EX-4.27 6 v408234_ex4-27.htm EXHIBIT 4.27

 

Exhibit 4.27

 

Electronic Aviation Passenger Comprehensive Insurance Four-parties Cooperation Agreement

 

Party A: Guangdong CSA E-commerce Co., Ltd.(广东南航电子商务有限公司)

Legal Representative: Guo Zhiqiang

Domicile: No. 05 of Unit 201, 68 Huacui Street, Jianye Road, Zhongshan Road West Industrial Park, Tianhe District, Guangzhou

Telephone: 020-86131534

 

Party B: Southern Airlines Group Finance Company Limited (中国南航集团财务有限公司)

Legal Representative: Wang Jianjun

Domicile: No. 17 Hangyun Southern Street, Baiyun District, Guangzhou

Telephone: 020-61052798

 

Party C: Air Union Insurance Brokers (Beijing) Co., Ltd. (航联保险销售(北京)有限公司)

Legal Representative: Li Yongqi

Domicile: Rm 801-803 CYTS Plaza, 5 Dongzhimen Nan Street, Dongcheng District, Beijing

Telephone: 010-58157000

 

Party D: Ping An Property & Casualty Insurance Company of China, Ltd., Guangdong Branch

Legal Representative: Lu Chengdao

Domicile: Floors 15-28 PingAn Building, 160 Tiyu Dong Road, Guangzhou

Telephone: 020-38782009

 

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General Provisions

 

According to the Contract Law of the People's Republic of China, Insurance Law of the People's Republic of China and the relevant laws and regulations, Guangdong CSA E-commerce Co., Ltd. (hereafter referred to as ‘Party A’) Southern Airlines Group Finance Company Limited (hereafter referred to as ‘Party B’), Air Union Insurance Brokers (Beijing) Co., Ltd. (hereafter referred to as ‘Party C’) and Ping An Property & Casualty Insurance Company of China, Ltd., Guangdong Branch (hereafter referred to as ‘Party D’) shall further cooperate in electronic comprehensive air passenger insurance business for genuine fulfillment of resource sharing and complementary advantages. In order to enter into higher and newer stages of development, better products and services which better cater to customers’ needs shall be offered jointly. Party A, Party B, Party C and Party D have reached the following agreements on the principle of reciprocity, complementary advantages and mutual development through amicable negotiations.

 

Chapter 1 Cooperation

 

Article 1 Content of cooperation

 

1.1The four parties agree to cooperate in the development of electronic comprehensive air passenger insurance projects and jointly handle business matters relating to the sale of insurance.

 

1.2’Electronic comprehensive air passenger insurance’ specifically refers to the broad comprehensive air passenger insurance business, which includes aviation accident insurance (mainly injury in aviation accidents) and air passenger-related insurance products such as short-term traffic accident injury insurance, checked luggage insurance, flight delay insurance, flight cancellation insurance, compensation for cancellation of special price passenger tickets and travel insurance for international air tickets. It aims to replace the traditional paper insurance policies with electronic comprehensive air passenger insurance policies, implement centralized management of policy holders’ and air passengers’ information through online information sharing, and create a kind of new product by inputting insurance payment information into the system and printing them on ‘Air Transport Itineraries of E-tickets’ to be sold together with E-ticket insurance.

 

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1.3Party A shall within the scope authorized by China Southern Airlines Company Limited (hereafter referred to as ‘CS Air’) permits Party B, Party C and Party D to use its Business to Customer website at www.csair.com (hereafter referred to as ‘B2C website’), mobile customer terminal ticket sale platform and VOS sales system for selling insurance.

 

1.4Party B shall provide services including overall coordination, in-process support, assistance for settlement and claims and product marketing in accordance with this Agreement.

 

1.5As the sales agent of the project, Party C shall sell Party D’s electronic air passage insurance products on the platform provided by CS Air.

 

1.6As the insurer of the cooperation project, Party D shall offer insurance products on consistent terms of coverage for CS Air’s B2C website, mobile applications and VOS system; offer insurance of uniform service standards and voluntary compensation services; provide supporting consultation services and bear insurance liabilities specified in insurance clauses. Its products should cover personal accident injury insurance, additional travel delay insurance, additional luggage delay insurance, additional travel changes insurance, additional passenger’s personal effect insurance and additional aircraft hijacking insurance.

