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 17 March 2020, 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 departure system for the Jinan Airport Project, which includes but not limited to, the procurement and delivery of the required hardware as well as the quality warranty for the above hardware for not more than three years.

On 7 May 2020, the Company entered into the Huadong Cares Lianyungang Airport Subcontract Agreement I with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the common use self-service system for the Lianyungang Airport Project I, which includes but not limited to, the procurement, delivery, installation and testing of the required software and hardware as well as the one-year quality warranty for the common use self-service system.

On 19 June 2020, the Company entered into the Huadong Cares Lianyungang Airport Subcontract Agreement II with Huadong Cares, pursuant to which Huadong Cares has agreed to subcontract to the Company the construction of the common use self-servicecheck-in system for the Lianyungang Airport Project II, which includes but not limited to, the procurement and delivery of the required software and hardware for the common use self-servicecheck-in system.

On 14 July 2020, the Company entered into the Huadong Cares Jinggangshan Airport Subcontract Agreement with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the security inspection system and facial recognition & ID authentication system for the Jinggangshan Airport Project, which includes but not limited to, the procurement, delivery, installation and testing of the required hardware and software and the overall system implementation as well as the one-year quality warranty for the security inspection system and facial recognition & ID authentication system.

- 1 -

On 20 July 2020, the Company entered into the Huadong Cares Hongqiao Airport Subcontract Agreement with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the Hongqiao Airport Project, which includes but not limited to, the installation and testing of the required software and the overall system implementation for the data services provision.

On 20 July 2020, the Company entered into the Huadong Cares Weifang Airport Subcontract Agreement 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 Weifang Airport Project, which includes but not limited to, the procurement and delivery of the required software for the self-servicecheck-in system.

On 21 September 2020, the Company entered into the Huadong Cares Yaoqiang Airport Subcontract Agreement with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the departure control system and security inspection information management system for the Yaoqiang Airport Project, which includes but not limited to, the procurement, delivery, installation and testing of the required hardware and software and the overall system implementation as well as the two-year quality warranty for the departure control system and security inspection information management system.

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 17 March 2020, 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 departure system for the Jinan Airport Project, which includes but not limited to, the procurement and delivery of the required hardware as well as the quality warranty for the above hardware for not more than three years.

- 2 -

On 7 May 2020, the Company entered into the Huadong Cares Lianyungang Airport Subcontract Agreement I with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the common use self-service system for the Lianyungang Airport Project I, which includes but not limited to, the procurement, delivery, installation and testing of the required software and hardware as well as the one-year quality warranty for the common use self-service system.

On 19 June 2020, the Company entered into the Huadong Cares Lianyungang Airport Subcontract Agreement II with Huadong Cares, pursuant to which Huadong Cares has agreed to subcontract to the Company the construction of the common use self-servicecheck-in system for the Lianyungang Airport Project II, which includes but not limited to, the procurement and delivery of the required software and hardware for the common use self-servicecheck-in system.

On 14 July 2020, the Company entered into the Huadong Cares Jinggangshan Airport Subcontract Agreement with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the security inspection system and facial recognition & ID authentication system for the Jinggangshan Airport Project, which includes but not limited to, the procurement, delivery, installation and testing of the required hardware and software and the overall system implementation as well as the one-year quality warranty for the security inspection system and facial recognition & ID authentication system.

On 20 July 2020, the Company entered into the Huadong Cares Hongqiao Airport Subcontract Agreement with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the Hongqiao Airport Project, which includes but not limited to, the installation and testing of the required software and the overall system implementation for the data services provision.

On 20 July 2020, the Company entered into the Huadong Cares Weifang Airport Subcontract Agreement 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 Weifang Airport Project, which includes but not limited to, the procurement and delivery of the required software for the self-servicecheck-in system.

On 21 September 2020, the Company entered into the Huadong Cares Yaoqiang Airport Subcontract Agreement with Huadong Cares, pursuant to which the Company has agreed to subcontract to Huadong Cares the construction of the departure control system and security inspection information management system for the Yaoqiang Airport Project, which includes but not limited to, the procurement, delivery, installation and testing of the required hardware and software and the overall system implementation as well as the two-year quality warranty for the departure control system and security inspection information management system.

- 3 -

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

1.1 Huadong Cares Jinan Airport Subcontract Agreement

Date:

17 March 2020

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 Jinan

Airport Project, which includes but not limited to, the

procurement and delivery of the required hardware as

well as the quality warranty for the above hardware for

not more than three years.

Consideration:

RMB511,811.00 (equivalent to approximately

HK$562,992.10).

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

Jinan Airport Subcontract Agreement.

The parties may enter into a supplemental agreement to

amend the consideration according to the actual

purchase amount of the required hardware under the

Huadong Cares Jinan Airport Subcontract Agreement.

