EXHIBIT 4.11
(The following is a non-binding English translation of the Chinese original.)
CHINA EASTERN AIR HOLDING COMPANY
CHINA EASTERN AIR NORTHWEST COMPANY
CHINA EASTERN AIR YUNNAN COMPANY
AND
CHINA EASTERN AIRLINES CORPORATION LIMITED
AGREEMENT IN RELATION TO
THE ASSIGNMENT OF
THE CORE AVIATION BUSINESS AND ASSOCIATED ASSETS
OF
CHINA EASTERN AIR NORTHWEST COMPANY
AND
CHINA EASTERN AIR YUNNAN COMPANY
FROM
CHINA EASTERN AIR HOLDING COMPANY
TO
CHINA EASTERN AIRLINES CORPORATION LIMITED
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12 MAY 2005
Commerce and Finance Law Offices, ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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CONTENTS
1. Interpretation
2. Assignment of the Core Aviation Business and Associated Assets
3. Consideration for Assignment
4. Payment
5. Assumption of Liabilities
6. Effectiveness of Agreement
7. Transfer of Rights and Obligations
8. Handover of Business and Assets and Transfer of Risks
9. Taxes and Fees
10. Representations, Warranties and Undertakings
11. Non-Competition Undertaking
12. Compensation
13. Force Majeure
14. Confidentiality
15. Governing Law
16. Resolution of Disputes
17. Miscellaneous
Schedule 1.1: Report on the Appraisal of the Part of the Core Business Assets
and Associated Liabilities of China Eastern Air Northwest Company
to be Assigned by China Eastern Air Holding Company (Ref. ▇▇▇▇▇
▇▇▇ Ping Bao Zi (2005) No. 22-1)
Schedule 1.2: Report on the Appraisal of the Part of the Core Business Assets
and Associated Liabilities of China Eastern Air Yunnan Company to
be Assigned by China Eastern Air Holding Company (Ref. ▇▇▇▇▇ ▇▇▇
Ping Bao Zi (2005) No. 22-2)
Schedule 2.1: Leased Aircraft
Schedule 2.2: Leased Properties and Sites
Schedule 3: Routes
Schedule 4: Personnel
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THIS ASSET ASSIGNMENT AGREEMENT (hereinafter referred to as the "Agreement") is
entered into on 12 May 2005 in Shanghai, the People's Republic of China
("China"), by and among the following parties:
China Eastern Air Holding Company
Address: 2550 Hong Qiao Road, Shanghai
Legal Representative: Li Fenghua
China Eastern Air Northwest Company
Address: Xiguan Airport, Xi'an, Shaanxi
Legal Representative: Liu Xingchen
China Eastern Air Yunnan Company
Address: Wujiaba Airport, Guandu District, Kunming
Legal Representative: Li Mingdao
China Eastern Airlines Corporation Limited
Address: ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ International Airport, Shanghai
Legal Representative: Li Fenghua
WHEREAS:
(1) The Assignor, a group company under ownership by the whole people, is
established and validly existing under the laws of China. CEA Northwest
and CEA Yunnan are wholly-owned subsidiaries of the Assignor;
(2) The Assignee is a joint stock limited company established and validly
existing under the laws of China, as well as a listed company whose "A"
shares are listed in China and "H" shares are listed in the Hong Kong
Stock Exchange. The Assignor holds 61.64% of the Assignee's shares;
(3) The Assignee intends to purchase from the Assignor and the Assignor
intends to sell to the Assignee the core aviation business and associated
assets of CEA Northwest and CEA Yunnan; and
(4) CEA Northwest and CEA Yunnan will transfer their Core Aviation Business
and Associated Assets to the Assignee in accordance with the instructions
of the Assignor.
