EX-4.35


   


 Exhibit
4.35
  

Entrusted Loan Agreement

 

No.: () ()ZI ()

 

中国南航集团财务有限公司

  

Southern Airlines Group Finance Company Limited

 

Entrusted Loan Agreement

 

No.: () ()ZI ()

 
 

  


 


 Borrower (Party
A): China Southern Airlines Company Limited 
  

Tel: 020-86112423 

Address: No. 68 Qixin Road, Bai Yun District, Guangzhou 

Fax: 020-86112424 

 

Legal Representative: Wang Chang Shun
(王昌顺) 
  

Postal Code: 510406 

 

Entrusted Lender (Party B): China Southern Air Holding Company
Limited 
  

Tel: 020-86133527 

Address: No. 68 Qixin Road, Bai Yun District, Guangzhou 

 

Fax: 020-86123875 

 

Legal Representative: Wang Chang Shun
(王昌顺) 
  

Postal Code: 510406

 

Agent (Party C): Southern Airlines Group Finance Company Limited

 

Tel: 020-86121014 

Address: No. 68 Qixin Road, Bai Yun District, Guangzhou 

 

Fax: 020-86123064 

 

Legal Representative: Jing Gongbin (敬公斌) 

Postal Code: 510406

 




  


 


  

According to Party A’ application, Party B entrusted Party C
to release entrusted loans to Party A. Party A, Party B and Party C entered into this Contract after negotiation for each other to comply with.

 

Section
I          Amount of Borrowings
  
 Party B entrusted Party C to release loans of (currency) RMB (amount in words) five hundred million to Party A.

 

Section
II          Use of Borrowings
  
 Party A shall apply the borrowings to fund the construction spending for CSA base in Beijing Daxing International Airport. Party A warrants that such use is in line with relevant
laws, regulations, rules and policies of the country. Without Party B’s consent and written notice to Party C, Party A shall not change the use of borrowings.

 

Section
III         Term of Borrowings
  
 The term of borrowings under this Contract shall be 36 months from ________ to ________ . After mutual consent, Party A and Party B may early terminate the loans.

 

When the starting date of the borrowings under this Contract is
inconsistent with the date of the transfer voucher in which Party C actually releases the entrusted loans, the transfer voucher date of releasing loans shall prevail, and the above prescribed maturity date of borrowings shall make corresponding
adjustment. The transfer voucher constitutes an integral part of this Contract and shall have the same legal effect with this Contract.

 


 

  


 



 

Section IV    Interest Rate, Calculation and
Settlement of Interest of Loans
  

I. The interest rate of the entrusted loans under this Contract is
(I) below:
  

(I) Fixed rate, the interest rate for each loans shall be one of
the followings: □ lending interest rate/□ __the lending interest rate plus /__ % /□ 10% below the lending interest rate, for one-year lending interest rate as promulgated by the People’s Bank of China as at the date of
withdraw; and the rate will not change during the term of Contract.
  
 (II) Float rate, float cycle: the rate herein will be adjusted on the date the PBOC adjusts the benchmark interest rate of loans of the same period.

 

A. The initial interest rate of each withdrawal shall be the
□ benchmark interest rate for loans / □ up by   /% based on the benchmark interest rate for loans /□ down by   /   based on the benchmark interest rate for loans (one of the three) of the
same grade with the term of borrowings prescribed herein as promulgated by the PBOC on the date of actual withdrawal; 
  
 B. The □ benchmark interest rate for loans / □ up by /% based on the benchmark interest rate for loans /□ down by  /   based on the
benchmark interest rate for loans (one of the three) of the same grade with the term of borrowings prescribed herein as promulgated by the PBOC on the date of adjustment after each full floating cycle;

 

II. The calculation and settlement of interest for the entrusted
loans hereunder shall be (I) below:

 

(I) The interest shall be settled quarterly, with the
20th of the month at the end of each quarter being the interest settlement day and the 21th being the interest payment day.

 

(II) The interest shall be settled monthly, with the
20th of each month being the interest settlement day and the 21th being the interest payment day.
  
 Where the last repayment day of the principal of borrowings does not fall on the interest payment day as prescribed in (I), (II) above, the last repayment day of the principal of
borrowings shall be the interest payment day, and Party A shall settle all the interest payable.
  
