海航航空集团旗下天津航空有限责任公司（以下简称“天津航空”或“我司”）计划现状出售当前机队6架E190飞机，天津航空将采取公开招标方式确定谈判入围飞机买方。现诚邀各意向买方前来报名参与投标。基本情况如下：

Tianjin Airlines Co. Ltd. (hereinafter referred to as "Tianjin Airlines" or "our company"), a subsidiary of HNA Aviation Group, plans to sell 6 E190 aircraft in the current fleet through tendering and bidding process. All interested buyers are now invited to sign up for bidding. The basic information is as follows:

一、招标项目简介

（一）招标项目名称：天津航空6架E190飞机出售项目

（二）招标单位：天津航空有限责任公司

（三）项目概况：天津航空计划现状出售6架E190飞机，注册号分别为B3152（适航）、B3153（不适航）、B3157（不适航）、B3158（适航）、B3159（适航）、B3163（不适航），6架飞机计划于2024年底前完成交割。

（四）投标费用

投标人应承担其标书准备与递交等涉及的一切费用，不管投标结果如何，全部费用由投标人负担，投标人的投标文件均不退回。

（五）招标说明：该招标项目不属于《中华人民共和国招投标法》强制要求适用法定招投标规则的项目类型，该招标流程由招标方自主制定，招标规则详见招标邀请书。在确定入围飞机买方后，我公司将通过竞争性谈判和议价方式确定最终合作飞机买方。对于一次购买多架飞机的投标人，我公司将优先考虑合作。

1.Overview

(1) Name of the Project: Tianjin Airlines’6 E190 aircraft sales project

(2) Seller: Tianjin Airlines Co., Ltd.

(3) Details of the Project: Tianjin Airlines plans to sell 6 E190 aircrafts with registration number are as follows:

B3152（serviceable）、B3153（unserviceable）、B3157（unserviceable）、B3158（serviceable）、B3159（serviceable）、B3163（unserviceable），The 6 aircrafts will be delivered in “as is, where is” conditions, within 2024.

(4) Cost: The bidder shall bear all the costs involved in the preparation and submission of the bid, regardless of the bidding result, all costs shall be borne by the bidder, and the bidder"s bid documents shall not be returned.

(5) Note: This bidding project does not belong to the type of project that is required by the Bidding Law of the People"s Republic of China to apply the statutory bidding rules. The bidding process is formulated by the tendering party independently, and the bidding rules will be specified in the bidding invitation letter.

After determining the shortlisted aircraft buyers, our company will determine the final cooperative aircraft buyers through competitive negotiation and price comparison. For bidders who purchase multiple aircraft at one time, our company will give priority to cooperation.

二、招投标形式

（一）招标形式

各意向买方在规定时间内提交企业资质、签署保密协议并完成报名，经招标方审核通过后，招标方将以邮件形式发送招标邀请书明确招投标具体要求，并通知意向买方将投标文件通过邮寄或电子邮件方式发送给招标方。

（二）招标公告期限

本招标公告期限为10个工作日，请各意向买方在公告期限内向招标方报名。

（三）投标截止时间和开标时间

意向买方投标截止时间和招标方开标时间以招标邀请书通知为准。

2.Form of Bidding

(1) Each bidder shall submit KYC document, company qualification paper and fully signed NDA within the specified period to accomplish the bidding registration. After internally approved by our company, the bidding invitation letter and RFP will be sent to the bidder by email to clarify the specific requirements for bidding.

(2) Period of the Tender Notice

The tender notice period is 10 business days starting after the releasing date. Please submit the required documents within this period.

(3) Bidding Process

The deadline for bidding by the intended buyer and the time for the tenderer to open the bid shall be subject to the bidding invitation letter and RFP.

三、报名要求

（一）飞机买方资质材料要求：

1.营业执照

2.法定代表人资格证明书（如有）

3.法人授权委托书（含被授权人身份证复印件）

4.近三年经审计财务报告

5.签署保密协议

6.其他资料（企业简介、一般纳税人证明、银行信用等级证书等）

上述资料需加盖报名单位公章或由报名单位法人或授权人签字。

（二）报名时间及联系方式

1.报名时间及报名方式

报名截止时间为2024年6月14日17时30分，各意向买方应在报名截止时间前进行报名。意向买方应填写附件1《招标报名表》，签署附件2《保密协议》，并连同资质材料一并通过电子邮件发送至招标方指定邮箱。逾期报名或报名资料严重不全者招标方将不予接受。

2.报名联系人及联系方式

联系人：洪亚、赵志波

联系电话：022-********

电子邮箱：zhib.zhao@hnair.com;ya.hong@tianjin-air.com

3.Requirement for Bidding Registration

(1) Required bidding documents:

a.certificate of legal representative (if any)

b.power of attorney (including id card copy of authorized person)

c.audited financial reports for the last three years

d.fully signed NDA

e.other documents (company profile, taxpayer certificate, bank credit rating certificate, etc.)