NOW, THEREFORE, the parties have, after friendly consultations, reached the
following agreement on the basis of the principles of equality and mutual
benefit:
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1. INTERPRETATION
1.1 Unless stipulated otherwise, the following terms shall have the meanings
assigned to them below:
"Assignor" means China Eastern Air Holding Company;
"Assignee" means China Eastern Airlines Corporation Limited;
"CEA Northwest" means China Eastern Air Northwest Company, formerly
China Northwest Airlines;
"CEA Yunnan" means China Eastern Air Yunnan Company, formerly China
Yunnan Airlines;
"Core Aviation means the air transportation business and the related
Business and assets and liabilities owned by CEA Northwest and CEA
Associated Yunnan at the time this Agreement is entered into,
Assets" including the aviation-related assets, liabilities,
personnel, routes and contracts set out in the
Schedules hereto;
"Reference Date" means the appraisal reference date determined in
Clause 3.1 of this Agreement;
"Preliminary means the price for the assignment of the Core
Assignment Aviation Business and Associated Assets preliminarily
Price" determined based on the appraisal results in
accordance with the provisions of Clause 3.1 of this
Agreement, being Nine Hundred Eighty-five Million Six
Hundred Ninety-two Thousand and Eight Hundred Yuan
Renminbi Exactly (RMB985,692,800);
"Final Assignment means the final price for the assignment of the Core
Price" Aviation Business and Associated Assets as determined
in accordance with the provisions of Clause 3.2;
"Effective Date" means the date on which this Agreement comes into
effect pursuant to Clause 6.
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1.2 References herein to "Clauses" are to the clauses of this Agreement
unless stipulated otherwise in this Agreement. Clause headings are
inserted for ease of reading only and shall not be construed the
interpretation of this Agreement.
2. ASSIGNMENT OF THE CORE AVIATION BUSINESS AND ASSOCIATED ASSETS
2.1 The Assignor agrees to sell to the Assignee and the Assignee agrees to
purchase from the Assignor the Core Aviation Business and Associated
Assets owned by CEA Northwest and CEA Yunnan, both wholly-owned
subsidiaries of the Assignor, in accordance with the terms and conditions
of this Agreement.
2.2 The particulars set out in the Schedules to this Agreement shall prevail
in respect of the scope of the Core Aviation Business and Associated
Assets to be assigned by the Assignor to the Assignee stipulated in the
preceding paragraph and include the following:
(1) the assets and rights and interests relating to the core aviation
business respectively owned by CEA Northwest and CEA Yunnan as at
the execution date of this Agreement; for the particulars of the
same, please refer to, respectively, Tables 3 - 8 of the Detailed
Asset Appraisal Tables attached to Schedules 1.1 and 1.2 to this
Agreement;
(2) the liabilities connected with the core aviation business
respectively owned by CEA Northwest and CEA Yunnan as at the
execution date of this Agreement; for the particulars of the same,
please refer to, respectively, Tables 9 and 10 of the Detailed Asset
Appraisal Tables attached to Schedules 1.1 and 1.2 to this
Agreement;
(3) the assets leased by CEA Northwest and CEA Yunnan from third parties
as at the execution date of this Agreement, as set out in Schedules
2.1 and 2.2 to this Agreement, including but not limited to all
their leased aircrafts, whether leased under finance leases or
operating leases;
(4) all routes operated by CEA Northwest and CEA Yunnan as at the
execution date of this Agreement, as set out in Schedule 3 to this
Agreement;
(5) the personnel of CEA Northwest and CEA Yunnan as at the execution
date of this Agreement, as set out in Schedule 4 to this Agreement;
and
(6) the major contracts which have been signed and are currently being
performed by CEA Northwest and CEA Yunnan in connection with the
operation of their core air transportation business as at the
execution date of this Agreement.
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3. CONSIDERATION FOR ASSIGNMENT
3.1 According to the "Report on the Appraisal of the Part of the Core Business
Assets and Associated Liabilities of China Eastern Air Northwest Company
To Be Assigned by China Eastern Air Holding Company" (ref. ▇▇▇▇▇ ▇▇▇ Ping
Bao Zi (2005) No. 22-1) and the "Report on the Appraisal of the Part of
the Core Business Assets and Associated Liabilities of China Eastern Air
Yunnan Company To Be Assigned by China Eastern Air Holding Company" (ref.
