10 x BOEING 787-8 + 2 x Engine GEnx-1B70/P2 for sale
Owner: China Southern Airlines Company Limited (CSA)
CHINA SOUTHERN AIRLINES COMPANY LIMITED REQUEST FOR PROPOSAL
November 19th, 2024
To whom it may concern
(A) Background
China Southern Airlines Company Limited ("CSA") is considering to sell ten (10) self-owned Boeing 787-8 aircraft (the "Aircraft") and two (2) GEnx-1B70/P2 spare engines (the "Spare Engines") to a qualified purchaser (the "Purchaser") (the "Transaction"). Details of the Aircraft and the Spare Engines are set forth in Appendix A (Details of the Aircraft and the Spare Engines).
(B) Request for Proposal
If you are a purchaser capable of meeting the requirements in section (C) , you should submit a proposal for each and all of the Aircraft and the Spare Engines under the Transaction. The proposal shall strictly comply with the conditions and the specific requirements set forth in this Request for Proposal (the "RFP). Please note that CSA will NOT accept any proposal only for some (but not all) of the Aircraft or the Spare Engines. The relevant specification, current technical condition and status for the Aircraft and the Spare Engines (the "Technical Information") will be provided to you once you pass the verification of “Qualification of Purchaser” and are determined as a "Qualified Purchaser".
CSA will evaluate your proposal from the economic analysis perspective and based on whether your proposal has met the conditions and requirements as set out in this RFP and/or from other relevant aspects. CSA reserves the right to refuse your proposal under any circumstance.
Please note that this RFP and your proposal are only the preliminary negotiation on intention between the parties and shall not constitute the final documents of the Transaction (or any part thereof) or be binding on CSA. Should CSA decide to proceed with the Transaction, based on the relevant regulatory requirements, the Transaction will be conducted through a public bidding process in an assets exchange in the People’s Republic of China ("PRC") selected by the CSA (the "Assets Exchange"). You shall pay attention to information of the Transaction publicly released by the Assets Exchange and participate in the bidding.
This Transaction shall be subject to the approval of the board of directors of CSA.
(C) Qualification of Purchaser
Companies participating in the RFP process must meet the following conditions and provide the relevant supporting documentation (including without limitation the constitutional documents and licenses, financial statements, company structure chart, commitment letter(s) and such other document requested by CSA(if any)):
The Purchaser shall be a company duly incorporated and validly existing, with sound creditworthiness and capabilities to perform its obligations. Based on the evaluation of the financial condition of the Purchaser, CSA shall have the right to require guarantee or other credit support from a third party in respect of the obligations of the Purchaser. If the Purchaser is a company domiciled or incorporated outside of the PRC, the country in which the Purchaser is domiciled or incorporated shall maintain normal diplomatic relations with the PRC;
1. None of the Purchaser, any of its Affiliates (collectively, the “Purchaser Group Member”), nor any third party providing guarantee or support for the Purchaser (if any) is involved, or has been involved, in any legal dispute, litigation, arbitration or administrative proceedings against CSA and/or any of its Affiliates (collectively, the “CSA Group Member”); none of the Purchaser Group Member and any third party providing guarantee or support for the
Purchaser (if any) does not employ and shall not have employed any directors, supervisors and senior management of any entities which have or have had legal disputes, or litigation, arbitration or administrative proceedings against any CSA Group Member, and will not employ the aforesaid persons prior to delivery of all Aircraft and Spare Engines.
The term "Affiliate" referred to in the preceding paragraph means, with respect to any natural or legal person, another natural or legal person directly or indirectly controlling, controlled by or under common control with such person.
2. Each of the Purchaser Group Member and any third party providing guarantee or support for the Purchaser (if any), and/or any individual having control over, or serving as the senior management of, the aforementioned entities shall abide by PRC laws and comply with any sanctions or similar measures issued by the government of the PRC or the United Nations.
(D) Structure of Transaction
CSA will transfer the title of the Aircraft and the Spare Engines to the Purchaser through a public bidding process in the Assets Exchange. The Purchaser will obtain the title of the Aircraft and the Spare Engines through a public bidding process in the Assets Exchange, and the purchase price of the Aircraft and the Spare Engines shall be determined by the bidding results. The title of the Aircraft and the Spare Engines will be transferred from CSA to the Purchaser after the completion of public bidding process and the full payment of purchase price by the Purchaser.
(E) Requirements in respect of Sale
Purchase Price:The purchase price of each Aircraft and Spare Engine set forth herein is exclusive of any taxes (the taxes to be charged upon the sale and purchase of the Aircraft and the Spare Engines shall be paid and indemnified by the Purchaser to CSA separately).
