Exhibit 4.31


 


Equity Transfer Agreement


 


between 


 


Hebei Airlines Investment Group Co., Ltd.


 


and 


 


Xiamen Airlines Co., Ltd. 


 


July 2014, Shijiazhuang, China


 




    	 



    	 



    

 


	Equity Transfer Agreement


 


Equity Transfer Agreement


 


This Equity Transfer Agreement (the “Agreement”)
is made in Shijiazhuang, Hebei Province, the People's Republic of China (the “PRC” or “China”), by and
between


 


Equity Transferor (“Party A”):
Hebei Airlines Investment Group Company Limited


Domicile: World Trade Plaza Hotel, 303 Zhongshan
East Road, Shijiazhuang


Legal Representative: Jiao Guangyin


 


and


 


Equity Transferee (“Party B”):
Xiamen Airlines Company Limited


Domicile: 22 Dailiao Road, Xiamen


Legal Representative: Che Shanglun


 


Whereas:


 


1. Hebei Airlines Company
Limited (hereinafter referred to as the “Target Company”) is a limited liability company duly incorporated and validly
subsisting under the PRC laws. As of the signing date hereof, the registered capital and the paid-in capital of the Target Company
are RMB 1.8 billion.


 


2. As of the signing date
hereof, Party A is the lawful shareholder of the Target Company, has actually made contribution of RMB 1.71720 billion, now holds
95.4% of equity in the Target Company, and is exclusively entitled to the capital reserve of RMB 820 million. Party A is willing
to transfer the 95.4% equity it holds and all equity interests it owns in the Target Company to Party B, and Party B is willing
to accept the same, according to the terms and conditions hereof.


 


Pursuant to the Contract
Law of the People’s Republic of China, the Enterprise State-owned Assets Law, the Interim Measures for the
Management of the Transfer of the State-owned Property Right of Enterprises, and other relevant laws, regulations and rules,
and in the spirit of equity, mutual benefit and good faith, Party A and Party B arrive at the following agreement in connection
with transfer of equity in the Target Company, terms and conditions of which the two Parties shall jointly comply with.


 




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	Equity Transfer Agreement


 


Article 1 Definitions and
Interpretation


 


Unless otherwise agreed
herein, the following terms shall have the following meanings:


 


1.1 “Subject Equity”
refers to the 95.4% of equity in the Target Company held by Party A (actual contribution of RMB 1.71720 billion) and all underlying
equity interests (including all of Party A’s interests in the capital reserve of RMB 820 million as represented in the balance
sheet of the Target Company);


 


1.2 “Pricing Base
Date/ Audit Base Date/ Evaluation Base Date” refers to the base date when the two Parties jointly appoint a qualified intermediary
for audit, evaluation and issuance of report, i.e. 30 April 2014;


 


1.3 “Equity Delivery
Date/ Equity Transfer Completion Date” refers to the date when the Parties complete the change registration formalities for
transfer of the Subject Equity with the industrial and commercial administrative department;


 


1.4 “Approving Authority”
refers to the People’s Government of Hebei Province, the Civil Aviation Administration of China (CAAC) and any of its local
administrative bureaus, the State-owned Assets Supervision and Administration Commission of Hebei Province, Hebei Administration
for Industry and Commerce, China Southern Airlines Group Corporation, China Southern Airlines Company Limited or any other appropriate
authority or its authorized body having the power of approval under applicable laws and regulations;


 


1.5 “Equity Transfer
Transition Period” refers to the period from the Pricing Base Date to the Equity Delivery Date;


 


1.6 “Auditor’s
Report” refers to the Auditor’s Report (TJXS [2014] No.495) issued by Xiamen Branch of Pan-China Certified
Public Accountants after auditing the assets and liabilities of the Target Company as of 30 April 2014;


 


1.7 “Evaluation
Report” refers to the Evaluation Report concerning Proposed Acquisition by Xiamen Airlines Company Limited of Equity
held by Hebei Airlines Investment Group Company Limited in Hebei Airlines Co., Ltd. (ZQHPBZ (2014) No.1172) issued by China
Enterprise Appraisals Company, Inc. after evaluating the assets and liabilities of the Target Company on 30 April 2014;


 




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	Equity Transfer Agreement


 


1.8 “Agreement”
refers to this Agreement and all annexes hereto confirmed by the two Parties.


