Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00696)

CONNECTED TRANSACTIONS:

HUADONG CARES SUBCONTRACT AGREEMENTS

On 29 August 2019, the Company entered into the Huadong Cares Jinan Airport Subcontract Agreement with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the common use self-servicecheck-in system for the Jinan Airport Project, which includes but not limited to, the procurement, delivery, installation and testing of the required hardware and the overall system implementation as well as the one-year quality warranty for the common use self-servicecheck-in system.

On 29 August 2019, the Company entered into the Huadong Cares Xinchang Subcontract Agreement with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the departure system for the Xinchang Urban Terminal Project, which includes but not limited to, the procurement, delivery, installation and testing of the required software and hardware and the overall system implementation as well as the one-year quality warranty for the departure system.

On 29 August 2019, the Company entered into the Huadong Cares Boarding Gate Subcontract Agreement with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the Boarding Gate Face Recognition System Project, which includes but not limited to, the installation and testing of the required software and hardware and the overall system implementation as well as the one-year quality warranty for the Boarding Gate Face Recognition System Project.

On 30 August 2019, the Company entered into the Huadong Cares Jiujiang Airport and Ganzhou Airport Subcontract Agreement I with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the facial recognition & ID authentication system for the Jiujiang Airport and Ganzhou Airport Project, which includes but not limited to, the procurement and delivery of the required software and hardware as well as the one-year quality warranty for the facial recognition & ID authentication system.

- 1 -

On 30 August 2019, the Company entered into the Huadong Cares Jiujiang Airport and Ganzhou Airport Subcontract Agreement II with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the facial recognition & ID authentication system for the Jiujiang Airport and Ganzhou Airport Project, which includes but not limited to, the installation and testing of the required software and hardware and the overall system implementation as well as the one-year quality warranty for the facial recognition & ID authentication system.

On 19 September 2019, the Company entered into the Huadong Cares Nanjing Airport Subcontract Agreement with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the new-added transfer check-in counters for the Nanjing Airport Project, which includes but not limited to, the procurement, delivery, installation and testing of the required software and hardware and the overall system implementation as well as the three-year quality warranty for the boarding station and one-year quality warranty for the boarding reader.

On 12 October 2019, the Company entered into the Huadong Cares Ningbo Airport Subcontract Agreement I with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the self-service boarding gate system for the Ningbo Airport Project, which includes but not limited to, the procurement, delivery, installation and testing of the required software and hardware and the overall system implementation as well as the three-year quality warranty for the self-service boarding gate system.

On 21 October 2019, the Company entered into the Huadong Cares Jining Airport Subcontract Agreement with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the common use self-servicecheck-in system for the Jining Airport Project, which includes but not limited to, the procurement, delivery, installation and testing of the required software and hardware and the overall system implementation as well as the one-year quality warranty for the common use self-servicecheck-in system.

On 14 November 2019, the Company entered into the Huadong Cares Ningbo Airport Subcontract Agreement II with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the common use self-servicecheck-in system for the Ningbo Airport Project, which includes but not limited to, the procurement, delivery, installation and testing of the required software and hardware and the overall system implementation as well as the one-year quality warranty for the common use self-servicecheck-in system.

On 2 December 2019, the Company entered into the Huadong Cares Ningbo Airport Subcontract Agreement III with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the facial recognition & ID authentication system for the Ningbo Airport Project, which includes but not limited to, the installation and testing of the required software and hardware and the overall system implementation as well as the one-year quality warranty for the facial recognition & ID authentication system.

- 2 -

On 12 December 2019, the Company entered into the Huadong Cares Ningbo Airport Subcontract Agreement IV with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the facial recognition & ID authentication system for the Ningbo Airport Project, which includes but not limited to, the procurement and delivery of the required software and hardware as well as the one-year quality warranty for the facial recognition & ID authentication system.

On 12 December 2019, the Company entered into the Huadong Cares Hongqiao Airport Subcontract Agreement I with Huadong Cares, pursuant to which Huadong Cares has agreed to subcontract to the Company the construction of the departure system interface of terminal 1 and terminal 2 for the Hongqiao Airport Project, which includes but not limited to, the procurement and delivery of the required software.

On 12 December 2019, the Company entered into the Huadong Cares Hongqiao Airport Subcontract Agreement II with Huadong Cares, pursuant to which Huadong Cares has agreed to subcontract to the Company the construction of the self-service boarding system and self-service luggage system for the Hongqiao Airport Project, which includes but not limited to, the procurement and delivery of the required software.

