(1) GENERAL MANDATES TO ISSUE SHARESAND REPURCHASE SHARES;(2) RE-ELECTION OF RETIRING DIRECTORS;(3) RE-APPOINTMENT OF AUDITOR;(4) DECLARATION OF FINAL DIVIDEND;(5) PROPOSED ADOPTION OF THE 2024 SHARE SCHEME;(6) PROPOSED AMENDMENTS TO THE FOURTH AMENDED ANDRESTATED ARTICLES OF ASSOCIATION ANDTHE ADOPTION OF THE FIFTH AMENDED AND RESTATEDARTICLES OF ASSOCIATION;AND(7) NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about this circular or as to the action to be taken you should consult your stockbroker bank manager solicitor professional accountant or other professional adviser.If you have sold or transferred all your shares in Tongcheng Travel Holdings Limited you should at once hand this circular to the purchaser or transferee or to the bank stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular 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 circular.Tongcheng Travel Holdings Limited同程旅行控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 0780) (1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) RE-APPOINTMENT OF AUDITOR; (4) DECLARATION OF FINAL DIVIDEND; (5) PROPOSED ADOPTION OF THE 2024 SHARE SCHEME; (6) PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE FIFTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION; AND (7) NOTICE OF ANNUAL GENERAL MEETING A notice convening the annual general meeting of Tongcheng Travel Holdings Limited to be held at Meeting Room Canglang 2/F Four Points by Sheraton Suzhou No. 8 Moon Bay Road Suzhou Industrial Park Jiangsu China at 3:00 p.m. on June 26 2024 is set out on pages 60 to 66 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.tongchengir.com). Whether or not you are able to attend the annual general meeting you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company Computershare Hong Kong Investor Services Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the annual general meeting (or any adjournment thereof) if they so wish and in such event the form of proxy shall be deemed to be revoked.Treasury Shares if any and registered under the name of the Company shall have no voting rights at the general meeting(s) of the Company. For the avoidance of doubt solely from the perspective of the Listing Rules the Company shall procure upon depositing any treasury Shares in CCASS the abstention from voting at any of its general meeting(s) in relation to those shares.June 3 2024CONTENTS Page DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Repurchase Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Re-appointment of the Auditor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Final Dividend and Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . 8 Proposed Adoption of the 2024 Share Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Proposed Amendments to the Fourth Amended and Restated Articles of Association and the Adoption of the Fifth Amended and Restated Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 APPENDIX I – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . 14 APPENDIX II – DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 APPENDIX III – SUMMARY OF THE PRINCIPAL TERMS OF THE 2024 SHARE SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . 21 APPENDIX IV – PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 – i –DEFINITIONS In this circular unless the context otherwise requires the following expressions shall have the following meanings: “2018 Share Incentive Plan” the share incentive plan adopted and approved by the Company on March 9 2018 “2019 RSU Plan” the 2019 restricted share unit plan adopted and approved by the Company on July 2 2019 “2019 Share Option Plan” the 2019 share option plan approved by an ordinary resolution passed by shareholders of the Company at the extraordinary general meeting of the Company on August 22019 “2022 RSU Plan” the 2022 restricted share unit plan adopted and approved by the Company on March 22 2022 “2022 Share Option Plan” the 2022 share option plan approved by an ordinary resolution passed by shareholders of the Company at the annual general meeting of the Company on May 31 2022 “2024 Share Scheme” the share incentive scheme of the Company proposed to be approved at the AGM a summary of the principal terms of which is set out in Appendix III to this circular “2024 Share Scheme Rules” or the rules relating to the 2024 Share Scheme as amended “Scheme Rules” from time to time “Adoption Date” the date on which the 2024 Share Scheme is approved by the Shareholders at the AGM “Annual General Meeting” or the annual general meeting of the Company to be held at “AGM” Meeting Room Canglang 2/F Four Points by Sheraton Suzhou No. 8 Moon Bay Road Suzhou Industrial Park Jiangsu China at 3:00 p.m. on June 26 2024 or any adjournment thereof notice of which is set out on pages 60 to 66 of this circular “Articles of Association” or the fourth amended and restated articles of association of“Fourth Amended and Restated the Company adopted on September 8 2022Articles of Association” “Award” an award granted under the 2024 Share Scheme by the Board to a Grantee which may take the form of a Share Option or a Share Award and which shall be funded by Award Shares – 1 –DEFINITIONS “Award Letter” a letter issued by the Company in respect of each grant of Awards in such form as the Scheme Administrator may from time to time determine setting out the terms and conditions of the Award “Award Shares” new Shares (including treasury Shares) underlying an Award “Beijing E-dragon” Beijing eLong Information Technology Co. Ltd. (北京艺 龙信息技术有限公司) a limited liability company established under the laws of the PRC on November 28 2000 which is one of the contractual arrangement entities “Board” the board of Directors “Cayman Companies Act” the Companies Act Chapter 22 (Act 3 of 1961 as consolidated and revised) of the Cayman Islands “CCASS” the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited “China” or “PRC” People’s Republic of China “Company” Tongcheng Travel Holdings Limited (同程旅行控股有限 公司) an exempted company with limited liability incorporated under the laws of the Cayman Islands on January 14 2016 “Consolidated Affiliated Entities” the entities we control through certain contractual arrangements “Director(s)” the director(s) of the Company “Eligible Participant(s)” an Employee Participant or Related Entity Participant “Employee Participant(s)” any person who is an employee (whether full-time or part-time) director or officer of any member of the Group including persons who are granted Awards under the 2024 Share Scheme as an inducement to enter into employment contracts with any member of the Group “Exercise Period” in respect of any Award the period during which the Grantee may exercise the Award – 2 –DEFINITIONS “Exercise Price” in respect of the Share Option the price per Share at which the Grantee may subscribe for Shares upon the exercise of a Share Option awarded under the 2024 Share Scheme“Fifth Amended and Restated the fifth amended and restated articles of association ofArticles of Association” the Company incorporating and consolidating all the Proposed Amendments “General Mandate” a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot issue and/or deal with Shares (including any sale and/or transfer of Shares out of treasury that are held as treasury Shares) not exceeding 15% of the number of issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution granting the General Mandate “Grant Date” the date on which the grant of an Award is made to a Grantee being the date of the Award Letter in respect of such Award “Grantee” any Eligible Participant approved for participation in the 2024 Share Scheme and who has been granted any Award “Group” the Company and its subsidiaries and Consolidated Affiliated entities from time to time “HKD” Hong Kong Dollar the lawful currency in circulation of the Hong Kong Special Administrative Region of the People’s Republic of China “HKSCC” Hong Kong Securities Clearing Company Limited a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Latest Practicable Date” May 24 2024 being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time – 3 –DEFINITIONS “Management” the Chief Executive Officer Chief Financial Officer Chief Operation Officer and Chief Technical Officer of the Company “Proposed Amendments” the proposed amendments to the Fourth Amended and Restated Articles of Association set out in Appendix IV to this circular “Related Entity Participant” any person who is an employee (whether full-time or part-time or other employment relationship) director or officer of an associate company of the Company as further detailed in the Appendix III to this circular “Repurchase Mandate(s)” a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the number of the issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution granting the Repurchase Mandate “RMB” Renminbi the lawful currency of the PRC “Scheme Administrator” the Board any committee of the Board the Management or other person to whom the Board has delegated its authority to administer the 2024 Share Scheme in accordance with the Scheme Rules “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended supplemented or otherwise modified from time to time “Share(s)” ordinary share(s) in the share capital of the Company currently of nominal value US$0.0005 each “Shareholder(s)” the holder(s) of the Share(s) “Share Award” an award which vests in the form of the right to subscribe for and/or to be issued such number of Award Shares as the Scheme Administrator may determine at the Issue Price in accordance with the terms of the Scheme Rules “Share Option” an award which vests in the form of the right to subscribe for such number of Award Shares as the Scheme Administrator may determine during the Exercise Period at the Exercise Price in accordance with the terms of the Scheme Rules – 4 –DEFINITIONS “Stock Exchange” The Stock Exchange of Hong Kong Limited “Suzhou Chengyi” Suzhou Chengyi Internet Technology Limited (苏州程艺 网络科技有限公司) a limited liability company established under the laws of the PRC on March 21 2018 which is of the contractual arrangement entities “Takeovers Code” the Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong as amended from time to time “Tencent” Tencent Holdings Limited a company redomiciled to the Cayman Islands on February 27 2004 as an exempted company under the laws of the Cayman Islands whose shares are listed on the Main Board of the Stock Exchange (stock code: 700) “Tongcheng Network” Tongcheng Network Technology Limited (同程网络科技 股份有限公司) a joint stock limited company established under the laws of the PRC on March 10 2004 “treasury Shares” has the meaning ascribed to it under the Listing Rules which will come into effect on June 11 2024 “Trip.com Group” Trip.com Group Limited previously known as Ctrip.com International Ltd. a limited liability company incorporated under the laws of the Cayman Islands on March 3 2000 whose shares are listed on NASDAQ (stock symbol: TCOM) and the Main Board of the Stock Exchange (stock code: 9961) “Vesting Date(s)” the date or dates as determined from time to time by the Scheme Administrator on which an Award (or part thereof) is to vest in the relevant Grantee and upon which the Grantee may exercise the Award as determined by the Scheme Administrator pursuant to the 2024 Share Scheme Rules unless a different Vesting Date is deemed to occur in accordance with the 2024 Share Scheme Rules “%” per cent – 5 –LETTER FROM THE BOARD Tongcheng Travel Holdings Limited同程旅行控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 0780) Executive Directors: Registered office in the Cayman Islands: Mr. WU Zhixiang (Co-Chairman) Conyers Trust Company (Cayman) Limited Mr. MA Heping (Chief Executive Officer) Cricket Square Hutchins Drive Non-executive Directors: P.O. Box 2681 Mr. LIANG Jianzhang (Co-Chairman) Grand Cayman Mr. JIANG Hao KY1-1111 Mr. XIE Qing Hua Cayman Islands Mr. Brent Richard IRVIN Principal place of business in Hong Kong: Independent Non-executive Directors: 31/F Tower Two Times Square Mr. YANG Chia Hung 1 Matheson Street Mr. DAI Xiaojing Causeway Bay Ms. HAN Yuling Hong Kong June 3 2024 To the Shareholders Dear Sir or Madam (1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) RE-APPOINTMENT OF AUDITOR; (4) DECLARATION OF FINAL DIVIDEND; (5) PROPOSED ADOPTION OF THE 2024 SHARE SCHEME; (6) PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE FIFTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION; AND (7) NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (a) granting of the General Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; (b) the re-election of the retiring Directors; (c) the re-appointment of the auditor of the Company; (d) – 6 –LETTER FROM THE BOARD the declaration of final dividend; (e) the proposed adoption of the 2024 Share Scheme; and (f) the Proposed Amendments to the Fourth Amended and Restated Articles of Association and the adoption of the Fifth Amended and Restated Articles of Association.GENERAL MANDATE TO ISSUE SHARES In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue any new Shares (including any sale or transfer of treasury Shares) approval is to be sought from the Shareholders pursuant to the Listing Rules for the General Mandate to issue Shares. At the Annual General Meeting an ordinary resolution numbered 5(A) will be proposed to grant the General Mandate to the Directors to exercise the powers of the Company to allot issue and deal with the additional Shares (including any sale or transfer of treasury Shares) not exceeding 15% of the number of issued Shares (excluding any treasury Shares) as at the date of passing of the resolution in relation to the General Mandate.As at the Latest Practicable Date 2276471649 Shares have been fully paid. Subject to the passing of the ordinary resolution numbered 5(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting the Company will be allowed to issue (or transfer out of the treasury) a maximum of 341470747 Shares.In addition subject to a separate approval of the ordinary resolution numbered 5(C) the number of Shares purchased by the Company under ordinary resolution numbered 5(B) will also be added to extend the General Mandate as mentioned in ordinary resolution numbered 5(A) provided that such additional amount shall represent up to 10% of the number of issued Shares (excluding any treasury Shares) as at the date of passing the resolutions in relation to the General Mandate and Repurchase Mandate.As at the Latest Practicable Date the Company did not have any plan to issue new Shares under the General Mandate.REPURCHASE MANDATE TO REPURCHASE SHARES In addition an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares (excluding any treasury Shares) as at the date of passing of the resolution in relation to the Repurchase Mandate.As at the Latest Practicable Date 2276471649 Shares have been fully paid. Subject to the passing the ordinary resolution numbered 5(B) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting the Company will be allowed to repurchase a maximum of 227647164 Shares.