 


Article 2 Basic Information
of Target Company


 


2.1 Name of Company: Hebei
Airlines Co., Ltd.


 


2.2 Domicile: World Trade
Plaza Hotel, 303 Zhongshan East Road, Shijiazhuang


 


2.3 Legal Representative:
Mou Jianyong


 


2.4 Registered Capital:
RMB 1.8 billion


 


2.5 Paid-in capital: RMB
1.8 billion


 


2.6 Type of Company: Limited
liability company


 


2.7 Business scope: domestic
air passenger and cargo transportation business (the operating period expires on 21 October 2016); operation and management of
dedicated roads for airports; advertising design, production, agency and publishing; lease of aviation supplies, tools and equipment;
sale of aviation supplies (except items that are prohibited or restricted by laws, regulations and State Council's decrees); and
import and export of goods and technology (except items prohibited internationally or subject to approval).


 


2.8 Information about shareholders:
1 Party A holds 95.4% of shares in the Target Company; 2 Sichuan Airlines Group Co., Ltd. holds 3.83% of shares in
the Target Company; 3 Shenyang Zhongrui Investment Co., Ltd. holds 0.77% of shares in the Target Company.


 


Article 3 Equity Transfer,
Transfer Price and Payment Terms


 


3.1 Party A agrees to transfer
the Subject Equity it holds in the Target Company to Party B, and Party B agrees to accept the Subject Equity, according to the
terms and conditions hereof.


 


3.2 According to the Evaluation
Report concerning Proposed Acquisition by Xiamen Airlines Company Limited of Equity held by Hebei Airlines Investment Group Company
Limited in Hebei Airlines Co., Ltd. (ZQHPBZ (2014) No.1172) issued by China Enterprise Appraisals Company, Inc., the value
of all equity interests of Hebei Airlines is RMB 830 million. Based on this evaluation result, the two Parties agree that the transfer
price of the Subject Equity is RMB 680 million, subject to approval by the People’s Government of Hebei Province. Party B
agrees to pay off the transfer price in full within 5 workdays after this Agreement becomes effective.


 




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	Equity Transfer Agreement


 


Article 4 Delivery of Subject
Equity


 


4.1 Party A and Party B
shall cooperate with the Target Company in applying to the CAAC or its local administrative bureau for restructuring approval in
connection with this equity transfer, and shall cause the Target Company to apply for relevant change registration (e.g. Business
License change registration) within 7 workdays after effective date hereof.


 


4.2 Party A and Party B
shall cause the Target Company to submit all documents required for equity change registration to the industrial and commercial
administrative department, and go through the equity change registration formalities within 7 workdays after obtaining the Permit
for Business License Change of Public Air Transport Enterprises.


 


4.3 Party A and Party B
shall cooperate with each other to sign the legal instruments required for equity transfer approval and change registration.


 


Article 5 Assets and Liabilities
of Target Company


 


5.1 Party A confirms that
the financial and accounting books of the Target Company are prepared according to the applicable PRC accounting standards, codes
and conventions, and are complete, true and valid.


 


5.2 Party A conforms that
the financial and accounting books of the Target Company have given true views on the assets, liabilities, and the financial and
operating position of the Target Company as of the Pricing Base Date.


 


5.3 Party A confirms that
the assets as set out and disclosed in the Auditor’s Report and the Evaluation Report are owned by the Target
Company legally, and are true, complete and valid. Party A further acknowledges that:


 


5.3.1 The major assets in
possession of the Target Company (excluding the pending assets) are in good and safe conditions in all significant aspects (except
reasonable wear and tear), and are maintained properly on a regular basis.


 




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	Equity Transfer Agreement


 


5.3.2 The value of the important
assets required for the Target Company to engage in normal operating activities has been fully reflected on the account books of
the Target Company, and the Target Company is in a position to lawfully own, manage or control such important assets.


 


5.4 The Target Company shall
continue exercising and fulfilling its creditors’ rights and obligations as recorded and disclosed in the Auditor’s
Report and the Evaluation Report. Party A shall be liable for any and all losses caused to the Target Company and Party
B by the creditors’ rights, obligations and contingent liabilities that the Target Company has incurred prior to the Pricing
Base Date but has not recorded and disclosed in the Auditor’s Report and the Evaluation Report. Party A shall
notify or obtain consent from the creditors, and the Target Company shall offer cooperation. In case of any losses caused to the
Target Company and Party B thereby, Party A shall be liable for indemnity in proportion to the shares held prior to this transfer.