On 12 December 2019, the Company entered into the Huadong Cares Hongqiao Airport Subcontract Agreement III with Huadong Cares, pursuant to which Huadong Cares has agreed to subcontract to the Company the construction of the self-servicecheck-in system for the Hongqiao Airport Project, which includes but not limited to, the procurement and delivery of the required software.

Huadong Cares is owned as to 41% by the Company and over 30% by Eastern Airlines as at the date of this announcement. Eastern Airlines is a subsidiary of Eastern Holding, a substantial Shareholder of the Company. As such, Huadong Cares is a connected person of the Company under Rule 14A.07(4) of the Listing Rules. Therefore, the transactions contemplated under the Huadong Cares Subcontract Agreements entered into between the Company and Huadong Cares constitute connected transactions of the Company.

Since the highest applicable percentage ratio calculated with reference to the consideration under the Huadong Cares Subcontract Agreements is more than 0.1% but less than 5%, the transactions contemplated under the Huadong Cares Subcontract Agreements are subject to the announcement requirement but exempt from the independent shareholders' approval requirement of Chapter 14A of the Listing Rules.

1. HUADONG CARES SUBCONTRACT AGREEMENTS

On 29 August 2019, the Company entered into the Huadong Cares Jinan Airport Subcontract Agreement with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the common use self-servicecheck-in system for the Jinan

- 3 -

Airport Project, which includes but not limited to, the procurement, delivery, installation and testing of the required hardware and the overall system implementation as well as the one-year quality warranty for the common use self-servicecheck-in system.

On 29 August 2019, the Company entered into the Huadong Cares Xinchang Subcontract Agreement with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the departure system for the Xinchang Urban Terminal Project, which includes but not limited to, the procurement, delivery, installation and testing of the required software and hardware and the overall system implementation as well as the one- year quality warranty for the departure system.

On 29 August 2019, the Company entered into the Huadong Cares Boarding Gate Subcontract Agreement with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the Boarding Gate Face Recognition System Project, which includes but not limited to, the installation and testing of the required software and hardware and the overall system implementation as well as the one-year quality warranty for the Boarding Gate Face Recognition System Project.

On 30 August 2019, the Company entered into the Huadong Cares Jiujiang Airport and Ganzhou Airport Subcontract Agreement I with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the facial recognition

  • ID authentication system for the Jiujiang Airport and Ganzhou Airport Project, which includes but not limited to, the procurement and delivery of the required software and hardware as well as the one-year quality warranty for the facial recognition & ID authentication system.

On 30 August 2019, the Company entered into the Huadong Cares Jiujiang Airport and Ganzhou Airport Subcontract Agreement II with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the facial recognition

  • ID authentication system for the Jiujiang Airport and Ganzhou Airport Project, which includes but not limited to, the installation and testing of the required software and hardware and the overall system implementation as well as the one-year quality warranty for the facial recognition & ID authentication system.

On 19 September 2019, the Company entered into the Huadong Cares Nanjing Airport Subcontract Agreement with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the new-added transfer check-in counters for the Nanjing Airport Project, which includes but not limited to, the procurement, delivery, installation and testing of the required software and hardware and the overall system implementation as well as the three-year quality warranty for the boarding station and one-year quality warranty for the boarding reader.

On 12 October 2019, the Company entered into the Huadong Cares Ningbo Airport Subcontract Agreement I with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the self-service boarding gate system for the Ningbo Airport

- 4 -

Project, which includes but not limited to, the procurement, delivery, installation and testing of the required software and hardware and the overall system implementation as well as the three- year quality warranty for the self-service boarding gate system.

On 21 October 2019, the Company entered into the Huadong Cares Jining Airport Subcontract Agreement with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the common use self-servicecheck-in system for the Jining Airport Project, which includes but not limited to, the procurement, delivery, installation and testing of the required software and hardware and the overall system implementation as well as the one-year quality warranty for the common use self-servicecheck-in system.

On 14 November 2019, the Company entered into the Huadong Cares Ningbo Airport Subcontract Agreement II with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the common use self-servicecheck-in system for the Ningbo Airport Project, which includes but not limited to, the procurement, delivery, installation and testing of the required software and hardware and the overall system implementation as well as the one-year quality warranty for the common use self-service check- in system.

On 2 December 2019, the Company entered into the Huadong Cares Ningbo Airport Subcontract Agreement III with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the facial recognition & ID authentication system for the Ningbo Airport Project, which includes but not limited to, the installation and testing of the required software and hardware and the overall system implementation as well as the one-year quality warranty for the facial recognition & ID authentication system.

