Exhibit 4.29


 


 


 





Agreement


 


 


 


 


 


Party A: China Southern Airlines Company
Limited (中国南方航空股份有限公司)


 


Domicile: Economic and Technological Development
Zone, Guangzhou, Guangdong


 


Legal Representative: Si Xianmin


 


 


 


Party B: Xiamen Jianfa Group Co., Ltd.
(厦门建发集团有限公司)


 


Domicile: Floor 43rd, Jianfa
International Building, No. 1699, Huandao East Road, Siming District, Xiamen


 


Legal Representative: Wu Xiaomin


 


 


 


Party C: Fujian Investment & Development
Group Co., Ltd. (福建省投资开发集团有限责任公司)


 


Domicile: Floor 14th, Tianao
Building, No. 169, Hudong Road, Fuzhou


 


Legal Representative: Peng Jinguang


 


 


 


 


 


Whereas:


 


1. Party A, Party B and Jizhong Energy
Resources Co., Ltd. (hereinafter referred to as “Jizhong Energy”) hold 51%, 34% and 15% equity interests in Xiamen
Airlines Co., Ltd. (hereinafter referred to as “Xiamen Airlines”) respectively. Jizhong Energy intends to transfer
its 15% equity interests in Xiamen Airlines (hereinafter referred to as the “Target Equity Interests”), and each of
Party A, Party B and Party C has expressed their intention to acquire the Target Equity Interests.


 


2. According to the Asset Valuation Report
(Da Zheng Hai Di Ren Ping Bao Zi [2015] No. 197A) issued by Golden Standard & Headmen Appraisal and Advisory Co., Ltd. regarding
the above-mentioned 15% equity interests in Xiamen Airlines disclosed by Jizhong Energy, the value of the 15% equity interests
in Xiamen Airlines is RMB 2.194 billion.


 






    


     


    

 


3. Upon consultation and due to reasons
attributable to Jizhong Energy, the three parties hereto agree that such Target Equity Interests held by Jizhong Energy will be
transferred to Party B, of which 4% and 11% equity interests will then be transferred to Party A and Party C respectively, thus
Xiamen Airlines will be held as to 55%, 34% and 11% by Party A, Party B and Party C respectively.


 


4. Prior to this Agreement, Party B and
Jizhong Energy have entered into the Equity Transfer Agreement (with conditions precedent), pursuant to which, Jizhong Energy shall
transfer its 15% equity interests in Xiamen Airlines to Party B at the price of RMB2.2 billion, Party B has transferred an amount
of RMB2.2 billion in cash to the escrow account in accordance with the agreement, and has paid RMB220 million to Jizhong Energy,
representing 10% of the equity transfer consideration. However, the aforesaid Equity Transfer Agreement is conditional on the satisfaction
of all the conditions precedent specified therein, including the waiver of right of first refusal by Party A.


 


 


 


Based on the above and in order for the
parties hereto to acquire the Target Equity Interests, it is hereby agreed as follows with respect to the transfer of the Target
Equity Interests:


 


1. After this Agreement is entered into
and takes effect, Party A shall immediately send an official letter to Jizhong Energy and Party B, expressly stating its intention
to waive its right of first refusal with respect to the transfer of the 15% equity interests in Xiamen Airlines by Jizhong Energy,
and shall vote at the general meeting of Xiamen Airlines and sign on the relevant resolution approving Jizhong Energy’s transfer
of the 15% equity interests to Party B.


 


2. Party B will accept the transfer of
the Target Equity Interests held by Jizhong Energy. Party A and Party B shall enter into any agreement or contract required for
the transfer of the 4% equity interests in Xiamen Airlines within 10 working days after the Equity Transfer Agreement between Party
B and Jizhong Energy takes effect. After the Target Equity Interests is transferred and registered under Party B’s name and
all the necessary approvals are obtained from the State-owned assets supervision and administration authority of Fujian province,
Party B hereto shall cooperate with Party A to complete the registration of change in the 4% equity interests in Xiamen Airlines
within 20 working days after the agreement or contract in respect of the transfer of the 4% equity interests in Xiamen Airlines
takes effect, unless it is otherwise stipulated in the agreement or contract to be entered into by both parties in respect of the
transfer of such 4% equity interests in Xiamen Airlines.