The above information shall be affixed with the official seal of the registration unit or signed by the legal rep or attorney.

(2) Registration time and contact information

The deadline for bidding registration is 17:30, 14th June 2024. All bidders should register before the deadline. The bidder shall fill in the attached Bidding Registration Form, fully signed NDA together with other bidding documents and send to the mailbox designated by the tenderer via email. Late application or incomplete application information will not be accepted.

Registration contact person and contact information

Contact person: Hong Ya, Zhao Zhibo

Contact number: 022-********

Email:zhib.zhao@hnair.com, ya.hong@tianjin-air.com

四、投诉举报渠道

投诉举报受理邮箱：

fdjtjb@hexiefangda.com; hkjtsjjcb@hnaaviation.com

投诉举报受理电话:

186*****217/0898-********

4.Telephone/Email for Complaints

The complaints shall be accepted by email: fdjtjb@hexiefangda.com; hkjtsjjcb@hnaaviation.com

or by telephone of 186*****217/+86 898 ********

天津航空有限责任公司

2024年5月31日

Tianjin Airlines Co. Ltd.

May,31^th,2024

附件1：招标报名表

Appendix 1: Bidding Registration Form

附件2：保密协议

Appendix 2: NON-DISCLOSURE AGREEMENT

NON-DISCLOSURE AGREEMENT

This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made and entered into as of by TIANJIN AIRLINES and between and/or its affiliates, subsidiaries or designees (“TIANJIN AIRLINES”) with its registered address at 1196 Jichang Road，Tianjin，China , People’s Republic of China and [……….] (the “Recipient”) with its registered address at [……….].

WHEREAS TIANJIN AIRLINES and the Recipient wish to develop further business between the parties in respect of the potential transaction from time to time (the “Potential Transaction”), TIANJIN AIRLINES are willing to and desire to disclose to the Recipient Confidential Information (as defined below) pursuant to the terms of this Agreement.

The Recipient (or one or more of the Recipient’s Representatives or affiliated companies) may from time to time receive from TIANJIN AIRLINES or otherwise obtain access through TIANJIN AIRLINES to the information which may be non-public, proprietary or confidential in nature. Such information, together with any analyses, compilations, studies, notes or other materials prepared by TIANJIN AIRLINES or by any of its Representatives, is hereinafter referred to as the “Confidential Information”. For purposes of this Agreement, the terms “Representatives” include, without limitation, directors, officers, affiliates, shareholders, potential financiers and financial, legal and other advisors. The Confidential Information is being provided to the Recipient in confidence and in accordance with the following terms and conditions:

1.The Recipient shall use all Confidential Information solely for the purpose of enabling and assisting the Recipient to evaluate the Potential Transaction and that the Recipient shall safeguard the Confidential Information with the same degree of care that the Recipient would use in protecting its own confidential information (provided that the requisite standard of care is no less than the standard that is reasonable under the circumstances) and the Recipient shall take all reasonable measures to ensure the Confidential Information is not disclosed to any person by it.

2.The Recipient agrees that the Confidential Information shall be kept confidential and shall not, without TIANJIN AIRLINES prior written consent or as expressly otherwise provided herein, be disclosed by the Recipient or any of its Representatives, in any manner whatsoever, in whole or in part, and shall not be used by the Recipient or any of its Representatives, other than for the purpose described in paragraph 1 above and in accordance with the terms of this Agreement. The Recipient agrees to transmit the Confidential Information only to those of its Representatives who need to know the Confidential Information for such purpose and who are informed by the Recipient of the confidential nature of the Confidential Information and the terms of this Agreement and that they treat such information as if they were bound hereby. The Recipient further agrees that it will be fully responsible for the failure of its Representatives to comply with the requirements of this Agreement.

3.The Recipient’s confidentiality obligations under this Agreement shall not apply to any of the Confidential Information which the Recipient can demonstrate, in writing, falls within the following at the time of the disclosure thereof by the Recipient or any of its Representatives:

(a)Confidential Information which has come within the public domain through no fault of or action by the Recipient or any of its Representatives (except that any compilation of otherwise public information in a form not publicly known will be treated as Confidential Information);

(b)Confidential Information which is in the Recipient’s possession on the date hereof or is obtained by the Recipient after the date hereof from any third party (for this purpose a “third party” shall not include TIANJIN AIRLINES or any of its Representatives) on a non-confidential basis, provided that such Confidential Information was obtained by or provided to the Recipient, to the best of Recipient’s knowledge, lawfully and not in violation of any contractual, fiduciary or legal obligation of any person or entity to TIANJIN AIRLINES; or

(c)Confidential Information independently developed by the Recipient or any of its affiliates or its Representatives.