On 12 December 2019, the Company entered into the Huadong Cares Ningbo Airport Subcontract Agreement IV with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the facial recognition & ID authentication system for the Ningbo Airport Project, which includes but not limited to, the procurement and delivery of the required software and hardware as well as the one-year quality warranty for the facial recognition & ID authentication system.

On 12 December 2019, the Company entered into the Huadong Cares Hongqiao Airport Subcontract Agreement I with Huadong Cares, pursuant to which Huadong Cares has agreed to subcontract to the Company the construction of the departure system interface of terminal 1 and terminal 2 for the Hongqiao Airport Project, which includes but not limited to, the procurement and delivery of the required software.

On 12 December 2019, the Company entered into the Huadong Cares Hongqiao Airport Subcontract Agreement II with Huadong Cares, pursuant to which Huadong Cares has agreed to subcontract to the Company the construction of the self-service boarding system and self-service luggage system for the Hongqiao Airport Project, which includes but not limited to, the procurement and delivery of the required software.

- 5 -

On 12 December 2019, the Company entered into the Huadong Cares Hongqiao Airport Subcontract Agreement III with Huadong Cares, pursuant to which Huadong Cares has agreed to subcontract to the Company the construction of the self-servicecheck-in system for the Hongqiao Airport Project, which includes but not limited to, the procurement and delivery of the required software.

Further details of Huadong Cares Subcontract Agreements are set out below:

1.1 Huadong Cares Jinan Airport Subcontract Agreement

Date:

29 August 2019

Parties:

(1) the Company (as contractor); and

(2) Huadong Cares (as subcontractor)

Scope of work:

The Company will subcontract to Huadong Cares the

construction of the common use self-servicecheck-in

system for the Jinan Airport Project, which includes but

not limited to, the procurement, delivery, installation

and testing of the required hardware and the overall

system implementation as well as the one-year quality

warranty for the common use self-servicecheck-in

system.

Consideration:

RMB3,360,000.00 (equivalent to approximately

HK$3,729,600.00).

The consideration shall be paid by the Company to

Huadong Cares in two instalments according to the

project progress as scheduled in the Huadong Cares

Jinan Airport Subcontract Agreement.

The above consideration has been determined and

agreed between the parties on an arm's length basis

based on the costs of the hardware including the

necessary technical support services and after taking

into account the market conditions.

1.2 Huadong Cares Xinchang Subcontract Agreement

Date:

29 August 2019

- 6 -

Parties:

(1) the Company (as contractor); and

(2) Huadong Cares (as subcontractor)

Scope of work:

The Company will subcontract to Huadong Cares the

construction of the departure system for the Xinchang

Urban Terminal Project, which includes but not limited

to, the procurement, delivery, installation and testing of

the required software and hardware and the overall

system implementation as well as the one-year quality

warranty for the departure system.

Consideration:

RMB108,200.00 (equivalent to approximately

HK$120,102.00)

The consideration shall be paid by the Company to

Huadong Cares in one lump sum according to the

project progress as scheduled in the Huadong Cares

Xinchang Subcontract Agreement.

The above consideration has been determined and

agreed between the parties on an arm's length basis

based on the costs of the software and hardware

including the necessary technical support services and

after taking into account the market conditions.

1.3 Huadong Cares Boarding Gate Subcontract Agreement

Date:

29 August 2019

Parties:

(1) the Company (as contractor); and

(2) Huadong Cares (as subcontractor)

Scope of work:

The Company will subcontract to Huadong Cares the

construction of the Boarding Gate Face Recognition

System Project, which includes but not limited to, the

installation and testing of the required software and

hardware and the overall system implementation as well

as the one-year quality warranty for the Boarding Gate

Face Recognition System Project.

Consideration:

RMB153,600.00 (equivalent to approximately

HK$170,496.00)

- 7 -

The consideration shall be paid by the Company to Huadong Cares in one lump sum according to the project progress as scheduled in the Huadong Cares Boarding Gate Subcontract Agreement.

The above consideration has been determined and agreed between the parties on an arm's length basis based on the costs of the necessary technical support services and after taking into account the market conditions.

1.4 Huadong Cares Jiujiang Airport and Ganzhou Airport Subcontract Agreement I

Date:

30 August 2019

Parties:

(1) the Company (as contractor); and

(2) Huadong Cares (as subcontractor)

Scope of work:

The Company will subcontract to Huadong Cares the

construction of the facial recognition & ID

authentication system for the Jiujiang Airport and

Ganzhou Airport Project, which includes but not

limited to, the procurement and delivery of the

required software and hardware as well as the one-

year quality warranty for the facial recognition & ID

authentication system.

