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TONGCHENG TRAVEL HOLDINGS LIMITED

(780)
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Delayed Hong Kong Stock Exchange  -  05/27 04:08:54 am EDT
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Tongcheng Elong : CONTINUING CONNECTED TRANSACTION - SUPPLEMENTAL AGREEMENT IN RELATION TO ATTRACTION TICKETING AND ACCOMMODATION SALE SERVICES

12/30/2019 | 06:51am EDT

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.

Tongcheng-Elong Holdings Limited

同 程 藝 龍 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0780)

CONTINUING CONNECTED TRANSACTION

SUPPLEMENTAL AGREEMENT

IN RELATION TO ATTRACTION TICKETING AND

ACCOMMODATION SALE SERVICES

SUPPLEMENTAL AGREEMENT IN RELATION TO ATTRACTION TICKETING AND ACCOMMODATION SALE SERVICES

Reference is made to the prospectus of the Company dated November 14, 2018 in relation to the Ctrip Travelling Resources Sales Framework Agreement pursuant to which the Group will utilize Trip.com Group's platforms to offer its accommodation booking and transportation services. Trip.com Group and/or its associates will also sell transportation ticketing services to the Group pursuant to the Ctrip Travelling Resources Sales Framework Agreement.

On December 30, 2019, with a view to enhance the collaboration between Trip.com Group and/or its associates and the Group and to expand the coverage of the existing cooperation platform between the parties, the Company entered into the Supplemental Agreement with C-Travel to amend certain terms of the Ctrip Travelling Resources Sales Framework Agreement, including, among others, that the scope of service areas where Trip.com Group and/or its associates will provide transportation ticketing services to the Group shall be expanded to include attraction ticketing and accommodation sale services.

LISTING RULES IMPLICATIONS

As at the date of this announcement, C-Travel is one of the substantial shareholders of the Company which holds approximately 19.35% of the shares in the Company, and as such, C-Travel is a connected person of the Company under the Listing Rules. Therefore, the transactions contemplated under the Amended Ctrip Travelling Resources Sales Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transactions under the Amended Ctrip Travelling Resources Sales Framework Agreement will exceed 0.1% but less than 5%, the transactions contemplated under the Amended Ctrip Travelling Resources Sales Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular (including independent financial advice) and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

1

INTRODUCTION

Reference is made to the prospectus of the Company dated November 14, 2018 in relation to the Ctrip Travelling Resources Sales Framework Agreement pursuant to which the Group will utilize Trip.com Group platforms to offer its accommodation booking and transportation services. Trip.com Group and/or its associates will also sell transportation ticketing services to the Group pursuant to the Ctrip Travelling Resources Sales Framework Agreement.

SUPPLEMENTAL AGREEMENT

On December 30, 2019, with a view to enhance the collaboration between Trip.com Group and/or its associates and the Group and to expand the coverage of the existing cooperation platform between the parties, the Company entered into the Supplemental Agreement with C-Travel to amend certain terms of the Ctrip Travelling Resources Sales Framework Agreement as follows:

  1. the scope of service areas where Trip.com Group and/or its associates will provide transportation ticketing services to the Group shall be expanded to include attraction ticketing and accommodation sale services, and that attraction ticketing sale service shall be added as one of the products and services to be offered by parties;
  2. the proposed annual caps in connection with the service fee and system maintenance fee payable by the Group to Trip.com Group and/or its associates for their transportation ticketing services under the Ctrip Travelling Resources Sales Framework Agreement shall be expanded to include fees payable for the attraction ticketing and accommodation sales services to be provided by Trip.com Group and/or its associates. The proposed annual caps for the years ending December 31, 2019 and 2020 under the Amended Ctrip Travelling Resources Sales Framework Agreement shall remain unchanged as set out in the table below:

Proposed annual caps for

the year ending December 31,

2019

2020

( in RMB' 000)

Service fee and system maintenance fee payable by

the Group to Trip.com Group and/or its associates for

their transportation ticketing, attraction ticketing and

accommodation sale services under the Amended

Ctrip Travelling Resources Sales Framework

Agreement

78,000

100,000

System maintenance fee payable by Trip.com Group

and/or its associates to the Group for offering the

Group's accommodation booking services on Trip.

com Group's platforms under the Amended Ctrip

Travelling Resources Sales Framework Agreement

30,000

35,000

Save for the above amendments, all the terms and conditions of the Ctrip Travelling Resources Sales Framework Agreement shall remain unchanged and shall continue in full force and effect and shall be not be affected in any respect.

2

REASONS FOR AND BENEFITS OF ENTERING INTO THE CONTINUING CONNECTED TRANSACTIONS

The Directors consider that entering into the Ctrip Travelling Resources Sales Framework Agreement and the Supplemental Agreement with C-Travel would benefit the Company for the following reasons:

  1. given Trip.com Group has accumulated a large user base in the online travel industry, products and services of the Group could reach a larger sales market via Trip.com Group's online and mobile platforms and further enlarge the Group's user base; and
  2. as both parties enjoy substantive market shares in the PRC's online travel agencies market and have respective advantages in different business fields, the collaboration will integrate the Group's and Trip.com Group's respective resources and further increase the Group's market share.

