CONNECTED TRANSACTIONS: XI'AN CARES SUBCONTRACT AGREEMENTS

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(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00696)

CONNECTED TRANSACTIONS:

XI'AN CARES SUBCONTRACT AGREEMENTS

On 17 June 2019, the Company entered into the Xi'an Cares Xianyang International Airport Subcontract Agreement I with Xi'an Cares, pursuant to which Xi'an Cares has agreed to subcontract to the Company the construction of the common use self-servicecheck-in system and the common use self-service luggage system for the Xianyang International Airport Project I, which includes but not limited to, the procurement, installation and testing of the required software and the overall system implementation as well as the grant of right to use twenty common use self-servicecheck-in equipment and two common use self-service luggage equipment and the maintenance thereof for a period of six years.

On 12 October 2019, the Company entered into the Xi'an Cares Xianyang International Airport Subcontract Agreement II with Xi'an Cares, pursuant to which Xi'an Cares has agreed to subcontract to the Company the construction of the common use self-servicecheck-in system and the self (automatic) bag drop system for the Xianyang International Airport Project II, which includes but not limited to, the procurement, installation and testing of the required software and the overall system implementation as well as the grant of right to use four common use self- service check-in equipment and five self (automatic) bag drop equipment and the maintenance thereof for a period of five years.

On 30 December 2019, the Company entered into the Xi'an Cares Xianyang International Airport Subcontract Agreement III with Xi'an Cares, pursuant to which Xi'an Cares has agreed to subcontract to the Company the construction of the departure system for the Xianyang International Airport Project III, which includes but not limited to, the procurement and delivery of the required software as well as the one-year quality warranty for the departure system.

On 9 March 2020, the Company entered into the Xi'an Cares Ankang Airport Subcontract Agreement with Xi'an Cares, pursuant to which Xi'an Cares has agreed to subcontract to the Company the construction of the departure system for the Ankang Airport Project, which includes but not limited to, the procurement and delivery of the required software as well as the five-year quality warranty for the departure system.

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Xi'an Cares is a non-wholly-owned subsidiary of the Company, which is owned as to 51% by the Company, 32% by Eastern Airlines, and 17% by China West Airport Group* (西部機場集團). Eastern Airlines is a subsidiary of Eastern Holding and Eastern Holding is a substantial shareholder of the Company as at the date of this announcement. Xi'an Cares is therefore a connected person of the Company under the Listing Rules. As such, the transactions contemplated under the Xi'an Cares Subcontract Agreements constitute connected transactions of the Company.

Since the highest applicable percentage ratio calculated with reference to the consideration under the Xi'an Cares Subcontract Agreements is more than 0.1% but less than 5%, the transactions contemplated under the Xi'an 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. XI'AN CARES SUBCONTRACT AGREEMENTS

On 17 June 2019, the Company entered into the Xi'an Cares Xianyang International Airport Subcontract Agreement I with Xi'an Cares, pursuant to which Xi'an Cares has agreed to subcontract to the Company the construction of the common use self-servicecheck-in system and the common use self-service luggage system for the Xianyang International Airport Project I, which includes but not limited to, the procurement, installation and testing of the required software and the overall system implementation as well as the grant of right to use twenty common use self-servicecheck-in equipment and two common use self-service luggage equipment and the maintenance thereof for a period of six years.

On 12 October 2019, the Company entered into the Xi'an Cares Xianyang International Airport Subcontract Agreement II with Xi'an Cares, pursuant to which Xi'an Cares has agreed to subcontract to the Company the construction of the common use self-servicecheck-in system and the self (automatic) bag drop system for the Xianyang International Airport Project II, which includes but not limited to, the procurement, installation and testing of the required software and the overall system implementation as well as the grant of right to use four common use self-servicecheck-in equipment and five self (automatic) bag drop equipment and the maintenance thereof for a period of five years.

On 30 December 2019, the Company entered into the Xi'an Cares Xianyang International Airport Subcontract Agreement III with Xi'an Cares, pursuant to which Xi'an Cares has agreed to subcontract to the Company the construction of the departure system for the Xianyang International Airport Project III, which includes but not limited to, the procurement and delivery of the required software as well as the one-year quality warranty for the departure system.

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On 9 March 2020, the Company entered into the Xi'an Cares Ankang Airport Subcontract Agreement with Xi'an Cares, pursuant to which Xi'an Cares has agreed to subcontract to the Company the construction of the departure system for the Ankang Airport Project, which includes but not limited to, the procurement and delivery of the required software as well as the five-year quality warranty for the departure system.