– 7 –LETTER FROM THE BOARD An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix I to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.RE-ELECTION OF RETIRING DIRECTORS In accordance with Article 84(1) of the Articles of Association one-third of the Directors for the time being (or if their number is not a multiple of three then the number nearest to but not less than one-third) will retire from office by rotation and will be eligible for re-election and re-appointment at every annual general meeting provided that every Director shall be subject to retirement by rotation at least once every three years. Accordingly Mr. Ma Heping Mr. Brent Richard Irvin and Mr. Dai Xiaojing will retire and being eligible have offered themselves for re-election as Directors at the Annual General Meeting.Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.RE-APPOINTMENT OF THE AUDITOR PricewaterhouseCoopers will retire as the auditor of the Company at the Annual General Meeting and being eligible offer themselves for re-appointment.The Board proposed to re-appoint PricewaterhouseCoopers as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company and such appointment is subject to the possession of relevant audit qualifications of PricewaterhouseCoopers and that the provision of audit service to the Company is not affected.FINAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS As stated in the announcement of the Company dated March 19 2024 relating to the annual results of the Group for the year ended 31 December 2023 the Board has recommended the payment of a final dividend of HKD0.15 per Share for the year ended 31 December 2023 subject to the approval of the Shareholders at the AGM. The final dividend will be payable on or about July 19 2024 to the Shareholders whose names appear on the register of members of the Company on July 5 2024.For the purpose of determining the entitlement to the final dividend the register of members of the Company will be closed from July 3 2024 (Wednesday) to July 5 2024 (Friday) both days inclusive during which period no transfer of shares of the Company will be registered. In order to be entitled to the final dividend all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar Computershare Hong Kong Investor Services Limited at Shops 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong not later than 4:30 p.m. on July 2 2024 (Tuesday).– 8 –LETTER FROM THE BOARD PROPOSED ADOPTION OF THE 2024 SHARE SCHEME As at the Latest Practicable Date the Board has resolved to propose the adoption of the 2024 Share Scheme to be approved. In proposing the adoption of the 2024 Share Scheme the Board has considered various factors including: (i) the respective scheme mandate under the 2018 Share Incentive Plan the 2019 RSU Plan the 2019 Share Option Plan the 2022 RSU Plan and the 2022 Share Option Plan (collectively the “Existing Share Incentive Plans”) has been fully utilized and no further grants will be made under the aforementioned plans (ii) the need for the Company to grant share awards and share options to employees of the Group (including directors and senior managers) to incentivize and encourage them to contribute to the long-term growth performance and profits of the Company and (iii) the Board proposes to adopt the 2024 Share Scheme to broaden the types of equity incentives that the Company can utilize as part of its incentive strategy and also to ensure that the new scheme adopted shall be in compliance with the requirements under Chapter 17 of the Listing Rules.Purpose of the 2024 Share Scheme The purpose of the 2024 Share Scheme is to provide the Company with a flexible means of attracting remunerating incentivizing retaining rewarding compensating and/or providing benefits to Eligible Participants through aligning the interests of Eligible Participants with those of the Company and Shareholders by providing them with an opportunity to acquire proprietary interests in the Company and become Shareholders and thereby encouraging Eligible Participants to contribute to the long-term growth performance and profits of the Company and to enhance the value of the Company and its Shares for the benefit of the Company and Shareholders as a whole.Scheme mandate of the 2024 Share Scheme As at the Latest Practicable Date there were 2276471649 Shares in issue. Assuming there is no change in the number of issued Shares during the period from the Latest Practicable Date to the Adoption Date the maximum number of Shares issuable pursuant to the 2024 Share Scheme is 22764716 Shares representing approximately 1% of the total number of Shares in issue (excluding any treasury Shares) on the date of approval of the 2024 Share Scheme. For the avoidance of doubt immediately upon the 2024 Share Scheme taking effect (i) the Existing Share Incentive Plans shall terminate and no further grants will be made under the respective plans and (ii) the Company has no other share schemes to which awards can be granted thereunder. The Company may seek approval from its Shareholders in a general meeting for amending the Scheme Mandate Limit.Condition of the adoption of the 2024 Share Scheme As at the Latest Practicable Date no trustee has been appointed to administer and implement the 2024 Share Scheme. In the event a trustee is appointed to administer and implement the 2024 Share Scheme such trustee (if so appointed) will be independent of the Company and its connected persons in accordance with the Listing Rules.– 9 –LETTER FROM THE BOARD Adoption of the 2024 Share Scheme is conditional upon: (a) the passing of the ordinary resolutions by the Shareholders at the AGM to approve and adopt the 2024 Share Scheme; and (b) the Listing Committee of the Stock Exchange granting approval of the listing of and permission to deal in the Shares to be allotted and issued pursuant to the Awards.The Board has resolved that immediately upon the 2024 Share Scheme taking effect the Existing Share Incentive Plans shall terminate and no further grants will be made under the respective plans. The termination of the Existing Share Incentive Plans shall not affect the validity of the outstanding share options and share awards granted under the Existing Share Incentive Plans which shall continue to vest be valid and exercisable in accordance with the terms of the Existing Share Incentive Plans. As at the Latest Practicable Date an aggregate of 126336485 options (pursuant to which a maximum of 292571506 Shares may be issued by the Company if fully exercised) and 48527438 share awards (pursuant to which a maximum of 87119066 Shares may be issued by the Company when fully vested) remain outstanding under the Existing Share Incentive Plans.Explanation of the terms of the 2024 Share Scheme Please see Appendix III to this circular for: (a) a summary of the principal terms of the 2024 Share Scheme. This summary serves as an overview of these terms and does not constitute the full reproduction of the terms or a comprehensive list of all the rules under the 2024 Share Scheme; and (b) in italics and as notes to the summary the views of the Directors and Remuneration Committee as to the appropriateness and reasonableness of particular terms and how they align with the purpose of the 2024 Share Scheme.Value of Share Options It is not practicable to state the value of all the Share Options that can be granted pursuant to the 2024 Share Scheme as if they had been granted on the Latest Practicable Date as a number of factors crucial for the calculation of the value of Share Options cannot be determined. Such factors include the exercise price exercise period any vesting period any performance targets set and any other terms and conditions that the Board may impose with respect to the Share Options. Therefore at this stage any calculation of the value of the Share Options as at the Latest Practicable Date based on the large number of speculative assumptions would not be meaningful and would be misleading to the Shareholders.Document on display Copy of the 2024 Share Scheme Rules will be published for 14 days from the date of this circular on the websites of the Stock Exchange and the Company. The 2024 Share Scheme Rules will be made available for inspection at the AGM.– 10 –LETTER FROM THE BOARD PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE FIFTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION The Board proposes (a) certain amendments to the Fourth Amended and Restated Articles of Association currently in force for the purpose of inter alia (i) bringing the articles of association of the Company in line with the Listing Rules which mandate the electronic dissemination of corporate communications by listed issuers to their securities holders from December 31 2023 onwards; and (ii) make other house-keeping amendments to clarify update and/or modify certain provisions of the Fourth Amended and Restated Articles of Association in accordance with or to better align with the applicable laws; and (b) to adopt the Fifth Amended and Restated Articles of Association incorporating and consolidating all the Proposed Amendments. Details of the Proposed Amendments are set out in Appendix IV to this circular.The legal advisers to the Company as to Hong Kong laws and the Cayman Islands laws have respectively confirmed that the Proposed Amendments conform with the Listing Rules (including the requirements of Appendix A) and the laws of the Cayman Islands. The Company also confirms that there is nothing unusual in the Proposed Amendments from the perspective of a Cayman Islands company listed on the Stock Exchange.The Proposed Amendments and the proposed adoption of the Fifth Amended and Restated Articles of Association are subject to the Shareholders’ approval by way of a special resolution at the AGM or any adjourned meeting.NOTICE OF ANNUAL GENERAL MEETING Set out on pages 60 to 66 of this circular is the notice of the Annual General Meeting at which inter alia resolutions will be proposed to Shareholders to consider and approve the granting of the General Mandate to issue Shares and the Repurchase Mandate to repurchase Shares the re-election of the retiring Directors the re-appointment of the auditor of the Company the declaration of final dividend the proposed adoption of the 2024 Share Scheme and amendments to the Fourth Amended and Restated Articles of Association and the adoption of the Fifth Amended and Restated and Articles of Association.FORM OF PROXY A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.tongchengir.com). Whether or not you intend to attend the Annual General Meeting you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company Computershare Hong Kong Investor Services Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting (or any adjournment thereof) if they so wish and in such event the form of proxy shall be deemed to be revoked.– 11 –LETTER FROM THE BOARD VOTING BY POLL There is no Shareholder who has any material interest in the proposed resolutions regarding the General Mandate and Repurchase Mandate therefore none of the Shareholders is required to abstain from voting on such resolutions.Pursuant to Rule 13.39(4) of the Listing Rules and Article 66(1) of the Articles of Association any resolution put to the vote of the Shareholders at a general meeting shall be decided on a poll except where the chairman of the Annual General Meeting in good faith decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly each of the resolutions set out in the notice will be taken by way of poll.On a poll every Shareholder present in person or by proxy or in the case of a Shareholder being a corporation by its duly authorized representative shall have one vote for every fully paid Share of which he/she is the holder. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same way.Treasury Shares if any and registered under the name of the Company shall have no voting rights at the general meeting(s) of the Company. For the avoidance of doubt solely from the perspective of the Listing Rules the Company shall procure upon depositing any treasury Shares in CCASS the abstention from voting at any of its general meeting(s) in relation to those shares.RECOMMENDATION The Directors consider that the proposed resolutions for the granting of the General Mandate to issue Shares the Repurchase Mandate to repurchase Shares the re-election of the retiring Directors the re-appointment of the auditor of the Company the declaration of final dividend the proposed adoption of the 2024 Share Scheme and the amendments to the Fourth Amended and Restated and Articles of Association and the adoption of the Fifth Amended and Restated Articles of Association are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.– 12 –LETTER FROM THE BOARD RESPONSIBILITY STATEMENT This circular for which the Directors collectively and individually accept full responsibility includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.Yours faithfully By order of the Board Tongcheng Travel Holdings Limited MA Heping Executive Director and Chief Executive Officer – 13 –APPENDIX I EXPLANATORY STATEMENT The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.SHARE CAPITAL As at the Latest Practicable Date the number of issued Shares was 2276471649 Shares of nominal value of US$0.0005 each which have been fully paid (with no treasury Shares).Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting the Company will be allowed to repurchase a maximum of 227647164 Shares which represent 10% of the issued Shares (excluding any treasury Shares) during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying such mandate.REASONS FOR AND FUNDING OF REPURCHASES The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase its Shares in the market. Such repurchases may depending on market conditions and funding arrangements at the time lead to an enhancement of the Company’s net asset value and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands.The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Subject to the foregoing the Directors may make repurchases with profits of the Company or from sums standing to the credit of the share premium account of the Company or the proceeds of a fresh issuance of shares made for the purpose of the repurchase or if authorized by the Articles of Association and subject to the Cayman Companies Act out of capital. Any payment out of capital by the Company for the redemption or purchase of its own shares can only be made on the basis that immediately following the date on which the payment is proposed to be made the Company shall be able to pay its debts as they fall due in the ordinary course of business.The Directors have no present intention to repurchase any Shares nor any plan to repurchase Shares under the Repurchase Mandate as at the Latest Practicable Date and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors believe that if the Repurchase Mandate is exercised in full it may not have a material adverse impact on the working capital and gearing position of the Company as compared with the positions disclosed in the audited consolidated financial statements of the Company as at December 31 2023 being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would in the circumstances have a material adverse effect on the working capital requirements of the Company or its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.