Consideration:

RMB525,350.00 (equivalent to approximately

HK$583,138.50).

The consideration shall be paid by the Company to

Huadong Cares in two instalments according to the

project progress as scheduled in the Huadong Cares

Jiujiang Airport and Ganzhou Airport Subcontract

Agreement I.

The above consideration has been determined and

agreed between the parties on an arm's length basis

based on the costs of the software and hardware and

after taking into account the market conditions.

- 8 -

1.5 Huadong Cares Jiujiang Airport and Ganzhou Airport Subcontract Agreement II

Date:

30 August 2019

Parties:

(1) the Company (as contractor); and

(2) Huadong Cares (as subcontractor)

Scope of work:

The Company will subcontract to Huadong Cares the

construction of the facial recognition & ID

authentication system for the Jiujiang Airport and

Ganzhou Airport Project, which includes but not

limited to, the installation and testing of the required

software and hardware and the overall system

implementation as well as the one-year quality

warranty for the facial recognition & ID authentication

system.

Consideration:

RMB420,000.00 (equivalent to approximately

HK$466,200.00)

The consideration shall be paid by the Company to

Huadong Cares in three instalments according to the

project progress as scheduled in the Huadong Cares

Jiujiang Airport and Ganzhou Airport Subcontract

Agreement II.

The above consideration has been determined and

agreed between the parties on an arm's length basis

based on the costs of the necessary technical support

services and after taking into account the market

conditions.

1.6 Huadong Cares Nanjing Airport Subcontract Agreement

Date:

19 September 2019

Parties:

(1)

the Company (as contractor); and

(2)

Huadong Cares (as subcontractor)

- 9 -

Scope of work:

The Company will subcontract to Huadong Cares the

construction of the new-added transfer check-in counters

for the Nanjing Airport Project, which includes but not

limited to, the procurement, delivery, installation and

testing of the required software and hardware and the

overall system implementation as well as the three-year

quality warranty for the boarding station and one-year

quality warranty for the boarding reader.

Consideration:

RMB268,800.00 (equivalent to approximately

HK$298,368.00)

The consideration shall be paid by the Company to

Huadong Cares in one lump sum according to the

project progress as scheduled in the Huadong Cares

Nanjing Airport Subcontract Agreement.

The above consideration has been determined and

agreed between the parties on an arm's length basis

based on the costs of the software and hardware

including the necessary technical support services and

after taking into account the market conditions.

1.7 Huadong Cares Ningbo Airport Subcontract Agreement I

Date:

12 October 2019

Parties:

(1) the Company (as contractor); and

(2) Huadong Cares (as subcontractor)

Scope of work:

The Company will subcontract to Huadong Cares the

construction of the self-service boarding gate system for

the Ningbo Airport Project, which includes but not

limited to, the procurement, delivery, installation and

testing of the required software and hardware and the

overall system implementation as well as the three-year

quality warranty for the self-service boarding gate

system.

Consideration:

RMB1,090,000.00 (equivalent to approximately

HK$1,209,900.00)

- 10 -

The consideration shall be paid by the Company to Huadong Cares in two instalments according to the project progress as scheduled in the Huadong Cares Ningbo Airport Subcontract Agreement I.

The above consideration has been determined and agreed between the parties on an arm's length basis based on the costs of the software and hardware including the necessary technical support services and after taking into account the market conditions.

1.8 Huadong Cares Jining Airport Subcontract Agreement

Date:

21 October 2019

Parties:

(1) the Company (as contractor); and

(2) Huadong Cares (as subcontractor)

Scope of work:

The Company will subcontract to Huadong Cares the

construction of the common use self-servicecheck-in

system for the Jining Airport Project, which includes but

not limited to, the procurement, delivery, installation

and testing of the required software and hardware and

the overall system implementation as well as the one-

year quality warranty for the common use self-service

check-in system.

Consideration:

RMB193,000.00 (equivalent to approximately

HK$214,230.00)

The consideration shall be paid by the Company to

Huadong Cares in two instalments according to the

project progress as scheduled in the Huadong Cares

Jining Airport Subcontract Agreement.

The above consideration has been determined and

agreed between the parties on an arm's length basis

based on the costs of the software and hardware

including the necessary technical support services and

after taking into account the market conditions.

- 11 -

1.9 Huadong Cares Ningbo Airport Subcontract Agreement II

Date:

14 November 2019

Parties:

(1) the Company (as contractor); and

(2) Huadong Cares (as subcontractor)

Scope of work:

The Company will subcontract to Huadong Cares the

construction of the common use self-servicecheck-in

system for the Ningbo Airport Project, which includes

but not limited to, the procurement, delivery, installation

and testing of the required software and hardware and

the overall system implementation as well as the one-

year quality warranty for the common use self-service

check-in system.