 Section V          Delivery of Entrusted Funds and Release of Loans

 

I. Party B shall deliver adequate entrusted funds to Party C
before the date of releasing loans as specified in the Application for the Withdrawal of Entrusted Loans.
  
 
 

  


 


  

The capital account for the entrusted loans under this Contract shall not be deposit
account of Party B opened with Party C, and the balance of this account shall not be the deposite balance of Party B at Party C. It shall be established only for inter-account of Party C and the balance shall not bear any interest.

 

II. Preconditions for releasing entrusted loans:

 

(I) Party C has received the entrusted loans and it has not been
seized, frozen or deducted by competent authorities; 

 

(II) Party C has received the Application for Entrusted Loans from
Party A and Party B;
  

(III) Party C has received the Application for the Withdrawal of
Entrusted Loans with Party A and Party B’s confirmation by signatures;
  
 (IV) Both Party A and Party B have not violated any provisions herein;

 

(V) Other conditions:

 

______________________/______________________
 。
  

III. Party C is entitled to refuse to release of entrusted loans
where the amount of entrusted funds actually delivered by Party B is less than that agreed to release. However, if Party B expressly instructs Party C in the Application for the Withdrawal of Entrusted Loans to release the entrusted loans as
actually delivered, Party C may release the amount as actually delivered, and Party A shall not propose disagreement in this regard.

 

IV. If Party C fails to release the loans as prescribed herein for
Party B’s reason, Party B shall bear liabilities to Party A solely, and Party C shall not bear any liabilities.
  
 
 

  


 



 

Section VI       Repayment of Principal
and Interest
  

I. Repayment principle

 

Unless Party A and Party B otherwise reach to a written agreement
and inform Party C with written notice, the repayment of Party A under this Contract shall follow the principle of interest first, interest paying together with principal .

 

II. Payment of interest

 

Party A shall pay the interest due to Party B through Party C on
interest settlement day. The first interest payment day shall be the first interest settlement day after the release of loans. Upon the repayment of last loans, the interest will be paid together with principal.

 

III. Repayment of principal

 

Party A shall repay the principal and interest of loans in one
lump sum on the repayment day as prescribed in section III herein.
  
 If there is any adjustment to the repayment plan, Party A and Party B shall otherwise reach to a written agreement and notice Party C in a written form.

 

IV. Methods of repaying principal and paying
interest
  

All the repayment from Party A to Party B shall be made through
Party C and shall not repay to Party B directly.

 

Party A shall prepare adequate amount payable for the period in
the account opened with Party C before repayment day and interest payment day prescribed herein and Party C will deduct automatically from that account.

 

Party C shall transfer the amounts to Party B’s deposit
account opened with Party C in one working day upon receipt of Party A’s repayment.
  
 Party C shall inform Party B in written notice if Party A fails to pay the principal and interest of the entrusted loans on time.

 


 

  


 



 

V. Early repayment

 

Party A may make early repayment of the whole or part of principal
and interest of loans.
  

If Party A makes early repayment of principal, the interest shall
be calculated according to the actual period for using loans at the lending rate as agreed herein.
  
 For loans repaid in advance, Party C will not return the charges of the entrusted loans received.

 

Section VII       Charges and Other
Expenses
  

I. Charges under this Contract shall be paid as specified in
(II):
  

(I) by Party A.

 

(II) by party B.

 

(III)
     /      % by party A and      /     % by party B.

 

II. The paying party shall pay the full charges of the entrusted
loans to Party B on time according to the provision of this section regardless of whether Party A repay on time the principal, interest of loans or whether it has any other default behaviours. If the borrowing relationship between Party A and Party
B or the entrustment relationship between Party B and Party C invalid, the charges received by Party C shall not return, and the paying party shall still be liable to the outstanding payable charges.

 

III. Specific standards of charges and the time and methods of
payment:
  

On the date of releasing the entrusted loans, Party C shall
deducted charges at thirty thousandth/year of the principal of the entrusted loans actually released in the account opened with Party C.

