to any lawful instructions or
                  directions that the Board of Directors issue from time to time
                  and serve the Company in good faith and prudent manner and
                  shall do his best to promote the business of the Company; and

         (c)      diligently and whole heartedly devote himself to Party A's
                  business and interest and personally attend to Party A's
                  business and interest at any time during the normal hours of
                  business and other hours reasonably required by Party A with
                  the exception when he is disabled due to illness or accident.

5.       Payment

                                       1
<PAGE>

5.01     Party A shall pay Party B all reasonable expenses incurred in the
         performance of this Agreement, or for the attendance to the meeting of
         the Board of Directors of Party A, or for other matters during the term
         of office. Party B agrees to the annual payment of RMB50,000 (after
         income tax) by Party A to Party B as Party B's remuneration as the
         Independent Non-Executive Director of Party A.

6.       Termination

6.01     In case Party B fails to perform his duty for six (6) months or more,
         Party A, with the resolution of the Board of Directors of Party A, may
         terminate Party B's term of office provided that a one month prior
         written notice is given.

6.02     If Party B is in serious violation of the provisions of this Agreement
         during the term of office, or seriously damages Party A's interests, or
         becomes bankrupt or fails to pay off his personal debts, or is indicted
         for any criminal acts, Party A, with the resolution of the Board of
         Directors of Party A, may remove him from office at once. If Party B is
         removed from his office, he is not entitled to any claim for the
         removal of his office.

6.03     When the appointment is terminated for whatever reasons, Party B shall
         resign from the Board of Directors of Party A at once.

7.       Miscellaneous

7.01     Party B shall assume no personal liabilities when he performs any act
         in the capacity of a director provided that such act does not violate
         the criminal law or constitute a crime. If Party B, in the capacity of
         a director, performs in good faith an act, resulting in any claim or
         losses, Party A shall indemnify for Party B or make compensation to
         Party B.

7.02     Any notice, requirement or other communications made or issued in
         accordance with the provisions of this Agreement, should be issued or
         made in writing.

7.03     If any clauses of this Agreement become illegal, invalid or
         unenforceable at any time or in any respect, the legality, validity and
         forcibility of other clauses of this Agreement shall not be affected or
         damaged in any way.

7.04     Party B shall comply with the various rules and regulations that Party
         A formulates in accordance with the Laws of China. Party A has power to
         amend and supplement the aforesaid rules and regulations and reward and
         punish Party B according to them.

7.05     The execution, validity, interpretation and performance of this
         Agreement shall be governed by the Laws of the People's Republic of
         China.

7.06     The Agreement is written in Chinese.

7.07     Party B realizes that in the performance of his duties as director, he
         may learn Party A's commercial secrets, including but not limited to
         documents, reference materials, data, information, plans, etc. Party B
         acknowledges that these confidential materials belong to Party A
         exclusively and Party B has obligation to keep them confidential.

7.08     Any dispute arising out of the performance of or in connection with
         this Agreement shall be settled through friendly negotiation. If no
         settlement can be reached through negotiation, either party may file a
         suit with the competent people's court.

7.09     Any matter not covered by this Agreement shall be settled under the
         relevant laws and regulations of China or the rules and regulations of
         the local government.

7.10     This Agreement is made in two counterparts. Party A and Party B shall
         each hold one.


PARTY A:                   CHINA SOUTHERN AIRLINES CO., LTD.

REPRESENTATIVE: ___________________________

                                       2
<PAGE>

PARTY B:

Date: _____________________

                                       3