Consideration:

RMB952,500.00 (equivalent to approximately

HK$1,057,275.00)

The consideration shall be paid by the Company to

Huadong Cares in two instalments according to the

project progress as scheduled in the Huadong Cares

Ningbo Airport Subcontract Agreement II.

The above consideration has been determined and

agreed between the parties on an arm's length basis

based on the costs of the software and hardware

including the necessary technical support services and

after taking into account the market conditions.

1.10 Huadong Cares Ningbo Airport Subcontract Agreement III

Date:

2 December 2019

Parties:

(1) the Company (as contractor); and

(2) Huadong Cares (as subcontractor)

- 12 -

Scope of work:

The Company will subcontract to Huadong Cares the

construction of the facial recognition & ID

authentication system for the Ningbo Airport Project,

which includes but not limited to, the installation and

testing of the required software and hardware and the

overall system implementation as well as the one-year

quality warranty for the facial recognition & ID

authentication system.

Consideration:

RMB300,000.00 (equivalent to approximately

HK$333,000.00)

The consideration shall be paid by the Company to

Huadong Cares in three instalments according to the

project progress as scheduled in the Huadong Cares

Ningbo Airport Subcontract Agreement III.

The above consideration has been determined and

agreed between the parties on an arm's length basis

based on the costs of the necessary technical support

services and after taking into account the market

conditions.

1.11 Huadong Cares Ningbo Airport Subcontract Agreement IV

Date:

12 December 2019

Parties:

(1) the Company (as contractor); and

(2) Huadong Cares (as subcontractor)

Scope of work:

The Company will subcontract to Huadong Cares the

construction of the facial recognition & ID

authentication system for the Ningbo Airport Project,

which includes but not limited to, the procurement and

delivery of the required software and hardware as well

as the one-year quality warranty for the facial

recognition & ID authentication system.

Consideration:

RMB205,700.00 (equivalent to approximately

HK$228,327.00)

- 13 -

The consideration shall be paid by the Company to Huadong Cares in two instalments according to the project progress as scheduled in the Huadong Cares Ningbo Airport Subcontract Agreement IV.

The parties may enter into a supplemental agreement to amend the consideration according to the actual purchase amount of the required software and hardware under the Huadong Cares Ningbo Airport Subcontract Agreement IV. The adjustment shall not exceed 10% of the consideration.

The above consideration has been determined and agreed between the parties on an arm's length basis based on the costs of the software and hardware and after taking into account the market conditions.

1.12 Huadong Cares Hongqiao Airport Subcontract Agreement I

Date:

12 December 2019

Parties:

(1) Huadong Cares (as contractor); and

(2) the Company (as subcontractor)

Scope of work:

Huadong Cares will subcontract to the Company the

construction of the departure system interface of

terminal 1 and terminal 2 for the Hongqiao Airport

Project, which includes but not limited to, the

procurement and delivery of the required software.

Consideration:

RMB1,920,000.00 (equivalent to approximately

HK$2,131,200.00)

The consideration shall be paid by Huadong Cares to the

Company in three instalments according to the project

progress as scheduled in the Huadong Cares Hongqiao

Airport Subcontract Agreement I.

- 14 -

The parties may enter into a supplemental agreement to amend the consideration according to the actual purchase amount of the required software under the Huadong Cares Hongqiao Airport Subcontract Agreement I. The adjustment shall not exceed 10% of the consideration.

The above consideration has been determined and agreed between the parties on an arm's length basis based on the costs of the software and after taking into account the market conditions.

1.13 Huadong Cares Hongqiao Airport Subcontract Agreement II

Date:

12 December 2019

Parties:

(1) Huadong Cares (as contractor); and

(2) the Company (as subcontractor)

Scope of work:

Huadong Cares will subcontract to the Company the

construction of the self-service boarding system and

self-service luggage system for the Hongqiao Airport

Project, which includes but not limited to, the

procurement and delivery of the required software.

Consideration:

RMB3,960,000.00 (equivalent to approximately

HK$4,395,600.00)

The consideration shall be paid by Huadong Cares to the

Company in three instalments according to the project

progress as scheduled in the Huadong Cares Hongqiao

Airport Subcontract Agreement II.

The parties may enter into a supplemental agreement to

amend the consideration according to the actual

purchase amount of the required software under the

Huadong Cares Hongqiao Airport Subcontract

Agreement II. The adjustment shall not exceed 10% of

the consideration.