 


 

  


 



 

Section VIII
          Party A’s Rights and Obligations
  
 I. Party A’s rights
  
 (I) Party A is entitled to request Party B to notice Party C to release the entrusted loans according to the provisions hereof.

 

(II) Party A is entitled to use the borrowings for the purposes
agreed herein.
  

(III) By satisfying the conditions stipulated by Party B, Party A
is entitled to initiate an application to Party B for extending the loans. Upon agreed by Party B and Party C, Party A, Party B and Party C may enter into an extension agreement.

 

(IV) Party A is entitled to request Party B, Party C to keep
confidential for the relevant information provided by Party A, except as otherwise provided by laws, regulations, rules or this Contract.

 

II. Party A’s obligations

 

(I) Party A shall use the borrowings for the purposes stipulated
herein, and shall not embezzle, misappropriate borrowings. For Party B’s check and monitoring on the use of borrowings hereunder, Party A shall cooperate proactively and provide financial and accounting information, production and operation
information as well as other materials and information as required by Party B, and ensure the materials, information provided are true, complete and effective.

 

(II) Party A shall give a written notice to Party B immediately
when any of the followings happens:
  

1. Party A incurs contracting, custody (handover), lease,
joint-stock reform, investment, joint operation, consolidation, merger, acquisition, restructuring, division, joint stock, subject of application for suspending business for rectification, application for dissolution, being cancelled, (being) filed
for bankruptcy, changes of controlling shareholders/ de facto controller or transfer of material assets, suspension of production, discontinuation of business, subject of heavy penalty imposed by competent authorities, subject of cancellation of
registration, subject of revocation of business license, involvement of material legal disputes, severe difficulties in production and operation or deterioration of financial position, inability of legal representative or main officers in properly
performing its duties;
  


 

  


 


  
 2. Party A incurs change of name, legal representative (person in charge), address, operation scope, registered capital or articles of association and other business registration
matters.
  

(III) Other obligations under this Contract.

 

Section IX         Party
B’s Rights and Obligations
  

I. As the lender under this Contract, Party B enjoys all the
rights and interest of a lender, and bears all the obligations, liabilities and risks ought to be borne by a lender. Party C shall not bear any loan risk.

 

II. Party B shall conduct independent review to the feasibility,
legal compliance of loans, the credit status, repayment capacity, performance capacity of Party A and / or guarantor, and make independent judgment, and assume independently the risk of not being able to recover the loan in full and on
time.
  

III. After releasing the entrusted loans, the status of using
borrowings by Party A shall be under continuous supervision, the operation, financial condition and repayment capacity of Party A shall be paid continuous attention, and proper measures shall be taken when Party A occurs any circumstance that may
affects Party B’s realization of creditor’s rights. Party B shall understand and agree that Party C shall not have above obligations.

 


 

  


 



 

IV. Party B’s liability to Party C hereunder shall not be
affected whether or not Party A repay the principal and interest of loans, whether or not there is breach or default behavior, whether or not the borrowing relationship is valid.

 

V. Party B is entitled to check, monitor the use of borrowings by
Party A, and request Party A to provide financial and accounting information as well as information of production and operating condition, and keep confidential to the above information, except that as otherwise demanded by laws, regulations and
rules or competent authorities.
  

VI. Party B shall collect the entrusted loans promptly upon due and
shall promptly initiate a lawsuit to Party A, guarantor, apply for execution, declare bankruptcy and take other relief measures as permitted by law, and shall not request Party C to bear responsibilities for the reason that Party C is liable to
assist the collection of loans.
  

VII. Party B’s instruction to Party C shall be in time,
clear, complete, consistent, in line with laws and the provisions herein, otherwise Party B shall have the right to refuse to perform, and the consequences resulted therefrom shall be borne by Party B. For any behaviour conducted by Party C at Party
B’s instruction, Party B shall bear all the legal effect.
  
 VIII. Party B shall not request Party C to issue any deposit certificate in any form in respect of the entrusted loans. Even if Party C issues any deposit certificate in any form
in respect of the entrusted loans to Party B, Party B shall not transfer, pledge or take any other action against it, and shall return the above deposit certificate to Party C before Party C release the entrusted loans to Party A, and shall not
request Party C to make payment or bear any legal responsibilities with the deposit certificate as a reason.
  
