Transport International : CONTINUING CONNECTED TRANSACTIONS PROVISION OF NON-FRANCHISED BUS SERVICES

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.

TRANSPORT INTERNATIONAL HOLDINGS LIMITED

(載通國際控股有限公司)*

(Incorporated in Bermuda with limited liability)

(Stock Code: 62)

CONTINUING CONNECTED TRANSACTIONS

PROVISION OF NON-FRANCHISED BUS SERVICES

The Company announces that on 20 August 2020, SBL (an indirect wholly-owned subsidiary of the Company) entered into the New Bus Services Contract with SHKRE(SL) and as at the date of this announcement (i) SBL had previously entered into the Previous Shuttle Bus Services Contracts with AFFCC, HKBAC, SHKRE(SL), RESC and SHKRE respectively and (ii) the Subsidiaries (a series of indirect wholly- owned subsidiaries of the Company) had previously entered into the Previous Bus Services Contracts with KSMS, regarding the provision of various non-franchised bus services.

At the date of this announcement, SHKP is interested in approximately 39.69% shareholding interest in the Company. Since AFFCC, RESC and SHKRE(SL) are indirect wholly-owned subsidiaries of SHKP, HKBAC is an indirect non wholly- owned subsidiary of SHKP and SHKRE and KSMS are direct wholly-owned subsidiaries of SHKP, the aforesaid companies are thus associates of SHKP and connected persons of the Company under the Listing Rules. Accordingly, the transactions contemplated under the New Bus Services Contract, the Previous Shuttle Bus Services Contracts and the Previous Bus Services Contracts constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in respect of the estimated annual cap for the continuing connected transactions under the New Bus Services Contract, the Previous Shuttle Bus Services Contracts and the Previous Bus Services Contracts for the year ending 31 December 2020 are more than 0.1% but less than 5%, the transactions contemplated thereunder are only subject to the applicable reporting, announcement and annual review requirements but exempt from the circular and independent shareholders' approval requirements pursuant to Chapter 14A of the Listing Rules.

Information on the New Bus Services Contract, the Previous Shuttle Bus Services Contracts and the Previous Bus Services Contracts will be included in the relevant annual report of the Company in accordance with Rule 14A.71 of the Listing Rules.

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NEW BUS SERVICES CONTRACT, PREVIOUS SHUTTLE BUS SERVICES CONTRACTS AND PREVIOUS BUS SERVICES CONTRACTS

The Company announces that (a) on 20 August 2020, SBL, an indirect wholly-owned subsidiary of the Company entered into the New Bus Services Contract with SHKRE(SL) (referred to in item 1 below); and (b) as at the date of this announcement, (i) SBL had previously entered into the Previous Shuttle Bus Services Contracts with AFFCC, HKBAC, SHKRE(SL), RESC and SHKRE respectively (referred to in items 2 to 19 below) and (ii) the Subsidiaries had previously entered into the Previous Bus Services Contracts with KSMS (referred to in item 20 below). Details of the New Bus Services Contract, the Previous Shuttle Bus Services Contracts and the Previous Bus Services Contracts are set out below: -