Moreover, the Recipient shall have the right to disclose Confidential Information which the Recipient is required to disclose by court order or pursuant to the published rules and regulations of a governmental agency or body, in either case having jurisdiction over the Recipient, to the extent so required by such court order or the orders rules and regulations of such governmental agency or body; provided however, that prior to any such disclosure the Recipient, to the extent legally permissible, shall notify TIANJIN AIRLINES promptly in writing of any order, request or intention by the Recipient to make such disclosure and of the facts and circumstances surrounding such order, request or intention so that TIANJIN AIRLINES may seek an appropriate protective order or otherwise take action to prevent such disclosure.

4.If either party decides not to proceed with the Potential Transaction, the Confidential Information, and all copies thereof or of any portion thereof, except for that portion of the Confidential Information which consists of analyses, compilations, studies, notes or other material prepared by the Recipient or its Representatives, shall upon the request of TIANJIN AIRLINES be returned promptly to TIANJIN AIRLINES, or destroyed, unless at such time this Agreement or the Potential Transaction is the subject of legal action. That portion of the Confidential Information which consists of analyses, compilations, studies, notes or other materials prepared by the Recipient or any of its Representatives shall be held by the Recipient and kept confidential and subject to the terms of this Agreement, or destroyed.

5.It is understood that this Agreement does not obligate either party to enter into any further agreement. It is expected that if it wishes to participate in the Potential Transaction, the Recipient will conduct its own independent review of the relevant documentation, information and legal, accounting and other issues. It is acknowledged that neither TIANJIN AIRLINES nor any of its Representatives makes any representation or warranty as to the accuracy or completeness of any documentation or information provided or to be provided to the Recipient. The Recipient agrees that that none of them shall have any liability to it or any of its Representatives resulting from the use of the Confidential Information.

6.This Agreement shall be governed by and construed in accordance with the laws of China. Any dispute arising from or out of or in connection with this Agreement shall be resolved by the Parties through negotiations. If efforts to negotiate have failed, the competent courts of PRC at the TIANJIN AIRLINES domicile shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

7.The term of this NDA shall commence on the date of stated at the beginning of this NDA and shall remain in full force and effect permanently. This NDA may be terminated by either party, at any time and with full right by letter with acknowledgment of receipt sent to the other party specifying the termination date.

8.For the avoidance of doubt, unless the Confidential Information associated with the specific Potential Transaction becomes public (through no fault of or action by the Recipient or any of its Representatives), the Recipient’s right and obligations hereunder shall continue for a period of five (5) years from the date of the execution and delivery of the final documentation with respect to the specific Potential Transaction. After such period, the confidentiality obligations contained in the specific Potential Transaction shall cease to be binding. Termination shall not release any party hereto from any liability which at the time thereof has already accrued or arisen.

9.In addition, without the prior written consent of TIANJIN AIRLINES and the Recipient agree that it will procure that its Representatives will not, disclose to any person, not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to TIANJIN AIRLINES, either TIANJIN AIRLINES approach to the Recipient in connection with or the Recipient’s own interest in the Potential Transaction involving TIANJIN AIRLINES and the Recipient or the fact that discussions or negotiations are taking or have taken place concerning the Potential Transaction or any of the terms, conditions or other facts with respect to the Potential Transaction, including the status thereof. The matters contemplated by the preceding sentence shall be considered Confidential Information for the purposes of this Agreement and shall be subject to the terms and conditions applicable thereto.

10.The Recipient agrees that any breach or threatened breach of this Agreement by the Recipient or its Representatives would cause not only financial harm, but irreparable harm to TIANJIN AIRLINES, that the money damages would not provide an adequate remedy, therefore, without limiting any other rights or remedies at law or equity which TIANJIN AIRLINES may have, the Recipient agrees that TIANJIN AIRLINES shall be entitled to seek equitable relief, including injunction (without the necessity of posting any bond or surety) and specific performance, in the event of any breach or threatened breach of the provisions of this Agreement and that the Recipient shall not oppose the granting of such relief.

11.No failure or delay on the part of TIANJIN AIRLINES in exercising any right, power or privilege conferred by this Agreement shall operate as a waiver of either that right, power or privilege, or of this Agreement as a whole. No single or partial exercise of any right, power or privilege shall preclude any further exercise of that right, power or privilege.

12.The Recipient shall not use the Confidential Information or permit the same to be used in breach of this Agreement, in a manner detrimental to the business, reputation or prospects of TIANJIN AIRLINES.

13.The individual executing this Agreement on behalf of a corporation or other legal entity personally represents that he or she is duly authorized to execute this Agreement on behalf of such entity and that this Agreement is binding upon such entity.

14.If any obligation arising from this Agreement shall be held invalid, unenforceable or illegal, in whole or in part for whatever reason, the enforceability, validity and legality of the rest of the obligations under this Agreement shall be unaffected.

15.This Agreement may be executed in counterpart, each of which shall be deemed an original but all of which together will be deemed one and the same original.

NON-DISCLOSURE AGREEMENT

SIGNATURE PAGE

[Recipient]

By: ___________________________

Name: ________________________

Title: _________________________