Common use of BOARD’S APPROVAL Clause in Contracts

BOARD’S APPROVAL. The Assets Transfer Agreement and the transaction contemplated thereunder were approved by the Board. As at the date of this announcement, Xx. Xxxx Xxxxxxx (executive Director and the chairman of the Board), Xx. Xxx Xxxxxxxx (executive Director), Xx. Xxx Xxxxxxxx (non-executive Director), Mr. Xxxx Xxx (non-executive Director) and Mr. Xx Xxxxx (non-executive Director) concurrently serve as director or senior management of the Parent Company. Therefore, the above Directors are deemed or may be perceived to have a material interest in the Assets Transfer Agreement and have abstained from voting on the Board resolutions approving the Assets Transfer Agreement and the transaction contemplated thereunder. Save as disclosed above, none of the other Directors has a material interest in the Assets Transfer Agreement and the transaction contemplated thereunder and has abstained from voting at the Board resolutions approving the same. LISTING RULES IMPLICATIONS As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. The Parent Company is therefore a connected person of the Company. Accordingly, the transaction under the Assets Transfer Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the highest of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Assets Transfer Agreement is more than 0.1% but less than 5%, the Assets Transfer Agreement is subject to the reporting and announcement requirements, but is exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

BOARD’S APPROVAL. The Entrusted Assets Transfer Management Agreement and the transaction transactions contemplated thereunder thereunder, including the annual caps, were approved by the Board. As at the date of this announcement, Xx. Xxxx Xxxxxxx (executive Director and the chairman of the Board), Xx. Xxx Xxxxxxxx (executive Director), Xx. Xxx Xxxxxxxx (non-executive Director), Mr. Xxxx Xxx (non-executive Director) and Mr. Xx Xxxxx (non-executive Director) concurrently serve as director or senior management of the Parent Company. Therefore, the above Directors are deemed or may be perceived to have a material interest in the transactions contemplated under the Entrusted Assets Transfer Management Agreement and have abstained from voting on the Board resolutions approving to approve the Entrusted Assets Transfer Management Agreement and the transaction transactions contemplated thereunder. Save as disclosed above, none of including the other Directors has a material interest in the Assets Transfer Agreement and the transaction contemplated thereunder and has abstained from voting at the Board resolutions approving the sameannual caps. LISTING RULES IMPLICATIONS As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. The Parent Company is therefore a connected person of the Company. Accordingly, the transaction transactions contemplated under the Entrusted Assets Transfer Management Agreement constitutes a constitute continuing connected transaction transactions of the Company under Chapter 14A of the Listing Rules. As the highest of the applicable percentage ratios ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the Entrusted Assets Transfer Management Agreement is more than 0.1% but less than 5%, the Entrusted Assets Transfer Management Agreement is therefore subject to the reporting reporting, annual review and announcement requirements, but is exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

BOARD’S APPROVAL. The Assets Transfer Information Systems Entrusted Management Agreement and the transaction transactions contemplated thereunder thereunder, including the annual caps, were approved by the Board. As at the date of this announcement, Xx. Xxxx Xxxxxxx (executive Director and the chairman of the Board), Xx. Xxx Xxxxxxxx (executive Director), Xx. Xxx Xxxxxxxx (non-executive Director), Mr. Xxxx Xxx (non-executive Director) and Mr. Xx Xxxxx (non-executive Director) concurrently serve as director or senior management of the Parent Company. Therefore, the above Directors are deemed or may be perceived to have a material interest in the Assets Transfer Information Systems Entrusted Management Agreement and have abstained from voting on the resolutions of the Board resolutions approving the Assets Transfer Information Systems Entrusted Management Agreement and the transaction transactions contemplated thereunder, including the annual caps. Save as disclosed above, none of the no other Directors has have a material interest in the Assets Transfer Information Systems Entrusted Management Agreement and the transaction transactions contemplated thereunder and has have abstained from voting at on the resolutions of the Board resolutions approving the same, including the annual caps. LISTING RULES IMPLICATIONS Listing Rules Implications As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. The Parent Company , and is therefore a connected person of the Company. Accordingly, the transaction under Information Systems Entrusted Management Agreement and the Assets Transfer Agreement constitutes a transactions contemplated thereunder constitute continuing connected transaction transactions of the Company under Chapter 14A of the Listing Rules. As the highest of the applicable percentage ratios ratio (as defined under in Rule 14.07 of the Listing Rules) in respect of the Assets Transfer transactions contemplated under the Information Systems Entrusted Management Agreement is more than 0.1% but less than 5%, the Assets Transfer Information Systems Entrusted Management Agreement is and the transactions contemplated thereunder (including the annual caps) are subject to the reporting reporting, annual review and announcement requirements, but is exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

BOARD’S APPROVAL. The Assets Transfer VIP Traveller Services Resources Usage Agreement and the transaction transactions contemplated thereunder thereunder, including the annual caps, were approved by the Board. As at the date of this announcement, Xxthere are no overlapping directors between the Company and CAVIP. Xxxx Xxxxxxx (Moreover, while the executive Director Directors and the chairman of the Board), Xx. Xxx Xxxxxxxx (executive Director), Xx. Xxx Xxxxxxxx (non-executive Director), Mr. Xxxx Xxx (non-executive Director) and Mr. Xx Xxxxx (non-executive Director) Directors concurrently serve as director or directors and senior management of the Parent Company. Therefore, none of the above Directors are deemed or may be perceived to have a personally has any material interest in the Assets Transfer transactions contemplated under the VIP Traveller Services Resources Usage Agreement entered into by the Company and have abstained from voting on the Board resolutions approving the Assets Transfer Agreement and the transaction contemplated thereunderCAVIP. Save as disclosed aboveTherefore, none of the other Directors has a material interest in the Assets Transfer Agreement and the transaction contemplated thereunder and has abstained from voting at the Board resolutions approving meeting to approve the sameVIP Traveller Services Resources Usage Agreement and the transactions contemplated thereunder, including the annual caps. LISTING RULES IMPLICATIONS As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 58.96% of the issued share capital of the Company. The Since CAVIP is a wholly-owned subsidiary of the Parent Company Company, CAVIP is therefore a connected person of the Company. Accordingly, the transaction under VIP Traveller Services Resources Usage Agreement and the Assets Transfer Agreement constitutes a transactions contemplated thereunder constitute continuing connected transaction transactions of the Company under Chapter 14A of the Listing Rules. As the highest of the applicable percentage ratios ratio (as defined under in Rule 14.07 of the Listing Rules) in respect of the Assets Transfer transactions contemplated under the VIP Traveller Services Resources Usage Agreement is more than 0.1% but less than 5%, the Assets Transfer VIP Traveller Services Resources Usage Agreement is and the transactions contemplated thereunder (including the annual caps) are subject to the reporting reporting, annual review and announcement requirements, but is exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.