BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C. Application of ) ) BEIJING CAPITAL AIRLINES CO., LTD. ) ) Docket DOT-OST-2016- for an exemption pursuant to 49 U.S.C. 40109 ) and a foreign air carrier permit pursuant ) to 49 U.S.C. 41301 ( U.S.) ) ) APPLICATION OF BEIJING CAPITAL AIRLINES CO., LTD. FOR AN EXEMPTION AND FOREIGN AIR CARRIER PERMIT Communications with respect to this document should be addressed to: Josh Romanow PILLSBURY WINTHROP SHAW PITTMAN LLP 1200 Seventeenth Street, NW Washington, DC 20036 Phone: +1-202-663-8000 Fax: +1-202-663-8007 Email: romanow@pillsburylaw.com Charles F. Donley II PILLSBURY WINTHROP SHAW PITTMAN LLP 1200 Seventeenth Street, NW Washington, DC 20036 Phone: +1-202-663-8000 Fax: +1-202-663-8007 Email: charles.donley@pillsburylaw.com Counsel for BEIJING CAPITAL AIRLINES CO., LTD. DATED: August 30, 2016 NOTE: Any person may support or oppose this Application by filing an answer and serving a copy of the answer on counsel for Beijing Capital Airlines and upon each person served with this application. Answers to the exemption application are due by September 14, 2016; answers to the permit application are due by September 20, 2016. Beijing Capital Airlines intends to poll on this application and will advise the Department of the results. 2

BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C. Application of ) ) BEIJING CAPITAL AIRLINES CO., LTD. ) ) Docket DOT-OST-2016- for an exemption pursuant to 49 U.S.C. 40109 ) and a foreign air carrier permit pursuant ) to 49 U.S.C. 41301 ( U.S.) ) ) APPLICATION OF BEIJING CAPITAL AIRLINES CO., LTD. FOR AN EXEMPTION AND FOREIGN AIR CARRIER PERMIT BEIJING CAPITAL AIRLINES CO., LTD. ( Beijing Capital Airlines ), an air carrier of the People s Republic of, hereby applies, under the provisions of 49 U.S.C. 41301, and Subparts B and C of the Department s Rules of Practice in Proceedings (14 C.F.R. 302.201 and 302.301, et seq.), Part 211 of the Department s Economic Regulations (14 C.F.R. Part 211), and the Department s streamlined licensing procedures, 1 for an exemption and foreign air carrier permit authorizing it to engage in scheduled foreign air transportation of persons, property and mail from Hangzhou, (HGH) to Saipan, Northern Mariana Islands (SPN) pursuant to the Agreement between the Government of the United States of America and the Government of the People s Republic of Relating to Civil Air Transport, dated September 17, 1980, as amended (the U.S. Agreement ). Beijing Capital Airlines requests that the exemption authority sought herein remain in effect until the Department issues Beijing Capital Airlines the foreign air carrier permit requested herein. 1 See Notice in Docket OST-2005-22228 (Aug. 23, 2005). 1

In support of its application, Beijing Capital Airlines states as follows: 1. The applicant s full name is BEIJING CAPITAL AIRLINES CO., LTD. Its principal place of business is No. 3 North Cargo Road, Beijing Capital International Airport. Beijing Capital Airlines is a corporation established under the laws of. Beijing Capital Airlines Commercial License evidencing its organization and registration under the Beijing Administration for Industry and Commerce is attached hereto as Exhibit A. 211.20(a) 2. The government air transport authority with jurisdiction over Beijing Capital Airlines is the Civil Aviation Administration of ( CAAC ). The address of the CAAC is as follows: Civil Aviation Administration of, 155 Dongsi W. Street, Dongcheng, Beijing,. 211.20(b) 3. Authority Requested: Beijing Capital Airlines seeks authority to conduct scheduled foreign air transportation of persons, property, and mail between Hangzhou, (HGH) and Saipan, Northern Mariana Islands (SPN). Beijing Capital Airlines also seeks authority to conduct charters as authorized by Part 212 of the Department s regulations. 211.20(c) 4. Beijing Capital Airlines proposes to initially commence non-stop Hangzhou, (HGH) - Saipan, Northern Mariana Islands (SPN) service in the second quarter of 2017. Beijing Capital Airlines intends to operate this service with Airbus A-330 aircraft. 211.20(c) 5. Management: Information regarding Beijing Capital Airlines management is attached hereto as Exhibit B. 211.20(d) All of Beijing Capital Airlines management and key personnel are citizens of. 2

6. Statement of Ownership: Information regarding the ownership of Beijing Capital Airlines is attached hereto as Exhibit C. 211.20(e) Beijing Capital Airlines is a citizen of. It is owned entirely by citizens of : 56.8% is owned by Beijing Capital Airlines Holdings and 43.2% is owned by the Beijing Dingyu Equity Investment Fund. Beijing Capital Airlines Holdings has three owners, all of which are Chinese citizens: HNA Tourism Group Co., (50.4%), HNA Airlines Co., (19.6%) and the Beijing Jinghai Voyage Investment Co. Ltd (30%). Beijing Jinghai Voyage Investment Co. is owned by the Beijing Capital Tourism Group Co., which is owned entirely by the Beijing government. The Beijing Dingyu Equity Investment Fund is a limited partnership. Its controlling partner is Beijing Jinglv Shenghong Investment Management Limited Company, which holds 100% of the voting rights. The Beijing Jinglv Shenghong Investment Management Limited Company is 95% owned by the HNA Tourism Group Co.,, which is 100% owned by HNA Group Co., All entities are Chinese citizens. 211.20(g) 7. Beijing Capital Airlines neither directly nor indirectly has any interest in any of the entities listed below: 211.20(f) A. Any US carrier; B. Any other foreign carrier; C. Any persons engaged in the business of aeronautics; and D. Any common carrier, or any person whose principal business is the holding stock in, or control, of any air carrier. 8. Beijing Capital Airlines insurance meets the minimum requirements set forth in 14 C.F.R. 205. A copy of Beijing Capital Airlines OST Form 6411, Certificate of 3

