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(incorporated in Hong Kong under the Companies Ordinance)


The board of directors (the "Directors") of China Travel International Investment Hong Kong Limited (the "Company") announce that on 29th March, 2000, its three wholly-owned subsidiaries in the hotel operations have entered into hotel management agreements (the "Agreements") with a connected person of the Company. The entering into of the Agreements constitutes a connected transaction of the Company under the Listing Rules.

Agreements dated 29th March, 2000


Hotel Owners:(a) Hotel Metropole Holdings Limited, (b) Smart Concord Enterprises Limited and (c) Glading Development Limited ("Hotel Owners"), all of which are the wholly-owned subsidiaries of the Company and the immediate holding companies of The Metropole Hotel, Hotel Concourse and Hotel New Harbour respectively ("Hotels")
Manager:China Travel Hotel Management Hong Kong Limited ("CT Hotel"), a wholly-owned subsidiary of China Travel Service (Holdings) Hong Kong Limited ("CTSH") which is a substantial shareholder of the Company

The Agreements

Pursuant to the Agreements, the Hotel Owners have each appointed CT Hotel as the Manager to manage their respective Hotels for an initial term of 8 years with an option of renewal and at an annual remuneration, which is calculated by reference to the same charging basis as other independent parties charge, at 1% of its total revenue and 4% of its total gross profit for the year subject to the terms contained therein. The total remuneration receivable by CT Hotel for the year of 2000 under the Agreements is estimated to an aggregate amount of approximately HK$3,200,000.

The terms of the Agreement are negotiated at arm's length and are of normal commercial terms. The Directors (including independent non-executive Directors) believe that the entering into of the Agreements is in the interests of the Company and are of the opinion that the terms of the Agreement are fair and reasonable.

In the event that the total remuneration payable to CT Hotel by the Company under the Agreements in any financial year exceeds HK$10,000,000 or 3 per cent. based on the book value of the net tangible assets of the Company (whichever is the higher), the Company will comply fully with the relevant provisions of the Listing Rules in relation to connected transactions, including obtaining the Company's independent shareholders' approval, if necessary.

General Information

CT Hotel is a wholly-owned subsidiary of CTSH which beneficially holds approximately 60.18% interest in the share capital of the Company. The entering into of the Agreements constitutes a connected transaction of the Company under the Listing Rules. The purpose of this announcement is to provide shareholders with information pursuant to Rule 14.25(1) of the Listing Rules. The Company has also applied for a waiver from the ongoing announcement requirement under Rule 14.25(1) of the Listing Rules. Details of the Agreements will be included in the next published annual report of the Company.

By Order of the Board
Wu Yingqiu

Hong Kong, 30th March, 2000

Source: China Travel International Investment Hong Kong Limited
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