	Date of	Customer	Scope of provision of	Term	Payment terms
	contract		bus services
1.	20 August	SHKRE(SL)	plying between East	1 September 2020	within 30 days
	2020		Point City and Sai	to 31 August 2021	from the date of
			Kung (North) Public		receipt of the
			Transport Interchange		invoice
2.	21 March	HKBAC	plying between Hong	1 May 2019 to	within 30 days
	2019		Kong Business	30 April 2020	from the date of
			Aviation Centre Apron		receipt of the
			and Airside Area		invoice
3.	10 March	HKBAC	plying between Hong	1 May 2020 to	within 30 days
	2020		Kong Business	31 August 2021	from the date of
			Aviation Centre Apron		receipt of the
			and Airside Area		invoice
4.	30	SHKRE	plying within Park	1 January 2020 to	within 30 days
	December		Yoho or between Yoho	31 December	from the date of
	2019		Mall and Park Yoho	2020	receipt of the
					invoice
5.	28 October	SHKRE	plying between APM	1 November 2019	within 30 days
	2019		shopping mall and Kai	to 29 February	from the date of
			Tak Cruise Terminal	2020	receipt of the
					invoice
6.	2 July	AFFCC	plying between Airport	1 July 2019 to	within 30 days
	2019		Freight Forwarding	30 November	from the date of
			Centre and Tsuen Wan	2021	receipt of the
			Yuen Tun Circuit and		invoice
			HKIA Coach Station/
			HKIA Terminal 2
7.	28 June	AFFCC	plying between Airport	1 July 2019 to	within 30 days
	2019		Freight Forwarding	30 June 2021	from the date of
			Centre and Tung		receipt of the
			Chung MTR Station		invoice
8.	2 July	SHKRE	plying between Tai Po	1 July 2019 to	within 30 days
	2019		Mega Mall and Hong	13 September	from the date of
			Kong Science Park	2020	receipt of the
					invoice
9.	2 July	SHKRE	plying between East	1 July 2019 to	within 30 days
	2019		Point City and Sai	30 June 2020	from the date of
			Kung (North) Public		receipt of the
			Transport Interchange		invoice

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	Date of	Customer	Scope of provision of	Term	Payment terms
	contract		bus services
10.	29 June	SHKRE(SL)	plying between East	1 July 2020 to	within 30 days
	2020		Point City and Sai	31 August 2020	from the date of
			Kung (North) Public			receipt of the
			Transport Interchange			invoice
11.	5 July	SHKRE	plying between Park	15	July 2019 to	within 30 days
	2019		Central and TVB City	14	July 2020	from the date of
						receipt of the
						invoice
12.	8 June	SHKRE(SL)	plying between Park	15	July 2020 to	within 30 days
	2020		Central and TVB City	14	July 2021	from the date of
						receipt of the
						invoice
13.	23	SHKRE	plying between Mikiki	1 January 2020 to	within 30 days
	December		shopping mall and Muk	31	January 2020	from the date of
	2019		Ning Street (Circular)			receipt of the
						invoice
14.	31	SHKRE	plying between Mikiki	1 February 2020	within 30 days
	December		shopping mall and Muk	to 31 May 2020	from the date of
	2019		Ning Street (Circular)			receipt of the
						invoice
15.	15	SHKRE	plying between	1 March 2019 to	within 30 days
	February		Harbour North (Hotel	28	February 2020	from the date of
	2019		VIC) and North Point			receipt of the
			Estate Lane (Circular)			invoice
16.	4 February	SHKRE(SL)	plying between	29	February 2020	within 30 days
	2020		Harbour North Phase 1	to 28 February	from the date of
			(Hyatt Centric Victoria	2021	receipt of the
			Harbour Hong Kong)			invoice
			and North Point Estate
			Lane (Circular)
17.	5 July	SHKRE	plying between	15	July 2019 to	within 30 days
	2019		Advanced Technology	14	July 2020	from the date of
			Centre and Landmark			receipt of the
			North			invoice
18.	8 June	SHKRE(SL)	plying between	15	July 2020 to	within 30 days
	2020		Advanced Technology	14	July 2021	from the date of
			Centre and Landmark			receipt of the
			North			invoice
19.	20 March	RESC	plying between St.	21	March 2020 to	within 30 days
	2020		Martin and	20	March 2022	from the date of
			HomeSquare			receipt of the
						invoice
20.	Multiple	KSMS	plying between V Walk	1 January 2020 to	cash on delivery
	quotations		and Manhattan Hill/	31	March 2020	or within 30 days
	from 1		Imperial Cullinan			from the date of
	January					receipt of the
	2020 to 31					invoice
	March
	2020

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CONSIDERATION AND ANNUAL CAPS

The service fees under the Previous Shuttle Bus Services Contracts and the Previous Bus Services Contracts are determined in accordance with the rates specified in the relevant contracts, ranging from approximately HK$350 to HK$530 per hour per bus which were determined after taking into account factors such as the number and model of buses requested, the days and hours of services requested, the relevant costs and expected loads and routes, using the prevailing market rates as a price indicator, namely, the services fees charged for similar bus operations in the market.

