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A Boeing 777-200 Aircraft On Sale

  

Project No.

GR2016BJ1000381 ( before No. SW1602BJ00087)

Name of Transferor

Air China Ltd

Name of subject matter

A Boeing 777-200 Aircraft held by Air China Ltd. (Registration No.: B2064)

Approval of the transfer

Approved by China National Aviation Corporation (Group) Limited

Floor price of transfer

RMB154.1800 million

Transaction Mode

Listing

Listing beginning time

2016-02-29 

Listing ending time

2016-03-25 

Whether the subject matter is under mortgage

No

Whether the oblige intends to exercise the pre-emptive right

No

Transportation Equipment

Transportation equipment (aircraft)

Model

B777-200

Location

Beijing

License No.

B2064

Nationality

China

Purchase date

1999-8-31

Registration date

1999-8-31

Served life

16 years

Flight mileage

41259.23 flight hours

Configuration

Equipped with two PW4077D engines

Asset appraisal

Appraisal institution

Pan-China Assets Appraisal Co. Ltd.

Approval or registration institution

China National Aviation Corporation (Group) Limited

A. Approval
■B. Registration

Base date of assets evaluation

April 30, 2015

Book value

RMB265.6700 million

Assessed value of assets

RMB68.7000 million

Other information needs to be disclosed

  1. Scope of aircraft due diligence investigation: only limited to the simple appearance inspection and key document inspection, including opening the doors of the cargo compartment, the landing gear compartment, electronics compartment, APU, the first boarding gate on the left, No.1-4 thrust reverser panels, and power-on of the aircraft. The key documents refer to the previous overhaul records of the engine, landing gear, and APU etc., LLPBToB traceability documents and certificates of accessories.
  2. Basic configuration of the aircraft.
  3. Main content of the technical state report of the aircraft:

-Basic information, technical inspection and defects of the aircraft
-Physical inspection scope and defects of the aircraft
-Engine physical inspection (MPA trial run and borescope detection) and defects
-LLP document recorded defects 
-Aircraft delivery document list
See http://pan.baidu.com/s/1i3WVs5v for the aircraft technical state report, related documents and data; password: xsbt
4. If the transfer is settled in US dollars, it should be no lower than US$23.60 million if the agreement is entered; if it is transferred through outcry, the increment should be settled at the exchange rate of US dollar on the previous day of the outcry day issued by the People’s Bank of China.
5. Place of delivery: AMECO, Beijing Capital Airport.
6. Delivery status: delivery status in quo

Transaction conditions and conditions on transferee’s qualifications

Transaction conditions

Notice period of information release

  20   working days

When the notice period expires, and there are two and more transferees of intent,the transferee can be decided by:

    A. Auction
■B. Online outcry

When the notice period expires, and there is no transferee of intent

    A. Ending the information release.
■B. Prolonging the information release: do not change the listing conditions, but prolong the notice period by five working days as a period until any transferee of intent is obtained.
C.Reapplying for information release for announcement alteration.

Floor price of transfer

RMB154.1800 million

Payment terms

■ A. Lump-sum payment  B. Payment in installment

Other conditions related to transfer

1. The transferee of intent should submit the application and remit RMB7.71 million or US$1.18 million of deposit before 17:00 of the listing deadline day (Beijing time) to the account designated by CBEX (subject to the time of arrival). In case only a qualified transferee of intent is obtained in the notice period, the transfer should be concluded with agreement. In case two or more transferees of intent are obtained in the notice period, the online outcry mode will be adopted for the transfer. The deposit will be transferred as the outcry deposit. After the transferee is decided, the deposit of the transferees of intent who do not win the outcry will be refunded without interest within three working days from the following day when a written application is submitted to CBEX.
2. The final transferee should sign the transfer contract with the transferor within five working days upon being awarded the transfer, and pay the full price and the transaction service fee within 10 working days upon signing the contract.
3. The transferee should undertakes that within three working days upon CBEX presenting the real assets transaction vouchers, CBEX will transfer the transaction price it received to the account of the transferor.
4. The notice period of the project is also the due diligence investigation period. That the transferees of intent pass the qualification verification and pay in the deposit should be deemed to have carefully read and completely accept the audit report, asset appraisal report, legal opinion, and information disclosed by such reports involved by the equity transfer project, and have completed the due diligence investigation of the project, and have decided to fully accept the content of the equity transfer notice at their sole discretion.  
5. Air China is responsible for authenticity of the documents it provides, but not liable for any damage or defect that may exist but exceed the description scope of the documents. The transferee should verify the aircraft condition when making due diligence investigation based on the reports. Air China makes no commitment or assumes no additional compensation obligation for any problems arising after the aircraft is delisted.  
6. The listing price is the selling price only (excluding taxes).
7. In case the documents submitted by the transferee of intent are in English, the Chinese version should be provided at the same time, sealed by the translation company or the law firm.  

Conditions on transferee’s qualifications

  1. The transferee of intent should be an independent legal person incorporated by law and legally existing or a natural person with full capacity for civil conduct;
  2. The transferee of intent should have good business credit, financial condition and payment capacity; 
  3. The transferee of intent should meet other conditions designated by laws, and administrative provisions of China.

Deposit

1. Deposit amount: RMB7.7100    million
2. Payment deadline: before 17:00 of the listing deadline (Beijing time) 
3. Payment mode: ■A.Cheque ■B. T/T ■C. Online Banking Payment
4. Guarantee: If not for the reason of the transferor, the transferor has the right to deduct the deposit paid by the transferee of intent as compensation in case the transferee of intent has any of the following behavior. The legal effect of the deposit should cover guarantee for the application, outcry, agreement signing and agreement execution of the transferee of intent:(1) The transferee of intent unilaterally cancels the application after paying deposit;  (2) The transferee of intent does not participate in the following outcry procedure when two or more transferees of intent are obtained;(3)The transferees of intent do not make response when the listing price is made as the starting price;(4)The transferee of intent fails to sign the transfer contract with the transferor or pay the transfer price and service fee in full after it is granted as the transferee,(5)The transferee of intent breaches any other transaction rules. 
5. Disposal method: The deposit of the transferee of intent that does not involve any deposit deduction matters will be refunded without interests within three working days upon the transferee is decided.


 

Transfer Application and Commitments

China Beijing Equity Exchange:
Air China Ltd., the transferor, hereby submits the application for your review for the transfer information release and transfer of a Boeing 777-200 Aircraft (Registration No. B2064) we hold at your website and related media. We make the following commitments by the principle of openness, justice, fairness and good faith:
1. This transfer is the expression of our true wishes. The subject matter to be transferred is under the well-defined ownership. Air China has full right of disposal to the subject matter and there is no limits for the asset transfer;
2. Air China has fulfilled the corresponding procedures for the transfer, made effective internal decision and obtained correspondingapproval for the transfer;
3. The transfer material submitted by Air China is true, complete, legal and valid, without any false record, misleading statement or important omission; 
4. Air China will abide by any and all laws and regulations and provisions of CBEX, and fulfill our obligations in line with related requirements.
Air China undertakes to comply with the above commitments and will be liable for the legal responsibilities and corresponding economic compensation in case any breach of the above commitments or any breach of laws and regulations that cause losses of the stakeholders of the transaction.

 

 

Transferor (seal):

  

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