▇▇▇▇▇ ▇▇▇ Ping Bao Zi (2005) No. 22-2) issued by China Consultants of
Accounting and Financial Management Co., Ltd. on April 18, 2005, December,
31, 2004 as the Reference Date, the total value of the assets and
liabilities comprising the Core Aviation Business and Associated Assets to
be transferred by the Assignor to the Assignee under this Agreement is
Nine Billion Five Hundred Forty-one Million Eight Hundred Ninety-two
Thousand and Four Hundred Yuan Renminbi Exactly (RMB9,541,892,400) and
Eight Billion Five Hundred Fifty-six Million One Hundred Ninety-nine
Thousand and Six Hundred Yuan Renminbi Exactly (RMB8,556,199,600)
respectively, and the value of the assets net of liabilities is Nine
Hundred Eighty-five Million Six Hundred Ninety-two Thousand and Eight
Hundred Yuan Renminbi Exactly (RMB985,692,800). The parties agree that the
price for the assignment of the Core Aviation Business and Associated
Assets as stipulated in Clause 2 of this Agreement is preliminarily set at
Nine Hundred Eighty-five Million Six Hundred Ninety-two Thousand and Eight
Hundred Yuan Renminbi Exactly (RMB985,692,800).
3.2 The parties agree that, after the formal entry into effect of this
Agreement, the Assignor and the Assignee shall jointly retain an
accountant registered in China to conduct an audit of the gains and losses
derived from the Core Aviation Business and Associated Assets during the
period between the Reference Date and the Effective Date in accordance
with the generally accepted accounting principles of China. The Final
Price for the assignment of the Core Aviation Business and Associated
Assets as stipulated in this Agreement shall be the Preliminary Assignment
Price plus the audited gain or loss.
4. PAYMENT
4.1 Within five days of the Effective Day, the Assignee shall pay the Assignor
70% of the Preliminary Assignment Price stipulated in Clause 3.1 of this
Agreement, being Six Hundred Eighty-nine Million Nine Hundred Eighty-four
Thousand Nine Hundred and Sixty Yuan Renminbi Exactly (RMB689,984,960).
4.2 The Assignee shall pay the balance of the Final Assignment Price, after
subtraction of 70% of the Preliminary Assignment Price paid as stipulated
in Clause 4.1 of this Agreement, within 15 days as from the date when all
the following conditions are satisfied:
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(1) the issuance by the accountant registered in China of the audit
report on the gains and losses derived from the Core Aviation
Business and Associated Assets during the period between the
Reference Date and the Effective Date;
(2) the consent of other shareholders of CEA Northwest and CEA Yunnan to
the assignment by CEA Northwest and CEA Yunnan of the equity and
interest assets contained in the Core Aviation Business and
Associated Assets to the Assignee, and a waiver from such
shareholders of their pre-emptive right of purchase;
(3) the consent of the lessors of all aircrafts operated by CEA
Northwest and CEA Yunnan under finance leases and operating leases
and included in the Core Aviation Business and Associated Assets,
and that of other related third parties to the change in the lessee
of the relevant aircrafts from CEA Northwest or CEA Yunnan to the
Assignee; and
(4) the consent of the creditors of the liabilities contained in the
Core Aviation Business and Associated Assets to the relevant debtor
being changed from CEA Northwest or CEA Yunnan to the Assignee.
5. ASSUMPTION OF LIABILITIES
Other than the liabilities stated in Tables 9 and 10 of the Detailed
Assets Appraisal Tables respectively attached to Schedules 1-1 and 1-2 to
this Agreement, the Assignee shall not be held liable for any other
liabilities of CEA Northwest or CEA Yunnan (including contingent
liabilities), or any indemnification, claim or compensation which may
arise from the assignment, and such liabilities, indemnification, claims
and compensation shall be borne by the Assignor and/or CEA Northwest or
CEA Yunnan.