 

Main responsibilities of the products include:

 

Accidental death and disability: Insurance amount shall be RMB600,000

 

Flight delay insurance: RMB300 shall be compensated for every four hours; the maximum amount of compensation shall be RMB900

 

Luggage delay insurance: RMB500 shall be compensated for every eight hours; the maximum amount of compensation shall be RMB1,500

 

Travel cancellation insurance (including flight cancellation): Amount of compensation shall be RMB600

 

Passenger’s personal effect insurance: Amount of compensation shall be RMB1,000

 

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Aircraft hijacking insurance: Amount of compensation shall be RMB1,000

 

1.7See Appendix 1 for applicable insurance clauses for electronic comprehensive air passenger insurance under this Agreement.

 

1.8Party D shall, as requested by Party A, Party B and Party C, upgrade or optimize the insurance products in the light of market conditions.

 

Article 2 Period of cooperation

 

2.1This Agreement shall take effect from 12 June 2014 and remain valid until 31 May 2017.

 

2.2All Parties unanimously agree that negotiation on extension of the cooperation period shall be conducted within three months prior to the date of expiration.

 

Chapter 2 Rights and obligations of all Parties

 

Article 3   Rights and obligations of Party A

 

(I) Rights of Party A

 

3.1To understand the insurance settlement data from Party C.

 

3.2To complete premium concentration with its own system.

 

3.3To suspend sale of Party D’s insurance products due to business changes or organizational restructuring.

 

3.4To decide the proportion of its electronic comprehensive air passenger insurance products to be sold on CS Air website, mobile applications and VOS system according to the number of air tickets sold through Party D’s promotion of business class E-ticket and insurance cooperation projects.

 

(II) Party A’s obligations

 

3.5To design and develop insurance sale webpages in line with Party C’s frontend interface for development of website sale system according to Party C’s suggestions and requests. If any changes take place in CS Air website in terms of design and presentation during the period of cooperation, Party A shall timely notify Party C.

 

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3.6To provide conditions necessary for docking with Party D’s electronic system; to transmit insurance data in a real-time manner. The data field shall include but not be limited to premium, E-ticket numbers, policy numbers, order numbers, names, contact information and ID numbers of the insured, flight numbers, routes, dates of flight, dates of taking out insurance and types of sale.

 

3.7To be responsible for daily maintenance of the electronic direct sale system, and ensure stable operation of the website, mobile applications and insurance sale platform of the VOS system.

 

3.8To make full use of customer services of CS Air’s Call Center, and complete off-line sale of insurance products and premium payment according to customers’ needs.

 

3.9To be responsible for timely transferring the received premiums to Party B on monthly basis as agreed in this Agreement.

 

3.10To be responsible for developing and maintaining 24-hour telephone customers services.

 

3.11To provide information inquiry services including names of insurance companies, names of insurance products, names of the insured, premiums, insurance amount, policy term, reminder of disclaimer, marketing companies, customer services hotline and ways for policy inquiries.

 

3.12To return premiums to customers who surrender their policies as entrusted by Party D.

 

Article 4 Rights and obligations of Party B

 

(I) Rights of Party B

 

4.1To charge commissions from Party D as agreed in this Agreement.

 

4.2To obtain insurance settlement data from Party C.

 

(II) Obligations of Party B

 

4.3To provide services including providing general support, making settlements and helping with claim settlements as agreed in this Agreement.

 

4.4To be responsible for overall coordination of the project, and propose and complete overall design of marketing plan according to needs of Parties A and C.

 

4.5To ensure that it has the qualifications for concurrent-business insurance agency and remained qualified during the valid period of this Agreement.

 

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4.6To proceed with the formalities for registering additional items with competent business authorities and applying for tax invoice necessary for its insurance business.

 

4.7To provide agency settlement services as agreed in this Agreement. To issue settlement bills based on data provided by Party A; complete reconciliations with all Parties and ensure premium settlement with Party D.

 

4.8To provide clearing services to all Parties as agreed in this Agreement.

 

4.9To be responsible for developing the management and customer services manual for operation of the project, but consent from Party A, Party C and Party D shall be obtained for contents involving them.