– 14 –APPENDIX I EXPLANATORY STATEMENT GENERAL None of the Directors nor to the best of their knowledge having made all reasonable enquiries their respective close associates (as defined in the Listing Rules) have any present intention if the Repurchase Mandate is approved by the Shareholders to sell any Shares to the Company.The Directors have undertaken to the Stock Exchange that so far as the same may be applicable they will exercise the Repurchase Mandate in accordance with the Listing Rules the Articles of Association and the applicable laws of the Cayman Islands.No core connected person (as defined in the Listing Rules) has notified the Company that he or she has a present intention to sell any Shares to the Company or has undertaken not to do so if the Repurchase Mandate is approved by the Shareholders.Upon the proposed amendments to the Listing Rules as to treasury shares coming into effect on June 11 2024 in the event the Company conducts a repurchase of Shares the Company may cancel such repurchased Shares or hold them as treasury Shares subject to market conditions and the Group’s capital management needs at the relevant time of the repurchases. For the avoidance of doubt pursuant to the applicable laws of the Cayman Islands treasury Shares must be held in the name of the Company.For any treasury Shares deposited with CCASS pending resale on the Stock Exchange the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions withdraw the treasury Shares from CCASS and either re-register them in its own name as treasury Shares or cancel them in each case before the record date for the dividends or distributions or take any other measures to ensure that it will not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.The Company confirms that the explanatory statement set out in this Appendix I contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither the explanatory statement nor the proposed share repurchase has unusual features.TAKEOVERS CODE If as a result of a repurchase of Shares pursuant to the Repurchase Mandate a Shareholder’s proportionate interest in the voting rights of the Company increases such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code) depending on the level of increase in the Shareholder’s interest could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.– 15 –APPENDIX I EXPLANATORY STATEMENT As at the Latest Practicable Date to the best knowledge and belief of the Directors the following substantial Shareholders who are interested in 10% or above of the issued Shares: Approximate Immediately after full exercise of the Number of As at the Latest proposed Name of substantial issued Shares Practicable Repurchased Shareholder held Date(1) Mandate Trip.com Group(2) 560234960 24.61% 27.34% Tencent(3) 476215740 20.92% 23.24% Notes: (1) As of the Latest Practicable Date there were 2276471649 Shares in issue (excluding any treasury Shares). (2) Under the SFO Trip.com Group is deemed to be interested in (i) the 288273190 Shares held by C-Travel International Limited (ii) the 148966590 Shares held by Ctrip.com (Hong Kong) Limited and (iii) the 27332270 Shares held by Luxuriant Holdings Limited each of which is a wholly-owned subsidiary of Trip.com Group. Under the SFO Trip.com Group is also deemed to be interested in 95662910 Shares held by EP II Investment Fund L.P. an exempted limited partnership established in the Cayman Islands because Ctrip Investment Holding Ltd. a wholly-owned subsidiary of Trip.com Group contributed more than one-third of the capital to EP II Investment Fund L.P. However EP II Investment Fund L.P. does not constitute an associate of Trip.com Group under the Listing Rules as Trip.com Group does not control 30% or more of the voting power in EP II Investment Fund L.P. (3) Under the SFO Tencent is deemed to be interested in (i) the 310899020 Shares held by TCH Sapphire Limited (ii) the 158365730 Shares held by Image Frame Investment (HK) Limited and (iii) the 6950990 Shares held by Elite Strength Limited each of which is a wholly owned subsidiary of Tencent. In the event that the Directors should exercise in full the Repurchase Mandate the interest of the substantial Shareholders will increase to the approximate percentage set out in the above table.To the best knowledge and belief of the Directors the shareholding in the Company respectively held by Trip.com Group and Tencent will be increased to approximately 27.34% and 23.24% of the issued Shares. Such respective increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any repurchase by the Company of its Shares.The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares of the Company would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.– 16 –APPENDIX I EXPLANATORY STATEMENT SHARE REPURCHASE MADE BY THE COMPANY No repurchases of Shares have been made by the Company during the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).SHARE PRICES The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous 12 months immediately prior to the Latest Practicable Date were as follows: Month Highest prices Lowest prices HK$ HK$ 2023 May 17.260 14.820 June 18.200 15.440 July 18.940 16.000 August 19.300 16.760 September 18.320 16.740 October 17.280 14.440 November 15.520 13.960 December 14.840 13.120 2024 January 16.980 14.000 February 19.940 15.500 March 20.950 18.140 April 22.550 20.400 May (up to the Latest Practicable Date) 22.500 17.280 – 17 –APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.EXECUTIVE DIRECTOR Ma Heping (马和平) aged 46 was appointed as our executive Director in June 2018.Mr. Ma has served as our Chief Executive Officer since April 2018 responsible for the implementation of our business strategies and the day-to-day business operation. From March to April 2018 together with Mr. Jiang Hao Mr. Ma served as our Co-CEO. Mr. Ma has over 14 years of marketing experience for an internet company. From January 2006 to March 2018 Mr. Ma has served as the chief marketing officer of Tongcheng Network responsible for the internet-based online and offline travel business as well as the promotion and development of the air ticket hotel and other transportation business of Tongcheng Network before Tongcheng Spin-off.Mr. Ma obtained a diploma in computer application and maintenance from Soochow University (苏州大学) in the PRC in June 1998 and received an EMBA degree from Fudan University (复旦大学) in the PRC in June 2020.Mr. Ma currently holds the following positions in the subsidiaries of our Group: the director and general manager of Tongcheng Network the executive director and general manager of Suzhou Longyue Tiancheng Venture Capital Group Co. Ltd the chairman and general manager of eLong Net Information Technology (Beijing) Co. Ltd and the executive director and general manager of Beijing E-dragon.Mr. Ma has entered into a service contract with the Company for a term of three years (subject to re-election as and when required under the Articles of Association) which may be terminated by not less than three months’ notice in writing served by either Mr. Ma or the Company and subject to the provisions of retirement and rotation of Directors under the Articles of Association.As at the Latest Practicable Date Mr. Ma is deemed to be interested in 38438810 Shares pursuant to Part XV of the SFO among which Mr. Ma is interested in 28939670 underlying Shares in respect of the share options granted under the 2018 Share Incentive Plan 2019 Share Option Plan and 2022 Share Option Plan of the Company.NON-EXECUTIVE DIRECTOR Brent Richard Irvin aged 52 has been appointed as our non-executive Director in June 2018. Mr. Irvin joined our Group and has been appointed as one of our Directors since March 2018. Mr. Irvin joined Tencent in January 2010 and is currently serving as the vice president and general counsel of Tencent the president of Tencent American branch. Prior to that Mr. Irvin worked as a lawyer at Wilson Sonsini Goodrich & Rosati from August 2005 to November 2009 with a focus on technology companies.– 18 –APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION Mr. Irvin has been a director of Tencent Music Entertainment Group (腾讯音乐娱乐集团) a company whose shares are listed on the New York Stock Exchange (stock symbol: TME) and the Main Board of the Stock Exchange (stock code: 1698) since July 2016.Mr. Irvin obtained a bachelor’s degree in history from Carleton College in the United States in June 1994 a master’s degree in East Asian studies from Yale University in the United States in December 1995 and a doctor of jurisprudence degree from Stanford University in the United States in June 2003.Mr. Irvin has signed a service contract with the Company for a term of one year (subject to re-election as and when required under the Articles of Association) until terminated in accordance with the terms and conditions of the service contract or by either party giving to the other not less than one month’s prior notice in writing. According to the service contract aforementioned Mr. Irvin is not entitled to any remuneration.As at the Latest Practicable Date Mr. Irvin did not hold any Shares within the meaning of Part XV of the SFO.INDEPENDENT NON-EXECUTIVE DIRECTOR Dai Xiaojing (戴小京) aged 64 has been appointed as our independent non-executive Director since November 2018. Mr. Dai has profound knowledge and experience in the research and studies of securities market and finance. From December 1998 to April 2016 Mr.Dai served as an executive director in SEEC Media Group Limited (财讯传媒集团有限公司) a company whose shares are listed on the Main Board of the Stock Exchange (stock code: 0205). Mr. Dai was engaged in economic policy research at the Economic Development Research Institute of State Council of the PRC and he is an editorial committee member of CapitalWeek and CAIJING Magazine.Mr. Dai received his bachelor’s degree in science and master’s degree in law from Sun Yat-sen University (中山大学) in the PRC in 1981 and 1984 respectively.Mr. Dai has signed a letter of appointment with the Company for a term of one year (subject to re-election as and when required under the Articles of Association) until terminated in accordance with the terms and conditions of the letter of appointment or by either party giving to the other not less than one month’s prior notice in writing. According to the letter of appointment aforementioned Mr. Dai is entitled to remuneration.As at the Latest Practicable Date Mr. Dai did not hold any Shares within the meaning of Part XV of the SFO.The recommendations of Mr. Dai to the Board was made in accordance with the Nomination Policy of Directors and objective criteria (including without limitation gender age cultural and educational background ethnicity professional experience skills knowledge and length of service) with due regard for the benefits of diversity as set out under the Board – 19 –APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION Diversity Policy. The Board is satisfied that through exercising the scrutinizing and monitoring function of an independent non-executive Director Mr. Dai has continued to provide independent and objective judgment and advice to the Board to safeguard the interests of the Company and the Shareholders as a whole. Mr. Dai has been continuously demonstrating firm commitment to the role. Due to Mr. Dai’s profound knowledge and experience in the research and studies of securities market and finance Mr. Dai is able to provide valuable and useful guidance to the Board. The Company has continued to receive written annual confirmation from Mr. Dai confirming (i) his independence as regards to each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules; (ii) he has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as defined in the Listing Rules) of the Company; and (iii) there are no other factors that may affect his independence at the time of his appointment. Accordingly the Board was satisfied with his independence having regard to the independence criteria as set out in Rule 3.13 of the Listing Rules. OTHER INFORMATION As at the Latest Practicable Date none of the above Directors save as disclosed herein had any interest in Shares within the meaning of Part XV of the SFO.Save as disclosed herein none of the above Directors holds any position with the Company or any other member of the Group or any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.Save as disclosed herein the above Directors are not otherwise related to any Directors senior management substantial Shareholders (as defined in the Listing Rules).Save as disclosed herein there is no other matter in relation to the above Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the above Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.DIRECTORS’ REMUNERATION The total amount of the Directors’ remuneration for the year ended December 31 2023 received by each of the retiring Directors are set out in note 7 to the consolidated financial statements of the Company’s annual report 2023. The Directors’ remuneration is determined by the remuneration committee of the Company having regard to the Company’s and the Directors’ performance.– 20 –APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE 2024 SHARE SCHEME The following is a summary of the principal terms of the 2024 Share Scheme to be considered and approved by Shareholders at the AGM. It does not form part of nor is it intended to be part of the 2024 Share Scheme Rules. The Directors reserve the right at any time prior to the AGM to make amendments to the 2024 Share Scheme as they may consider necessary or appropriate provided that such amendments do not conflict in any material aspect with the summary set out in this Appendix III.Purpose: The purpose of the 2024 Share Scheme is (a) to provide the Company with flexible means of remunerating incentivizing retaining rewarding compensating and/or providing benefits to Eligible Participants; (b) to align the interests of Eligible Participants with those of the Company and Shareholders by providing such Eligible Participants with the opportunity to acquire shareholding interests in the Company; and (c) to encourage Eligible Participants to contribute to the long-term growth and profitability of the Company and to enhance the value of the Company and its Shares for the benefit of the Company and Shareholders as a whole.Term of the Scheme: 10 years commencing on the Adoption Date unless terminated earlier.Awards: Awards may take the form of a Share Option or a Share Award which can be funded by new Shares (including treasury Shares).Scheme the 2024 Share Scheme shall be administered by the Board any administration: committee of the Board the Management (the “Committee”) or other person to whom the Board has delegated its authority to administer this scheme i.e. the Scheme Administrator. The Committee (for the directors and senior management of the Company) or the Management (for persons other than the directors and senior management of the Company) shall have the right to determine the Eligible Participants who may receive the Awards grant the Awards and formulate all terms and conditions of the awards (including but not limited to the vesting and forfeiture terms).Eligible Eligible Participants under the 2024 Share Scheme shall include: participants: (i) Employee Participants being any person who is an employee (whether full-time or part-time) director or officer of any member of the Group; and (ii) Related Entity Participants being any person who is an employee (whether full-time or part-time) director or officer of an associated company of the Company.