10:02 CHINA TRAVEL HK<00308> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. CHINA TRAVEL INTERNATIONAL INVESTMENT HONG KONG LIMITED (Incorporated in Hong Kong under the Companies Ordinance) (Stock Code: 308) CONNECTED TRANSACTION On 4 April 2005, CTS Cargo, a wholly-owned subsidiary of the Company, reached an agreement with the CTSIT Management whereby CTS Cargo would sell all its interest in the entire registered capital of SHIEC for a consideration of RMB14,295,387.69 (approximately HK$13,486,214.80). The CTSIT Management are directors and senior management of CTSIT and therefore are connected persons of the Company. The Disposal constitutes a connected transaction for the Company under the Listing Rules. As each of the applicable percentage ratios as defined in Rule 14A.10 of the Listing Rules is more than 0.1% but less than 2.5%, the Disposal falls within the provision of Rule 14A.32 and is only subject to the reporting and announcement requirements and is exempt from the independent shareholders' approval requirements. Details of the Disposal is accordingly disclosed in this announcement and will be included in the next published annual report of the Company in accordance with Rule 14A.45. DETAILS OF THE DISPOSAL AGREEMENT Date: 4 April 2005 Parties: (1) CTS Cargo acting through its agents, as the vendor; and (2) CTSIT Management, as the purchasers. Assets disposed The entire registered capital of SHIEC will be sold under the Disposal Agreement. For further information about SHIEC, please refer to the paragraph headed "Information on SHIEC" below. The CTSIT Management will take up the entire registered capital of SHIEC in the following proportion: % in SHIEC Name Share of consideration to be acquired *(Wang Jia Ao) RMB2,859,077.54 20% (approximately HK$2,697,242.96) *(Gu Ping Pu) RMB2,382,540.79 16.6665% (approximately HK$2,247,679.99) *(Zhou Xu Qing) RMB1,977,480.98 13.833% (approximately HK$1,865,548.09) *(Cai Xian Zhong) RMB1,977,480.98 13.833% (approximately HK$1,865,548.09) *(Liu Hong) RMB1,977,695.41 13.8345% (approximately HK$1,865,750.39) *(Dong Wei Zhong) RMB1,215,107.95 8.5% (approximately HK$1,146,328.26) *(Zhu Zhao Rong) RMB953,002.02 6.6665% (approximately HK$899,058.51) *(Ma Chuan You) RMB953,002.02 6.6665% (approximately HK$899,058.51) TOTAL: RMB14,295,387.69 100% (approximately HK$13,486,214.80) Under the Disposal Agreement, all the earnings of SHIEC for the period commenced from 30 June 2004 will belong to the CTSIT Management Completion After the signing of the Disposal Agreement, the parties will apply for the approval from the relevant State Administration for Industry and Commerce for the transfer contemplated under the Disposal Agreement. The Disposal will be deemed to be completed once such approval is obtained. If such approval cannot be obtained within 2 months from the signing of