Further details of the Xi'an Cares Subcontract Agreements are set out below:

1.1 Xi'an Cares Xianyang International Airport Subcontract Agreement I

Date:	17 June 2019
Parties:	(1) Xi'an Cares (as contractor); and
	(2) the Company (as subcontractor)
Scope of work:	Xi'an Cares has agreed to subcontract to the Company
	the construction of the common use self-service check-
	in system and the common use self-service luggage
	system for the Xianyang International Airport Project I,
	which includes but not limited to, the procurement,
	installation and testing of the required software and the
	overall system implementation as well as the grant of
	right to use twenty common use self-servicecheck-in
	equipment and two common use self-service luggage
	equipment and the maintenance thereof for a period of
	six years.
Consideration:	RMB1,584,000.00 (equivalent to approximately
	HK$1,758,240.00)
	The consideration shall be paid by Xi'an Cares to the
	Company in three instalments according to the project
	progress as scheduled in the Xi'an Cares Xianyang
	International 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 the
	provision of services under the Xi'an Cares Xianyang
	International Airport Subcontract Agreement I. The
	adjustment shall not exceed 10% of the consideration.

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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.

1.2 Xi'an Cares Xianyang International Airport Subcontract Agreement II

Date:	12 October 2019
Parties:	(1) Xi'an Cares (as contractor); and
	(2) the Company (as subcontractor)
Scope of work:	Xi'an Cares has agreed to subcontract to the Company
	the construction of the common use self-service check-
	in system and the self (automatic) bag drop system for
	the Xianyang International Airport Project II, which
	includes but not limited to, the procurement, installation
	and testing of the required software and the overall
	system implementation as well as the grant of right to
	use four common use self-servicecheck-in equipment
	and five self (automatic) bag drop equipment and the
	maintenance thereof for a period of five years.
Consideration:	RMB648,000.00 (equivalent to approximately
	HK$719,280.00)
	The consideration shall be paid by Xi'an Cares to the
	Company in three instalments according to the project
	progress as scheduled in the Xi'an Cares Xianyang
	International 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 the
	provision of services under the Xi'an Cares Xianyang
	International Airport Subcontract Agreement II. The
	adjustment shall not exceed 10% of the consideration.

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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.

1.3 Xi'an Cares Xianyang International Airport Subcontract Agreement III

Date:	30 December 2019
Parties:	(1) Xi'an Cares (as contractor); and
	(2) the Company (as subcontractor)
Scope of work:	Xi'an Cares has agreed to subcontract to the Company
	the construction of the departure system for the
	Xianyang International Airport Project III, which
	includes but not limited to, the procurement and
	delivery of the required software as well as the one-
	year quality warranty for the departure system.
Consideration:	RMB106,700.00 (equivalent to approximately
	HK$118,437.00)
	The consideration shall be paid by Xi'an Cares to the
	Company in two instalments according to the project
	progress as scheduled in the Xi'an Cares Xianyang
	International Airport Subcontract Agreement III.
	The parties may enter into a supplemental agreement to
	amend the consideration according to the actual
	purchase amount of the required software under the
	Xi'an Cares Xianyang International Airport Subcontract
	Agreement III. 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.

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1.4 Xi'an Cares Ankang Airport Subcontract Agreement

Date:	9 March 2020
Parties:	(1) Xi'an Cares (as contractor); and
	(2) the Company (as subcontractor)
Scope of work:	Xi'an Cares has agreed to subcontract to the Company
	the construction of the departure system for the Ankang
	Airport Project, which includes but not limited to, the
	procurement and delivery of the required software as
	well as the five-year quality warranty for the departure
	system.
Consideration:	RMB10,025,000.00 (equivalent to approximately
	HK$11,127,750.00)
	The consideration shall be paid by Xi'an Cares to the
	Company in four instalments according to the project
	progress as scheduled in the Xi'an Cares Ankang
	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
	Xi'an Cares Ankang 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.

2. REASONS FOR AND BENEFITS OF THE CONNECTED TRANSACTIONS

The Company has undertaken each of the Xianyang International Airport Project I, the Xianyang International Airport Project II, the Xianyang International Airport Project III and the Ankang Airport Project from Xi'an Cares. Xi'an Cares is principally engaged in the provision of computer software and hardware development and data network services.