– 21 –APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE 2024 SHARE SCHEME Note: The Directors (including the independent non-executive Directors) consider the proposed categories of Related Entity Participant to be in line with industry norms and that the proposed scope for “Eligible Participants” (including the selection of Eligible Participants) to be appropriate and aligns with the purpose of this scheme. In particular: (a) Related Entity Participants will have a sufficiently close relationship with the Group and would likely be in a position to influence the Group’s business reputation operations and performance; and (b) this scope is consistent with scope of grantees approved by the Company under past share schemes as well as to the best knowledge of the Directors the practices of peer companies that operate in similar or comparable industries to that of the Group or other companies listed in Hong Kong and their remuneration or compensation packages and accordingly the Directors (including the independent non-executive Directors) consider it appropriate to enhance the long-term relationship with these Eligible Participants by aligning their interests with that of the Company and Shareholders.Based on the above the Directors (including the independent non-executive Directors) believe that the proposed scope for “Eligible Participants” is in line with the purpose of the 2024 Share Scheme.Scheme Mandate The total number of Award Shares which may be issued under this Limit: Scheme shall not exceed 1% of the Shares in issue (excluding anytreasury Shares) on the date of approval of the Scheme (the “SchemeMandate Limit”) being 22764716 Shares (assuming that there are no changes to the Company’s issued share capital between the Latest Practicable Date and the AGM).The Award Shares underlying Awards that have lapsed in accordance with the terms of the 2024 Share Scheme Rules (or the terms of any other share schemes of the Company) shall not be counted for the purpose of calculating the Scheme Mandate Limit.Awards in excess of the Scheme Mandate Limit The Company may seek separate approval of the Shareholders in general meeting to grant Awards beyond the Scheme Mandate Limit to Eligible Participants specifically identified by the Company before such approval is sought.The Company must send a circular to the Shareholders containing the name of each Eligible Participant who may be granted such Awards the number and terms of the Awards to be granted to each Eligible Participant and the purpose of granting the Awards to the specified Eligible Participants with an explanation as to how the terms of the Awards serve such purpose.The number and terms of Awards to be granted to such Eligible Participant must be fixed before Shareholders’ approval.– 22 –APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE 2024 SHARE SCHEME Refreshing the The Company may seek approval from its Shareholders in a general scheme limit: meeting for “refreshing” the Scheme Mandate Limit after three years from the date of the Shareholders’ approval for the last refreshment (or the adoption of the 2024 Share Scheme).The total number of Shares which may be issued in respect of all Awards to be granted under the 2024 Share Scheme as refreshed shall not exceed 1% of the Shares in issue (excluding any treasury Shares) as at the date of the approval to refresh the Scheme Mandate Limit by the Shareholders in general meeting. Without limiting the foregoing the Company may increase or refresh the scheme mandate limit to the extent permissible under the Listing Rules.Any “refreshment” within any three year period to the extent required by the Listing Rules shall be approved by Shareholders and subject to the following conditions: (a) any controlling shareholder and their associates (or if there is no controlling shareholder Directors (excluding independent non- executive Directors) and the chief executive of the Company and their respective associates) must abstain from voting in favour of the relevant resolution at the general meeting; and (b) the Company will comply with applicable Listing Rules in relation to such refreshment including rules 13.39(6) and (7) 13.40 13.41 and 13.42 of the Listing Rules (relating to among others special requirements for general meetings in respect of transactions that are subject to independent Shareholders’ approval and abstentions from voting).Maximum There is no specific maximum entitlement for each Eligible entitlement of Participant under the 2024 Share Scheme. Grants to individuals that each Eligible exceed the thresholds set out in Chapter 17 will be subject to Participant: additional approval requirements as required under Chapter 17.– 23 –APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE 2024 SHARE SCHEME Further approval Any Award granted to a Director chief executive of the Company or requirements: substantial shareholder of the Company or any of their respective associates requires approval from the independent non-executive Directors (other than the independent non-executive Director who is the grantee). Additionally Awards granted to any individual Eligible Participant may be subject to further approval requirements (namely further approval by Shareholders and/or approval by the remuneration committee to the Board and independent Directors) as required and in accordance with Chapter 17 and namely rules 17.03D and 17.04 of the Listing Rules and includes: Threshold triggering Grantee additional approval Additional approval (a) Independent Where the Shares issued Requires approval non-executive and to be issued under all from Shareholders at Director Awards granted to the general meeting substantial individual grantee (with the grantee shareholder of (excluding Awards lapsed their associates and the Company under the 2024 Share all core connected or their Scheme) within any 12- persons of the associates month period (including Company abstaining the date of the latest from the vote and grant) represent in rules 13.40 to 13.42 aggregate over 0.1% of of the Listing Rules the Shares in issue must be complied (excluding any treasury with).Shares).Also subject to the 1% Individual Limit (as defined below).– 24 –APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE 2024 SHARE SCHEME Threshold triggering Grantee additional approval Additional approval (b) Director Where the Shares issued Requires approval (other than and to be issued under all from Shareholders at independent Share Awards (not Share general meeting non-executive Options) granted to the (with the grantee Director) individual grantee their associates and chief (excluding Share Awards all core connected executive of lapsed under the 2024 persons of the the Company Share Scheme) within Company abstaining or their any 12-month period from the vote and respective (including the date of the rules 13.40 to 13.42 associates latest grant) represent in of the Listing Rules aggregate over 0.1% of must be complied the Shares in issue with).(excluding any treasury Shares).Also subject to the 1% Individual Limit (as defined below).(c) Other Eligible Where the Shares issued Requires approval Participants and to be issued under all from Shareholders at Awards granted to the general meeting individual grantee (with the grantee (excluding Awards lapsed and their close under the 2024 Share associates or where Scheme) within any 12- the grantee is a month period (including connected person the date of the latest their associates grant) represent in abstaining from the aggregate over 1% of the vote).Shares in issue (excluding any treasuryShares) (the “1%Individual Limit”).Acceptance: The Scheme Administrator may determine in their absolute discretion the amount (if any) payable on application or acceptance of an Award and the period within which any such payments must be made and such amounts (if any) and periods shall be set out in the Award Letter.Such amount will either be RMB1.0 or nil. Unless otherwise specified in the Award Letter the Grantee shall have 20 Business Days from the Grant Date to accept the Award following which the portion not accepted by the grantee shall automatically lapse unless the Scheme Administrator determines otherwise at their absolute discretion.– 25 –APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE 2024 SHARE SCHEME Issue price and The Scheme Administrator may determine in their absolute discretion exercise price: the Issue Price for the exercise of Share Awards and/or the Exercise Price for Share Options for Awards in the form of Share Awards and/or Share Option (as the case may be) and such prices shall be set out in the Award Letter.(a) However the Exercise Price for Share Options shall be no less than the higher of: (a) the closing price of the Shares on the Grant Date; and (b) the average closing price of the Shares for the five Business Days immediately preceding the Grant Date.(b) The Issue Price shall be determined on an individual basis for each of the Grantee by the Scheme Administrator taking into account the purpose of the Scheme the interests of the Company and the individual circumstances of the each Grantee.Note: The above flexibility allows the Company to control the costs incurred by the Company from the grant of Awards under the 2024 Share Scheme by correlating the Exercise Price for Share Options with prevailing market prices at the time of grant (particularly considering that timing of when the Share Options will be exercised are within the discretion of the grantee and is typically made with reference to the difference between Exercise Price and prevailing market prices at the time of exercise) and the Company reserving the discretion to determine the Issue Price if any on an individual basis taking into account the nature and degree of value benefiting the Group from granting Awards to such grantee which is aligned with the purpose of the 2024 Share Scheme (particularly considering that Share Awards typically do not involve the same degree of exercise procedure and discretion on the part of the grantee as with Share Options).Exercise period: The Scheme Administrator may determine in its absolute discretion the Exercise Period for any award of Share Options and/or Share Awards and such period shall be set out in the Award Letter. However the Exercise Period for any award of Share Options shall not be longer than 10 years from the Grant Date.– 26 –APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE 2024 SHARE SCHEME Vesting period: The Scheme Administrator may determine the vesting period and specify such period in the Award Letter. The vesting period may not be for a period less than 12 months from the grant date except in limited circumstances set out in the Scheme Rules. These circumstances may only apply to Employee Participants and include: (a) grants of “make whole” Awards to a new Employee Participant to replace the awards that the Employee Participant forfeited when leaving their previous employer; (b) grants to an Employee Participant whose employment is terminated due to death or disability or event of force majeure; (c) grants of Awards that are subject to the fulfilment of performance targets as determined in the conditions of the grantee’s grant; (d) grants of Awards the timing of which is determined by administrative or compliance requirements not connected with the performance of the Employee Participant in which case the vesting date may be adjusted to take account of the time from which the Award would have been granted if not for such administrative or compliance requirements; (e) grants of Awards with a mixed vesting schedule such that the Award vests evenly over a period of 12 months; or (f) grants of Awards with a total vesting and holding period of more than 12 months.Note: The Directors and the Remuneration Committee are of the view that the vesting period (including the circumstances in which a shorter vesting period may apply) enables the Company to offer competitive remuneration and reward packages to Employee Participants on an ad hoc basis in such circumstances that would be justified and reasonable which is also consistent with the Listing Rules and the former practice of the Company and peer companies in the Group’s industry. Accordingly the above vesting period is considered appropriate and aligns with the purpose of the 2024 Share Scheme.– 27 –APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE 2024 SHARE SCHEME Performance The Scheme Administrator may in respect of each Award and subject targets: to all applicable laws rules and regulations determine such performance targets or other criteria or conditions for vesting of Awards in its sole and absolute discretion. In determining the performance targets of the Grantees (if any) the Scheme Administrator will take into account various factors including but not limited to the business performance of the Group the Grantees’ past contributions to the Group their leadership roles duties and responsibilities and effort. Any such performance targets criteria or conditions shall be set out in the Award Letter.Note: The Directors consider that it is not practicable to expressly set out a specific set of performance targets in the 2024 Share Scheme since each Grantee has a different position/role with respect to the Group and will contribute differently to the Group in both nature duration and significance. The Scheme Administrator will have regard to the purpose of the 2024 Share Scheme in making such determinations with performance targets generally being in line with common key performance indicators in the industry of the Group.Voting and Dividend Awards do not carry any right to vote at general meetings of the Rights: Company nor any right to dividends transfer or other rights. No Grantee shall enjoy any of the rights of a Shareholder by virtue of the grant of an Award unless and until the Shares underlying an Award are delivered to the Grantee pursuant to the vesting and exercise of such Award.Clawback: Where certain events specified in the Scheme Rules arises unless the Scheme Administrator determines otherwise at its absolute discretion with respect to a Grantee Awards granted but not yet exercised shall immediately lapse regardless of whether such Awards have vested or not and with respect to any Shares delivered or amount paid to the Grantee the Grantee be required to transfer the same value whether in Shares and/or cash back to our Company (or nominee). These circumstances are: (a) the Grantee ceasing to be an Eligible Participant by reason of termination of his/her employment or contractual engagement with the Group or Related Entity for cause (including but not limited to misconduct fraud or poor performance) or as a result of the Grantee having been charged penalised or convicted or an offence involving the Grantee’s integrity or honesty; (b) the Grantee commits a serious misconduct or breach including with respect to a policy or code of or other agreement with the Group which is considered to be material; or – 28 –APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE 2024 SHARE SCHEME (c) the Award to the Grantee will no longer be appropriate and aligned with the purpose of the Scheme.Note: The Directors are of the view that the above clawback mechanism enables the Company to clawback awards (or the award Shares underlying such awards) received by those Grantees that have for example seriously violated the policies of the Group put the Group into disrepute adversely harmed the Group or otherwise exposed the Group to significant risk. In these circumstances the Company would not consider it in the Company or Shareholders’ best interests to incentivise them with proprietary interests of the Company under the 2024 Share Scheme nor would the Company consider such Grantees benefiting under the 2024 Share Scheme to align with the purpose of this scheme. As such. The Company considers this clawback mechanism appropriate and reasonable.Lapse of awards: Without prejudice to the authority of the Scheme Administrator to provide additional situations when an Award shall lapse in the terms of any Award Letter an Award shall lapse automatically on the earliest of: (a) the expiry of any Exercise Period; (b) the clawback mechanism being triggered; (c) the expiry of any of the periods for accepting or exercising the Awards; (d) the Grantee breaching the rule against transferring the Awards; and (e) the Grantee forfeiting the Award.Cancellation of The Scheme Administrator may cancel an award with the prior Awards: consent of the Grantee.Where the Company cancels an Award granted to an Eligible Participant and makes a new grant to the same Eligible Participant such new grant may only be made under the 2024 Share Scheme with available Scheme Mandate Limit approved by Shareholders as referred to in rules 17.03B or 17.03C of the Listing Rules. The Awards cancelled will be regarded as utilised for the purpose of calculating the Scheme Mandate Limit.