 


5.5 The Target Company shall
continue fulfilling the contracts that have been signed by the Target Company and confirmed by the two Parties in writing. In case
of any losses caused to the Target Company and Party B by fulfillment of contracts not confirmed by the two Parties in writing,
Party A shall be liable for indemnity in proportion to the shares held prior to transfer. Party A further acknowledges that:


 


5.5.1 The Target Company
has complied with all contracts, agreements, commitments and all contractual obligations. If the Target Company is held liable
after the Pricing Base Date for breach of any contracts, agreements, commitments or any contractual obligations prior to the Pricing
Base Date, Party A shall be liable for such breach in proportion to shares held prior to this transfer.


 


5.5.2 No agreements concluded
by the Target Company are deemed as invalid, or are terminated, cancelled or abolished or become invalid without reasonable grounds.
If any agreements concluded by the Target Company are deemed as invalid, or are terminated, cancelled or abolished or become invalid
due to the behaviors of the Target Company prior to the Pricing Base Date, thus causing losses to the Target Company after the
Pricing Base Date, then Party A shall be liable for such losses in proportion to the shares held prior to this transfer.


 




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	Equity Transfer Agreement


 


5.6 In case of any contracts
that have been signed in the name of Party A but actually performed by the Target Company, upon mutual consent of Party A and Party
B, the Target Company shall continue fulfilling such contracts after Party A has obtained approval from the counterparty thereto
and the two Parties have signed with that counterparty all necessary legal instruments for transfer of rights and obligations under
such contracts.


 


5.7 Except as disclosed
by Party A to Party B in writing before execution of this Agreement, Party A and its affiliates have not signed with the Target
Company any written related party transaction contracts that are being fulfilled.


 


Article 6 Admission and
Arrangement of Staff of Target Company


 


6.1 The Parties hereto acknowledge
that staff of the Target Company involved in this equity transfer will be arranged by the Target Company in the “asset-oriented”
principle.


 


6.1.1 For staff employed
by, and having signed labor contracts with, the Target Company according to labor laws and regulations, their employment with the
Target Company will continue as agreed in the labor contracts.


 


6.1.2 Dispatched staff shall
be subject to the labor dispatching agreement signed by the Target Company with the labor dispatching agency.


 


6.1.3 Staff who is reemployed
after retirement shall be subject to the Labor Agreement for Reemployment of Retired Staff as included in the List of
Pending Contract and confirmed by the two Parties in writing.


 


6.2 Party A acknowledges
that the existing staff of the Target Company does not have any issues concerning transformation of identity, and that the Target
Company has convened the employee representative congress to adopt this restructuring.


 


6.3 If, in the future, the
Target Company has to pay economic compensations for termination of labor contracts with staff enrolled prior to the signing date
hereof and retained after completion of this equity transfer, the Target Company shall make payment according to the labor laws
and regulations.


 




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	Equity Transfer Agreement


 


6.4 Party A shall make arrangement
for persons borrowed from or assigned by Party A, its affiliates or other companies prior to execution of this Agreement to work
for the Target Company whether on full-time or part-time basis who have not signed any labor contract or employment agreement with
the Target Company. However, any such person shall have the option to sign a labor contract/ employment contract with the Target
Company if consent is given by Party B and the Target Company, provided that Party A shall be responsible for the costs and expenses
incurred by any such person's termination of contract relationship/ employment relationship with his/her former employer.


 


6.5 Except as agreed in
the foregoing paragraphs, the two Parties shall consult with each other on the arrangement of the 23 senior executives (including
assistant chief engineers and above) of the Target Company.


 


6.6 Party A undertakes that
the Target Company has paid social insurance and housing provident fund for the insured staff in full, on time and according to
national and local regulations and standards. However, as Party A is the registered payer of said social insurance and housing
provident fund at the time of execution of this Agreement, Party A agrees to assist the Target Company to change the registered
payer into the Target Company not later than one month after the Equity Delivery Date. Wherever needed, Party A shall assist staff
of the Target Company in demonstrating their entitlement to social insurance and housing provident fund.


 


6.7 Party A acknowledges
that as of the signing date hereof, the Target Company has not gotten involved in any pending labor dispute lawsuits or arbitrations.
Party A agrees that any labor disputes between the Target Company and its staff that have entered into the labor arbitration/ lawsuit
proceedings prior to the Equity Delivery Date shall be settled by the Target Company; in case of any losses caused to the Target
Company, Party A shall be liable for indemnity in proportion to shares held prior to this equity transfer.