6. EFFECTIVENESS OF AGREEMENT
Once the legal representatives or the authorized representatives of the
parties have signed this Agreement and affixed the official seals of the
parties, it shall come into effect on the last day of the month in which
all of the following conditions are satisfied:
(1) the result of the appraisal of the Core Aviation Business and
Associated Assets of the Assignor is approved by the State-Owned
Assets Supervision and Administration Commission of the State
Council;
(2) the economic activities of the Assignor assigning the Core Aviation
Business and Associated Assets by agreement to the Assignee is
approved by the
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State-Owned Assets Supervision and Administration Commission of the
State Council; and
(3) a resolution in respect of the Assignee's acquisition of the Core
Aviation Business and Associated Assets from the Assignor is adopted
at a general meeting of the shareholders of the Assignee where the
connected shareholders recused themselves.
7. TRANSFER OF RIGHTS AND OBLIGATIONS
The parties to this Agreement hereby agree that the ownership of, or right
to use, the Core Aviation Business and Associated Assets as well as the
corresponding obligations shall in principle pass from the Assignor to the
Assignee as from the Effective Day (including the Effective Day). However,
the transfer of the rights in, and the obligations relating to, the assets
included in the associated assets which require the consent of third
parties as stipulated in Clause 4.2 of this Agreement shall only be deemed
completed once such consent has been obtained from the relevant third
parties.
8. HANDOVER OF BUSINESS AND ASSETS AND TRANSFER OF RISKS
8.1 Commencing on the Effective Date, the Assignor and the Assignee shall
carry out the procedures for the handover of the Core Aviation Business
and Associated Assets in accordance with the principles set forth below,
and the risks associated with such business and assets shall pass from the
Assignor to the Assignee on the date of actual delivery of the relevant
assets:
(1) The Assignor, CEA Northwest and CEA Yunnan shall directly transfer
actual possession of the assets and interests set forth in Tables 3
to 8 of the Detailed Asset Appraisal Tables respectively attached to
Schedules 1-1 and 1-2 to this Agreement to the Assignee and, where
registration of the assignment is required under relevant laws, they
shall novate the relevant registration to the Assignee.
(2) The Assignor, CEA Northwest and CEA Yunnan shall transfer the
liabilities set forth in Tables 9 and 10 of the Detailed Asset
Appraisal Tables respectively attached to Schedules 1-1 and 1-2 to
this Agreement to the Assignee upon obtaining the consent of the
original creditors.
(3) Regarding the leased assets set out in Schedules 2-1 and 2-2 to this
Agreement, the Assignor, CEA Northwest and CEA Yunnan shall, upon
obtaining the consent of the lessors, novate the relevant lease
contracts to the Assignee, and shall transfer actual possession of
the relevant assets to the Assignee.
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(4) Regarding the routes set out in Schedule 3 to this Agreement, the
Assignor, CEA Northwest and CEA Yunnan shall be responsible for
obtaining the consent of the Civil Aviation Administration of China
and shall novate the relevant route approval documents to the
Assignee.
(5) Regarding the incumbent staff set out in Schedule 4 to this
Agreement, the Assignor, CEA Northwest and CEA Yunnan shall, upon
obtaining the consent of the relevant personnel, terminate the
employment contracts made with them and shall procure their entering
into new employment contracts with the Assignee.
(6) Regarding the major contracts which have been entered into and are
being performed by CEA Northwest and CEA Yunnan for the purpose of
operating their core aviation business, the Assignor, CEA Northwest
and CEA Yunnan shall, upon obtaining the consent of the original
counterparties thereto, novate the contracts to the Assignee.
8.2 The Assignor shall, within five working days of the Effective Date,
actually deliver the Core Aviation Business and Associated Assets into the
possession of the Assignee, and shall transfer into the custody of the
Assignee the originals of all relevant contracts, deeds, agreements,
undertakings, letters of guarantee, letters of credit, insurance policies
and other relevant documents.
8.3 Regarding the transfer of those parts of the Core Aviation Business and
Associated Assets for which an amendment of registration or registration
is required under the laws of China, the Assignor shall promptly complete
the relevant amendment or registration procedures within 90 days, and the
Assignee shall actively give its cooperation to the Assignor.