 IX. Other rights and obligations of Party B hereunder.
  
 Section X          Rights and Obligations of Party C

 

I. Party C shall assist Party B to monitor whether Party A uses
the borrowings for the purposes as agreed.

 


 

  


 



 

II. Party C shall be entitled to report to Party B the information
of Party A in respect of the entrusted loans and Party A’s deposits, loans, settlement and other situations with Party C.
  
 III. Party C shall not bear any liabilities as to any dispute between Party B and Party A or any default behaviour.

 

IV. Party C shall help Party B to collect the entrusted loans
according to the following provisions:
  

(I) When Party A make full repayment on time upon the maturity of
the principal of the entrusted loans, Party B shall transfer the amount into Party B’s account in accordance with normal procedures and notice Party B in a timely manner. When Party A fails to make full repayment on time, Party C shall give a
written notice to Party B in respect of the overdue situation, and make a demand to Party A in relation to the loans in one month. Party C’s obligation to help Party B to collect the overdue entrusted loans shall have been fulfilled
only if Party C gives a written notice for demanding the loans. The obligation of Party C to help the collection shall be deemed to have been fulfilled only if there is evidence to that effect if Party C demands the repayment by other
ways.
  

(II) When Party A fails to make full repayment on time upon the
maturity of all the principal of loans, Party B shall otherwise enter into a written entrustment agreement if Party B still wants to entrust Party C to help to collect the entrusted loans. If both parties have not entered into a written entrustment
agreement within one month from the date of all the principal of loans becoming due, all the obligations of Party C hereunder shall terminate automatically, and Party C shall be entitled to write off the account relating to the entrusted
loans hereunder.
  

V. Party C is not liable to participate in the lawsuits,
arbitrations, bankruptcy proceedings in relation to the entrusted loans and its guarantees, and is not liable to dispose the pledged assets for Party B.

 

Section
XI          Default Liabilities
  
 I. Party A’s default circumstances and default liabilities

 


 

  


 



 

(I) Default circumstances of Party A:

 

1. Breach of any provision of this Contract;

 

2. Circumstances that Party B considers may affect the realization
of creditor’s right.
  

(II) Party A’s default liabilities:

 

If any of the above default circumstances occurs, Party B may take
one or more of the following relief measures:

 

1. Request Party A to rectify the default behaviours within
prescribed period;
  

2. Notice Party C to suspend the transfer of the outstanding
loans;
  

3. Charge default interest pursuant to this Contract (if
any);
  

4. Declare that all the principal and interest of the borrowings
hereunder shall be due immediately and request Party A to make immediate repayment;
  
 5. Other relief measures as permitted by law.
  
 II. Party B’s default circumstances and default liabilities

 

(I) Default circumstances of Party B:

 

1. Fails to deliver the entrusted loans to Party C in full and on
time; or the entrusted loans fails to be released as agreed under the Contract for Party B’s other reasons;
  
 2. The source of the entrusted loans is not in compliance with laws or regulations, or any of the statements and guarantees made hereunder is not true, accurate, or complete;

  

3. Party B fails to pay the charges of the entrusted loans to
Party C in full and on time as agreed hereunder;

 

4. Party B breaches any other provisions hereunder.

 


 

  


 



 

(II) Party B’s default liabilities:

 

1. For Party B’s breaches, Party A shall be entitled to
request Party B to rectify within prescribed period, demand Party B to reimburse the loss and / or take other relief measures.
  
 2. Party C shall be entitled to take one or more of the following relief measures:

 

(1) Request Party B to rectify the breaches within prescribed
period;
  

(2) Refuse to handle the entrusted loan business for Party
B;
  

(3) Deduct the charges owed by Party B directly;

 

(4) Request Party B to reimburse the loss;

 

(5) Relieve the entrustment relationship between Party B and Party
C;
  

(6) Other relief measures as permitted by law.

 

III. Party C’s default circumstances and default
liabilities:
  

(I) Upon Party B delivered the entrusted loans to Party C
according to the provisions hereunder, Party C shall have no justified reasons to delay the transfer of entrusted loans to Party A, and Party B shall be entitled to request Party C to make the transfer immediately.