Insurance, is attached hereto as Exhibit D. 211.20(h) 9. A copy of Beijing Capital Airlines Air Operator Certificate is attached as Exhibit E. 211.20(i) 10. Operating History: Beijing Capital Airlines has been operating in since November 16, 1998. Exhibit F provides additional background information on Beijing Capital Airlines and its operations. 211.20(j) 11. Fleet Composition: Beijing Capital Airlines fleet is described in more detail in Exhibit G. 211.20(k) 12. Maintenance: Beijing Capital Airlines base and line maintenance services are provided at Beijing, Haikou, Guangzhou, Sanya, Xian, Hangzhou, Shenyang,Nanjing and Lijiang maintenance facilities, and are performed by HNA Technik. Beijing Capital Airlines maintenance program complies with the provisions of ICAO Pilots and Airmen Annexes I, 6 (Part I), and 7. is a contracting state to the Chicago Convention and observes all applicable ICAO standards. 211.20(l) 13. Agreements: No cooperative arrangements or other agreements between Beijing Capital Airlines and any U.S. or foreign air carrier would affect the services that Beijing Capital Airlines proposes in this application. 211.20(m) 14. A required financial summary is attached hereto as Exhibit H. 211.20(n) 15. Beijing Capital Airlines receives very limited direct financial assistance from the People s Republic of. By the end of December 2015, Beijing Capital Airlines had received in total approximately $10.2 million in government assistance for various projects including technology upgrades. 211.20(o) 16. A forecast of traffic and financial results for the first full year of the proposed service 4

is attached hereto as Exhibit I. 211.20(p) 17. Designation: The authority requested herein is consistent with the terms of the U.S. Agreement. A copy of the designation by the Chinese Government for the authority requested by this application will be provided shortly. Included with this application is the CAAC s confirmation to Beijing Capital Airlines that it has been designated under the bilateral agreement. Exhibit J. 211.20(q) 18. s Policy with respect to United States Carriers: It is Beijing Capital Airlines understanding that the Government of would authorize services similar to those requested herein for a U.S. carrier under the bilateral agreement. Beijing Capital Airlines new service will provide additional non-stop travel opportunities to citizens of both the U.S. and, serve the interests of comity and reciprocity, benefit travelers in both countries, and will, therefore, serve the public interest. 2 211.20(r) 19. Tariff Violations/Accidents: Beijing Capital Airlines has not been involved in any tariff violations or fatal accidents in the past five years. 211.20(s) 20. Waiver of Warsaw Convention Liability Limits: A copy of Beijing Capital Airlines OST Form 4523 is attached hereto as Exhibit K. 211.20(t) 21. Foreign Air Carrier Family Support Act Plan: Beijing Capital Airlines plan will be submitted to the National Transportation Safety Board, with a copy to the appropriate docket at the Department. A copy is attached as Exhibit L. 22. Summary of Passenger Manifest Information Collection Procedures: Beijing Capital 2 That the authority sought by Beijing Capital Airlines in this application is authorized under a bilateral agreement is indicative that approval of this application is in the public interest. See S. REP. NO. 96-329, at 4 (1979), reprinted in 1980 U.S.C.C.A.N. 54, 57 ( [T]he negotiation of a bilateral agreement itself represents a determination by the Government of the United States that the grant of route authority provided for under the bilateral is in the public interest. ). 5

Airlines will collect the passenger manifest information required by 14 C.F.R 243 and will transmit that information to the U.S. Department of State in the event of an aviation disaster. A summary of Beijing Capital Airlines procedures is attached as Exhibit M. 23. Fuel Consumption: The operation proposed by Beijing Capital Airlines will not result in a near term increase in fuel consumption of ten million gallons or more. Consequently, grant of the authority requested herein will not constitute a major regulatory action under the Energy Policy and Conservation Act of 1975, as defined in 14 C.F.R 313.4(a)(1). 24. Verification: The verification required by 14 C.F.R 302.4(b) is attached hereto as Exhibit N. 25. Beijing Capital Airlines will be working with the FAA International Field Office in Los Angeles, California, to obtain its Part 129 Operations Specifications as quickly as possible. For the reasons set forth above, Beijing Capital Airlines is fully qualified to operate the services for which authority is here requested, and grant of the requested authority will serve the public interest. Beijing Capital Airlines requests that the exemption requested herein remain in effect until the Department issues it an effective permit. 6

WHEREFORE, based upon the foregoing information, Beijing Capital Airlines respectfully requests that it be granted an exemption and foreign air carrier permit to engage in scheduled and charter foreign air transportation of persons, property and mail as more fully described above. Respectfully submitted, Josh Romanow PILLSBURY WINTHROP SHAW PITTMAN LLP 1200 Seventeenth Street, NW Washington, DC 20036 Phone: +1-202-663-8000 Fax: +1-202-663-8007 Email: romanow@pillsburylaw.com Charles F. Donley II PILLSBURY WINTHROP SHAW PITTMAN LLP 1200 Seventeenth Street, NW Washington, DC 20036 Phone: +1-202-663-8000 Fax: +1-202-663-8007 Email: charles.donley@pillsburylaw.com Counsel for BEIJING CAPITAL AIRLINES CO., LTD. DATED: August 30, 2016 7

CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing application of Beijing Capital Airlines Co., for a foreign air carrier permit and exemption has been served by electronic mail this the 30 th day of August, 2016, upon each of the parties listed below. Chris Walker Alex Krulic Delta Air Lines, Inc. chris.walker@delta.com alex.krulic@delta.com Robert Wirick American Airlines, Inc. robert.wirick@aa.com Nancy S. Sparks Bailey Leopard Courtney Felts Federal Express Corporation gbleopard@fedex.com nssparks@fedex.com cefelts@fedex.com Russell E. Pommer Associate General Counsel & Sr. Director Regulatory Affairs Atlas Air Inc. rpommer@atlasair.com Anita Mosner Jennifer Nowak Counsel for UPS Holland & Knight anita.mosner@hklaw.com jennifer.nowak@hklaw.com Dan Weiss Steve Morrissey United Air Lines dan.weiss@united.com steve.morrissey@united.com Mark W. Atwood Counsel for Dynamic Airways matwood@cozen.com /s/ Melinda A. Hernandez Melinda A. Hernandez 8

TABLE OF EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K Exhibit L Exhibit M Exhibit N Certificate of Incorporation Management & Key Personnel Ownership OST Form 6411, Foreign Air Carriers Certificate(s) of Insurance Air Operator s Certificate and Business License Background, Operations, and International Route Structure List of Aircraft Financial Summary Forecast of Traffic and Financial Results (Intentionally Omitted) Designation OST Form 4523, Waiver of Warsaw Convention Liability Limits Foreign Air Carrier Family Support Act Plan Summary of 14 C.F.R. 243 Procedures (Passenger Manifest Collection Procedures) Verification

EXHIBIT A CERTIFICATE OF INCORPORATION Exhibit A-1

Exhibit A-2

Translation of Business License of BEIJING CAPITAL AIRLINES CO., LTD. Business License United Social Credit Code: 91110113708872779K Name: BEIJING CAPITAL AIRLINES CO., LTD. Type: Other Limited-Liability Company Address: Beijing, Shunyi District, Hou Sha Yu Town, Ji Xiang Industrial Park No. 5-1 Legal Person: Mr. Xu Xin Registered Capital: CNY 2,315,000,000 Date of Establishment: 16 th November, 1998 Date of Expiration: From 16 th November, 1998 to 15 th November, 2048 Scope of Business: Domestic (including Hong Kong, Macao and Taiwan) and international air passenger and cargo transportation business (general aviation operating license will expire on 24 th June, 2018); Executive rental flight and medical aid flight (excluding clinical activities); The hosting of aircraft and helicopter pilot operations; Concurrent-business insurance agency; Sales of arts and crafts products, mechanical equipment, cosmetics, daily necessities, electronic products; Import and export goods; Mechanical equipment leasing; Technical services; Design, produce, issue advertising and act as an advertising agent; Using the aircraft simulator to conduct a training business.(items that need to be approved according to the law shall carry out activities after approved by relevant departments) Issued by: Beijing Administration for Industry and Commerce Shunyi Branch 18 th July, 2016 Exhibit A-3

EXHIBIT B MANAGEMENT & KEY PERSONNEL* Name Designation Address Nationality Xu Xin Chairman Capital Airlines Building,No 3,North Cargo Road Beijing Capital International Airport, Beijing 100621, P.R.,. Xu Jun CEO & Operations Capital Airlines Building,No 3,North Cargo Road President Beijing Capital International Airport, Beijing 100621, P.R.,. Bai Minjie Vice President Capital Airlines Building,No 3,North Cargo Road Beijing Capital International Airport, Beijing 100621, P.R.,. Yao Xingyong Chief Safety Officer Capital Airlines Building,No 3,North Cargo Road Beijing Capital International Airport, Beijing 100621, P.R.,. Qu Tao Chief Flight Officer Capital Airlines Building,No 3,North Cargo Road Beijing Capital International Airport, Beijing 100621, P.R.,. Hong Qiyue Chief Maintenance Officer Capital Airlines Building,No 3,North Cargo Road Beijing Capital International Airport, Beijing 100621, P.R.,. Su Zhiyi Chief Branding Officer Capital Airlines Building,No 3,North Cargo Road Beijing Capital International Airport, Beijing 100621, P.R.,. Cui Xisong Chief Financial Officer Capital Airlines Building,No 3,North Cargo Road Beijing Capital International Airport, Beijing 100621, P.R.,. Wang Yinjun Marketing Director Capital Airlines Building,No 3,North Cargo Road Beijing Capital International Airport, Beijing 100621, P.R.,. Sun Li Human Resources Capital Airlines Building,No 3,North Cargo Road Director Beijing Capital International Airport, Beijing 100621, P.R.,. Li Feng Vice Chief Financial Capital Airlines Building,No 3,North Cargo Road Officer Beijing Capital International Airport, Beijing 100621, P.R.,. *None of the individuals listed in the table above is related by blood or marriage to any other individual(s) listed in Exhibit B. Exhibit B-1