The terms and conditions of the Supplemental Agreement were negotiated between the parties thereto on an arm's length basis. The Directors (including the independent non-executive Directors) are of the view that the terms and conditions of the Supplemental Agreement are fair and reasonable, and the continuing connected transactions contemplated under the Amended Ctrip Travelling Resources Sales Framework Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the shareholders of the Company as a whole.

From the perspective of good corporate governance, Mr. Liang Jianzhang and Mr. Jiang Hao abstained from voting on the resolution approving the Supplemental Agreement at the relevant board meeting of the Company due to their positions at Trip.com Group. Save as disclosed above, no other Director has any material interest in the Supplemental Agreement and the transactions contemplated under the Amended Ctrip Travelling Resources Sales Framework Agreement.

IMPLICATIONS UNDER THE LISTING RULES

As at the date of this announcement, C-Travel is one of the substantial shareholders of the Company which holds approximately 19.35% of the shares in the Company, and as such, C-Travel is a connected person of the Company under the Listing Rules. Therefore, the transactions contemplated under the Amended Ctrip Travelling Resources Sales Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transactions under the Amended Ctrip Travelling Resources Sales Framework Agreement will exceed 0.1% but less than 5%, the transactions contemplated under the Amended Ctrip Travelling Resources Sales Framework Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular (including independent financial advice) and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

GENERAL INFORMATION

The Group is a market leader in the PRC's online travel industry. The Group offers a comprehensive and innovative selection of products and services covering nearly all aspects of travel, including transportation ticketing, accommodation reservation and various ancillary value-added travel products and services designed to meet users' evolving travel needs.

3

Trip.com Group is a leading provider of travel related services including accommodation reservation, transportation ticketing, packaged-tour, corporate travel management services in the PRC, and its American Depositary Shares are listed on the NASDAQ (stock symbol: TCOM). C-Travel is a limited liability company incorporated under the laws of Cayman Island, and is wholly-owned by Trip.com Group.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

"Amended Ctrip

the Ctrip Travelling Resources Sales Framework Agreement as

Travelling Resources

amended by the Supplemental Agreement

Sales Framework

Agreement"

"associate"

"Board"

"C-Travel"

"Company"

has the meaning ascribed to it under the Listing Rules

the board of Directors

C-Travel International Limited, a limited liability company incorporated under the laws of the Cayman Islands on March 3, 2006 and a wholly-owned subsidiary of Trip.com Group

Tongcheng-Elong Holdings Limited (同程藝龍控股有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands on January 14, 2016

"connected person(s)"

has the meaning ascribed to it under the Listing Rules

"Consolidated Affiliated

the entities the Company controls through certain contractual

Entities"

arrangements

"continuing connected

has the meaning ascribed to it under the Listing Rules

transaction"

"Ctrip Travelling

the travelling resources sales framework agreement dated November

Resources Sales

7, 2018 entered into between the Company and C-Travel. For more

Framework Agreement"

details, please refer to the section headed "Connected Transactions -

Summary of our Continuing Connected Transactions - B. Partially-

Exempt Continuing Connected Transactions - Ctrip Travelling

Resources Sales Framework Agreement" in the prospectus of the

Company dated November 14, 2018

"Director(s)"

"Group"

"Hong Kong"

the director(s) of the Company

the Company and its subsidiaries and Consolidated Affiliated Entities from time to time

Hong Kong Special Administrative Region of the People's Republic of China

4

"Listing Rules"

"NASDAQ"

"PRC"

"RMB"

"Stock Exchange"

"substantial shareholders"

"Supplemental Agreement"

the Rules Governing the Listing of Securities on the Stock Exchange

NASDAQ Global Select Market

the People's Republic of China

Renminbi, the lawful currency of the PRC

The Stock Exchange of Hong Kong Limited

has the meaning ascribed to it under the Listing Rules

the supplemental agreement entered into between C-Travel and the Company on December 30, 2019 to amend certain terms of the Ctrip Travelling Resources Sales Framework Agreement

"Trip.com Group"Trip.com Group Limited, previously known as Ctrip.com International, Ltd. ("Ctrip"), a limited liability company incorporated under the laws of the Cayman Islands on March 3, 2000 whose shares are listed on NASDAQ (stock symbol: TCOM)

"%"

per cent

By order of the Board

Tongcheng-Elong Holdings Limited

Ma Heping

Executive Director and

Chief Executive Officer

Hong Kong, December 30, 2019

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

Executive Directors

Independent Non-executive Directors

Wu Zhixiang (Co-Chairman)

Wu Haibing

Ma Heping (Chief Executive Officer)

Dai Xiaojing

Han Yuling

Non-executive Directors

Liang Jianzhang (Co-Chairman)

Jiang Hao

Yu Haiyang

Brent Richard Irvin

5

Disclaimer

Tongcheng-Elong Holdings Ltd. published this content on 30 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 December 2019 11:50:00 UTC


© Publicnow 2019
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Net income 2022 486 M 72,5 M 72,5 M
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Number of Analysts 21
Last Close Price 11,95 CNY
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Spread / Average Target 24,6%
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He Ping Ma Chief Executive Officer & Executive Director
Lei Fan Chief Financial Officer
Zhi Xiang Wu Co-Chairman
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Hai Bing Wu Independent Non-Executive Director
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