 

4.10To assist all Parties of the Project with tasks such as customers inquiries and complaint management.

 

4.11To provide services such as voluntary claims as needed by products, design logic of claim settlement and complete screening of claims data for the project and collection of claimer accounts; to offer all conditions which facilitate Party D’s final payment of compensation for the insured.

 

Article 5 Rights and obligations of Party C

 

(一)Rights of Party C

 

5.1To charge commissions as agreed in this Agreement.

 

5.2To use marketing platforms including the designated Internet within Party A’s authorized scope under the project for selling Party D’s electronic air travel insurance products to travelers who buy CS Air tickets, as an sales agent.

 

(II) Obligations of Party C

 

5.3To assist CS Air with development of sale webpages and system data transmission, and provide training for customers services staff of Party A and Party B.

 

5.4To be responsible for providing data processing system; to ensure real-time docking of the system with Party D’s insurance system and real-time receipt of sales data from CS Air platform.

 

5.5To provide all Parties with innovative models for the electronic comprehensive air passenger insurance project, and offer assistance to fulfill function of the ‘Premium’ section of the CS Air travel itinerary list.

 

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5.6To provide by-telephone manual verification and on-website self-service verification of electronic policies.

 

5.7To help Party A and CS Air with complaints from passengers.

 

Article 6 Rights and obligations of Party D

 

(I) Rights of Party D

 

6.1To receive premium as agreed in this Agreement.

 

6.2To obtain real-time sales data from Party A regarding the insurance products under cooperation as agreed in this Agreement. The data field shall include premium, E-ticket numbers, policy numbers, order numbers, names, contact information and credential numbers of the insured, flight numbers, routes, dates of flight, dates of taking out insurance and types of sale.

 

(II) Obligations of Party D

 

6.3To permit air ticket platforms including the Internet within Party A’s authorized scope as the marketing platforms of insurance products; and appoint Party C as an insurance sales agent for selling its insurance products on air ticket platforms including the Internet;

 

6.4To recognize services that Party B shall provide for the project including agency settlement, marketing support and agency claims;

 

6.5To recognize sales services of Party A including off-line sale of insurance;

 

6.6To pay commissions to Party B and Party C as agreed in Article 7 of this Agreement;

 

6.7To file the insurance products under cooperation with the insurance regulatory authority according to requirements of the insurance regulations , and provide unified services to customers in the agreed regions;

 

6.8To assist Party A or Party B with application, changes and renewal of the qualifications for concurrent-business insurance agency free of charge as requested by Party A or Party B.

 

6.9To provide conditions necessary for docking with Party A’s electronic system; to ensure that sales data can be obtained from Party A and are imported into the insurance system in a real-time manners besides taking reasonable and essential measures to ensure normal and stable operation of the data transmission system.

 

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6.10To send insurance data in a real-time manners to Party B and Party C as agreed. Data shall be transmitted in the form of encryption algorithm to ensure safe and stable data transmission of the entire insurance sales system.

 

6.11To bear relevant insurance liabilities as insurer of the insurance products in accordance with insurance contracts. If the policy holder has paid his or her premium to Party A, compensation responsibility shall not be refused on the ground of non-receipt of premium.

 

6.12As to policies of insurance products issued under this Agreement, in the case that the insurance accidents specified in the insurance contract occur, Party D shall compensate according to the system sales data and flight departure data provided by Party A no matter whether the specific insurance data has been input into Party D’s system, unless Party D has evidence to prove loss of such data, and the loss is caused by Party A’s subjective deliberate acts. If data error takes place due to Party A’s deliberate acts and has caused losses to the insured, beneficiaries and Party D, Party A shall bear the relevant liabilities.

 

6.13To be responsible for accepting accident claims of the insurance products under cooperation. As to the insurance responsibilities for executable voluntary claim services as agreed by all Parties, Party D shall recognize Party B’s claims data, dock with Party B’s claim data system and be responsible for compensating the insured in accordance with the terms of insurance of this Agreement.