Payment:The Purchase Price and the relevant taxes shall be paid in one lump sum prior to the delivery of the relevant Aircraft/Spare Engine.
Delivery Condition:The Aircraft and the Spare Engines will be delivered "as is, where is".
Delivery Schedule:The Aircraft and the Spare Engines are expected to be delivered during 2025 and 2026.
Documentation:The sale and purchase agreement will be prepared by CSA and be disclosed to the Assets Exchange.
(F) Verification of Purchaser’s Qualification
If you are interested in the Transaction, please send an email to all of the following contact persons before 24:00 of November 25th 2024 Beijing time, attaching the corresponding supporting documentation in relation to the requirements set out in section (C) above: 1) constitutional documents and licenses and, 2) financial statements and, 3) company structure chart and, 4) commitment letter(s) as attached, CSA will review and verify your qualification and send the Technical Information to all the Qualified Purchasers by e-mail before 24:00 of November 30th 2024 Beijing time.
(G) Submission of Proposal
Please send the electronic version of the authorized and signed proposal to all of the above email addresses on or before 24:00 of December 16th 2024 Beijing time. Any document received after the deadline shall be void.
The proposal shall expressly set out the proposed purchase price for each and all of the Aircraft and the Spare Engines as required; it shall contain expressly acceptance of the technical conditions set out in the Technical Information you have received.
(H) Modifications to RFP
Before the deadline of the proposal mentioned in section (G) above, CSA has the right to decide whether to modify the content of the RFP, and will notify you in a timely manner if there is any modification. If you have any modification request on the sale requirements listed in section (E) above, you may provide feedback to CSA before the aforementioned deadline. However, any feedback on the technical conditions shall not be more stringent comparing to those set out in the Technical Information.
(I) Evaluation of Proposal
For the Transaction, CSA intends to conduct one (1) round of evaluation of the proposals.
After you have submitted the proposal, CSA will firstly evaluate whether your proposal complies with the requirements of (i) this RFP and (ii) the technical conditions set out in the Technical Information. For proposals from the Qualified Purchasers which meet all of the above requirements, CSA will then select one or more from and invite the Qualified Purchasers (ranked from the highest purchase price to the lowest purchase price, with the highest offer ranking first) to participate in the negotiation.
(J) Confidentiality
Please note that any information disclosed to you by CSA concerning this Transaction shall be kept strictly confidential. Without the prior written consent of CSA, such information shall not be disclosed to any third party.
10 x BOEING 787-8 + 2 x Engine GEnx-1B70/P2 for sale
Owner: China Southern Airlines Company Limited (CSA)
CHINA SOUTHERN AIRLINES COMPANY LIMITED REQUEST FOR PROPOSAL
November 19th, 2024
To whom it may concern
(A) Background
China Southern Airlines Company Limited ("CSA") is considering to sell ten (10) self-owned Boeing 787-8 aircraft (the "Aircraft") and two (2) GEnx-1B70/P2 spare engines (the "Spare Engines") to a qualified purchaser (the "Purchaser") (the "Transaction"). Details of the Aircraft and the Spare Engines are set forth in Appendix A (Details of the Aircraft and the Spare Engines).
(B) Request for Proposal
If you are a purchaser capable of meeting the requirements in section (C) , you should submit a proposal for each and all of the Aircraft and the Spare Engines under the Transaction. The proposal shall strictly comply with the conditions and the specific requirements set forth in this Request for Proposal (the "RFP). Please note that CSA will NOT accept any proposal only for some (but not all) of the Aircraft or the Spare Engines. The relevant specification, current technical condition and status for the Aircraft and the Spare Engines (the "Technical Information") will be provided to you once you pass the verification of “Qualification of Purchaser” and are determined as a "Qualified Purchaser".
CSA will evaluate your proposal from the economic analysis perspective and based on whether your proposal has met the conditions and requirements as set out in this RFP and/or from other relevant aspects. CSA reserves the right to refuse your proposal under any circumstance.
Please note that this RFP and your proposal are only the preliminary negotiation on intention between the parties and shall not constitute the final documents of the Transaction (or any part thereof) or be binding on CSA. Should CSA decide to proceed with the Transaction, based on the relevant regulatory requirements, the Transaction will be conducted through a public bidding process in an assets exchange in the People’s Republic of China ("PRC") selected by the CSA (the "Assets Exchange"). You shall pay attention to information of the Transaction publicly released by the Assets Exchange and participate in the bidding.
This Transaction shall be subject to the approval of the board of directors of CSA.