– 29 –APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE 2024 SHARE SCHEME Amendment: The Scheme Administrator may amend the 2024 Share Scheme or an Award granted under the 2024 Share Scheme granted provided that: (a) the amendment must comply with Chapter 17; (b) Shareholders’ approval at general meeting is required for the following: (i) any amendment or alteration to the terms and conditions of the 2024 Share Scheme that is of a material nature or any amendment or alteration to those provisions that relate to the matters set out in rule 17.03 of the Listing Rules to the advantage of Eligible Participants; (ii) any change to the authority of the Board or the scheme administrator to alter the terms of the 2024 Share Scheme; and (c) any amendment or alteration to the terms of an Award the grant of which was subject to the approval of a particular body shall be subject to approval by that same body provided that this requirement does not apply where the relevant alteration takes effect automatically under existing terms of the 2024 Share Scheme.Termination: The 2024 Share Scheme shall terminate on the earlier of: (a) the 10th anniversary of the Adoption Date; and (b) such date of early termination as determined by the Board provided that such termination shall not affect any subsisting rights in respect of the Awards already granted to Eligible Participants.– 30 –APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE 2024 SHARE SCHEME Restrictions on Awards are personal to the Grantee and shall not be assignable or Awards and transferrable except where a waiver has been granted by the Stock transferability: Exchange with respect to the proposed transfer and such transfer has been made in compliance with the Listing Rules and with the consent of the Company. Following such transfer the transferee shall be bound by the Scheme Rules and Award Letter as if the transferee was the Grantee.No Award shall be granted to any Eligible Participant during the following time periods: (a) in circumstances prohibited by the Listing Rules or at a time when the relevant Eligible Participant would be prohibited from dealing in the Shares by the Listing Rules (including the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules) or by any other applicable rule regulation or law; (b) where the Company is in possession of any unpublished inside information in relation to the Company until (and including) the trading day after such inside information has been announced; and (c) during the periods commencing 30 days immediately before the earlier of: (i) the date of the board meeting for approving the Company’s results for any year or interim (including quarterly) period and (ii) the deadline for the Company to announce such results and ending on (and including) the date of the results announcement publication provided that such period will also cover any period of delay in the publication of any results announcement.– 31 –APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE 2024 SHARE SCHEME Alterations in share If there is an event of change in control of the Company as the result capital or of a merger scheme of arrangement or general offer or in the event corporate of a dissolution or liquidation of the Company the Scheme transactions: Administrator shall at its sole discretion determine whether the Vesting Dates of any Awards will be accelerated and/or the vesting conditions or criteria of any Awards will be amended or waived and notify the Grantees accordingly.In the event of any alteration in the capital structure of the Company by way of capitalization of profits or reserves rights issue subdivision or consolidation of Shares or reduction of the share capital of the Company (other than any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company is a party) after the Adoption Date the Scheme Administrator shall make such corresponding adjustments if any as the Scheme Administrator in its discretion may deem appropriate to reflect such change with respect to: (a) the number of Shares constituting the Scheme Mandate Limit provided that in the event of any Share subdivision or consolidation the Scheme Mandate Limit as a percentage of the total issued Shares of the Company at the date immediately before any consolidation or subdivision shall be the same on the date immediately after such consolidation or subdivision; (b) the number of Shares in each Award to the extent any Award has not been exercised; (c) the Exercise Price of any Share Option or Issue Price of any Share Award or any combination thereof as the Auditors or a financial advisor engaged by the Company for such purpose have certified satisfy the relevant requirements of the Listing Rules and are in their opinion fair and reasonable either generally or as regards any particular grantee provided always that (i) any such adjustments should give each grantee the same proportion of the equity capital of the Company rounded to the nearest whole Share as that to which that grantee was previously entitled prior to such adjustments and (ii) no such adjustments shall be made which would result in a Share being issued at less than its nominal value. In respect of any such adjustments other than any made on a capitalization issue an independent financial advisor or the auditors shall confirm to the Board in writing that the adjustments satisfy the requirements of the relevant provisions of the Listing Rules. The capacity of the auditors or financial advisor (as the case may be) is that of experts and not of arbitrators and their certification shall in the absence of manifest error be final and binding on the Company and the grantees.Any adjustments made by the Scheme Administrator will be made in accordance with the requirements under Appendix 1 to Frequently Asked Questions FAQ13 — No.16 published by the Stock Exchange.– 32 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION The following are the Proposed Amendments to the Fourth Amended and Restated Articles of Association (shown with strikethrough to denote text to be deleted and underline to denote text to be added). Unless otherwise specified clauses paragraphs and article numbers referred to herein are clauses paragraphs and article numbers of the Fourth Amended and Restated Articles of Association. If the serial numbering of the clauses of the Fourth Amended and Restated Articles of Association is changed due to the addition deletion or re-arrangement of certain clauses made in these amendments the serial numbering of the clauses of the Fourth Amended and Restated Articles of Association as so amended shall be changed accordingly including cross references.Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association TABLE A The regulations in Table A in the Schedule TABLE A The regulations in Table A in the Schedule to the Companies Act (As Revised) do not to the Companies Act (as defined in apply to the Company. Article 2As Revised) do not apply to the Company. 2. (1) In these Articles unless the context 2. (1) In these Articles unless the context otherwise requires the words otherwise requires the words standing in the first column of the standing in the first column of the following table shall bear the following table shall bear the meaning set opposite them meaning set opposite them respectively in the second column. respectively in the second column.“Act” the Companies Act “Act” the Companies Act (2022 Revision) Cap. (2022 Revision) Cap. 22 of the Cayman 22 of the Cayman Islands and any Islands and any amendments thereto or amendments thereto or re-enactments thereof re-enactments thereof for the time being in for the time being in force and includes force and includes every other law every other law incorporated therewith incorporated therewith or substituted therefor. or substituted therefor.............“electronic a communication sent “electronic a communication sentcommunication” transmitted conveyed communication” transmitted conveyed and received by wire and received by wire by radio by optical by radio by optical means or by other means or by other electron magnetic electron magnetic means in any form similar means in any through any medium. form through any medium.............– 33 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association “Listing Rules” rules of the Designated “Listing Rules” the rules and Stock Exchange. regulations of the Designated Stock Exchange............. (2) In these Articles unless there be (2) In these Articles unless there be something within the subject or something within the subject or context inconsistent with such context inconsistent with such construction: construction:......(j) a reference to a meeting: (j) references to the right of a shall mean a meeting Member to speak at an convened and held in any electronic meeting or a manner permitted by these hybrid meeting shall include Articles and any Member or the right to raise questions or Director attending and make statements to the participating at a meeting by chairman of the meeting means of electronic facilities verbally or in written form shall be deemed to be present by means of electronic at that meeting for all facilities. Such a right shall purposes of the Statutes and be deemed to have been duly these Articles and attend exercised if the questions or participate attending statements may be heard or participating attendance and seen by all or only some of participation shall be the persons present at the construed accordingly; meeting (or only by the chairman of the meeting) in which event the questions raised or the statements made shall be relayed verbatim to all persons present at the meeting either orally or in writing using electronic facilities; – 34 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association (k) references to a person’ s (kj) a reference to a meeting: (a) participation in the business shall mean a meeting of a general meeting include convened and held in any without limitation and as manner permitted by these relevant the right (including Articles and any Member or in the case of a corporation Director attending and through a duly authorised participating at a meeting by representative) to speak or means of electronic facilities communicate vote be shall be deemed to be present represented by a proxy and at that meeting for all have access in hard copy or purposes of the Statutes and electronic form to all these Articles and attend documents which are participate attending required by the Statutes or participating attendance and these Articles to be made participation shall be available at the meeting and construed accordingly and participate and participating (b) shall where the context is in the business of a general appropriate include a meeting shall be construed meeting that has been accordingly; postponed by the Board pursuant to Article 64E; (l) references to electronic (kl) references to a person’ s facilities include without participation in the business limitation website addresses of a general meeting include webinars webcast video or without limitation and as any form of conference call relevant the right (including systems (telephone video in the case of a corporation web or otherwise); and through a duly authorised representative) to speak or communicate vote be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes or these Articles to be made available at the meeting and participate and participating in the business of a general meeting shall be construed accordingly; – 35 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association (m) where a Member is a (lm) references to electronic corporation any reference in facilities include without these Articles to a Member limitation website addresses shall where the context webinars webcast video or requires refer to a duly any form of conference call authorised representative of systems (telephone video such Member. web or otherwise); and (mn) where a Member is a corporation any reference in these Articles to a Member shall where the context requires refer to a duly authorised representative of such Member. 3....3.... (2) Subject to the Act the Company’s (2) Subject to the Act the Company’s Memorandum and Articles of Memorandum and Articles of Association and where applicable Association and where applicable the Listing Rules and/or the rules of the Listing Rules and/or the rules any competent regulatory authority and regulations of any competent the Company shall have the power regulatory authority the Company to purchase or otherwise acquire its shall have the power to purchase or own shares and such power shall be otherwise acquire its own shares exercisable by the Board in such and such power shall be exercisable manner upon such terms and by the Board in such manner upon subject to such conditions as it in its such terms and subject to such absolute discretion thinks fit and conditions as it in its absolute any determination by the Board of discretion thinks fit and any the manner of purchase shall be determination by the Board of the deemed authorised by these Articles manner of purchase shall be for purposes of the Act. The deemed authorised by these Articles Company is hereby authorised to for purposes of the Act. The make payments in respect of the Company is hereby authorised to purchase of its shares out of capital make payments in respect of the or out of any other account or fund purchase of its shares out of capital which can be authorised for this or out of any other account or fund purpose in accordance with the Act. which can be authorised for this purpose in accordance with the Act.......