- 15 -

The above consideration has been determined and agreed between the parties on an arm's length basis based on the costs of the software and after taking into account the market conditions.

1.14 Huadong Cares Hongqiao Airport Subcontract Agreement III

Date:

12 December 2019

Parties:

(1) Huadong Cares (as contractor); and

(2) the Company (as subcontractor)

Scope of work:

Huadong Cares will subcontract to the Company the

construction of the self-servicecheck-in system for the

Hongqiao Airport Project, which includes but not

limited to, the procurement and delivery of the

required software.

Consideration:

RMB960,000.00 (equivalent to approximately

HK$1,065,600.00)

The consideration shall be paid by Huadong Cares to the

Company in three instalments according to the project

progress as scheduled in the Huadong Cares Hongqiao

Airport Subcontract Agreement III.

The parties may enter into a supplemental agreement to

amend the consideration according to the actual

purchase amount of the required software under the

Huadong Cares Hongqiao Airport Subcontract

Agreement III. The adjustment shall not exceed 10%

of the consideration.

The above consideration has been determined and

agreed between the parties on an arm's length basis

based on the costs of the software and after taking into

account the market conditions.

2. REASONS FOR AND BENEFITS OF THE CONNECTED TRANSACTIONS

The Company has undertaken the Hongqiao Airport Project from Huadong Cares, and each of the Jinan Airport Project, the Xinchang Urban Terminal Project, the Boarding Gate Face Recognition System Project, the Jiujiang Airport and Ganzhou Airport Project, the Nanjing

- 16 -

Airport Project, the Ningbo Airport Project and the Jining Airport Project as a general contractor. Huadong Cares is principally engaged in the provision of computer software and hardware development and data network services. Both the Company and Huadong Cares have the necessary qualification, capability and technological skill required to carry out the relevant work as specified under the Huadong Cares Subcontract Agreements. The Board is of the view that it will be for the benefit of the Company to contract for from Huadong Cares and subcontract to Huadong Cares the relevant work as specified under the aforementioned agreements.

The Directors (including the independent non-executive Directors) are of the view that the transactions under the Huadong Cares Subcontract Agreements will be conducted in the ordinary and usual course of business of the Group and on normal commercial terms, and that the terms of the transactions are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

  1. IMPLICATIONS UNDER THE LISTING RULES
    Huadong Cares is owned as to 41% by the Company and over 30% by Eastern Airlines as at the date of this announcement. Eastern Airlines is a subsidiary of Eastern Holding, a substantial Shareholder of the Company. As such, Huadong Cares is a connected person of the Company under Rule 14A.07(4) of the Listing Rules. Therefore, the transactions contemplated under the Huadong Cares Subcontract Agreements entered into between the Company and Huadong Cares constitute connected transactions of the Company.
    Since the highest applicable percentage ratio calculated with reference to the consideration under the Huadong Cares Subcontract Agreements is more than 0.1% but less than 5%, the transactions contemplated under the Huadong Cares Subcontract Agreements are subject to the announcement requirement but exempt from the independent shareholders' approval requirement of Chapter 14A of the Listing Rules.
    Mr. Tang Bing, a non-executive Director then, who holds positions in Eastern Holding and Eastern Airlines, has abstained from voting at the Board meeting to approve the transactions under the Huadong Cares Subcontract Agreements. Except for the above, none of the Directors has a material interest in the transactions under the Huadong Cares Subcontract Agreements and none of them has abstained from voting on the relevant Board resolutions.
  2. GENERAL INFORMATION
    Information on the Group
    The Group is principally engaged in the provision of aviation information technology services in the PRC as well as the provision of accounting, settlement and clearing services and information system development and support services to domestic and worldwide airline companies.

- 17 -

Information on Huadong Cares

Huadong Cares is principally engaged in the provision of computer software and hardware development and data network services.