 

6.14To provide real-time policy inquiry services regarding the insurance products under cooperation via telephone and Internet for travelers; and provide at the prominent spot of its web portal a section for inquiries of information about accident insurance policies. The inquiry content and interface shall include the following information: names of insurance products, policy numbers, premium, insurance amount, policy term and marketing entity. A hotline should also be provided for claim settlement services.

 

6.15Party D shall timely provide feedback to all Parties about new regulatory policies implemented in various regions involved in this Agreement and regulations involving the Company’s business.

 

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6.16To carry out due marketing campaigns for the project; and provide Party A and CS Air with the marketing support for purpose of direct ticket sale business.

 

Chapter 3 Settlement of fees

 

Article 7 Fee criteria

 

7.1The value of each electronic comprehensive air passenger insurance amounts to RMB20.

 

7.2For every policy of Party D’s insurance product under cooperation successfully sold through websites within the Party A’s authorized scope, mobile applications and VOS system (successful sale is marked by the insured’s successful payment through CS Air website, mobile applications and VOS, excluding policy surrenders), Party D shall pay RMB10 to Party B and RMB1 to Party C as their commissions. Upon receipt of all commissions, Party B shall pay RMB5 to Party A as platform service fee.

 

7.3In the case of a policy surrender, Party D does not need tp pay any commissions. if Party D had already paid the said commissions, the other Parties shall refund accordingly.

 

7.4The process and ways of settlement shall follow relevant rules of the local regulatory departments.

 

7.5In the case that new government policies are enacted regarding fee adjustments, all Parties shall negotiate and adjust the products or fee rates.

 

Article 8 Settlement of fees

 

8.1Before the 15th day of each month, Party A shall issue a bill for the last settlement period based on sales data of the last cycle provided by the business regions. Upon receipt of the data and settlement bill from Party A, Party B, Party C and Party D shall confirm the accounts before the 17th day of each month. In the case of inconsistent data, such data should be rectified in a prompt manner, and settlement of premiums and relevant fees shall defer accordingly.

 

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8.2Upon confirmation of accounts, Party A shall transfer the full amount of premium of the previous month to the bank account designated by Party B before the 23rd day of each month.

 

Name of Party B’s beneficiary’s account: Southern Airlines Group Finance Company Limited; Bank: Industrial and Commercial Bank of China Limited Guangzhou Airport Sub-branch; Bank account number 3602065229200084927.

 

8.3Upon receipt of premium and confirmation, Party B shall transfer part of the previous month’s premium attributable to Party D’s sales regions to Party D’s designated bank account before the 24th day of each month. Name of Party B’s account of premium payment: Southern Airlines Group Finance Company Limited; Bank: Industrial and Commercial Bank of China Limited Guangzhou Airport Sub-branch; Bank account number: 3602065229200084927.

 

Name of Party D’s beneficiary’s account: Ping An Property & Casualty Insurance Company of China, Ltd., Guangdong Branch; Bank: Industrial and Commercial Bank of China Limited Guangzhou Hong Mian Sub-branch; Bank account number: 3602014329200046626.

 

8.4Upon receipt of full amount of premium transferred by Party B, Party D shall pay commissions to Party B and Party C in the proportion agreed in this Agreement before the 29th day of each month. At the same time, Party B and Party C shall issue to Party D a receipt for the commissions received before the 30th day of each month. Name of Party B’s beneficiary account for commissions: Southern Airlines Group Finance Company Limited; Bank: Industrial and Commercial Bank of China Limited Guangzhou Airport Sub-branch; Bank account number: 3602065209000088916.

 

Name of Party C’s beneficiary’s account: Air Union Insurance Brokers (Beijing) Co., Ltd. Bank: China Merchants Bank, Beijing Fangzhuang Sub-branch; Bank account number: 110908750810999.

 

8.5Upon receipt of commissions from Party D, Party B shall pay Party A service fees before the 30th day of each month. Upon receipt of full amount of all service fees, Party A shall issue to Party B a receipt of service fees before the 30th day of each month.

 

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Name of Party A’s beneficiary account: Guangdong CSA E-commerce Co., Ltd.; Bank: China Merchants Bank, Fengshen Sub-branch; Bank account number: 120902062710622.

 

8.6In the case of statutory holiday, the said settlement day shall be postponed to the first working day following the statutory holiday.

