Common use of REASONS FOR AND BENEFITS OF THE TRANSACTIONS Clause in Contracts

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The principal activity of the Company is investment holding. The Company’s subsidiaries are principally engaged in the business of cruise and cruise related operations and leisure, entertainment and hospitality activities. CAL is a wholly-owned subsidiary of the Company. The principal activities of CAL, include but not limited to, the provision of services in connection with the assistance of handling inbound and outbound operational administration calls and to provide any travel and tour packages information and any reservation services for hotel rooms, cruises tickets, airlines tickets and any tickets for companies within the Asia Pacific region. XXX currently employed about 60 agents indirectly providing call centre services. RWS is the owner and operator of the Singapore IR which has started its phased opening from 20 January 2010. As at the date of this announcement, RWS is a wholly-owned subsidiary of GENS, which in turn is a subsidiary of GENT. As GENT is a substantial shareholder of the Company, RWS, being an associate of GENT, is a connected person of the Company under Chapter 14A of the Listing Rules. The transactions contemplated under the Amended Services Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. The Amended Services Agreement was arrived at after arm’s length negotiations between the parties, and will allow CAL to continue to generate income from providing services to parties outside the Group. Accordingly, the Board (including the Independent Non-executive Directors) with Xxx Xxx Xxx Xxx Xxxx (the Chairman, Executive Director and Chief Executive Officer and a substantial shareholder of the Company, the Chairman and Chief Executive and a shareholder of GENT, and the Executive Chairman of GENS, who, by virtue of his interest in GENT and in view of GENT’s interest in GENS and RWS, is regarded as having a material interest in the transactions) having abstained from voting on the Board resolutions relating to the Amended Services Agreement, is of the view that the terms of the Amended Services Agreement are fair and reasonable, on normal commercial terms with reference to the prevailing market rate and practice, and in the interests of the Company and its Shareholders as a whole, and that the Amended Services Agreement is entered into in the ordinary and usual course of business of CAL.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The principal activity of the Company is investment holding. The Company’s subsidiaries are principally engaged in the business of cruise and cruise related operations and leisure, entertainment and hospitality activities. CAL is a wholly-owned subsidiary of the Company. The principal activities of CAL, include but not limited to, the provision of services in connection with the assistance of handling inbound and outbound operational administration calls and to provide any travel and tour packages information and any reservation services for hotel rooms, cruises tickets, airlines tickets and any tickets for companies within the Asia Pacific region. XXX currently employed about 60 agents indirectly providing call centre services. RWS is the owner and operator of the Singapore IR which has started its phased opening from 20 January 2010. As at the date of this announcement, RWS is a wholly-owned subsidiary of GENS, which in turn is a subsidiary of GENT. As GENT is a substantial shareholder of the Company, RWS, being an associate of GENT, is a connected person of the Company under Chapter 14A of the Listing Rules. The transactions contemplated under the Amended Services Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. The Amended Services Agreement was arrived at after arm’s length negotiations between the parties, and will allow CAL to continue to generate income from providing services to parties outside the Group. Accordingly, the Board (including the Independent Non-executive Directors) with Xxx Xxx Xxx Xxx Xxxx (the Chairman, Executive Director and Chief Executive Officer and a substantial shareholder of the Company, the Chairman and Chief Executive and a shareholder of GENT, and the Executive Chairman of GENS, who, by virtue of his interest in GENT and in view of GENT’s interest in GENS and RWS, is regarded as having a material interest in the transactions) having abstained from voting on the Board resolutions relating to the Amended Services Agreement, is of the view that the terms of the Amended Services Agreement are fair and reasonable, on normal commercial terms with reference to the prevailing market rate and practice, and in the interests of the Company and its Shareholders as a whole, and that the Amended Services Agreement is entered into in the ordinary and usual course of business of CAL.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The principal activity of the Company is investment holding. The Company’s subsidiaries are principally engaged in the business of cruise and cruise related operations and leisure, entertainment and hospitality activities. CAL is a wholly-owned subsidiary of the Company. The principal activities of CAL, include but not limited to, the provision of services in connection with the assistance of handling inbound and outbound operational administration calls and to provide any travel and tour packages information and any reservation services for hotel rooms, cruises tickets, airlines tickets and any tickets for companies within the Asia Pacific region. XXX currently employed about 60 agents indirectly providing call centre services. RWS is the developer, owner and operator of the Singapore IR which has started its phased opening from 20 January 2010IR. As at the date of this announcement, RWS is a wholly-owned subsidiary of GENS, which in turn is a subsidiary of GENT. As GENT is a substantial shareholder of the Company, RWS, being an associate of GENT, is a connected person of the Company under Chapter 14A of the Listing Rules. The transactions contemplated under the Amended Services Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. The Amended Services Agreement was arrived at after arm’s length negotiations between the parties, and will allow CAL to continue to generate income from providing services to parties outside the Group. Accordingly, the Board (including the Independent Non-executive Directors) with Xxx Xxx Xxx Xxx Xxxx (the Chairman, Executive Director and Chief Executive Officer Officer, an Executive Director and a substantial shareholder of the Company, the Chairman and Chief Executive and a shareholder of GENT, and the Executive Chairman and a shareholder of GENS) and Xx. Xxx Xxxxx Xxx (an Executive Director, the Chief Information Officer and a substantial shareholder of the Company, a Non-Independent Executive Director, the Executive Director – Chairman’s Office and Chief Information Officer of GENT, and a son of Xxx Xxx Xxx Xxx Xxxx), who, by virtue of his their interest in GENT and in view of GENT’s interest in GENS and RWS, is are regarded as having a material interest in the transactions) transactions having abstained from voting on the Board resolutions relating to the Amended Services Agreement, is of the view that the terms of the Amended Services Agreement are fair and reasonable, on normal commercial terms with reference to the prevailing market rate and practicepractice and the pricing policies of the Group, and in the interests of the Company and its Shareholders as a whole, and that the Amended Services Agreement is entered into in the ordinary and usual course of business of CALthe Group.