8.4 The parties to this Agreement hereby agree that during the period between
the date of execution of this Agreement and the actual date of delivery of
the Core Aviation Business and Associated Assets or the date of actual
completion of the relevant amendment or registration procedures, the
Assignor, CEA Northwest and CEA Yunnan shall hold and diligently and
dutifully manage the relevant Core Aviation Business and Associated Assets
for and on behalf of the Assignee.
9. TAXES AND FEES
9.1 For the purpose of Clause 9.2, the term "taxes and fees" means all the
taxes levied by State, provincial and municipal government agencies or
paid to the abovementioned governments or agencies, including but not
limited to the taxes and fees levied on gross profits, net profits,
income, revenues, sales, transactions, patents and other intellectual
property rights, tangible and intangible assets, and
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movables and real estates (including those on their purchase and sale,
assignment, bequest, disposal, ownership, use or possession), and
including but not limited to income tax, business tax, value-added tax,
consumption tax, customs duties, stamp duties, deductions and withholding
tax.
9.2 The Assignor shall bear all taxes and fees arising from or in connection
with the Core Aviation Business and Associated Assets prior to the
Effective Date (excluding the Effective Date), whether the same are
actually collected or paid before or after the Effective Date, and the
taxes arising after the Effective Date (including the Effective Date)
shall be borne by the Assignee.
9.3 Unless stipulated otherwise in this Agreement, each party agrees to bear
the taxes and all other expenses incurred by it in connection with its
performance of this Agreement.
10. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
10.1 Each party to this Agreement gives the following representations,
warranties and undertakings to each of the other parties:
(1) it is an independent legal person established in accordance with the
laws of China, with a valid and effective enterprise business
license, and has full authority to engage in the businesses set out
in the scope of business on its business license;
(2) it has full legal rights, powers and authority to enter into this
Agreement and to perform its duties and obligations under this
Agreement; and
(3) no provision of this Agreement is in contravention of its
constitutive documents or the laws and regulations of China or of
any agreement executed with a third party.
10.2 The Assignor, CEA Northwest and CEA Yunnan jointly give the following
representations, warranties and undertakings to the Assignee:
(1) their signing of this Agreement and performance of their duties and
obligations under this Agreement, including but not limited to the
assignment of the Core Aviation Business and Associated Assets to
the Assignee, do not contravene their constitutive documents or any
contract or agreement to which they are a party, or any provision of
applicable laws;
(2) all documents and information provided by them to the Assignee and
to the intermediaries engaged by the Assignee are true, and the
copies provided are consistent with the originals;
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(3) they are the legal owners of the Core Aviation Business and
Associated Assets and they have not encumbered the Core Aviation
Business and Associated Assets with any lien, mortgage or other
third party interests (other than those disclosed in the Asset
Appraisal Reports and the Financial Audit Reports);
(4) as of the Effective Date, there is no litigation, claim, legal
proceeding, administrative proceeding or other legal procedure
pending or, to their knowledge, threatened or potentially
threatening against them and which is causing or may cause a delay
in, a limitation on, an adverse impact on or an impediment to the
performance of their obligations under this Agreement;
(5) in addition to the approval from the State-Owned Assets Supervision
and Administration Commission of the State Council, the Assignor has
obtained all the approvals, permissions, consents and/or
registrations from relevant government agencies necessary to make
the assignment of the Core Aviation Business and Associated Assets
under this Agreement legal and valid;
(6) as at the Effective Date, the Assignor has obtained the consent of a
majority of the creditors of the liabilities included in the Core
Aviation Business and Associated Assets to be assigned to the
Assignee, and the consent of a majority of the lessors of the leased
assets to be assigned to the Assignee, agreeing to the assignment of
the relevant liabilities and leases to the Assignee; regarding that
portion of the liabilities and leased assets for which the consent
of creditors or lessors has not yet been obtained, the Assignor
warrants that it will obtain such consents as soon as possible;
(7) as at the Effective Date, the Assignor has obtained the consent of a
majority of the counterparties to the contracts or agreements which
are necessary for the normal use or operation of the Core Aviation
Business and Associated Assets, agreeing to the assignment of the
relevant contracts or agreements to the Assignee or to the execution
of new contracts with the relevant third parties, and to performance
of such contracts or agreements being continued by the Assignee;
regarding those contracts or agreements for which the consents of
the counterparties have not yet been obtained, the Assignor warrants
that it will obtain such consents as soon as possible;
(8) as soon as possible after the Effective Date, the Assignor will be
responsible for novating to the Assignee all of CEA Northwest's and
CEA Yunnan's route operation permits, flight operation permits and
their other permits, registration certificates and recordals
necessary for the normal use and operation of the Core Aviation
Business and Associated Assets; and
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(9) during the period between the date of execution of this Agreement
and the date of completion of the procedures for the hand over of
the Core Aviation Business and Associated Assets, the Assignor, CEA
Northwest and CEA Yunnan will manage the Core Aviation Business and
Associated Assets in a normal, diligent and dutiful manner.