 

8.7If any Party hereto fails to perform its payment obligation upon confirmation of the settlement bills and causes losses to the other three Parties, the other three Parties may reserve the right of claiming for compensation based on their losses.

 

Article 9 Invoice management

 

9.1Upon receipt of full amount of all commissions on time, Party B shall issue to Party D a receipt of insurance intermediary service fee for the commissions received and mail it to Party D before the 30th day of each month.

 

9.2Upon receipt of commissions, Party C shall issue to Party D a receipt of insurance intermediary service fee for the commissions received and mail it to Party D before the 30th day of each month

 

9.3Party B and Party C shall ensure that Party D receives the receipt within that month (except for reason of force majeure).

 

Chapter 4 Representations & Warranties

 

Article 10 Representations & Warranties

 

All parties guarantee:

 

10.1All parties guarantee that each has its capacities for corresponding civil rights and civil acts.

 

10.2Execution of this Agreement constitutes no infringement upon any third party’s legitimate interests.

 

10.3Each has all the rights, authorization and approval for entering into this Agreement, and has all the rights, authorization and approval necessary for performing all obligations under this Agreement.

 

10.4The provisions of this Agreement shall become its legal, effective and binding obligations after its legally authorized representative has signed this Agreement on its behalf.

 

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10.5The execution and performance of this Agreement shall not contradict or breach its business licence, articles of association, any law or approval granted by any government organization or institution or any rules they set for any legal document of the signatory.

 

Chapter 5 Responsibilities for Breach of Agreement

 

Article 11 Compensation for breach of agreement

 

11.1Party D shall timely handle insurance claims application or surrender of policy in a timely manner as agreed in the contract. In the case that Party D is complained by travelers for three times or more during the period of contract, Party A has the right to rescind the contract unilaterally.

 

11.2Pursuant to the Rules on Punishment of Illegal Acts in the Intermediary Business, Party D has the right to demand Party C to rectify its insurance-related illegal acts. In the case that Party C refuses to rectify it, Party D has the right to terminate the agency of Party C.

 

The clauses below are applicable to sales data commonly recognized by the four Parties:

 

11.3Party A and Party B shall fully transfer all premiums to Party D as agreed in this contract. In the case of late delivery, it shall bear the responsibility of late payment by paying 1/10,000 of the payable premium for each day delayed besides paying the payable premium. Party D has the right to terminate the contract in the case of delay for more than 60 days.

 

11.4Party D shall pay Party B the commissions payable to Party B. In the case of late payment, it shall bear the responsibility of late payment by paying 1/10,000 of the payable commissions for each day delayed besides paying the payable commissions. Party B has the right to terminate the contract in the case of delay for more than 60 days.

 

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11.5Party D shall pay Party C the commissions payable to Party C. In the case of late payment, it shall bear the responsibility of late payment by paying 1/10,000 of the payable commissions for each day delayed besides paying the payable commissions. Party C has the right to terminate the contract in the case of delay for more than 60 days.

 

11.6Party B shall pay Party A the service fees payable to Party A. In the case of late payment, it shall bear the responsibility of late payment by paying 1/10,000 of the payable service fees for each day delayed besides paying the payable service fees. Party A has the right to terminate the contract in the case of delay for more than 60 days.

 

Chapter 6 Termination of Agreement

 

Article 12 Force Majeure

 

12.1In the case that any Party is unable to discharge its obligations due to conditions beyond its control, performance of this Agreement shall be terminated. The conditions which directly affect a Party’s ability to discharge its obligations include wars, natural disasters, government acts (including rules or prohibition order issued by government departments) and civil disorder, etc.

 

12.2In the case of occurrence of force majeure, the Party which adduces the ground of force majeure shall timely notify the other Parties within seven days so as to minimize possible losses to the other Parties and submit evidences within a reasonable timeframe. In the case that the Party which experienced force majeure fails to timely notify the other Parties and this results in greater losses to the other Parties, the Party which experienced force majeure shall be responsible to compensate for the greater losses.

 

12.3The Party which claims to have experienced force majeure shall take all essential measures to minimize the damages that may be caused as a result of force majeure.