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 hardware and after taking into

account the market conditions.

- 4 -

1.2 Huadong Cares Lianyungang Airport Subcontract Agreement I

Date:

7 May 2020

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-service system for

the Lianyungang Airport Project I, which includes but

not limited to, the procurement, delivery, installation

and testing of the required software and hardware as

well as the one-year quality warranty for the common

use self-service system.

Consideration:

RMB356,000.00 (equivalent to approximately

HK$391,600.00)

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

Lianyungang Airport Subcontract Agreement I.

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 Lianyungang

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 hardware and

after taking into account the market conditions.

1.3 Huadong Cares Lianyungang Airport Subcontract Agreement II

Date:

19 June 2020

Parties:

(1)

Huadong Cares (as contractor); and

(2)

the Company (as subcontractor)

- 5 -

Scope of work:

Huadong Cares will subcontract to the Company the

construction of the common use self-servicecheck-in

system for the Lianyungang Airport Project II, which

includes but not limited to, the procurement and

delivery of the required software and hardware for the

common use self-servicecheck-in system.

Consideration:

RMB72,000 . 00 (equivalent to approximately

HK$79,200.00)

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

Lianyungang 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 and

hardware under the Huadong Cares Lianyungang

Airport Subcontract Agreement II. 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.

1.4 Huadong Cares Jinggangshan Airport Subcontract Agreement

Date:

14 July 2020

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 security inspection system and facial

recognition & ID authentication system for the

Jinggangshan Airport Project, which includes but not

limited to, the procurement, delivery, installation and

testing of the required hardware and software and the

overall system implementation as well as the one-year

quality warranty for the security inspection system and

facial recognition & ID authentication system.

- 6 -

Consideration:

RMB489,150.00 (equivalent to approximately

HK$538,065.00)

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

Jinggangshan Airport Subcontract Agreement.

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 Jinggangshan

Airport Subcontract Agreement. 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.

1.5 Huadong Cares Hongqiao Airport Subcontract Agreement

Date:

20 July 2020

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 Hongqiao Airport Project, which

includes but not limited to, the installation and testing of

the required software and the overall system

implementation for the data services provision.

Consideration:

RMB1,100,000.00 (equivalent to approximately

HK$1,210,000.00)

The consideration shall be paid by the Company to

Huadong Cares in five instalments according to the

Huadong Cares Hongqiao Airport Subcontract

Agreement.

- 7 -

The parties may enter into a supplemental agreement to amend the consideration according to the actual purchase amount of the required software and the provision of services under the Huadong Cares Hongqiao Airport Subcontract Agreement. 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 including the necessary technical support services and after taking into account the market conditions.

1.6 Huadong Cares Weifang Airport Subcontract Agreement

Date:

20 July 2020

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

Weifang Airport Project, which includes but not limited

to, the procurement and delivery of the required

software for the self-servicecheck-in system.

Consideration:

RMB144,000.00 (equivalent to approximately

HK$158,400.00)

The consideration shall be paid by Huadong Cares to the

Company in a lump sum according to the project

progress as scheduled in the Huadong Cares Weifang

Airport Subcontract Agreement.

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 Weifang Airport Subcontract

Agreement. 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.

- 8 -

1.7 Huadong Cares Yaoqiang Airport Subcontract Agreement

Date:

21 September 2020

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 control system and security

inspection information management system for the

Yaoqiang Airport Project, which includes but not

limited to, the procurement, delivery, installation and

testing of the required hardware and software and the

overall system implementation as well as the two-year

quality warranty for the departure control system and

security inspection information management system.

Consideration:

RMB25,810,206.80 (equivalent to approximately

HK$28,391,227.48)

The consideration shall be paid by the Company to

Huadong Cares in six instalments according to the

project progress as scheduled in the Huadong Cares

Yaoqiang Airport Subcontract Agreement.

The parties may enter into a supplemental agreement to

amend the consideration according to the actual

purchase amount of the required hardware and

software under the Huadong Cares Yaoqiang Airport

Subcontract Agreement. 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.

2. REASONS FOR AND BENEFITS OF THE CONNECTED TRANSACTIONS

The Company has undertaken each of the Jinan Airport Project, the Lianyungang Airport Project I, the Jinggangshan Airport Project, the Hongqiao Airport Project and the Yaoqiang Airport Project as a general contractor, and has undertaken each of the Lianyungang Airport Project II and the Weifang Airport Project from Huadong Cares. Huadong Cares is principally engaged in the provision of computer software and hardware development and data network

- 9 -

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. Xi Sheng, a non-executive Director, 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 settlement and clearing services and information system development and support services to domestic and worldwide airline companies.