(C) Qualification of Purchaser
Companies participating in the RFP process must meet the following conditions and provide the relevant supporting documentation (including without limitation the constitutional documents and licenses, financial statements, company structure chart, commitment letter(s) and such other document requested by CSA(if any)):
The Purchaser shall be a company duly incorporated and validly existing, with sound creditworthiness and capabilities to perform its obligations. Based on the evaluation of the financial condition of the Purchaser, CSA shall have the right to require guarantee or other credit support from a third party in respect of the obligations of the Purchaser. If the Purchaser is a company domiciled or incorporated outside of the PRC, the country in which the Purchaser is domiciled or incorporated shall maintain normal diplomatic relations with the PRC;
1. None of the Purchaser, any of its Affiliates (collectively, the “Purchaser Group Member”), nor any third party providing guarantee or support for the Purchaser (if any) is involved, or has been involved, in any legal dispute, litigation, arbitration or administrative proceedings against CSA and/or any of its Affiliates (collectively, the “CSA Group Member”); none of the Purchaser Group Member and any third party providing guarantee or support for the
Purchaser (if any) does not employ and shall not have employed any directors, supervisors and senior management of any entities which have or have had legal disputes, or litigation, arbitration or administrative proceedings against any CSA Group Member, and will not employ the aforesaid persons prior to delivery of all Aircraft and Spare Engines.
The term "Affiliate" referred to in the preceding paragraph means, with respect to any natural or legal person, another natural or legal person directly or indirectly controlling, controlled by or under common control with such person.
2. Each of the Purchaser Group Member and any third party providing guarantee or support for the Purchaser (if any), and/or any individual having control over, or serving as the senior management of, the aforementioned entities shall abide by PRC laws and comply with any sanctions or similar measures issued by the government of the PRC or the United Nations.
(D) Structure of Transaction
CSA will transfer the title of the Aircraft and the Spare Engines to the Purchaser through a public bidding process in the Assets Exchange. The Purchaser will obtain the title of the Aircraft and the Spare Engines through a public bidding process in the Assets Exchange, and the purchase price of the Aircraft and the Spare Engines shall be determined by the bidding results. The title of the Aircraft and the Spare Engines will be transferred from CSA to the Purchaser after the completion of public bidding process and the full payment of purchase price by the Purchaser.
(E) Requirements in respect of Sale
Purchase Price:The purchase price of each Aircraft and Spare Engine set forth herein is exclusive of any taxes (the taxes to be charged upon the sale and purchase of the Aircraft and the Spare Engines shall be paid and indemnified by the Purchaser to CSA separately).
Payment:The Purchase Price and the relevant taxes shall be paid in one lump sum prior to the delivery of the relevant Aircraft/Spare Engine.
Delivery Condition:The Aircraft and the Spare Engines will be delivered "as is, where is".
Delivery Schedule:The Aircraft and the Spare Engines are expected to be delivered during 2025 and 2026.
Documentation:The sale and purchase agreement will be prepared by CSA and be disclosed to the Assets Exchange.
(F) Verification of Purchaser’s Qualification
If you are interested in the Transaction, please send an email to all of the following contact persons before 24:00 of November 25th 2024 Beijing time, attaching the corresponding supporting documentation in relation to the requirements set out in section (C) above: 1) constitutional documents and licenses and, 2) financial statements and, 3) company structure chart and, 4) commitment letter(s) as attached, CSA will review and verify your qualification and send the Technical Information to all the Qualified Purchasers by e-mail before 24:00 of November 30th 2024 Beijing time.
(G) Submission of Proposal
Please send the electronic version of the authorized and signed proposal to all of the above email addresses on or before 24:00 of December 16th 2024 Beijing time. Any document received after the deadline shall be void.
The proposal shall expressly set out the proposed purchase price for each and all of the Aircraft and the Spare Engines as required; it shall contain expressly acceptance of the technical conditions set out in the Technical Information you have received.
(H) Modifications to RFP
Before the deadline of the proposal mentioned in section (G) above, CSA has the right to decide whether to modify the content of the RFP, and will notify you in a timely manner if there is any modification. If you have any modification request on the sale requirements listed in section (E) above, you may provide feedback to CSA before the aforementioned deadline. However, any feedback on the technical conditions shall not be more stringent comparing to those set out in the Technical Information.
(I) Evaluation of Proposal
For the Transaction, CSA intends to conduct one (1) round of evaluation of the proposals.
After you have submitted the proposal, CSA will firstly evaluate whether your proposal complies with the requirements of (i) this RFP and (ii) the technical conditions set out in the Technical Information. For proposals from the Qualified Purchasers which meet all of the above requirements, CSA will then select one or more from and invite the Qualified Purchasers (ranked from the highest purchase price to the lowest purchase price, with the highest offer ranking first) to participate in the negotiation.
(J) Confidentiality
Please note that any information disclosed to you by CSA concerning this Transaction shall be kept strictly confidential. Without the prior written consent of CSA, such information shall not be disclosed to any third party.
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