BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

__________________________________________ ) Application of ) ) HAINAN AIRLINES CO., LTD. ) ) For an amended foreign air carrier permit ) Docket No. OST-2007-0066 pursuant to 49 U.S.C. § 41301 and exemption ) authority pursuant to 49 U.S.C. § 40109 ) ) (China-US Scheduled Service) ) __________________________________________) APPLICATION OF HAINAN AIRLINES CO., LTD. FOR AN EXEMPTION AND AMENDED FOREIGN AIR CARRIER PERMIT
Communications with respect to this document should be addressed to: Joel M. Chusid Managing Director, North America HAINAN AIRLINES CO., LTD. 18000 International Blvd., Suite 1188 Seattle, WA 98188 Email: joel@hnair.com

June 18, 2012 Josh Romanow Justin Bintrim PILLSBURY WINTHROP SHAW PITTMAN LLP 2300 N Street, N.W. Washington, D.C. 20037 Tel: (202) 663-8000 Fax: (202) 663-8007 E-mail: romanow@pillsburylaw.com justin.bintrim@pillsburylaw.com Counsel for Hainan Airlines Co., Ltd.
NOTE: Any person who wishes to support or oppose this Application may: (1) file an answer, and (2) serve that answer on counsel identified above and all person s served with a copy of this application. Answers to the ex emption application are due on July 3, 2012; answers to the amended foreign air carrier permit application are due on July 10, 2012.BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

__________________________________________ ) Application of ) ) HAINAN AIRLINES CO., LTD. ) ) For an amended foreign air carrier permit ) Docket No. OST-2007-0066 pursuant to 49 U.S.C. § 41301 and exemption ) authority pursuant to 49 U.S.C. § 40109 ) ) (China-US Scheduled Service) ) __________________________________________) APPLICATION OF HAINAN AIRLINES CO., LTD. FOR AN EXEMPTION AND AMENDED FOREIGN AIR CARRIER PERMIT

Pursuant to 49 U.S.C. §§40109 and 41301, Part 211 of the Department’s economic regulations, and the Department’s rules of pr actice, Hainan Airlines Co., Ltd. (“Hainan Airlines”), an air carrier of the People’s Republic of China, respectfully requests that the Department amend Hainan Airlines’ foreign air carri er permit to enable it to engage in scheduled air transportation of persons, property, and mail between Beijing, People’s Republic of China (PEK), on the one hand, and Chicago, Illinois (ORD), on the other hand. Hainan Airlines also requests exemption au thority under 49 U.S.C. § 40109 to the extent necessary so that it may exercise the rights requested in this App lication prior to the issuance of an amended foreign air carrier permit. Consis tent with the Departme nt’s notice of August 23, 2005 (Docket No. OST-2005-22228) (the “August 23, 2005 Notice”), Hainan Airlines requests that the Department process this application on an expedited basi s and grant Hainan Airlines an amended foreign air carrier permit so that it can begin offering the proposed services as soon aspossible. In this regard, Hain an Airlines respectfully requests the Department issue a single order (1) granting the requested exemption aut hority for a one-year period or until after the effective date of the requested amended permit au thority; and (2) approvi ng amended foreign air carrier permit authority under the streamlined pr ocedures set forth in the August 23, 2005 Notice, unless the Department deems it appropriate to pr oceed directly to a final order issuing an amended foreign carrier permit to Hainan Airlin es. In support of this Application, Hainan Airlines states as follows:
1. Since Hainan Airlines began service in 1993, it has grown steadily, launching non-stop service to the United States on June 9, 2008 between Beijing and Seattle and then adding a Beijing to Toronto service two years late r. Since 2008, the Beijing - Seattle route frequency has increased to daily flights. Ha inan Airlines has received several awards, including a five-star certification by Skyt rax, a prestigious safety award, for two consecutive years, and it has been voted the "Best Airline in China" twice by Global Traveler magazine. Hainan Airlines is a serv ice-oriented airline, providing features such as complimentary limo service for long-haul premium travelers in Beijing, flat bed seats, upgraded amenities and gourmet meals. As one of the launch customers for the Boeing 787 Dreamliner, Hainan Airlines aims to provide a high quality service option for passengers traveling between the People’ s Republic of China and Chicago.