- 10 -

Information on Huadong Cares

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

Information on CTHCL

CTHCL is a wholly PRC state-owned enterprise. As at the date of this announcement, it is a substantial shareholder of the Company and holds approximately 29.29% of the total issued share capital of the Company. It is principally engaged in the management of the state-owned assets and state-owned equity interests resulting from investments of the state in the group companies and its invested entities.

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

"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

"CTHCL"

China TravelSky Holding Company Limited* (中國民航信息

集團有限公司), a substantial shareholder of the Company as

at the date of this announcement

"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

- 11 -

"Hong Kong"

the Hong Kong Special Administrative Region

"Hongqiao Airport Project"

the provision of data services for the Shanghai Hongqiao

International Airport* (上海虹橋國際機場), which includes

but not limited to, the installation, testing and implementation

of certain system 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 Hongqiao

the subcontract agreement dated 20 July 2020 between the

Airport Subcontract

Company and Huadong Cares pursuant to which the Company

Agreement"

has agreed to subcontract to Huadong Cares the construction

of Hongqiao Airport Project

"Huadong Cares Jinan Airport

the subcontract agreement dated 17 March 2020 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 Jinan Airport Project

"Huadong Cares Jinggangshan

the subcontract agreement dated 14 July 2020 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 security inspection system and facial recognition & ID

authentication system for the Jinggangshan Airport Project

"Huadong Cares Lianyungang

the subcontract agreement dated 7 May 2020 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 common use self-service system for the Lianyungang

Airport Project I

"Huadong Cares Lianyungang

the subcontract agreement dated 19 June 2020 between the

Airport Subcontract

Company and Huadong Cares pursuant to which Huadong

Agreement II"

Cares has agreed to subcontract to the Company the

construction of the common use self-servicecheck-in system

for the Lianyungang Airport Project II

"Huadong Cares Subcontract

collectively, the Huadong Cares Jinan Airport Subcontract

Agreements"

Agreement, the Huadong Cares Lianyungang Airport

Subcontract Agreement I, the Huadong Cares Lianyungang

Airport Subcontract Agreement II, the Huadong Cares

Jinggangshan Airport Subcontract Agreement, the Huadong

Cares Hongqiao Airport Subcontract Agreement, the Huadong

Cares Weifang Airport Subcontract Agreement and the

Huadong Cares Yaoqiang Airport Subcontract Agreement

- 12 -

"Huadong Cares Weifang

the subcontract agreement dated 20 July 2020 between the

Airport Subcontract

Company and Huadong Cares pursuant to which Huadong

Agreement"

Cares has agreed to subcontract to the Company the

construction of the self-servicecheck-in system for the

Weifang Airport Project

"Huadong Cares Yaoqiang

the subcontract agreement dated 21 September 2020 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 departure control system and security

inspection information management system for the Yaoqiang

Airport Project

"Jinan Airport Project"

the construction of the departure system for the transit

counters of the Jinan International Airport* (濟南國際機場),

which includes but not limited to, the procurement and

delivery of certain system thereof

"Jinggangshan Airport

the construction of the security inspection system and facial

Project"

recognition & ID authentication system for the Jinggangshan

Airport* (井岡山機場), which includes but not limited to, the

procurement, installation, testing and implementation of

certain system thereof

"Lianyungang Airport Project

the construction of the common use self-service system of the

I"

Lianyungang Baitabu Airport* (連雲港白塔埠機場), which

includes but not limited to, the procurement, installation,

testing and implementation of certain system thereof

"Lianyungang Airport Project

the construction of the common use self-servicecheck-in

II"

system of the Lianyungang Baitabu Airport* (連雲港白塔埠

機場), which includes but not limited to, the procurement and

delivery of certain system thereof

"Listing Rules"

the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited

"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

- 13 -

"subsidiary(ies)"

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

"Weifang Airport Project"

the construction of the self-servicecheck-in system for the

Weifang Airport* (濰坊機場), which includes but not limited

to, the procurement and delivery of certain system thereof

"Yaoqiang Airport Project"

the construction of the departure control system and security

inspection information management system for renovation of

north corridors in terminal areas of Jinan Yaoqiang

International Airport* (濟南遙牆國際機場), which includes

but not limited to, the procurement, installation, testing and

implementation of certain system thereof

"%"

per cent

  • for identification purposes only

For the purpose of this announcement, unless otherwise indicated, the exchange rate at RMB1= HK$1.10 has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amount has been, could have been or may be exchanged.

By the order of the Board

TravelSky Technology Limited

Cui Zhixiong

Chairman

Beijing, PRC

21 September 2020

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

Executive Directors:

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

Non-executive Directors:

Mr. Zhao Xiaohang, Mr. Xi Sheng and Mr. Luo Laijun;

Independent non-executive

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

Directors:

- 14 -

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TravelSky Technology Limited published this content on 21 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 September 2020 09:24:01 UTC