5. DEFINITIONS

In this announcement, the following expressions shall have the meaning set out below unless the context requires otherwise:

"Board"

the board of Directors

"Boarding Gate Face

the construction of the boarding gate face recognition system,

Recognition System

which includes but not limited to, the installation, testing and

Project"

implementation of certain system thereof

"Company"

TravelSky Technology Limited, a company incorporated

under the laws of the PRC whose shares are listed on the

Main Board of the Stock Exchange and whose American

depositary shares are traded on the over-the-counter market in

the United States of America

"connected person(s)"

has the same meaning as ascribed to it under the Listing Rules

"Director(s)"

the director(s) of the Company

"Eastern Airlines"

China Eastern Airlines Corporation Limited* (中國東方航空

股份有限公司), a subsidiary of Eastern Holding as at the date

of this announcement

"Eastern Holding"

China Eastern Air Holding Company Limited* (中國東方航

空集團有限公司), a substantial Shareholder of the Company

as at the date of this announcement

"Group"

the Company and its subsidiaries

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

Special Administrative Region

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC

- 18 -

"Hongqiao Airport Project"

the construction of the departure system interface of terminal

1 and terminal 2, the self-service boarding system and self-

service luggage system, and the self-servicecheck-in system

of the Hongqiao Airport*（虹橋機場）, which includes but not

limited to, the procurement of certain systems thereof

"Huadong Cares"

Shanghai Civil Aviation East China Cares System Integration

Co., Ltd.* (上海民航華東凱亞系統集成有限公司)

"Huadong Cares Boarding

the subcontract agreement dated 29 August 2019 between the

Gate Subcontract

Company and Huadong Cares pursuant to which the Company

Agreement"

has agreed to subcontract to Huadong Cares the construction

of the Boarding Gate Face Recognition System Project

"Huadong Cares Hongqiao

the subcontract agreement dated 12 December 2019 between

Airport Subcontract

the Company and Huadong Cares pursuant to which Huadong

Agreement I"

Cares has agreed to subcontract to the Company the

construction of the departure system interface of terminal 1

and terminal 2 for the Hongqiao Airport Project

"Huadong Cares Hongqiao

the subcontract agreement dated 12 December 2019 between

Airport Subcontract

the Company and Huadong Cares pursuant to which Huadong

Agreement II"

Cares has agreed to subcontract to the Company the

construction of the self-service boarding system and self-

service luggage system for the Hongqiao Airport Project

"Huadong Cares Hongqiao

the subcontract agreement dated 12 December 2019 between

Airport Subcontract

the Company and Huadong Cares pursuant to which Huadong

Agreement III"

Cares has agreed to subcontract to the Company the

construction of the self-servicecheck-in system for the

Hongqiao Airport Project

"Huadong Cares Jinan Airport

the subcontract agreement dated 29 August 2019 between the

Subcontract Agreement"

Company and Huadong Cares pursuant to which the Company

has agreed to subcontract to Huadong Cares the construction

of the common use self-servicecheck-in system for the Jinan

Airport Project

"Huadong Cares Jining

the subcontract agreement dated 21 October 2019 between the

Airport Subcontract

Company and Huadong Cares pursuant to which the Company

Agreement"

has agreed to subcontract to Huadong Cares the construction

of the common use self-servicecheck-in system for the Jining

Airport Project

- 19 -

"Huadong Cares Jiujiang

the subcontract agreement dated 30 August 2019 between the

Airport and Ganzhou

Company and Huadong Cares pursuant to which the Company

Airport Subcontract

has agreed to subcontract to Huadong Cares the procurement

Agreement I"

of the facial recognition & ID authentication system for the

Jiujiang Airport and Ganzhou Airport Project

"Huadong Cares Jiujiang

the subcontract agreement dated 30 August 2019 between the

Airport and Ganzhou

Company and Huadong Cares pursuant to which the Company

Airport Subcontract

has agreed to subcontract to Huadong Cares the installation,

Agreement II"

testing and implementation of the facial recognition & ID

authentication system for the Jiujiang Airport and Ganzhou

Airport Project

"Huadong Cares Nanjing

the subcontract agreement dated 19 September 2019 between

Airport Subcontract

the Company and Huadong Cares pursuant to which the

Agreement"

Company has agreed to subcontract to Huadong Cares the

construction of the new-added transfer check-in counters for

the Nanjing Airport Project

"Huadong Cares Ningbo

the subcontract agreement dated 12 October 2019 between the

Airport Subcontract

Company and Huadong Cares pursuant to which the Company

Agreement I"

has agreed to subcontract to Huadong Cares the construction

of the self-service boarding gate system for the Ningbo

Airport Project

"Huadong Cares Ningbo

the subcontract agreement dated 14 November 2019 between

Airport Subcontract

the Company and Huadong Cares pursuant to which the

Agreement II"

Company has agreed to subcontract to Huadong Cares the

construction of the common use self-servicecheck-in system

for the Ningbo Airport Project

"Huadong Cares Ningbo

the subcontract agreement dated 2 December 2019 between

Airport Subcontract

the Company and Huadong Cares pursuant to which the

Agreement III"