Ownership of Beijing Capital Airlines: EXHIBIT C OWNERSHIP Name: Beijing Capital Airlines Holdings Address: 6 Anfu Road, Houshayu District, Beijing, 100000 Citizenship: People s Republic of Ownership interest: 56.8% Name: Beijing Dingyu Equity Investment Fund (limited partnership) Address: Zhongguancun Street, No. 18, Floor 8, 01-158, Haidian District, Beijing, 100000 Citizenship: People s Republic of Ownership interest: 43.2% Ownership of Beijing Capital Airlines Holdings Name: HNA Tourism Group, Company Limited Address: HNA Plaza, 2 Yi, Dongsanhuan North Road, Chaoyang District, Beijing, 100027 Citizenship: People s Republic of Ownership interest: 50.40% Principal Shareholder: 1. HNA Group Company Limited (100%), Citizenship: People s Republic of Name: Beijing Jinghai Voyage Investment Co. Ltd (Subsidiary of Beijing Tourism Group) Address: 10 YaBao Road, Chaoyang District, Beijing, 100020 Citizenship: People s Republic of Ownership interest: 30% Principal Shareholder: 1. Beijing Tourism Group Company Limited (100%), Citizenship: People s Republic of Name: HNA Airlines Co., Address: HNA Development Building, No. 7 Guoxing Road, Meilan District, Haikou, Hainan Province, 570203 Citizenship: People s Republic of Ownership interest: 19.60% Principal Shareholder: 1. Grand Air Co., Ltd (33.08%), Citizenship: People s Republic of Exhibit C-1

Dingyu Equity Investment Fund (limited partnership) Name: Beijing Jinglv Shenghong Investment Management Limited Company Address: 16 East Road, Bear Zhai Township, Pinggu District, Beijing, 100000 Citizenship: People s Republic of Voting interest: 100% Principal Shareholder: 1. HNA Tourism Group Co., (95%), which is 100% owned by HNA Group Co., Exhibit C-2

EXHIBIT D OST FORM 6411 FOREIGN AIR CARRIERS - CERTIFICATE OF INSURANCE Exhibit D-1

Exhibit D-2

Exhibit D-3

EXHIBIT E AIR OPERATOR S CERTIFICATE Exhibit E-1

Translation of Air Operators Certificate of Beijing Capital Airlines Co. Ltd A.T Registered No. 45 Public Air Transport Air Operators Certificate Examined and approved of the operation in accordance with the Civil Aviation Law of People s Republic of. Name: BEIJING CAPITAL AIRLINES CO., LTD. Address: Beijing, Shunyi District, Hou Sha Yu Town, Ji Xiang Industrial Park No. 5-1 Base Airport: Beijing Capital International Airport Business Entity Type: Limited Liability Company Registered Capital: CNY2,315,000,000 Legal Person: Hu Mingbo Scope of Operation: Domestic (including Hong Kong, Macao and Taiwan) and International passenger and cargo air transportation Validity: 2015/06/25 2018/06/24 Issued by: Civil Aviation Administration of, 11th August, 2015 Exhibit E-1

EXHIBIT F BACKGROUND, OPERATIONS AND INTERNATIONAL ROUTE STRUCTURE Beijing Capital Airlines was founded on November 16, 1998. Beijing Capital Airlines is a business unit of HNA Tourism. It is currently the 10 th largest airline company in operating 200 daily flights to more than 100 destinations. Beijing Capital Airlines business covers international and domestic business and tourism scheduled and charter flights, corporate jet rentals, air ambulance flights (excluding air medical care), aircraft management services, helicopter pilotage services, and concurrent-business insurance. Beijing Capital Airlines believes safety is the lifeline of a successful operation and attaches great importance to safety management. After more than a decade, it has acquired extensive experience in flight operations. Since its inception, it has had no accidents and it holds a better than the average safety record. Beijing Capital Airlines currently owns 63 Airbus aircraft (A319, A320, A321 and A330). The average age of the aircraft is less than 3 years with a reliable and remarkable record of performance. It is one of the youngest fleets in, and is the largest Airbus fleet in the country. Beijing Capital Airlines is committed to the development of international tourism routes. Over the past few years, it has opened international routes to Japan, Thailand, Korea, Maldives, Copenhagen, Madrid, and other destinations. In 2017, Beijing Capital Airlines plans to develop the North American market. Exhibit F-1

EXHIBIT G LIST OF AIRCRAFT Registration No. Aircraft Country of Registration Manufacture Serial Number Ownership Type Lessor Lessor Citizenship B-6199 AirbusA319-112 2644 Lease Hainan Airlines Company B-6210 AirbusA319-115 2557 Lease Changan Airlines Company B-6211 AirbusA319-115 2561 Lease Changan Airlines Company B-6215 AirbusA319-112 2611 Lease Changan Airlines Company B-6222 AirbusA319-112 2733 Lease Hainan Airlines Company B-6169 AirbusA319-112 2985 Lease B-6177 AirbusA319-112 3285 Lease Sky IIIGIIII Leasing Company Sky IIIGIIII Leasing Company B-6178 AirbusA319-112 3548 Lease Hainan Airlines Company B-6179 AirbusA319-112 3561 Lease Hainan Airlines Company B-6180 AirbusA319-132 3578 Lease Hainan Airlines Company B-6181 AirbusA319-133 3580 Lease Hainan Airlines Company B-6182 AirbusA319-132 3520 Lease Hainan Airlines Company Lessor Address HaiHang Building, 29 Haixiu Road, Haikou, Hainan Province 570206 B2402 Roomin Venture Plaza, No.48,Keji Road, HighTech Section, Xi an B2402 Roomin Venture Plaza, No.48,Keji Road, HighTech Section, Xi an B2402 Roomin Venture Plaza, No.48,Keji Road, HighTech Section, Xi an HaiHang Building, 29 Haixiu Road, Haikou, Hainan Province 570206 AIB International Center, International Financial Services Centre, Dublin, Ireland AIB International Center, International Financial Services Centre, Dublin, Ireland HaiHang Building, 29 Haixiu Road, Haikou, Hainan Province 570206 HaiHang Building, 29 Haixiu Road, Haikou, Hainan Province 570206 HaiHang Building, 29 Haixiu Road, Haikou, Hainan Province 570206 HaiHang Building, 29 Haixiu Road, Haikou, Hainan Province 570206 HaiHang Building, 29 Haixiu Road, Haikou, Hainan Province 570206 Exhibit G-1