 


Article 7 Tax Payment of
Target Company


 


7.1 Party A undertakes that
as of the Pricing Base Date, the Target Company has paid all applicable taxes and expenses in full, on time and according to tax
laws and regulations. Party A further acknowledges that as of the signing date hereof, the Target Company has not received any
written notices from any tax authorities related to penalty or overdue fine for certain tax or expense.


 




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	Equity Transfer Agreement


 


7.2 Party A undertakes to
indemnify and hold harmless the Target Company from and against all losses and damages (including but not limited to back taxes,
overdue fines and penalties) suffered or incurred by the Target Company after the Pricing Base Date resulting from its failure
to pay or withhold in full and on time any taxes payable or due prior to the Pricing Base Date, or resulting from the revocation
of tax preferences granted to the Target Company prior to the Pricing Base Date.


 


Article 8 Intellectual Property
Rights of Target Company


 


8.1 The Target Company lawfully
owns the Registered Trademarks No. 10148664 and 10148665 without any limitations, and has obtained the Registration Certificates
for such Trademarks.


 


8.2 Party A undertakes that
except Party A and its subsidiaries, the Target Company has not arrived at any agreements, arrangements or undertakings that allow
or permit a third party to use or utilize the Registered Trademarks owned by the Target Company, or such agreements, arrangements
or undertakings that limit or hinder the Target Company to use or utilize the Registered Trademarks.


 


8.3 Application by the Target
Company to the State Administration for Industry and Commerce (SAIC) for registering of “Individual Graphic” Trademark
No. 10150472 has been rejected because this Trademark is similar to the Graphic Trademark No. 5765436 and other several trademarks
that have been registered by others. The Target Company has appointed a trademark agency to apply to the SAIC for reconsideration.
After completion of this equity transfer, Party A shall assist the Target Company to finish such trademark registration application.
The expenses incurred after the Equity Delivery Date shall be borne by the Target Company.


 


8.4 Party B agrees that
Party A and its subsidiaries may use the Registered Trademarks No. 10148664, 10148665 and 10150472 free of charge before 31 December
2015. The two Parties shall cause a trademark license agreement, specifying, inter alia, the period and scope of licensed use of
the trademarks, to be executed between the Target Company and Party A (including its subsidiaries) and submitted to the Trademark
Office for filing. The aforesaid Registered Trademarks shall be used by Party A and its subsidiaries in strict accordance with
the Trademark Law, and shall not be used in any businesses which are the same as or otherwise substantially similar to those
offered by the Target Company.


 




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	Equity Transfer Agreement


 


8.5 Without consent of the
Target Company, Party A and its subsidies shall not use the aforesaid Registered Trademarks after 31 December 2015, and shall,
at its own expense, remove the aforesaid Registered Trademarks logos from, including but not limited to, the business premises,
relevant assets, websites, and promotional materials.


 


8.6 As of the signing date
hereof, the operating activities of the Target Company have not infringed any industrial or intellectual property rights of any
third parties.


 


Article 9 Arrangement for
Equity Transfer Transition Period


 


9.1 According to the Equity
Transfer Transition Period Cooperation Agreement signed by Party A and Party B on 23 April 2014, the two Parties are obligated
to manage the Target Company and its assets in good faith during the Equity Transfer Transition Period. The two Parties shall take
all reasonable measures to guarantee and promote normal operation of the Target Company, ensure the safety and intactness of assets
of the Target Company, maintain good relationship with government agencies, clients and employees, maintain the stability of air
crews, and refrain from reducing assets or increasing liabilities of the Target Company maliciously, engaging in any abnormal transactions
or incurring any abnormal debts. In case of any significant adverse influence, either Party shall inform the other Party promptly
and take proper actions.


 


9.2 During the Equity
Transfer Transition Period, the following matters related to the Target Company shall be jointly decided by the Parties through
consultation: acquisition, sale or replacement of important assets, or foreign investment, cooperation, merger or provision of
guarantee with the assets of the Target Company, or significant investment, foreign financing, related party transactions and significant
foreign financing loans, significant financial expenditures, significant contract conclusion, and asset impairment provision write-off
and calculation.


 


9.3 Party A guarantees that
all seals, licenses, financial materials, operation and management materials, property files, contract documents and other important
operating materials of the Target Company will be kept in the Target Company, and undertakes to assist Party B to take over all
materials of the Target Company in a step-by-step manner during the Equity Transfer Transition Period.