– 36 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 10. Subject to the Act and without prejudice 10. Subject to the Act and without prejudice to Article 8 all or any of the special rights to Article 8 all or any of the special rights for the time being attached to the shares for the time being attached to the shares or any class of shares may unless or any class of shares may unless otherwise provided by the terms of issue otherwise provided by the terms of issue of the shares of that class from time to of the shares of that class from time to time (whether or not the Company is time (whether or not the Company is being wound up) be varied modified or being wound up) be varied modified or abrogated either with the consent in abrogated either with the consent in writing of the holders of not less than writing of the holders of not less than three fourths in nominal value of the three fourths in nominal value of the issued shares of that class or with the issued shares of that class or with the sanction of a special resolution passed at a sanction of a special resolution passed at a separate general meeting of the holders of separate general meeting of the holders of the shares of that class. To every such the shares of that class. To every such separate general meeting all the separate general meeting all the provisions of these Articles relating to provisions of these Articles relating to general meetings of the Company shall general meetings of the Company shall mutatis mutandis apply but so that: mutatis mutandis apply but so that: (a) the necessary quorum (other than at (a) the necessary quorum (other an adjourned meeting) shall be two thanincluding at an adjourned persons (or in the case of a Member meeting) shall be two persons (or in being a corporation its duly the case of a Member being a authorized representative) holding corporation its duly authorized or representing by proxy not less representative) holding or than one third in nominal value of representing by proxy not less than the issued shares of that class and at one third in nominal value of the any adjourned meeting of such issued shares of that class and at holders two holders present in any adjourned meeting of such person or (in the case of a Member holders two holders present in being a corporation) its duly person or (in the case of a Member authorized representative or by being a corporation) its duly proxy (whatever the number of authorized representative or by shares held by them) shall be a proxy (whatever the number of quorum; and shares held by them) shall be a quorum; and......– 37 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 44. The Register and branch register of 44. The Register and branch register of Members as the case may be shall be Members maintained in Hong Kong as open to inspection for at least two (2) the case may be shall be open to hours during business hours by Members inspection for at least two (2) hours without charge or by any other person during business hours by Members upon a maximum payment of Hong Kong without charge or by any other person dollars 2.50 or such lesser sum specified upon a maximum payment of Hong Kong by the Board at the Office or such other dollars 2.50 or such lesser sum specified place at which the Register is kept in by the Board at the Office or such other accordance with the Act or if appropriate place at which the Register is kept in upon a maximum payment of Hong Kong accordance with the Act or if appropriate dollar 1.00 or such lesser sum specified upon a maximum payment of Hong Kong by the Board at the Registration Office. dollar 1.00 or such lesser sum specified The Register including any overseas or by the Board at the Registration Office.local or other branch register of Members The Register including any overseas or may after notice has been given by local or other branch register of Members advertisement in an appointed newspaper may after notice has been given by or any other newspapers in accordance advertisement in an appointed newspaper with the requirements of any Designated or in any other newspapers in accordance Stock Exchange or by any electronic with the requirements of any Designated means in such manner as may be accepted Stock Exchange or by any electronic by the Designated Stock Exchange to that means in such manner as may be accepted effect be closed at such times or for such by the Designated Stock Exchange to that periods not exceeding in the whole thirty effect be closed at such times or for such (30) days in each year as the Board may periods not exceeding in the whole thirty determine and either generally or in (30) days in each year as the Board may respect of any class of shares. The period determine and either generally or in of thirty (30) days may be extended in respect of any class of shares. The period respect of any year if approved by the of thirty (30) days may be extended for Members by ordinary resolution provided further period or periods not exceeding that such period shall not be extended thirty (30) days in respect of any year if beyond sixty (60) days (or such other approved by the Members by ordinary period as may be prescribed under any resolution provided that such period shall applicable law) in any year. not be extended beyond sixty (60) days (or such other period as may be prescribed under any applicable law) in any year.– 38 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 51. The registration of transfers of shares or 51. The registration of transfers of shares or of any class of shares may after notice of any class of shares may after notice has been given by announcement or by has been given by announcement or by electronic communication or by electronic communication or by advertisement in any newspapers or by advertisement in any newspapers or by any other means in accordance with the any other means in accordance with the requirements of any Designated Stock requirements of any Designated Stock Exchange to that effect be suspended at Exchange to that effect be suspended at such times and for such periods (not such times and for such periods (not exceeding in the whole thirty (30) days in exceeding in the whole thirty (30) days in any year) as the Board may determine. any year) as the Board may determine.The period of thirty (30) days may be The period of thirty (30) days may be extended in respect of any year if extended for a further period or periods approved by the Members by ordinary not exceeding thirty (30) days in respect resolution provided that such period shall of any year if approved by the Members not be extended beyond sixty (60) days by ordinary resolution provided that such (or such other period as may be prescribed period shall not be extended beyond sixty under any applicable law) in any year. (60) days (or such other period as may be prescribed under any applicable law) in any year. 55....55.... (2) The Company shall have the power (2) The Company shall have the power to sell in such manner as the Board to sell in such manner as the Board thinks fit any shares of a Member thinks fit any shares of a Member who is untraceable but no such sale who is untraceable but no such sale shall be made unless: shall be made unless: (a) all cheques or warrants in (a) all cheques or warrants in respect of dividends of the respect of dividends of the shares in question being not shares in question being not less than three in total less than three in total number for any sum payable number for any sum payable in cash to the holder of such in cash to the holder of such shares in respect of them sent shares in respect of them sent during the relevant period in during the relevant period in the manner authorised by the the manner authorised by the Articles have remained Articles have remained uncashed; uncashed; – 39 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association (b) so far as it is aware at the end (b) so far as it is aware at the end of the relevant period the of the relevant period the Company has not at any time Company has not at any time during the relevant period during the relevant period received any indication of the received any indication of the existence of the Member who existence of the Member who is the holder of such shares or is the holder of such shares or of a person entitled to such of a person entitled to such shares by death bankruptcy shares by death bankruptcy or operation of law; and or operation of law; and (c) the Company has given (c) the Company if so required notice of its intention to sell by the Listing Rules has such shares to and caused given notice of its intention advertisement both in daily to sell such shares to and newspaper and in a caused advertisement both in newspaper circulating in the daily newspaper and in a area of the last known newspaper circulating in the address of such Member or area of the last known any person entitled to the address of such Member or share under Article 54 and any person entitled to the where applicable in each share under Article 54 and case in accordance with the where applicable in each requirements of the case in accordance with the Designated Stock Exchange requirements of the and a period of three (3) Designated Stock Exchange months or such shorter period and a period of three (3) as may be allowed by the months or such shorter period Designated Stock Exchange as may be allowed by the has elapsed since the date of Designated Stock Exchange such advertisement. has elapsed since the date of such advertisement.For the purpose of the foregoing the For the purpose of the foregoing the “relevant period” means the period “relevant period” means the period commencing twelve (12) years before the commencing twelve (12) years before the date of publication of the advertisement date of publication of the advertisement referred to in paragraph (c) of this Article referred to in paragraph (c) of this Article and ending at the expiry of the period and ending at the expiry of the period referred to in that paragraph. referred to in that paragraph.......– 40 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 56. An annual general meeting of the 56. An annual general meeting of the Company shall be held in each financial Company shall be held forin each year other than the financial year of the financial year other than the financial year Company’s adoption of these Articles and of the Company’s adoption of these such annual general meeting must be held Articles and such annual general meeting within six (6) months after the end of the must be held within six (6) months after Company’s financial year (unless a longer the end of the Company’s financial year period would not infringe the Listing (unless a longer period would not infringe Rules if any). the Listing Rules if any). 58. The Board may whenever it thinks fit call 58. The Board may whenever it thinks fit call extraordinary general meetings. Any one extraordinary general meetings. Any one or more Member(s) holding at the date of or more Member(s) holding at the date of deposit of the requisition not less than deposit of the requisition not less than one- tenth of the paid up capital of the one- tenth of the paid up capital of the Company carrying the right of voting at Company carrying the right of voting at general meetings of the Company shall at general meetings of the Company on a all times have the right by written one vote per share basis shall at all times requisition to the Board or the Secretary have the right by written requisition to of the Company to require an the Board or the Secretary of the extraordinary general meeting to be called Company to require an extraordinary by the Board for the transaction of any general meeting to be called by the Board business or resolution specified in such for the transaction of any business or requisition; and such meeting shall be resolution specified in such requisition; held within two (2) months after the and such meeting shall be held within two deposit of such requisition. If within (2) months after the deposit of such twenty one (21) days of such deposit the requisition. If within twenty one (21) days Board fails to proceed to convene such of such deposit the Board fails to proceed meeting the requisitionist(s) himself to convene such meeting the (themselves) may convene a physical requisitionist(s) himself (themselves) may meeting at only one location which will convene a physical meeting at only one be the Principal Meeting Place and all location which will be the Principal reasonable expenses incurred by the Meeting Place and all reasonable requisitionist(s) as a result of the failure expenses incurred by the requisitionist(s) of the Board shall be reimbursed to the as a result of the failure of the Board shall requisitionist(s) by the Company. be reimbursed to the requisitionist(s) by the Company.– 41 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 63. The chairman of the Company or if there 63. (1) The chairman of the Company or if is more than one chairman any one of there is more than one chairman them as may be agreed amongst any one of them as may be agreed themselves or failing such agreement any amongst themselves or failing such one of them elected by all the Directors agreement any one of them elected present shall preside as chairman at a by all the Directors present shall general meeting. If at any meeting no preside as chairman at a general chairman is present within fifteen (15) meeting. If at any meeting no minutes after the time appointed for chairman is present within fifteen holding the meeting or is willing to act as (15) minutes after the time chairman the deputy chairman of the appointed for holding the meeting Company or if there is more than one or is willing to act as chairman the deputy chairman any one of them as may deputy chairman of the Company or be agreed amongst themselves or failing if there is more than one deputy such agreement any one of them elected chairman any one of them as may by all the Directors present shall preside be agreed amongst themselves or as chairman. If no chairman or deputy failing such agreement any one of chairman is present or is willing to act as them elected by all the Directors chairman of the meeting the Directors present shall preside as chairman. If present shall choose one of their number no chairman or deputy chairman is to act or if one Director only is present he present or is willing to act as shall preside as chairman if willing to act. chairman of the meeting the If no Director is present or if each of the Directors present shall choose one Directors present declines to take the of their number to act or if one chair or if the chairman chosen shall Director only is present he shall retire from the chair the Members present preside as chairman if willing to in person or by proxy and entitled to vote act. If no Director is present or if shall elect one of their number to be each of the Directors present chairman of the meeting. declines to take the chair or if the chairman chosen shall retire from the chair the Members present in person or by proxy and entitled to vote shall elect one of their number to be chairman of the meeting.