 

(II) As a result that Party C fails to perform the obligation of
assisting in the collection of loans under this Contract, which results in Party B’s failure to recover the principal and interest of loans in a timely manner and that Party B has no fault, Party C shall bear corresponding liabilities to the
direct loss of Party B according to the extent of error.

 


 

  


 



 

Section XII      Miscellaneous
Clauses
  

I.        Consequences of
invalidity and cancellation of this Contract

 

In the circumstances that the entrustment relationship and / or
borrowing relationship hereunder are / is deemed invalid or cancelled according to law, it shall be handled according to the followings: 

 

(I) Party C shall not bear any legal responsibilities when the
entrustment relationship between Party B and Party C is valid, but the borrowing relationship between Party A and Party B is invalid and cancelled, meanwhile:

 

1. If Party C has not delivered the entrusted funds to Party A,
Party C shall return the entrusted funds to Party B without paying interest;
  
 2. If Party C has delivered the entrusted funds to Party A, Party B shall directly request Party A to return the entrusted funds, and Party C shall bear no responsibility for
Party B’s loss;
  

3. For third party’s loss if any, Party A and Party B shall
share the legal responsibilities for each other’s fault, and Party C shall bear no responsibility.
  
 (II) If the entrustment relationship is invalid or cancelled, but the borrowing relationship is valid, the following provisions shall apply:

 

1. If Party C has not delivered the entrusted funds to Party A,
Party C shall return the entrusted funds to Party B without paying interest;
  
 2. If Party C has delivered the entrusted funds to Party A, Party A and Party B shall negotiate to handle the entrusted funds according to law, and Party C shall bear no
responsibility.
  

(III) If the entrustment relationship is invalid or cancelled, and
the borrowing relationship is also invalid and cancelled, the following provisions shall apply:
  
 1. If Party C has not delivered the entrusted funds to Party A, Party C shall return the entrusted funds to Party B without paying interest; 

 

2. If Party C has delivered the entrusted funds to Party A, Party
B shall directly request Party A to return the entrusted funds, and Party C shall bear no responsibility for Party B’s loss;

 

3. For third party’s loss if any, Party A and Party B shall
share the legal responsibilities for each other’s fault, and Party C shall bear no responsibility.
  
 II. Party B shall monitor and inspect Party A at its own discretion, and shall obtain Party A’s information by other channels instead of relying on Party C. Party C may
report to Party B in respect of Party A’s information known by it on its own initiative, but it take no responsibility as to the timeliness, trueness, completeness, accuracy and validity of the information reported.

 


 

  


 



 

III. Party C’s rights enjoyed under laws or provisions
herein shall not be explained as Party C’s obligations. If Party C has not immediately exercised or waiver the rights, Party A and Party B shall not request Party C to bear any legal responsibility in this regard.

 

IV. The Application for the Withdrawal of the Entrusted Loans,
transfer certificate and other documentary certificate relating to this Contract shall be an integral part of this Contract. 
  
 V. This Contract is made in six counterparts with Party A, B and C holding two counterparts.

 

VI. Other clauses as agreed by both parties:

 

          
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 VII. Solutions for contract disputes
  
 Dispute occurs in the course of performing this Contract may be solved by negotiation. If negotiation fails, it shall be solved by (I) below:

 

(I) Initiate a lawsuit to the People’s court where Party
C domiciled.
  

(II) Filed to
           /           arbitration committee (place of arbitration /          
). Arbitration shall be conducted in accordance with the currently effective arbitration rules of the committee at the time applying for arbitration. The arbitration decision shall be final and binding on both parties.

 

During the period of litigation or arbitration, the clauses of
this Contract irrelevant to the disputes shall still be performed.
  
 
 

  


 



 

VIII. Taking effect of the Contract

 

This Contract shall take effect upon the signature and sealing
by the legal reprehensive or authorized agents of Party A, Party B and Party C.
  

Party A: (common seal)

Legal representative or authorized agent (signature): day month year

 

Party B: (common seal)

Legal representative or authorized agent (signature): day month year

 

Party C: (common seal)

Legal representative or authorized agent (signature): day month year