The annual caps regarding the New Bus Services Contract, the Previous Shuttle Bus Services Contracts and the Previous Bus Services Contracts for the three years ending 31 December 2020, 2021 and 2022 are estimated to be HK$6,850,114, HK$4,206,232 and HK$244,413 respectively. Such annual caps are determined with reference to the agreed rates or fees specified in the relevant contracts and the expected demand for the services.

REASONS AND BENEFITS FOR ENTERING INTO THE TRANSACTIONS

The Group is principally engaged in the operation of both franchised and non-franchised public transportation, property holdings and development, while SBL and the Subsidiaries offer a wide range of non-franchised bus services for specific market segments. The New Bus Services Contract, the Previous Shuttle Bus Services Contracts and the Previous Bus Services Contracts were entered into in the ordinary course of business of the Group, which are an additional source of revenue for the Group.

The Directors (including the independent non-executive Directors) consider that the New Bus Services Contract, the Previous Shuttle Bus Services Contracts and the Previous Bus Services Contracts and the transactions thereunder are on normal commercial terms which were arrived at after arm's length negotiation between the parties concerned and in the ordinary and usual course of business of the Group and the terms of which, including the estimated annual caps, are fair and reasonable and in the interests of the Group and the shareholders of the Company as a whole.

As Mr. Raymond KWOK Ping Luen (a director of the Company) is interested in certain issued shares of SHKP, his alternate director who attended the relevant Board meeting in his absence abstained from voting on the relevant Board resolution to approve and confirm the New Bus Services Contract, the Previous Shuttle Bus Services Contracts and the Previous Bus Services Contracts. In addition, Dr. Norman LEUNG Nai Pang and Dr. Eric LI Ka Cheung are directors of both the Company and SHKP, Mr. Allen FUNG Yuk Lun is a director of the Company, SHKP and HKBAC, Mr. LEE Luen Fai and Mr. LUNG Po Kwan are directors of the Company and employees of SHKP also abstained from voting on the relevant Board resolution to approve and confirm the New Bus Services Contract, the Previous Shuttle Bus Services Contracts and the Previous Bus Services Contracts. Save as disclosed above, none of the Directors is considered to have any material interests in such transactions.

IMPLICATIONS UNDER THE LISTING RULES

At the date of this announcement, SHKP is interested in approximately 39.69% shareholding interest in the Company. Since AFFCC, RESC and SHKRE(SL) are indirect wholly-owned subsidiaries of SHKP, HKBAC is an indirect non wholly-owned

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subsidiary of SHKP and SHKRE and KSMS are direct wholly-owned subsidiaries of SHKP, the aforesaid companies are thus associates of SHKP and connected persons of the Company under the Listing Rules. Accordingly, the transactions contemplated under the New Bus Services Contract, the Previous Shuttle Bus Services Contracts and the Previous Bus Services Contracts constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in respect of the estimated annual cap for the continuing connected transactions under the New Bus Services Contract, the Previous Shuttle Bus Services Contracts and the Previous Bus Services Contracts for the year ending 31 December 2020 are more than 0.1% but less than 5%, the transactions contemplated thereunder are only subject to the applicable reporting, announcement and annual review requirements but exempt from the circular and independent shareholders' approval requirements pursuant to Chapter 14A of the Listing Rules.

Information on the New Bus Services Contract, the Previous Shuttle Bus Services Contracts and the Previous Bus Services Contracts will be included in the relevant annual report of the Company in accordance with Rule 14A.71 of the Listing Rules.

GENERAL INFORMATION

AFFCC is principally engaged in the operation of airport freight forwarding centre; HKBAC is principally engaged in the operation of business aviation centre at the Chek Lap Kok Airport; SHKRE is principally engaged in the business of provision of asset and project management services and investment holding; SHKRE(SL) is principally engaged in the provision of property agency services; and RESC and KSMS are principally engaged in the business of property management services.