10.3 All representations, warranties and undertakings set out in this Clause
are separate and independent and, unless stipulated otherwise, shall not
be limited by any other terms or provisions of this Agreement.
11. NON-COMPETITION UNDERTAKING
The Assignor, CEA Northwest and CEA Yunnan jointly undertake that, once
the transfer of the Core Aviation Business and Associated Assets under
this Agreement is complete, the Assignor, CEA Northwest and CEA Yunnan
shall not, and shall procure and warrant that their affiliates and the
companies in which they have an equity stake shall not, in any manner
(including, without limitation, in the form of a wholly-owned enterprise,
the establishment of an equity joint venture, the holding of shares or
options of, or other interests in, another company or enterprise or by
adopting any other form of cooperation) to invest or participate in,
operate or assist in operating, whether directly or indirectly, any
business which is or may be in direct or indirect competition with the air
transport business engaged in by the Assignee, or hold any rights or
interests in any such competing business through any third party.
12. COMPENSATION
12.1 In addition to the liabilities expressly set out in Tables 9 and 10 of the
Detailed Asset Appraisal Tables attached to Schedules 1-1 and 1-2 to this
Agreement, the Assignor shall bear all liabilities for any liabilities or
compensation arising due to any cause relating to the Core Aviation
Business and Associated Assets which occured or existed before the
Effective Date, and shall be obliged to hold the Assignor harmless against
any litigation, arbitration, claim, administrative proceedings or other
legal procedures which may arise from the abovementioned cause.
12.2 If the Assignee suffers any loss or damage due to any cause relating to
the Core Aviation Business and Associated Assets which occured or existed
before the Effective Date, the Assignor, CEA Northwest and CEA Yunnan
shall be jointly and severally liable for compensating the Assignee.
12.3 If any party to this Agreement suffers any loss or damage due to a breach
by any other party of any of its representations, warranties or
undertakings given under
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this Agreement, the breaching party shall compensate the non-breaching
party in full.
12.4 The compensation mentioned in Clause 12.1,12.2 and 12.3 shall include but
not be limited to any payment, cost or expense arising from or in
connection with the resolution of such claims, or enforcement of any
judgment or decision concerning such claims.
12.5 Any claim for compensation made by any party hereto pursuant to this
Clause shall be in writing, and shall include a reasonable and detailed
description of the facts and reasons relating to the claim.
13. FORCE MAJEURE
If any party is prevented from performing its relevant obligations under
this Agreement in accordance with the agreed conditions due to an event of
force majeure which was unforeseeable and the occurrence and consequences
of which were unavoidable and insurmountable, it shall immediately notify
the other parties of the relevant circumstances, and shall within 15 days
furnish the relevant details and valid documentation evidencing the reason
why it cannot wholly or partly perform its relevant obligations under this
Agreement or why it is required to delay performance of the same. The
parties shall decide, through consultations, whether to terminate or
partly waive or defer the performance of such obligations depending on the
extent to which the force majeure affected performance of the same.