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The Company has the necessary qualifications, capabilities and technological skills required to carry out the relevant works as specified under the Xi'an Cares Subcontract Agreements. The Board is of the view that it will be for the benefit of the Company to contract for from Xi'an 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 Xi'an 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
   Xi'an Cares is a non-wholly-owned subsidiary of the Company, which is owned as to 51% by the Company, 32% by Eastern Airlines, and 17% by China West Airport Group* (西部機場集 團). Eastern Airlines is a subsidiary of Eastern Holding and Eastern Holding is a substantial shareholder of the Company as at the date of this announcement. Xi'an Cares is therefore a connected person of the Company under the Listing Rules. As such, the transactions contemplated under the Xi'an Cares Subcontract Agreements constitute connected transactions of the Company.
   Since the highest applicable percentage ratio calculated with reference to the consideration under the Xi'an Cares Subcontract Agreements is more than 0.1% but less than 5%, the transactions contemplated under the Xi'an 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. Tang Bing, a non-executive Director then, who holds positions in Eastern Holding and Eastern Airlines, has abstained from voting at the Board meeting to approve the transactions under the Xi'an Cares Subcontract Agreements. Except for the above, none of the Directors has a material interest in the transactions under the Xi'an 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 accounting, settlement and clearing services and information system development and support services to domestic and worldwide airline companies.

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Information on Xi'an Cares

Xi'an 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:

"Ankang Airport Project"	the construction of the departure system for the Ankang
	Airport* (安康機場), which includes but not limited to, the
	procurement of certain systems thereof
"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

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"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
"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 the Hong Kong Special
	Administrative Region, 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
"substantial shareholder"	has the same meaning as ascribed to it under the Listing Rules
"subsidiary(ies)"	has the same meaning as ascribed to it under the Listing Rules
"Xi'an Cares"	Civil Aviation Cares Technology of Xi'an Ltd.* (西安民航凱
	亞科技有限公司)
"Xi'an Cares Ankang Airport	the subcontract agreement dated 9 March 2020 between the
Subcontract Agreement"	Company and Xi'an Cares pursuant to which Xi'an Cares has
	agreed to subcontract to the Company the construction of the
	departure system for the Ankang Airport Project
"Xi'an Cares Subcontract	collectively, the Xi'an Cares Xianyang International Airport
Agreements"	Subcontract Agreement I, the Xi'an Cares Xianyang
	International Airport Subcontract Agreement II, the Xi'an
	Cares Xianyang International Airport Subcontract Agreement
	III and Xi'an Cares Ankang Airport Subcontract Agreement

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"Xi'an Cares Xianyang	the subcontract agreement dated 17 June 2019 between the
International Airport	Company and Xi'an Cares pursuant to which Xi'an Cares has
Subcontract Agreement I"	agreed to subcontract to the Company the construction of the
	common use self-servicecheck-in system and the common
	use self-service luggage system for the Xianyang International
	Airport Project I
"Xi'an Cares Xianyang	the subcontract agreement dated 12 October 2019 between the
International Airport	Company and Xi'an Cares pursuant to which Xi'an Cares has
Subcontract Agreement II"	agreed to subcontract to the Company the construction of the
	common use self-servicecheck-in system and the self
	(automatic) bag drop system for the Xianyang International
	Airport Project II
"Xi'an Cares Xianyang	the subcontract agreement dated 30 December 2019 between
International Airport	the Company and Xi'an Cares pursuant to which Xi'an Cares
Subcontract Agreement III"	has agreed to subcontract to the Company the construction of
	the departure system for the Xianyang International Airport
	Project III
"Xianyang International	the construction of the common use self-servicecheck-in
Airport Project I"	system and the common use self-service luggage system for
	the Xianyang International Airport* (咸陽國際機場), which
	includes but not limited to, the procurement, installation,
	testing and implementation of certain systems thereof
"Xianyang International	the construction of the common use self-servicecheck-in
Airport Project II"	system and the self (automatic) bag drop system for the
	Xianyang International Airport* (咸陽國際機場), which
	includes but not limited to, the procurement, installation,
	testing and implementation of certain systems thereof
"Xianyang International	the construction of the departure system for the Xianyang
Airport Project III"	International Airport* (咸陽國際機場), which includes but
	not limited to, the procurement of certain systems thereof
"%"	per cent
* for identification purposes only

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For the purpose of this announcement, unless otherwise indicated, the exchange rate at RMB1 = HK$1.11 has been used, where applicable, for the purpose of illustration only and not constitute a representation that any amount have been, could have been or may be exchanged.

By the order of the Board

TravelSky Technology Limited

Cui Zhixiong

Chairman

Beijing, PRC

9 March 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:

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