Company has agreed to subcontract to Huadong Cares the

installation, testing and implementation of the facial

recognition & ID authentication system for the Ningbo

Airport Project

"Huadong Cares Ningbo

the subcontract agreement dated 12 December 2019 between

Airport Subcontract

the Company and Huadong Cares pursuant to which the

Agreement IV"

Company has agreed to subcontract to Huadong Cares the

procurement of the facial recognition & ID authentication

system for the Ningbo Airport Project

- 20 -

"Huadong Cares Subcontract

collectively, the Huadong Cares Jinan Airport Subcontract

Agreements"

Agreement, the Huadong Cares Xinchang Subcontract

Agreement, the Huadong Cares Boarding Gate Subcontract

Agreement, the Huadong Cares Jiujiang Airport and Ganzhou

Airport Subcontract Agreement I, the Huadong Cares Jiujiang

Airport and Ganzhou Airport Subcontract Agreement II, the

Huadong Cares Nanjing Airport Subcontract Agreement, the

Huadong Cares Ningbo Airport Subcontract Agreement I, the

Huadong Cares Jining Airport Subcontract Agreement, the

Huadong Cares Ningbo Airport Subcontract Agreement II, the

Huadong Cares Ningbo Airport Subcontract Agreement III,

the Huadong Cares Ningbo Airport Subcontract Agreement

IV, the Huadong Cares Hongqiao Airport Subcontract

Agreement I, the Huadong Cares Hongqiao Airport

Subcontract Agreement II and the Huadong Cares Hongqiao

Airport Subcontract Agreement III

"Huadong Cares Xinchang

the subcontract agreement dated 29 August 2019 between the

Subcontract Agreement"

Company and Huadong Cares pursuant to which the Company

has agreed to subcontract to Huadong Cares the construction

of the departure system for the Xinchang Urban Terminal

Project

"Jinan Airport Project"

the construction of the common use self-servicecheck-in

system of the Jinan Airport*（濟南機場）, which includes but

not limited to, the procurement, installation, testing and

implementation of certain system thereof

"Jining Airport Project"

the construction of the common use self-servicecheck-in

system of the Jining Airport*（濟寧機場）, which includes but

not limited to, the procurement, installation, testing and

implementation of certain system thereof

"Jiujiang Airport and

the construction of the facial recognition & ID authentication

Ganzhou Airport Project"

system of the Jiujiang Airport*（九江機場）and the Ganzhou

Airport*（贛州機場）, which includes but not limited to, the

procurement, installation, testing and implementation of

certain system thereof

"Listing Rules"

the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited

- 21 -

"Nanjing Airport Project"

the construction of the new-added transfer check-in counters

of the Nanjing Airport*（南京機場）, which includes but not

limited to, the procurement, installation, testing and

implementation of certain system thereof

"Ningbo Airport Project"

the construction of the self-service boarding gate system, the

common use self-servicecheck-in system and the facial

recognition & ID authentication system of the Ｎingbo

Airport*（寧波機場）, which includes but not limited to, the

procurement, installation, testing and implementation of

certain systems thereof

"PRC"

the People's Republic of China and, for the purpose of this

announcement, excludes Hong Kong, the Macau Special

Administrative Region and Taiwan

"RMB"

Renminbi, the lawful currency of the PRC

"Shareholder(s)"

the shareholder(s) of the Company

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"subsidiary(ies)"

has the same meaning as ascribed to it under the Listing Rules

"Xinchang Urban Terminal

the construction of the departure system of the Xinchang

Project"

Urban Terminal*（新昌城市候機樓）, which includes but not

limited to, the procurement, installation, testing and

implementation of certain system thereof

"%"

per cent

* for identification purposes only

- 22 -

For the purpose of this announcement, unless otherwise indicated, the exchange rate at RMB1= HK$1.11 has been used, where applicable, for the purpose of illustration only and not constitute a representation that any amount have been, could have been or may be exchanged.

By the order of the Board

TravelSky Technology Limited

Cui Zhixiong

Chairman

Beijing, PRC

12 December 2019

As at the date of this announcement, the Board comprises:

Executive Directors:

Mr. Cui Zhixiong (Chairman) and Mr. Xiao Yinhong;

Non-executive Directors:

Mr. Han Wensheng, Mr. Zhao Xiaohang and Mr. Xi Sheng;

Independent non-executive

Mr. Cao Shiqing, Dr. Ngai Wai Fung and Mr. Liu Xiangqun.

Directors:

- 23 -

Attachments

  • Original document
  • Permalink

Disclaimer

TravelSky Technology Limited published this content on 12 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 December 2019 09:05:04 UTC