2. By Order 2008-4-29 (April 18, 2008) , the Department issued a foreign air carrier permit to Hainan Airlines authorizing it to engage in scheduled foreign air transportation of persons, property, and mail between Beijing, People’s Republic of China, and Seattle, Washington.3. By Order 2009-5-7, the Department issued an amended foreign air carrier permit to Hainan Airlines permitting it to also engage in charter foreign air transportation of persons, property and mail between a point or points in the People’s Republic of China and a point or points in the United States.
4. Authority Requested: Hainan Airlines here by seeks authority to conduct scheduled air transportation of persons, property, and mail between Be ijing, People’s Republic of China (PEK) on the one hand, and Chicago, Illinois (ORD) on the other hand. Hainan Airlines intends to operate these scheduled flights using a Boeing B-787 aircraft with a two class configuration, or equivalent longha ul aircraft in its fleet, and proposes to operate initially four flights per week beginning in the second quarter of 2013.
5. Granting Hainan Airlines’ request for an am ended foreign air carrier permit is fully consistent with the Agreement between the Government of the United States of America and the People’s Republic of China Relating to Civil Air Transport signed September 17, 1980, as amended, which authorizes airlines designated by the Chinese government to operate combination services from any point or points in the People’s Republic of China to any point or points in the United States. It would benefit travelers in both the United States and China by providing additional scheduled service in this market and would therefore serve the public interest.
6. The Government of the People’s Republic of China has authorized Hainan Airlines to conduct the proposed flights from Beijing to Chicago. A copy of Hainan Airlines’ authorization issued by the Civil Aviati on Administration for China (“CAAC”) is attached hereto as Exhibit A

.7. Hainan Airlines hereby incor porates by reference the fitness and citizenship information contained in its November 9, 2007 and August 19, 2008 applications, given that there has been no material change to the inform ation provided in t hose applications. See Docket
OST-2007-0066.
8. A copy of the airline’s Air Oper ator’s Certificate is incorp orated by reference from its November 9, 2007 application. See Docket OST-2007-0066.
9. An estimate showing the total traffic and the fi nancial results of the proposed services for the first full year of normal opera tions is attached hereto as Exhibit B

. 10. Grant of the authority sought herein will not result in a near term increase in fuel consumption of ten million gallons or more , and therefore will not comprise a “major regulatory action” under the En ergy Policy and Conservation Act of 1975, as defined in 14 C.F.R. § 313(a)(1).
11. Hainan Airlines has not been involved in an y safety or tariff viol ations or any fatal accidents in the past five years.
12. Hainan Airlines’ maintenance program continues to comply with the provisions of ICAO Pilots and Airmen Annexes 1, 6 (Part 1) and 7.
13. The verification required by 14 C.F.R. 302.4(b) is attached hereto as Exhibit C

. For the reasons set forth above, Hainan Airlines is fully qualified to operate the services for which authority is herein requested, and grant of the authority will se rve the public interest. Hainan Airlines asks that the requested exemp tion remain in place for one year, or until the Department issues an amended permit authorizing the requested authority.WHEREFORE, based upon the foregoing inform ation, Hainan Airlines respectfully requests that it be granted an exemption and am ended foreign air carrier permit to engage in scheduled foreign air transporta tion of persons, property and mail as more fully described above.
Respectfully submitted,

Josh Romanow Justin Bintrim PILLSBURY WINTHROP SHAW PITTMAN LLP 2300 N Street, N.W. Washington, DC 20037 Phone: (202) 663-8000 Fax: (202) 663-8007 Email: romanow@pillsburylaw.com justin.bintrim@pillsburylaw.com

June 18, 2012 Counsel for Hainan Airlines Co., Ltd.CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing application of Hainan Airlines Co., Ltd. for an amended foreign air carrier permit and ex emption has been served this the 18 th day of June, 2012, upon each of the parties below by electronic mail. David Henthorn International Aviation Safety Inspector Federal Aviation Administration david.e.henthorn@faa.gov Sascha Vanderbellen Delta Air Lines, Inc. 1275 K St., NW Washington, D.C. 20005 sascha.vanderbellen@delta.com Carl B. Nelson, Jr. Robert Wirick American Airlines, Inc. 1101 Seventeenth Street, N.W. Suite 600 Washington, D.C. 20036 Carl.nelson@aa.com Robert.wirick@aa.com Bailey Leopard Federal Express Corporation 1101 Pennsylvania Avenue, N.W., Suite 600 Washington, D.C. 20004 gbleopard@fedex.com Kevin P. Montgomery Polar Air Cargo, Inc. 1747 Pennsylvania Avenue, N.W. Suite 875 Washington, DC 20006 Kevin.montgomergy@polaraircargo.com Russell E. Pommer Associate General Counsel & Sr. Director Regulatory Affairs Atlas Air Inc. 1747 Pennsylvania Avenue, NW, Suite 875 Washington, D.C. 20006 rpommer@atlasair.com Sam White Ranjit Seth Evergreen International Airlines, Inc. 1401 New York Avenue, NW, Suite 530 Washington, DC 20005-2147 sam.white@evergreenairlines.com ranjit.seth@evergreenairlines.com Anita Mosner Counsel for United Parcel Service Co Holland & Knight 2099 Pennsylvania Avenue, N.W. Suite 100 Washington, DC 20006 anita.mosner@hklaw.com Malcolm L. Benge Counsel for North American Airlines/World Airways Zuckert Scoutt & Rasenberger, L.L.P. 888 17 th Street, N.W., Suite 700 Washington, D.C., 2006-3309 mlbenge@zsrlaw.comDan Weiss Continental Airlines 1600 Smith Street, Ste. HQSGV Houston, TX 77002 dan.weiss@coair.com Steve Morrissey Counsel for United Air Lines steve.morrissey@united.com Howard Kass U.S. Airways 1401 H Street, NW, Suite 1075 Washington, DC 20005 howard.kass@usairways.com Robert Silverberg Counsel for ABX Air, Inc. Silverberg, Goldman & Bikoff, LLP 1101 30 th Street, NW, Suite 120 Washington, DC 20007 rsilverberg@sgbdc.com Mark W. Atwood Counsel for Kalitta Air Cozen O’Connor 1627 I Street, NW Suite 1100 Washington, D.C. 20006 matwood@cozen.com