B-6245 AirbusA319-133 3851 Lease Hainan Airlines Company HaiHang Building, 29 Haixiu Road, Haikou, Hainan Province 570206 B-6400 AirbusA319-132 3638 Lease Hainan Airlines Company HaiHang Building, 29 Haixiu Road, Haikou, Hainan Province 570206 B-6401 AirbusA319-132 3842 Lease Hainan Airlines Company HaiHang Building, 29 Haixiu Road, Haikou, Hainan Province 570206 B-6402 AirbusA319-132 3914 Lease Hainan Airlines Company HaiHang Building, 29 Haixiu Road, Haikou, Hainan Province 570206 B-6403 AirbusA319-132 3958 Lease Hainan Airlines Company HaiHang Building, 29 Haixiu Road, Haikou, Hainan Province 570206 B-6405 AirbusA319-132 3982 Lease Hainan Airlines Company HaiHang Building, 29 Haixiu Road, Haikou, Hainan Province 570206 B-6709 AirbusA320-232 4412 Lease Room2-B178,No.1 North Outer Ring Changjiang Leasing Company Road, Logistics and Processing Trade Zone, Tianjin Airport B-6710 AirbusA320-232 4440 Lease Room2-B178,No.1 North Outer Ring Changjiang Leasing Company Road, Logistics and Processing Trade Zone, Tianjin Airport B-6725 AirbusA320-232 4471 Lease Room2-B178,No.1 North Outer Ring Changjiang Leasing Company Road, Logistics and Processing Trade Zone, Tianjin Airport B-6723 AirbusA320-232 4483 Lease Room2-B178,No.1 North Outer Ring Changjiang Leasing Company Road, Logistics and Processing Trade Zone, Tianjin Airport B-6726 AirbusA320-232 4505 Lease Room2-B178,No.1 North Outer Ring Changjiang Leasing Company Road, Logistics and Processing Trade Zone, Tianjin Airport B-6727 AirbusA320-232 4513 Lease Room2-B178,No.1 North Outer Ring Changjiang Leasing Company Road, Logistics and Processing Trade Zone, Tianjin Airport B-6415 AirbusA319-133 4410 Lease Hainan Airlines Company HaiHang Building, 29 Haixiu Road, Haikou, Hainan Province 570206 B-6416 AirbusA319-133 4529 Lease Hainan Airlines Company HaiHang Building, 29 Haixiu Road, Haikou, Hainan Province 570206 B-6746 AirbusA320-232 4580 Owned Capital Airlines Building no. 3 North Beijing Capital Airlines Co., Cargo Road Beijing International Airport B-6747 AirbusA320-232 4540 Lease Changjiang Leasing Company Room2-B178,No.1 North Outer Ring Exhibit G-2

B-6748 AirbusA320-232 4602 Lease B-6795 AirbusA320-232 4677 Lease B-6858 AirbusA320-214 5008 Owned B-6859 AirbusA320-214 5072 Owned B-6769 AirbusA320-214 5114 Owned B-6898 AirbusA320-232 5185 Lease B-6952 AirbusA320-214 5331 Owned B-6958 AirbusA320-214 5216 Owned B-6867 AirbusA320-214 5471 Owned B-6869 AirbusA320-214 5630 Owned B-9962 AirbusA320-214 5656 Owned B-9961 AirbusA320-214 5722 Owned Changjiang Leasing Company Changjiang Leasing Company Beijing Capital Airlines Co., Beijing Capital Airlines Co., Beijing Capital Airlines Co., Changjiang Leasing Company Beijing Capital Airlines Co., Beijing Capital Airlines Co., Beijing Capital Airlines Co., Beijing Capital Airlines Co., Beijing Capital Airlines Co., Beijing Capital Airlines Co., Road, Logistics and Processing Trade Zone, Tianjin Airport Room2-B178,No.1 North Outer Ring Road, Logistics and Processing Trade Zone, Tianjin Airport Room2-B178,No.1 North Outer Ring Road, Logistics and Processing Trade Zone, Tianjin Airport Capital Airlines Building no. 3 North Cargo Road Beijing International Airport Capital Airlines Building no. 3 North Cargo Road Beijing International Airport Capital Airlines Building no. 3 North Cargo Road Beijing International Airport Room2-B178,No.1 North Outer Ring Road, Logistics and Processing Trade Zone, Tianjin Airport Capital Airlines Building no. 3 North Cargo Road Beijing International Airport Capital Airlines Building no. 3 North Cargo Road Beijing International Airport Capital Airlines Building no. 3 North Cargo Road Beijing International Airport Capital Airlines Building no. 3 North Cargo Road Beijing International Airport Capital Airlines Building no. 3 North Cargo Road Beijing International Airport Capital Airlines Building no. 3 North Cargo Road Beijing International Airport Exhibit G-3