– 42 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association (2) If the chairman of a general meeting held in any form is participating in the general meeting using an electronic facility or facilities which is hereby permitted and becomes unable to participate in the general meeting using such electronic facility or facilities another person (determined in accordance with Article 63(1) above) shall preside as chairman of the meeting unless and until the original chairman of the meeting is able to participate in the general meeting using the electronic facility or facilities. 64. Subject to Article 64C the chairman may 64. Subject to Article 64C the chairman may with the consent of any meeting at which (without with the consent of theany a quorum is present (and shall if so meeting) or shall at the direction of the directed by the meeting) adjourn the meeting at which a quorum is present meeting from time to time (or (and shall if so directed by the meeting) indefinitely) and/or from place to place(s) adjourn the meeting from time to time (or and/or from one form to another (a indefinitely) and/or from place to place(s) physical meeting a hybrid meeting or an and/or from one form to another (a electronic meeting) as the meeting shall physical meeting a hybrid meeting or an determine but no business shall be electronic meeting) as the meeting shall transacted at any adjourned meeting other determine but no business shall be than the business which might lawfully transacted at any adjourned meeting other have been transacted at the meeting had than the business which might lawfully the adjournment not taken place. When a have been transacted at the meeting had meeting is adjourned for fourteen (14) the adjournment not taken place. When a days or more at least seven (7) clear meeting is adjourned for fourteen (14) days’ Notice of the adjourned meeting days or more at least seven (7) clear shall be given specifying the details set days’ Notice of the adjourned meeting out in Article 59(2) but it shall not be shall be given specifying the details set necessary to specify in such Notice the out in Article 59(2) but it shall not be nature of the business to be transacted at necessary to specify in such Notice the the adjourned meeting and the general nature of the business to be transacted at nature of the business to be transacted. the adjourned meeting and the general Save as aforesaid it shall be unnecessary nature of the business to be transacted.to give Notice of an adjournment. Save as aforesaid it shall be unnecessary to give Notice of an adjournment.– 43 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 66. (1) restrictions as to voting for the time 66. (1) Subject to any special rights or being attached to any shares by or restrictions as to voting for the time in accordance with these Articles at being attached to any shares by or any general meeting on a poll every in accordance with these Articles at Member present in person or by any general meeting on a poll every proxy shall have one vote for every Member present in person or by fully paid share of which he is the proxy shall have one vote for every holder but so that no amount paid fully paid share of which he is the up or credited as paid up on a share holder but so that no amount paid in advance of calls or instalments is up or credited as paid up on a share treated for the foregoing purposes in advance of calls or instalments is as paid up on the share. A resolution treated for the foregoing purposes put to the vote of a meeting shall be as paid up on the share. A resolution decided by way of a poll save that put to the vote of a meeting shall be in the case of a physical meeting decided by way of a poll save that the chairman of the meeting may in in the case of a physical meeting good faith allow a resolution which the chairman of the meeting may in relates purely to a procedural or good faith allow a resolution which administrative matter to be voted on relates purely to a procedural or by a show of hands in which case administrative matter to be voted on every Member present in person or by a show of hands in which case by proxy(ies) shall have one vote every Member present in person or provided that where more than one by proxy(ies) shall have one vote proxy is appointed by a Member provided that where more than one which is a clearing house (or its proxy is appointed by a Member nominee(s)) each such proxy shall which is a clearing house (or its have one vote on a show of hands. nominee(s)) each such proxy shall For purposes of this Article have one vote on a show of hands.procedural and administrative For purposes of this Article matters are those that (i) are not on procedural and administrative the agenda of the general meeting matters are those that (i) are not on or in any supplementary circular the agenda of the general meeting that may be issued by the Company or in any supplementary circular to its Members; and (ii) relate to the that may be issued by the Company chairman’s duties to maintain the to its Members; and (ii) relate to the orderly conduct of the meeting chairman’s duties to maintain the and/or allow the business of the orderly conduct of the meeting meeting to be properly and and/or allow the business of the effectively dealt with whilst meeting to be properly and allowing all Members a reasonable effectively dealt with whilst opportunity to express their views. allowing all Members a reasonable Votes (whether on a show of hands opportunity to express their views.or by way of poll) may be cast by Votes (whether on a show of hands such means electronic or or by way of poll) may be cast by otherwise as the Directors or the such means electronic or chairman of the meeting may otherwise as the Directors or the determine. chairman of the meeting may determine.– 44 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association (2) In the case of a physical meeting (2) In the case of a physical meeting where a show of hands is allowed wWhere a show of hands is before or on the declaration of the allowed before or on the result of the show of hands a poll declaration of the result of the show may be demanded: of hands a poll may be demanded: (a) by at least three Members (a) by at least three Members present in person or by proxy present in person or by proxy for the time being entitled to for the time being entitled to vote at the meeting; or vote at the meeting; or (b) by a Member or Members (b) by a Member or Members present in person or by proxy present in person or by proxy and representing not less than and representing not less than one tenth of the total voting one tenth of the total voting rights of all Members having rights of all Members having the right to vote at the the right to vote at the meeting; or meeting; or (c) by a Member or Members (c) by a Member or Members present in person or by proxy present in person or by proxy and holding shares in the and holding shares in the Company conferring a right Company conferring a right to vote at the meeting being to vote at the meeting being shares on which an aggregate shares on which an aggregate sum has been paid up equal to sum has been paid up equal to not less than one tenth of the not less than one tenth of the total sum paid up on all total sum paid up on all shares conferring that right. shares conferring that right.......– 45 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 73....73.... (2) All members have the right to (a) (2) All mMembers have the right to (a) speak at a general meeting; and (b) speak at a general meeting; and (b) vote at a general meeting except vote at a general meeting except where a Member is required by the where a Member is required by the rules of the Designated Stock rules of the Designated Stock Exchange to abstain from voting to Exchange to abstain from voting to approve the matter under approve the matter under consideration. consideration....... 76. The instrument appointing a proxy shall 76. The instrument appointing a proxy shall be in writing under the hand of the be in such form as the Board may appointor or of his attorney duly determine and in the absence of such authorised in writing or if the appointor is determination shall be in writing under a corporation either under its seal or the hand ofsigned by the appointor or of under the hand of an officer attorney or his attorney duly authorised in writing or other person authorised to sign the same. if the appointor is a corporation either In the case of an instrument of proxy under its seal or under the hand ofsigned purporting to be signed on behalf of a by an officer attorney or other person corporation by an officer thereof it shall authorised to sign the same. In the case of be assumed unless the contrary appears an instrument of proxy purporting to be that such officer was duly authorised to signed on behalf of a corporation by an sign such instrument of proxy on behalf of officer thereof it shall be assumed unless the corporation without further evidence the contrary appears that such officer was of the facts. duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.– 46 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 81....81.... (2) If a clearing house (or its (2) If a clearing house (or its nominee(s)) being a corporation is nominee(s)) being a corporation is a Member it may authorise such a Member it may authorise such persons as it thinks fit to act as its persons as it thinks fit to act as its representatives at any meeting of representatives at any meeting of the Company or at any meeting of the Company or at any meeting of any class of Members provided any class of Members provided that if more than one person is so that if more than one person is so authorised the authorisation shall authorised the authorisation shall specify the number and class of specify the number and class of shares in respect of which each shares in respect of which each such representative is so authorised. such representative is so authorised.Each person so authorised under the Each person so authorised under the provisions of this Article shall be provisions of this Article shall be deemed to have been duly deemed to have been duly authorised without further evidence authorised without further evidence of the facts and be entitled to of the facts and be entitled to exercise the same rights and powers exercise the same rights and powers on behalf of the clearing house (or on behalf of the clearing house (or its nominee(s)) as if such person its nominee(s)) as if such person was the registered holder of the was the registered holder of the shares of the Company held by the shares of the Company held by the clearing house (or its nominee(s)) clearing house (or its nominee(s)) including where a show of hands is including the right to speak and allowed the right to vote vote and where a show of hands is individually on a show of hands. allowed the right to vote individually on a show of hands.......– 47 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 83....83.... (3) Subject to the terms of reference of (3) Subject to the terms of reference of the Nomination Committee the the Nomination Committee the Directors shall have the power from Directors shall have the power from time to time and at any time to time to time and at any time to appoint any person as a Director appoint any person as a Director either to fill a casual vacancy on the either to fill a casual vacancy on the Board or as an addition to the Board or as an addition to the existing Board. Any Director so existing Board. Any Director so appointed shall hold office until the appointed shall hold office only next following annual general until the next following annual meeting of the Company and shall general meeting of the Company then be eligible for re-election. after his appointment and shall then be eligible for re-election....... (5) Subject to the terms of reference of (5) Subject to the terms of reference of the Nomination Committee the the Nomination Committee the Members may upon Members may upon recommendation by the Board at recommendation by the Board at any general meeting convened and any general meeting convened and held in accordance with these held in accordance with these Articles by ordinary resolution Articles by ordinary resolution remove a Director at any time remove a Director at any time before the expiration of his period before the expiration of his of office notwithstanding anything termperiod of office to the contrary in these Articles or notwithstanding anything to the in any agreement between the contrary in these Articles or in any Company and such Director (but agreement between the Company without prejudice to any claim for and such Director (but without damages under any such prejudice to any claim for damages agreement). under any such agreement).......– 48 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 149. Subject to Article 150 a printed copy of 149. Subject to Article 150 a printed copy of the Directors’ report accompanied by the the Directors’ report accompanied by the balance sheet and profit and loss account balance sheet and profit and loss account including every document required by law including every document required by law to be annexed thereto made up to the end to be annexed thereto made up to the end of the applicable financial year and of the applicable financial year and containing a summary of the assets and containing a summary of the assets and liabilities of the Company under liabilities of the Company under convenient heads and a statement of convenient heads and a statement of income and expenditure together with a income and expenditure together with a copy of the Auditors’ report shall be sent copy of the Auditors’ report shall be sent to each person entitled thereto at least to each person entitled thereto at least twenty-one (21) days before the date of twenty-one (21) days before the date of the general meeting and at the same time the general meeting and at the same time as the notice of annual general meeting as the notice of annual general meeting and laid before the Company at the annual and laid before the Company at the annual general meeting held in accordance with general meeting held in accordance with Article 56 provided that this Article shall Article 56 provided that this Article shall not require a copy of those documents to not require a copy of those documents to be sent to any person whose address the be sent to any person whose address the Company is not aware or to more than one Company is not aware or to more than one of the joint holders of any shares or of the joint holders of any shares or debentures. debentures.