 




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	Equity Transfer Agreement


 


9.4 It is agreed that Party
B shall bear the gains and losses of the Target Company during the period from the Pricing Base Date to the Equity Delivery Date,
and that the Target Company is entitled to the government subsidies attributable to the Target Company after the Pricing Base Date.


 


Article 10 Representations
and Warranties of Party A


 


10.1 Party A is a limited
liability company that is duly incorporated and validly subsisting, and has the legal, valid and complete right to dispose of the
Subject Equity hereunder.


 


10.2 Party A warrants that
the transferred Subject Equity is Party A’s real contributions to the Target Company, and is lawfully owned by Party A. The
Subject Equity is not frozen or auctioned by the people’s court, and is free from any mortgage, pledge, guarantee or other
defects that may affect the interests of the Transferee. Furthermore, prior to delivery of the Subject Equity, Party A shall not
transfer, present, mortgage, pledge or otherwise dispose of the Subject Equity in such way that may affect the interests of the
Transferee.


 


10.3 Party A’s fulfillment
of this Agreement will not constitute breach of any contracts, unilateral commitments or guarantees it has made with third parties.


 


10.4 Party A warrants that
all information related to the Target Company and the Subject Equity has been fully disclosed to Party B, and that all certificates,
documents and materials related to the Target Company and the Subject Equity provided by Party A to Party B, as well as all representations
and warranties made by Party A hereunder are true, accurate and complete, and free from any omissions that may mislead Party B.


 


10.5 Party A undertakes
that there are no pending, outstanding or otherwise threatened lawsuits, arbitration or administrative punishment proceedings related
to the Target Company or the Subject Equity.


 


10.6 Party A agrees to assist
Party B and/or the Target Company to apply to Hebei Provincial Government for maintaining or increasing all government subsidies
and preferential policies granted to the Target Company.


 




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	Equity Transfer Agreement


 


Article 11 Representations
and Warranties of Party B


 


11.1 Party B is a limited
liability company that is duly incorporated and validly subsisting, and has such rights, powers and capacity under all laws and
regulations to conclude and execute this Agreement. Party B warrants not invalidating this Agreement for its own reasons.


 


11.2 All representations
and warranties made and all materials provided by Party B hereunder are true, complete and accurate, and free from any omissions
that may mislead Party A.


 


11.3 Party B warrants to
maintain the name of the Target Company and its independent legal personality unchanged after completion of the Subject Equity
delivery.


 


11.4 Party B warrants to
accept the Subject Equity and fulfill all obligations hereunder strictly according to this Agreement.


 


Article 12 Taxes and Expenses


 


12.1 All costs and expenses
(including handling charges and taxes, etc.) incurred by this equity transfer shall be borne by Party A and Party B respectively
as required by law.


 


12.2 The industrial and
commercial registration expenses related to the Subject Equity transfer shall be borne by the Target Company.


 


12.3 If the industrial and
commercial change registration formalities cannot be finished through no fault of any Party hereto, any evaluation expenses so
incurred shall be shared between the two Parties equally.


 


Article 13 Amendment and
Termination of this Agreement


 


13.1 Prior to the equity
transfer change registration, the two Parties may, by mutual agreement, amend or terminate this Agreement on the occurrence of
any of the following events:


 


13.1.1 This Agreement cannot
be fulfilled due to force majeure, government acts or external factors not attributable to and not controllable by either Party.


 


13.1.2 Either Party loses
the contractual capacity.


 




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	Equity Transfer Agreement


 


13.1.3 The breach by a Party
of this Agreement has materially affected the economic benefits of the non-breaching Party, and makes it unnecessary to continue
the performance of this Agreement.


 


13.2 The two Parties may
also, by mutual agreement, amend or terminate this Agreement if circumstances change.


 


13.3 During the performance
of this Agreement, where this equity transfer is revoked, announced invalid or ordered to be stopped by the competent authorities
lawfully for reasons not attributable to Party A and Party B, then this Agreement shall be terminated, and the two Parties shall
be exempted from the liability for breach of contract.


 


Article 14 Confidentiality
Obligation


 


14.1 For the purpose of
this Agreement, the following information shall be regarded as Confidential Information:


 


(1) All materials and information
related to the Subject Equity transfer, whether in writing or in other forms, including but not limited to information of each
Party and the equity transfer conditions, etc.