B-1809 AirbusA320-214 5848 Lease Tianjin Dongjiang Bonded Port Area Tianjin Changjiang Ershihao of Eastern Xinjiang Finance & Trade Leasing CO. LTD Service Center B-block 5006-04 B-1810 AirbusA320-214 5997 Lease Tianjin Dongjiang Bonded Port Area Tianjin Changjiang Ershihao of Eastern Xinjiang Finance & Trade Leasing CO. LTD Service Center B-block 5006-04 B-1811 AirbusA320-214 6041 Lease Tianjin Dongjiang Bonded Port Area Tianjin Changjiang Ershihao of Eastern Xinjiang Finance & Trade Leasing CO. LTD Service Center B-block 5006-04 B-1621 AirbusA320-232 6198 Lease BOC Aviation Pte Ltd 8 Shenton Way 18-01 Singapore B-1622 AirbusA320-232 6212 Lease BOC Aviation Pte Ltd 8 Shenton Way 18-01 Singapore B-1603 AirbusA320-214 6206 Owned Beijing Capital Airlines Co. Ltd Capital Airlines Building no. 3 North Cargo Road Beijing International Airport B-1623 AirbusA320-232 6229 Lease BOC Aviation Pte Ltd 8 Shenton Way 18-01 Singapore B-1642 AirbusA320-232 6426 Lease BOC Aviation Pte Ltd 8 Shenton Way 18-01 Singapore B-1643 AirbusA320-232 6480 Lease BOC Aviation Pte Ltd 8 Shenton Way 18-01 Singapore B-1691 AirbusA320-232 6580 Lease CCB Aviation Corporation 2 Grand Canal Square, Grand Canal Limited Harbour, Dublin 2, Ireland Capital Airlines Building no. 3 North B-8072 AirbusA320-214 6664 Owned Beijing Capital Airlines Co. Ltd Cargo Road Beijing International Airport B-8169 AirbusA320-214 6730 Owned Beijing Capital Airlines Co. Ltd Capital Airlines Building no. 3 North Cargo Road Beijing International Airport B-8170 AirbusA320-214 6759 Owned Beijing Capital Airlines Co. Ltd Capital Airlines Building no. 3 North Cargo Road Beijing International Airport B-8171 AirbusA320-214 6769 Owned Beijing Capital Airlines Co. Ltd Capital Airlines Building no. 3 North Cargo Road Beijing International Airport B-8107 AirbusA321-231 6763 Lease BOC Aviation Pte Ltd 8 Shenton Way 18-01 Singapore B-8189 AirbusA321-231 6863 Lease BOC Aviation Pte Ltd 8 Shenton Way 18-01 Singapore B-8187 AirbusA321-231 6818 Lease Wells Fargo Bank Northwest, 299S, Main Street, 5 th Floor, Salt National Association Lake City, UT84111, USA B-8188 AirbusA321-231 6853 Lease BOC Aviation Pte Ltd 8 Shenton Way 18-01 Singapore B-8200 AirbusA321-231 6913 Lease BOC Aviation Pte Ltd 8 Shenton Way 18-01 Singapore Exhibit G-4

B-8541 AirbusA321-231 7076 Lease CIT Aerospace International B-8542 AirbusA321-231 7144 Lease CIT Aerospace International B-8543 AirbusA321-231 7173 Lease CIT Aerospace International B-8551 AirbusA321-231 7191 Lease B-8552 AirbusA321-231 7220 Lease B-8019 AirbusA330-243 1020 Lease B-8221 AirbusA330-243 1052 Lease B-8549 AirbusA330-243 988 Lease SMBC AVIATION CAPITAL LIMITED SMBC AVIATION CAPITAL LIMITED Jetstream Aircraft Leasing Limited Jetstream Aircraft Leasing Limited WHITNEY IRELAND LEASING LIMITED 1 Stokes Place, St. Stephen s Green, Dublin 2. Ireland 1 Stokes Place, St. Stephen s Green, Dublin 2. Ireland 1 Stokes Place, St. Stephen s Green, Dublin 2. Ireland IFSC House, IFSC, Dublin 1, Ireland IFSC House, IFSC, Dublin 1, Ireland c/o Intertrust SPV(Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KYI-9005, Cayman Islands c/o Intertrust SPV(Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KYI-9005, Cayman Islands 4450 Atlantic Avenue, Westpark, Shannon, Co, Clare Exhibit G-5

EXHIBIT H FINANCIAL SUMMARY 2015 BALANCE SHEET Exchange rate: 1USD=6.49CNY NAME: Beijing Capital Airline Co. Ltd Data 31-Dec UNIT:USD$ ASSETS No. THE END OF PERIOD THE BEGIN OF PERIOD THE LIABILITIES AND MEMBERS' EQUITY No. THE END OF PERIOD THE BEGIN OF PERIOD CURRENT ASSETS 1 CURRENT LIABILITIES 16 Cash and cash equivalents 2 648,330,615.77 347,204,261.15 Short-term borrowings 17 378,809,183.36 290,778,754.43 Accounts receivables 3 34,795,902.37 47,864,714.58 Financial debts "hold for trading" 18 188,937.13 - Advances to suppliers 4 281,383,840.03 32,394,423.80 Notes payable 19 402,243,358.12 378,247,528.04 Other receivables 5 Inventories 6 1,606,801,594.29 1,162,980,641.83 621,491.01 387,689.04 Accounts payable 20 Payments received in advance 21 17,251,545.60 113,913,558.36 100,515,572.26 1,050,671.07 TOTAL CURRENT ASSETS 7 2,571,933,443.47 1,590,831,730.39 Employee benefits payable 22 6,243,355.97 5,322,708.33 NON-CURRENT ASSETS 8 - - Taxes and surcharges payables 23 17,355,662.69-4,549,787.34 Available-for-sale financial assets 9 23,112,480.74 - Other payables 24 655,703,948.52 419,271,425.36 Long-term equity investments 10 8,543,685.16 8,851,938.67 TOTAL CURRENT LIABILITIES 25 1,578,311,563.66 1,204,034,858.27 Fixed assets 11 1,242,670,643.73 1,150,927,654.32 NON-CURRENT LIABILITIES 26 - - Construction in progress 12 66,279,321.18 170,695,011.22 Long-term borrowings 27 480,023,360.55 548,423,147.12 Exhibit H-1

