"[Ctrip's] complaints of misconduct are unsustainable in the sense that it seems clear at this stage they are factually incapable of proof and unmeritorious. In addition, the main purpose of the Petition is quite obviously to advance the rival bid supported by the Petitioner, not to advance the class interests of the shareholders the Petitioner is supposed to be representing."

"…in circumstances where no evidence was adduced by [Ctrip]supporting a potential finding that the bona fides of the independent directors was in question, the bare allegation that they were improperly motivated was bound to fail."

"…there is no credible, potential, direct, or inferential support for the allegation that the April 6, 2018 Resolution was approved not in the best interests of the Company, but because of partiality towards the Chairman.  I find that this allegation is wholly unmeritorious and that it would be an abuse of the process of this Court for such an insubstantial allegation to be further pursued."

"[The resolution to recommend for the Teamsport transaction was approved by the Board] three months after the Consortium bid was first made, on the recommendation of a Special Committee which retained its own reputable legal and financial advisors.  The whole purpose of the Special Committee's appointment was to ensure that the Chairman's involvement (or that of any other shareholder with a nominee on the Board) with any bid did not distort any assessment of the bid by the Company having regard to the interests of the shareholders generally, as distinct from those shareholders who belong to the Consortium."

"In my judgement Ctrip's commercial alignment as a supporter of the Ocean Link bid is the most pivotal single consideration in the present case. It colours both how its conduct, motivations and complaints ought to be viewed. Ctrip is not simply 'a neutral' shareholder concerned only to enforce its expectations as an investor in the Company as to how the Company's affairs would be conducted. It is obvious that Ctrip's main motive in petitioning is not simply its status as a shareholder but primarily its status as a participant in a rival bid to the one the Board has decided to accept."

"I found it ironic that Ctrip asserted the right of one bidding team to acquire shares to enable it to block an opposing bid while simultaneously complaining that the Company could not validly seek to respond to such maneuvers."

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