DEFINITIONS

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

"AFFCC"	Airport Freight Forwarding Centre Company Limited,
	a company incorporated in Hong Kong with limited
	liability and an indirect wholly-owned subsidiary of
	SHKP
"associate(s)"	has the same meaning ascribed thereto under the
	Listing Rules
"Board"	the board of Directors
"Company"	Transport International Holdings Limited, a company
	incorporated in Bermuda with limited liability and the
	shares of which are listed on the Stock Exchange
"connected person(s)"	has the same meaning ascribed thereto under the
	Listing Rules
"continuing connected	has the same meaning ascribed thereto under the
transactions"	Listing Rules

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"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HKBAC"	Hong Kong Business Aviation Centre Limited, a
	company incorporated in Hong Kong with limited
	liability and held as to 70% by Hong Kong Business
	Aviation Holding Limited, a company which is
	ultimately controlled by SHKP and held as to 20% and
	10% by China Southern Airlines Co., Limited and
	Signature Aviation PLC. respectively; China Southern
	Airlines Co., Limited and Signature Aviation PLC. are
	principally engaged in air transportation.
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"KSMS"	Kai Shing Management Services Limited, a company
	incorporated in Hong Kong with limited liability and a
	direct wholly-owned subsidiary of SHKP
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"New Bus Services	the contract dated 20 August 2020 entered into by SBL
Contract"	with SHKRE(SL), details of which are set out as item
	1 in the table above
"Previous Bus Services	the various contracts entered into by the Subsidiaries
Contracts"	with KSMS, details of which are set out as item 20 in
	the table above
"Previous Shuttle Bus	the contracts entered into by SBL with each of AFFCC,
Services Contracts"	HKBAC, SHKRE(SL), RESC and SHKRE
	respectively, details of which are set out as items 2 to
	19 in the table above
"RESC"	Royal Elite Service Company Limited, a company
	incorporated in Hong Kong with limited liability and
	an indirect wholly-owned subsidiary of SHKP
"SBL"	Sun Bus Limited, a company incorporated in Hong
	Kong with limited liability and an indirect wholly-
	owned subsidiary of the Company
"SHKP"	Sun Hung Kai Properties Limited, a company
	incorporated in Hong Kong with limited liability and
	the shares of which are listed on the Stock Exchange
	(Stock Code: 16), the principal business of which is
	investment holding according to public information

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"SHKRE"	Sun Hung Kai Real Estate Agency Limited, a company
	incorporated in Hong Kong with limited liability and a
	direct wholly-owned subsidiary of SHKP
"SHKRE(SL)"	Sun Hung Kai Real Estate (Sales and Leasing) Agency
	Limited, a company incorporated in Hong Kong with
	limited liability and an indirect wholly-owned
	subsidiary of SHKP
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subsidiaries"	Hoi Tai Tours Limited, SBL, King Yip Travel
	Company Limited, CAG Limited, Bun Tang Bus
	Service Company Limited, Frontier Transportation
	Limited and Sau Luen P.L.B. Company Limited, all
	companies incorporated in Hong Kong with limited
	liability and indirect wholly-owned subsidiaries of the
	Company
"%"	per cent

By order of the Board

Lana Woo

Company Secretary

Hong Kong, 20 August 2020

The Directors as at the date of this announcement are: -

Independent Non-executive Directors:

Dr. Norman LEUNG Nai Pang, GBS, JP (Chairman)

Dr. John CHAN Cho Chak, GBS, JP (Deputy Chairman)

Dr. Eric LI Ka Cheung, GBS, OBE, JP

Professor LIU Pak Wai, SBS, JP

Mr. TSANG Wai Hung, GBS, PDSM, JP

Non-executive Directors:

Mr. Raymond KWOK Ping Luen, JP (Ms. Susanna WONG Sze Lai as his alternate) Mr. NG Siu Chan (Ms. Winnie NG as his alternate)

Mr. Charles LUI Chung Yuen, M.H.

Mr. William LOUEY Lai Kuen (Mr. GAO Feng as his alternate) Ms. Winnie NG, JP

Mr. Allen FUNG Yuk Lun Dr. CHEUNG Wing Yui, BBS Mr. LEE Luen Fai, JP

Mr. LUNG Po Kwan

Executive Director:

Mr. Roger LEE Chak Cheong (Managing Director)

* For identification purpose only

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