Long-term deferred expenses 13 74,651,537.32 67,754,818.79 Bonds payable 28 460,007,836.18 - TOTAL NON-CURRENT ASSETS 14 1,415,257,668.13 1,398,229,423.00 Long-term payables 29 644,488,320.12 660,535,704.60 TOTAL ASSETS 15 3,987,191,111.60 2,989,061,153.40 TOTAL NON-CURRENT LIABILITIES 30 1,584,519,516.86 1,208,958,851.71 TOTAL LIABILITIES 31 OWNERS' EQUITY(or shareholders' equity) 32 3,162,831,080.52 2,412,993,709.98 - - Paid-up capital (or share capital) 33 356,702,619.41 284,283,513.10 Retained earnings/undistributed profit 34 467,657,411.67 291,783,930.32 TOTAL EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF PARENT COMPANY 35 824,360,031.08 576,067,443.42 TOTAL OWNERS' EQUITY 36 824,360,031.08 576,067,443.42 TOTAL LIABILITIES AND OWNERS' EQUITY 37 3,987,191,111.60 2,989,061,153.40 Exhibit H-2

2015 Income statement Exchange rate: 1USD=6.49CNY NAME: Beijing Capital Airline Co. Ltd Data 31-Dec UNIT:US$ ITEM No. CURRENT YEAR CUMULATIVE LAST YEAR CUMULATIVE Overall income 1 1,170,146,143.75 1,057,957,451.88 Including: Income from operations 2 1,170,146,143.75 1,057,957,451.88 Overall costs 3 1,134,011,273.06 1,079,000,174.58 Including: Costs from operations 4 886,041,054.13 936,791,665.75 Taxes and surcharges on operations 5 327,437.64 216,402.30 Selling and distribution expenses 6 69,991,006.65 62,355,052.11 General and administrative expenses 7 14,803,371.42 11,351,854.42 Financial expenses 8 162,848,403.20 68,285,200.01 Impairment loss on assets 9 - - Investment income 10 19,562,147.72-207,882.82 Profit from operations 11 55,697,018.42-21,250,605.52 Plus: Non-operation profit 12 47,763,668.34 58,709,569.11 Plus: Non-operation expenses 13 6,311.73 1,693.14 Profit before tax 14 103,454,375.03 37,457,270.45 Net profit 15 103,454,375.03 37,457,270.45 Total comprehensive income 16 103,454,375.03 37,457,270.45 Exhibit H-3

EXHIBIT I FORECAST OF TRAFFIC AND FINANCIAL RESULTS 1. Operation Plan for Passenger Service (Available Seats and Frequencies) 2017 2018 Route & Frequency / Week HGH=SPN HGH=SPN 2 times a week 2 times a week Load Factor (E) 75% 85% Frequency / Year (Return) 101 101 Available Seats Expected Passenger transported 222 (36 business class included) 222 (36 business class included) 16,816 (OW) 19,058 (OW) 2. Operation Profit (E) and its calculation basis A. Operation Plan (E) Flight Frequency (OW) Route 2017 2018 Frequency / Year (Return) 101 101 B. Year-round Transport Plan (E) (Exchange: 1 USD = 6.5RMB) Routes 2017 2018 Weekly Frequency / Week 2 times a week 2 times a week Load Factor 75% 85% Average Revenue (Return) 153,846USD 184,615USD Exhibit I-1

C. Operating Profit for the First Year of Operation (E) (Exchange: 1 USD = 6.5RMB) Per Flight 2017 2018 Per Flight (Return) Total Revenue 153,846USD 184,615USD Total Cost 237,809USD 237,809USD Operating Profit -83,963USD -53,194USD Year-round 2017 2018 Year Round Total Revenue 15,538,446USD 18,646,115USD Total Cost 24,018,709USD 24,018,709USD Operating Profit -8,480,263USD -5,372,594USD Exhibit I-2

EXHIBIT J DESIGNATION (To be provided) (CAAC confirmation of designation) Exhibit J-1

Exhibit J-2

ENGLISH TRANSLATION Civil Aviation Administration of No. [2016] 122 The flight permit on Hangzhou=Saipan routes To Beijing Capital Airlines: The Civil Aviation Administration of (CAAC) reviewed The Application of Scheduled Flight Permit on Hangzhou=Saipan (No.[2016] 641) of your company. According to the agreement and memorandum between the Government of the People s Republic of and the Government of the United States of America relating to civil air transport, CAAC agrees your company has been designated to operate the services on the routes between and America. Please operate the agreed passenger and cargo services of Hangzhou=Saipan routes according to the above agreement, memorandum, route, aircraft, frequency and slot approved by CAAC. The flight permit is effective from the date of issue to the date of further notice by CAAC. On July 28, 2016 Civil Aviation Administration of Exhibit J-3