/s/Melinda A. HernandezTABLE OF EXHIBITS Exhibit A Designation from the Governme nt of the People’s Republic of China Exhibit B Estimate of Traffic and Fina ncial Forecast for Proposed Operations Exhibit C VerificationEXHIBIT A

DESIGNATION FROM THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA [ATTACHED]

# ~**r:rm~mM:~ffii** Civil Aviation Administration of China C CAAC )**'P~~~Ji\*11!lmi::lcUf** ISS .\}**II!Ul!&!ii~:** 100710 t:l!iiS: 86-10-64092374 f!i }{:' 86-10-64091341 Mr

. Pau l Gretch Director Office of International Aviation U.S. Department of Transportation Office of the Secretary of Transportation
Sub: Hainan Airlines' new services

Dear Sir, 155 Dongsi Xidajie Beijing , I 00710 , China Tel: 86- 10·64092374 Fax: 86-10-64091341 15 June 2011

Department of International Affairs of the Civil Aviation Administration of China (CAAC) presents its compliments to the Office of International Aviation of U.S. Department of Transportation and has the honor to inform that this Administration has author iz ed Hainan Airlines to operate the agreed services on the specified routes of Beijing-Chicago v.v

. from September 2011.
It would be much appreciated if your good office could proceed to process Hainan Airlines ' relevant applicat io ns for the planned operation on the above-mentioned routes

. Yours sincerely ,

# n~ Han , Jun Acting Director General Department of International Affairs Civil Aviation Administration of China (CAAC)EXHIBIT B ESTIMATE OF TRAFFIC AND FINANCIAL FORECAST FOR PROPOSED OPERATIONS
Month # of Flights Revenue* Total Costs* Profit*
APR 2013 17 30,995,751.19 34,027,761.68 -3,032,010.49 MAY 2013 17 37,610,080.27 34,027,761.68 3,582,318.59 JUN 2013 18 39,161,459.38 36,029,394.72 3,132,064.66 JUL 2013 17 42,893,992.82 34,027,761.68 8,866,231.14 AUG 2013 18 49,264,704.17 36,029,394.72 13,235,309.45 SEP 2013 17 38,008,045.89 34,027,761.68 3,980,284.21 OCT 2013 18 36,929,536.62 36,029,394.72 900,141.90 NOV 2013 17 32,596,411.09 34,027,761.68 -1,431,350.59 DEC 2013 18 29,737,679.55 36,029,394.72 -6,291,715.17 JAN 2014 17 36,649,123.19 34,027,761.68 2,621,361.51 FEB 2014 16 15,970,314.62 32,026,128.64 -16,055,814.02 MAR 2014 18 32,574,544.86 36,029,394.72 -3,454,849.86 Total 208 422391643.7 416,339,672.32 6,051,971.33 * Chinese Yuan – The dollar Renminbi exchange rate is currently 6.33163:1.EXHIBIT C
VERIFICATION

Pursuant to Title 18 United States Code§ 1001 , I , HOU WEI , in my individual capacity and as the auth o rized representative of the pleader, have not in any manner knowingly and willfully falsified , concealed or failed to disclose any material fact or made any false , fictitious, or fraudulent statement or knowingly used any documents which contain such s tatements in connection with the preparation , filing or prosecution of the pleading. I under s tand that an individual who is found to have violated the provisions of 18 U

. S.C. § 1001 shall be fined or impri s oned not more an five years , or both

.

By:

______ __**-*---t~~~-----** Name: HO Title: CHIEF MARKETING 0 FTCER

Dated:**June~'** 2012



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