 

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Article 13 Transfer and Early Termination of Contract

 

13.1If either Party A or Party B, as required by internal management, has to make an early withdrawal from the project and transfer the rights and obligations under this Agreement to the other Parties, provided that the current normal operation of the project is not affected, it can be done so by sending a written notice to Party C and Party D two months in advance. Party C and Party D shall not object to such transfer.

 

13.2In the case that any of the Parties unilaterally requests for early termination of this Agreement, a written notice should be sent to the other Parties one month in advance. This Agreement shall terminate upon expiry of one month from the date of the notice. Upon termination of this Agreement, all Parties shall settle the claims and debts under this Agreement.

 

13.3Unless otherwise agreed, any decision to terminate this Agreement shall not hinder the other Parties’ right to make claim for damages.

 

Article 7 Confidentiality

 

Article 14 Confidentiality

 

14.1All Parties to this Agreement shall take essential measures to keep all contents of this Agreement confidential.

 

14.2Unless for compliance of the law or compulsory requirements of the statutory regulators, no party shall disclose any information about the other Parties it came to know under this Agreement or any content of this Agreement to any other parties without consent of the other Parties. If losses are caused to the Parties or non-signatory third party as a result of the disclosure, the disclosing Party shall be responsible for compensating the suffering party for all its losses.

 

Chapter 8 Other matters

 

Article 15 Notices

 

15.1Any notice for the purpose of or related to this Agreement shall take no effect unless delivered by hand, mail, express delivery or fax to the contact address stated at the beginning of this Agreement. Any of the Parties shall promptly notify the other Parties of any changes in its contact information.

 

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15.2Unless otherwise agreed, the dates below shall be deemed the dates when all notices and correspondences are duly delivered to and noted by the Party being notified:

 

1) For delivery by hand, it is the date when the Party being notified receives the notice;

 

2) For delivery by ordinary mail, it is the 7th working day after the mail is posted;

 

3)For delivery by express delivery, it is the 3rd working day after the mail is delivered;

 

4) For delivery by fax, it is the date when the message was faxed and confirmation report is received;

 

5) Notices delivered by hand, mail and express delivery shall be deemed to have been delivered upon reaching the address stated at the beginning of this Agreement.

 

Article 16 Partial invalidity

 

16.1If one or more clauses of this Agreement are invalid, the remaining clauses of this Agreement shall remain unaffected.

 

16.2If this Agreement becomes invalid due to changes in law, regulations or regulatory requirements, all Parties to this Agreement agree that this shall be solved by way of negotiating and signing a supplemental agreement under the premises that operation of the project is not affected.

 

16.3All Parties agree that amendments to the clauses announced to be invalid should be negotiated on principles of objectivity and sincerity so that they comply with the statutory requirements.

 

Article 17 Applicable law and settlement of disputes

 

17.1The law of the People’s Republic of China shall apply in the conclusion, validity, interpretation, performance and solution of disputes of this Agreement.

 

17.2All Parties shall solve any disputes arising from or related to this Agreement through negotiation. In the case of fruitless negotiation, any Party may solve the dispute through litigation by referring it to the people’s court in the jurisdiction where Party A is domiciled.

 

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Article 18 Appendices to Agreement

 

The Appendices to Agreement is an integral part of this Agreement and, together with articles of this Agreement, constitute complete contents of the cooperation agreed by all Parties through negotiation and bear the same effect as this Agreement.

 

Article 19 Validity of Agreement

 

This Agreement shall take effect from the date when authorized representatives of all Parties sign and affix the official seals on it. This Agreement is in six duplicate, Party A shall keep three copies and each of the remaining Parties shall keep one copy. All copies shall bear the same legal effect.

 

List of appendices:

 

1. Appendix 1: Insurance Clauses

 

2. Appendix 2: Settlement Process

 

3. Appendix 3: Process of individual surrender of policy

 

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(This is the signature page of the Four-party Agreement on Electronic Aviation Passenger Comprehensive Insurance and contains no text. )

 

Party A:  
Authorized Representative (Signature):  
     
Date:    
     
Party B:  
Authorized Representative (Signature):  
     
Date:    
     
Party C:  
Authorized Representative (Signature):  
     
Date:    
     
Party D:  
Authorized Representative (Signature):  
     
Date:    

 

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