 


3. Party A and Party B hereto agree that
the transfer price for such 4% equity interests in Xiamen Airlines shall be determined on a pro rata basis based on the transfer
consideration specified in the aforesaid Equity Transfer Agreement (i.e. RMB2.2 billion for the 15% equity interests in Xiamen
Airlines), thus the transfer price for the 4% equity interests shall be RMB586,666,667. The conditions precedent as stipulated
in the aforesaid Equity Transfer Agreement include that the Asset Valuation Report regarding the 15% equity interests in Xiamen
Airlines held by Jizhong Energy has been approved and filed with State-owned Assets Supervision and Administration Commission of
Hebei Province and is accepted by State-owned Assets Supervision and Administration Commission of Fujian Province. Where the equity
transfer price is subject to adjustment due to such approval or filing or acceptance requirements, Party A and Party B agree that
the price for the transfer of the 4% equity interests in Xiamen Airlines by Party B to Party A shall be adjusted proportionately
based on the approved final transaction price for such 15% equity interests in Xiamen Airlines.


 






    


     


    

 


4. The taxation arising from the above
equity transfer shall be borne by Party A and Party B in accordance with the law respectively. Party A shall pay 50% of the equity
transfer consideration for the 4% equity interests in Xiamen Airlines to Party B within 10 working days after the relevant equity
transfer agreement entered into between Party A and Party B takes effect. Party A shall pay the remaining 50% of the equity transfer
consideration to Party B within 10 working days after completion of the registration of change in such equity interests by Party
A with the assistance of Party B, unless it is otherwise stipulated in the agreement or contract to be entered into by both parties
in respect of the transfer of the 4% equity interests in Xiamen Airlines.


 


5. After the transfer of the 15% equity
interests in Xiamen Airlines by Jizhong Energy to Party B, either party that fails to enter into the equity transfer agreement
for the 4% equity interests in Xiamen Airlines pursuant to this Agreement shall assume the liability for breach of this Agreement
according to law, and shall indemnify the non-defaulting parties for any loss suffered by them.


 


6. In the absence of any change in the
attribution of profits and losses for the period as stipulated in Article 6 of the Equity Transfer Agreement between Party B and
Jizhong Energy, and subject to the settlement of the equity transfer consideration by Party A in accordance with the provisions
of this Agreement and the agreement or contract to be entered into in respect of the transfer of the 4% equity interests in Xiamen
Airlines, Party A shall enjoy and assume the profits and losses arising from such 4% equity interests in Xiamen Airlines from 1
January 2015.


 


7. Party A acknowledges that it is the
intention of Party B to transfer 11% equity interests in Xiamen Airlines to Party C hereto after the Equity Transfer Agreement
between Party B and Jizhong Energy takes effect. Party A agrees to the transfer of the aforesaid 11% equity interests in Xiamen
Airlines to Party C and waive its right of first refusal with respect to such equity interests, no matter in whatever ways or on
whatever conditions will Party B transfer such equity interests to Party C. Moreover, Party A shall provide Party B with the official
letters stating its waiver of the right of first refusal or required for the registration with the industrial and commerce administration
authority after the transfer agreement or contract for the aforesaid 4% equity interests in Xiamen Airlines between Party A and
Party B takes effect. If both parties fail to enter into a transfer agreement or contract in respect of the 4% equity interests
in Xiamen Airlines in accordance with the provisions of this Agreement or such agreement or contract has not become effective due
to reasons on the part of Party A, Party A shall still present the aforesaid official letter as requested by Party B.


 






    


     


    

 


8. Party A agrees that the right to appoint
directors and supervisors (chairman of the supervisory committee) by Jizhong Energy according to the Articles of Association of
Xiamen Airlines shall be vested in Party C (after it becomes the shareholder) or (before Party C becomes the shareholder) in Party
B.


 


9. This Agreement is made in 3 counterparts,
and will take effect upon execution by the three parties hereto with the official seal of each party affixed hereto. The parties
hereto agree that this Agreement shall have full legal effect and force.


 


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left blank)


 


 


 


 


Party A: China Southern Airlines Company
Limited


 


Legal Representative (authorized signatory):


 


 


 


 


 


Party B: Xiamen Jianfa Group Co., Ltd.


 


Legal Representative (authorized signatory):


 


 


 


 


 


Party C: Fujian Investment & Development
Group Co., Ltd.


 


Legal Representative (authorized signatory):