**Exhibit 4.29**

 

 

 

**Agreement**

 

 

 

 

 

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

 

Domicile: Economic and Technological DevelopmentZone, 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, JianfaInternational Building, No. 1699, Huandao East Road, Siming District, Xiamen

 

Legal Representative: Wu Xiaomin

 

 

 

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

 

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

 

Legal Representative: Peng Jinguang

 

 

 

 

 

Whereas:

 

1. Party A, Party B and Jizhong EnergyResources Co., Ltd. (hereinafter referred to as “Jizhong Energy”) hold 51%, 34% and 15% equity interests in XiamenAirlines Co., Ltd. (hereinafter referred to as “Xiamen Airlines”) respectively. Jizhong Energy intends to transferits 15% equity interests in Xiamen Airlines (hereinafter referred to as the “Target Equity Interests”), and each ofParty 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. regardingthe above-mentioned 15% equity interests in Xiamen Airlines disclosed by Jizhong Energy, the value of the 15% equity interestsin Xiamen Airlines is RMB 2.194 billion.

 

 

 

3. Upon consultation and due to reasonsattributable to Jizhong Energy, the three parties hereto agree that such Target Equity Interests held by Jizhong Energy will betransferred to Party B, of which 4% and 11% equity interests will then be transferred to Party A and Party C respectively, thusXiamen 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 andJizhong Energy have entered into the Equity Transfer Agreement (with conditions precedent), pursuant to which, Jizhong Energy shalltransfer its 15% equity interests in Xiamen Airlines to Party B at the price of RMB2.2 billion, Party B has transferred an amountof 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 satisfactionof 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 theparties hereto to acquire the Target Equity Interests, it is hereby agreed as follows with respect to the transfer of the TargetEquity Interests:

 

1. After this Agreement is entered intoand takes effect, Party A shall immediately send an official letter to Jizhong Energy and Party B, expressly stating its intentionto 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 transferof the 15% equity interests to Party B.

 

2. Party B will accept the transfer ofthe Target Equity Interests held by Jizhong Energy. Party A and Party B shall enter into any agreement or contract required forthe transfer of the 4% equity interests in Xiamen Airlines within 10 working days after the Equity Transfer Agreement between PartyB and Jizhong Energy takes effect. After the Target Equity Interests is transferred and registered under Party B’s name andall 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 Airlineswithin 20 working days after the agreement or contract in respect of the transfer of the 4% equity interests in Xiamen Airlinestakes effect, unless it is otherwise stipulated in the agreement or contract to be entered into by both parties in respect of thetransfer of such 4% equity interests in Xiamen Airlines.

 

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

 

 

 

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

 

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

 

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

 

7. Party A acknowledges that it is theintention of Party B to transfer 11% equity interests in Xiamen Airlines to Party C hereto after the Equity Transfer Agreementbetween Party B and Jizhong Energy takes effect. Party A agrees to the transfer of the aforesaid 11% equity interests in XiamenAirlines to Party C and waive its right of first refusal with respect to such equity interests, no matter in whatever ways or onwhatever conditions will Party B transfer such equity interests to Party C. Moreover, Party A shall provide Party B with the officialletters stating its waiver of the right of first refusal or required for the registration with the industrial and commerce administrationauthority after the transfer agreement or contract for the aforesaid 4% equity interests in Xiamen Airlines between Party A andParty B takes effect. If both parties fail to enter into a transfer agreement or contract in respect of the 4% equity interestsin Xiamen Airlines in accordance with the provisions of this Agreement or such agreement or contract has not become effective dueto 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 appointdirectors and supervisors (chairman of the supervisory committee) by Jizhong Energy according to the Articles of Association ofXiamen Airlines shall be vested in Party C (after it becomes the shareholder) or (before Party C becomes the shareholder) in PartyB.

 

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 partieshereto agree that this Agreement shall have full legal effect and force.

 

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Party A: China Southern Airlines CompanyLimited

 

Legal Representative (authorized signatory):

 

 

 

 

 

Party B: Xiamen Jianfa Group Co., Ltd.

 

Legal Representative (authorized signatory):

 

 

 

 

 

Party C: Fujian Investment & DevelopmentGroup Co., Ltd.

 

Legal Representative (authorized signatory):