 


(2) Any business, technical
and commercial materials and information of either Party that are disclosed to the other Party or generated during the Subject
Equity transfer process, whether in writing or in other forms.


 


14.2 The Confidential Information
hereunder shall not include information which is:


 


(1) already in the public
domain, except information that is disclosed by or on behalf of either Party in violation of this Agreement;


 


(2) collected or obtained
by a Party from independent sources other than the other Party, whether directly or indirectly, and other than a third party subject
to confidentiality obligation.


 


14.3 The two Parties hereto
shall limit access to the Confidential Information to those shareholders, directors, employees, legal consultants and financial
consultants (“Representatives”) who have a need to know for the purpose of Subject Equity transfer. Without written
consent of the other Party, neither Party shall make available or disclose to any third parties or otherwise use any such Confidential
Information. The two Parties shall also cause their own Representatives to refrain from making available or disclosing to any third
parties or otherwise using the same. This shall not apply to disclosure required to be made under applicable laws and regulations.


 




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	Equity Transfer Agreement


 


Article 15 Liability for
Breach of Contract


 


15.1 Any of the following
circumstances shall constitute a breach by the Party of this Agreement:


 


(1) A Party violates any
provisions hereof;


 


(2) A Party violates any
of its representations, warranties or commitments made herein, or any representations, warranties or commitments made by the Party
herein are identified materially false, grossly wrong or misleading;


 


15.2 Party A and Party B
shall always ensure timely and proper performance of this Agreement. If a Party breaches this Agreement and causes losses to the
other Party, then the non-breaching Party shall have the right to claim compensation from the breaching Party for all losses incurred
thereby (including but not limited to travel expenses, arbitration fees/ legal costs, attorney fees and notarization fees incurred
by the non-breaching Party during such compensation claim) in accordance with this Agreement and/or laws, without prejudice to
other rights and remedies available to the non-breaching Party under applicable laws.


 


Article 16 Governing Law
and Dispute Resolution


 


16.1 The execution, validity,
interpretation, performance and fulfillment of this Agreement, as well as the resolution of disputes in connection herewith shall
be governed by the PRC laws.


 


16.2 Any disputes arising
from or in connection with this Agreement shall be submitted to the China International Economic and Trade Arbitration Commission
(CIETAC) for arbitration in accordance with the Arbitration Rules of CIETAC in force and effect at the time of application for
arbitration. The arbitral award shall be final and binding upon the two Parties.


 


Article 17 Establishment
and Effectiveness of this Agreement


 


This Agreement shall be
established upon signature and seal by the authorized representatives of the two Parties, and shall become effective upon approval
by appropriate Approving Authorities and a written notice thereof duly delivered to both Parties.


 




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	Equity Transfer Agreement


 


Article 18 Other Matters


 


18.1 The descriptive headings
used in this Agreement are included for convenience of reference only, and shall not affect in any way the meaning or interpretation
of this Agreement.


 


18.2 Where this Agreement
is inconsistent with the Equity Transfer Transition Period Cooperation Agreement by and between Party A and Party B dated
23 April 2014, this Agreement shall prevail.


 


18.3 If any provisions hereof
become invalid for whatever reasons, such invalidity shall not affect the validity of remaining provisions hereof, and the Parties
shall continue fulfilling the remaining provisions hereof.


 


18.4 For any matter not
covered herein, the two Parties shall enter into good-faith consultation and sign a supplementary agreement thereof, which shall
become an integral part of this Agreement and shall have the same legal effect as this Agreement.


 


18.5 This Agreement shall
be executed in ten identical counterparts, of which each Party holds two counterparts, with the rest six counterparts used for
the purposes of applying for approval, change of registration and filing of the Target Company. All of such counterparts shall
constitute one and the same instrument and shall have equal legal effect.


 


Annex: List of Pending Contract of Hebei Airlines
Co., Ltd. as of 30 April 2014


 


(The remainder of this page
is intentionally left blank.)


 




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	Equity Transfer Agreement


 


(This is the signature page for the transfer
of equity in Hebei Airlines Co., Ltd. between Hebei Airlines Investment Group Company Limited and Xiamen Airlines Company Limited)


 


Equity Transferor (Party A): Hebei Airlines
Investment Group Company Limited


 


Representative:


 


Date of Signing: DD MM YYYY


  


Equity Transferee (Party B): Xiamen Airlines
Company Limited


 


Representative:


 


Date of Signing: DD MM YYYY


 








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