EXHIBIT K OST FORM 4523 WAIVER OF WARSAW CONVENTION LIABILITY LIMITS Exhibit K-1

Exhibit K-2

EXHIBIT L BEIJING CAPITAL AIRLINES CO., LTD. FAMILY ASSISTANCE PLAN 1. Beijing Capital Airlines will publicize through local, national and international news media a reliable, toll-free telephone number and shall provide sufficient staff to accept telephone calls on such number from families of passengers involved in an aircraft accident resulting in a major loss of life. 2. As soon as information becomes available on each passenger, Beijing Capital Airlines will notify that passenger s family, subject to the provisions of Section 3 of this Family Assistance Plan. Notification to family members will be made prior to release of the passenger s name to the public and, to the extent practical, in person. Such notification will be made by (i) suitably trained personnel; or (ii) the organization designated by the National Transportation Safety Board (NTSB) pursuant to 49 U.S.C. 1136(a)(2), currently the American Red Cross. 3. Notification will be made to families as soon as practicable after Beijing Capital Airlines has verified the identity of a passenger, whether or not the names of all of the passengers have been verified. 4. Beijing Capital Airlines will provide immediately upon request, and will update, a list (based on the best available information at the time of the request) of the names of the passengers aboard the aircraft (whether or not such names have been verified) to the director of family support services designated for the accident by the NTSB under 49 U.S.C. 1136(a)(1) and the organization designated by the NTSB pursuant to 49 U.S.C. 1136(a)(2), currently the American Red Cross. 5. Beijing Capital Airlines will consult with the family of each passenger about the disposition of any remains and personal effects of the passenger that are within Beijing Capital Airlines control. 6. If requested by the family of a passenger, Beijing Capital Airlines will return to the family any possession (regardless of its condition) of that passenger that is within Beijing Capital Airlines control, unless the possession is needed for the accident investigation or a criminal investigation. 7. Beijing Capital Airlines will retain for not less than eighteen (18) months after the date of the accident any unclaimed passenger possession that is within Beijing Capital Airlines control. Exhibit L-1

8. Beijing Capital Airlines will consult the family of each passenger about the construction of any monument to the passengers to be built in the United States, including any inscription on the monument. 9. Beijing Capital Airlines will treat the families of nonrevenue passengers the same as the families of revenue passengers. 10. Beijing Capital Airlines will work with any organization designated by the NTSB pursuant to 49 U.S.C. 1136(a)(2) (currently, the American Red Cross) on an ongoing basis to ensure that families of passengers receive an appropriate level of services and assistance following an accident. 11. Beijing Capital Airlines will provide reasonable compensation to any organization designated under 49 U.S.C. 1136(a)(2) (currently, the American Red Cross) for services and assistance provided by the organization. 12. Beijing Capital Airlines will assist the family of any passenger in traveling to the location of the accident and provide for the physical care of the family while the family is staying at such location. 13. Beijing Capital Airlines will commit sufficient resources to carry out its family assistance plan. 14. Beijing Capital Airlines will provide adequate training to its employees and agents to meet the needs of survivors and family members following an accident. 15. In the event Beijing Capital Airlines volunteers assistance to United States citizens within the United States with respect to an aircraft accident outside the United States involving a major loss of life, Beijing Capital Airlines will consult with the NTSB and the Department of State on the provision of assistance. 16. Beijing Capital Airlines will, in the case of an accident that results in significant damage to a man-made structure or other property on the ground that is not government-owned, promptly provide notice, in writing, to the extent practicable, directly to the owner of the structure or other property about liability for any property damage and means for obtaining compensation. At a minimum, the written notice shall advise an owner to (i) contact the insurer of the property as the authoritative source for information about coverage and compensation; (ii) not rely on unofficial information offered by Beijing Capital Airlines for accident-site property damage; and (iii) obtain photographic or other detailed evidence of property damage as soon as possible after the accident, consistent with restrictions on access to the accident site. Exhibit L-2

17. Beijing Capital Airlines will, in the case of an accident in which the NTSB conducts a public hearing or comparable proceeding at a location greater than 80 miles from the accident site, ensure that the proceeding is made available simultaneously by electronic means at a location open to the public at both the origin city and destination city of Beijing Capital Airlines flight if that city is located in the United States. Exhibit L-3

EXHIBIT M SUMMARY OF 14 C.F.R. 243 PROCEDURES (PASSENGER MANIFEST COLLECTION PROCEDURES) Introduction BEIJING CAPITAL AIRLINES CO., LTD. This summary is submitted by BEIJING CAPITAL AIRLINES CO., LTD. to the U.S. Department of Transportation in accordance with 14 C.F.R. Part 243. Summary of Procedures For each covered flight segment, Beijing Capital Airlines shall collect, or cause to be collected, the full name of each passenger who is a U.S. citizen. Any U.S. citizen who does not provide this information will not be permitted to board. Beijing Capital Airlines will request an emergency contact telephone number and name from U.S. citizen passengers. As the provision of this information is voluntary, Beijing Capital Airlines will not deny boarding to any passenger who refuses to provide it. Beijing Capital Airlines shall store the information collected pursuant to the above procedures until passengers on the covered flight segment disembark. This information will be kept confidential and will not be used for purposes other than those described herein or disclosed to any entity except as required and permitted by law. In the event of an aviation disaster, Beijing Capital Airlines shall contact the Managing Director of Overseas Citizen Services, Bureau of Consular Affairs, U.S. State Department, by telephone. Not later than three hours after confirmation of such a disaster, Beijing Capital Airlines shall transmit to the U.S. State Department and, upon request, the National Transportation Safety Board, the information collected in accordance with these procedures. 24 Hour Contact Information Beijing Capital Airlines 24-hour, 365 days a year contact is located in Beijing,. Any agent of the U.S. government may contact operations center personnel at any time by dialing + 861069615166. The telephone numbers have been submitted to the NTSB and can be used by the NTSB 24 hours per day, seven days per week. Exhibit M-1

EXHIBIT N VERIFICATION Exhibit N-1

Exhibit N-2