14. CONFIDENTIALITY
14.1 Unless otherwise required by laws or the relevant regulatory authority,
without the written consent of the other parties, no party shall provide
or divulge to any company, enterprise, organization or individual any
information or data on the execution or performance of this Agreement, or
any non-public information or data on the operations and business of the
other parties as may be obtained in the course of this transaction.
14.2 The abovementioned restriction shall not apply to: (1) any information
which, at the time of disclosure, was already in the public domain; or (2)
any of the above confidential information which a party to this Agreement
needs to disclose to its legal or financial advisors for the purpose of
carrying on its normal operations.
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15. GOVERNING LAW
The formation, validity, interpretation and performance of this Agreement
and the resolution of any dispute which may arise in connection with this
Agreement shall be governed by the laws of China.
16. RESOLUTION OF DISPUTES
16.1 Any dispute which arises among the parties regarding the validity,
interpretation or performance of this Agreement shall, in the first
instance, be resolved by the parties through consultations. If
consultations fail to resolve the dispute within 30 days of its arising,
any party shall have the right to bring an action in the People's Court in
Changning District, Shanghai.
16.2 With the exception of the disputed provisions, during the period of
dispute resolution, such resolution shall not affect the continued
performance of the other terms of this Agreement.
17. MISCELLANEOUS
17.1 This Agreement and the Schedules hereto and all other documents signed or
delivered pursuant to or in connection with this Agreement constitute the
entire agreement between the parties with respect to the subject matter
hereof, and supersede all agreements or understandings (whether written or
oral) of the parties with respect thereto made prior to the signing of
this Agreement.
17.2 The parties may supplement or amend this Agreement by way of a written
agreement. Any agreement duly signed by the parties for amending or
supplementing this Agreement shall constitute an integral part of this
Agreement and shall have the same legal validity and effect as this
Agreement.
17.3 If any provision of this Agreement is rendered invalid or unenforceable as
a result of its violating a relevant law, the provision shall only be
regarded as invalid to the applicable extent of such relevant law, and
such invalidity shall not affect the legal validity of any other
provisions of this Agreement.
17.4 No failure or delay on the part of any party in exercising any right under
this Agreement will operate as a waiver thereof, nor will any single or
partial exercise of such right preclude any future exercise thereof.
17.5 Any notice or communication issued in connection with this Agreement shall
be made in writing and sent to the respective addresses of the parties as
set out below or such other addresses as may be notified by the parties in
writing from time to time. Such notice shall be deemed served as follows:
(1) if delivered
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by hand, on delivery; (2) if sent by fax, upon receipt by the sender of an
error-free confirmation of transmission; or (3) if sent by courier, at the
time indicated on the acknowledgement of receipt.
Assignor:
Address: 2550 Hong Qiao Road, Shanghai
Postcode: 200335
Telephone: ▇▇▇ ▇▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇▇▇▇▇
CEA Northwest:
Address: ▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇'▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇
Telephone: ▇▇▇ ▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇▇▇▇
CEA Yunnan:
Address: Kunming International Airport, Yunnan
Postcode: 650200
Telephone: ▇▇▇▇ ▇▇▇▇▇▇▇
Fax: ▇▇▇▇ ▇▇▇▇▇▇▇
Assignee:
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇▇▇▇▇▇
Fax:▇▇▇-▇▇▇▇▇▇▇▇
17.6 The execution of this Agreement may be accomplished (1) by all the parties
signing on the execution page simultaneously; or (2) by each party signing
the execution page in different places separately. This Agreement is made
in twelve copies, of which the four parties shall each hold one copy. The
remaining copies shall be submitted to the relevant authorities for
approval or recordal purposes. All copies shall have the same effect.
4-16
IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to sign and deliver this Agreement on the date first written
above.
China Eastern Air Holding Company
Signature: /s/ Li Fenghua
(Seal)
China Eastern Air Northwest Company
Signature: /s/ Liu Xingchen
(Seal)
China Eastern Air Yunnan Company
Signature: /s/ Li Mingdao
(Seal)
China Eastern Airlines Corporation Limited
Signature: /s/ Luo Chaogeng
(Seal)
4-17