– 49 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 151. The requirement to send to a person 151. The requirement to send to a person referred to in Article 149 the documents referred to in Article 149 the documents referred to in that article or a summary referred to in that article or a summary financial report in accordance with Article financial report in accordance with Article 150 shall be deemed satisfied where in 150 shall be deemed satisfied where in accordance with all applicable Statutes accordance with all applicable Statutes rules and regulations including without rules and regulations including without limitation the Listing Rules the limitation the Listing Rules the Company publishes copies of the Company publishes copies of the documents referred to in Article 149 and documents referred to in Article 149 and if applicable a summary financial report if applicable a summary financial report complying with Article 150 on the complying with Article 150 on the Company’s computer network or in any Company’s computer network or in any other permitted manner (including by other permitted manner (including by sending any form of electronic sending any form of electronic communication) and that person has communication) and that person has agreed or is deemed to have agreed to agreed or is deemed to have agreed to treat the publication or receipt of such treat the publication or receipt of such documents in such manner as discharging documents in such manner as discharging the Company’s obligation to send to him a the Company’s obligation to send to him a copy of such documents. copy of such documents. 152. (1) At the annual general meeting or at 152. (1) At the annual general meeting or at a subsequent extraordinary general a subsequent extraordinary general meeting in each year the Members meeting in each year the Members shall appoint an auditor to audit the shall by ordinary resolution appoint accounts of the Company and such an auditor to audit the accounts of auditor shall hold office until the the Company and such auditor shall next annual general meeting. Such hold office until the next annual auditor may be a Member but no general meeting. Such auditor may Director or officer or employee of be a Member but no Director or the Company shall during his officer or employee of the continuance in office be eligible to Company shall during his act as an auditor of the Company. continuance in office be eligible to act as an auditor of the Company....... 154. The remuneration of the Auditor shall by 154. The remuneration of the Auditor shall by ordinary resolution be fixed by the ordinary resolution be fixed by an Company in general meeting or in such ordinary resolution passed at a the manner as the Members may by ordinary Company in general meeting or in such resolution determine. manner as the Members may by ordinary resolution determine.– 50 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 158. (1) Any Notice or document (including 158. (1) Any Notice or document (including any “corporate communication” any “corporate communication”within the meaning ascribed thereto and “actionable corporateunder the Listing Rules) whether communication” within the or not to be given or issued under meaning ascribed thereto under the these Articles from the Company Listing Rules) whether or not to be shall be in writing or by cable telex given or issued under these Articles or facsimile transmission message from the Company shall be in or other form of electronic writing or by cable telex or transmission or electronic facsimile transmission message or communication and any such other form of electronic Notice and document may be given transmission or electronic or issued by the following means: communication and subject to compliance with the Listing Rules any such Notice and document may be given or issued by the following means: (a) by serving it personally on (a) by serving it personally on the relevant person; the relevant person; (b) by sending it through the post (b) by sending it through the post in a prepaid envelope in a prepaid envelope addressed to such Member at addressed to such Member at his registered address as his registered address as appearing in the Register or appearing in the Register or at any other address supplied at any other address supplied by him to the Company for by him to the Company for the purpose; the purpose; (c) by delivering or leaving it at (c) by delivering or leaving it at such address aforesaid; such address as aforesaid; (d) by placing an advertisement (d) by placing an advertisement in appropriate newspapers or in appropriate newspapers or other publication and where other publication and where applicable in accordance applicable in accordance with the requirements of the with the requirements of the Designated Stock Exchange; Designated Stock Exchange; – 51 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association (e) by sending or transmitting it (e) by sending or transmitting it as an electronic as an electronic communication to the communication to the relevant person at such relevant person at such electronic address as he may electronic address as he may provide under Article 158(5) provide under Article subject to the Company 158(35) subject to the complying with the Statutes Company complying with the and any other applicable Statutes and any other laws rules and regulations applicable laws rules and from time to time in force regulations from time to time with regard to any in force with regard to any requirements for the requirements for the obtaining of consent (or obtaining of consent (or deemed consent) from such deemed consent) from such person; person; (f) by publishing it on the (f) by publishing it on the Company’s website to which Company’s website to the relevant person may have whichor the relevant person access subject to the may have access subject to Company complying with the the Company complying with Statutes and any other the Statutes and any other applicable laws rules and applicable laws rules and regulations from time to time regulations from time to time in force with regard to any in force with regard to any requirements for the requirements for the obtaining of consent (or obtaining of consent (or deemed consent) from such deemed consent) from such person and/or for giving person and/or for giving notification to any such notification to any such person stating that the notice person stating that the notice document or publication is document or publication is available on the Company’s available on the Company’s computer network website (a computer network website (a “notice of availability”); or “notice of availability”)the Designated Stock Exchange; or – 52 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association (g) by sending or otherwise (g) by sending or otherwise making it available to such making it available to such person through such other person through such other means to the extent permitted means to the extent permitted by and in accordance with the by and in accordance with the Statutes and other applicable Statutes and other applicable laws rules and regulations. laws rules and regulations. (2) The notice of availability may be (2) The notice of availability may be given by any of the means set out given by any of the means set out above other than by posting it on a above other than by posting it on a website. website. (3) In the case of joint holders of a (23) In the case of joint holders of a share all notices shall be given to share all notices shall be given to that one of the joint holders whose that one of the joint holders whose name stands first in the Register name stands first in the Register and notice so given shall be deemed and notice so given shall be deemed a sufficient service on or delivery to a sufficient service on or delivery to all the joint holders. all the joint holders. (4) Every person who by operation of (4) Every person who by operation of law transfer transmission or other law transfer transmission or other means whatsoever shall become means whatsoever shall become entitled to any share shall be bound entitled to any share shall be bound by every notice in respect of such by every notice in respect of such share which previously to his share which previously to his name and address (including name and address (including electronic address) being entered in electronic address) being entered in the Register as the registered holder the Register as the registered holder of such share shall have been duly of such share shall have been duly given to the person from whom he given to the person from whom he derives title to such share. derives title to such share.– 53 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association (5) Every Member or a person who is (35) Every Member or a person who is entitled to receive notice from the entitled to receive notice from the Company under the provisions of Company under the provisions of the Statutes or these Articles may the Statutes or these Articles may register with the Company an register with the Company an electronic address to which notices electronic address to which can be served upon him. nNotices can be served upon him. (6) Subject to any applicable laws (46) Subject to any applicable laws rules and regulations and the terms rules and regulations and the terms of these Articles any notice of these Articles any notice document or publication including document or publication including but not limited to the documents but not limited to the documents referred to in Articles 149 150 and referred to in Articles 149 150 and 158 may be given in the English 158 may be given in the English language only or in both the language only or in both the English language and the Chinese English language and the Chinese language. language or with the consent of or election by any Member in the Chinese language only to such Member. 159. Any Notice or other document: 159. Any Notice or other document: (a) if served or delivered by post shall (a) if served or delivered by post shall where appropriate be sent by where appropriate be sent by airmail and shall be deemed to have airmail and shall be deemed to have been served or delivered on the day been served or delivered on the day following that on which the following that on which the envelope containing the same envelope containing the same properly prepaid and addressed is properly prepaid and addressed is put into the post; in proving such put into the post; in proving such service or delivery it shall be service or delivery it shall be sufficient to prove that the envelope sufficient to prove that the envelope or wrapper containing the notice or or wrapper containing the nNotice document was properly addressed or document was properly and put into the post and a addressed and put into the post and certificate in writing signed by the a certificate in writing signed by the Secretary or other officer of the Secretary or other officer of the Company or other person appointed Company or other person appointed by the Board that the envelope or by the Board that the envelope or wrapper containing the Notice or wrapper containing the Notice or other document was so addressed other document was so addressed and put into the post shall be and put into the post shall be conclusive evidence thereof; conclusive evidence thereof; – 54 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association (b) if sent by electronic (b) if sent by electronic communication shall be deemed to communication shall be deemed to be given on the day on which it is be given on the day on which it is transmitted from the server of the transmitted from the server of the Company or its agent. A Notice Company or its agent. A Notice placed on the Company’s website or document or publication placed on the website of the Designated Stock either the Company’s website or the Exchange is deemed given by the website of the Designated Stock Company to a Member on the day Exchange is deemed given or following that on which a notice of served by the Company to a availability is deemed served on the Member on the day it first so Member; appears on the relevant website unless the Listing Rules specify a different date. In such cases the deemed date of service shall be as provided or required by the Listing Rules; following that on which a notice of availability is deemed served on the Member; (c) if published on the Company’ s (c) if published on the Company’s website shall be deemed to have website shall be deemed to have been served on the day on which the been served on the day on which the notice document or publication notice document or publication first so appears on the Company’s first so appears on the Company’s website to which the relevant website to which the relevant person may have access or the day person may have access or the day on which the notice of availability on which the notice of availability is deemed to have been served or is deemed to have been served or delivered to such person under delivered to such person under these Articles whichever is later; these Articles whichever is later; – 55 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association (d) if served or delivered in any other (cd) if served or delivered in any other manner contemplated by these manner contemplated by these Articles shall be deemed to have Articles shall be deemed to have been served or delivered at the time been served or delivered at the time of personal service or delivery or of personal service or delivery or as the case may be at the time of as the case may be at the time of the relevant despatch or the relevant despatch or transmission; and in proving such transmission; and in proving such service or delivery a certificate in service or delivery a certificate in writing signed by the Secretary or writing signed by the Secretary or other officer of the Company or other officer of the Company or other person appointed by the other person appointed by the Board as to the act and time of such Board as to the act and time of such service delivery despatch or service delivery despatch or transmission shall be conclusive transmission shall be conclusive evidence thereof; evidence thereof; and (e) may be given to a Member either in (e) may be given to a Member either in the English language or the Chinese the English language or the Chinese language subject to due language subject to due compliance with all applicable compliance with all applicable Statutes rules and regulations; and Statutes rules and regulations; and (f) if published as an advertisement in (df) if published as an advertisement in a newspaper or other publication a newspaper or other publication permitted under these Articles shall permitted under these Articles shall be deemed to have been served on be deemed to have been served on the day on which the advertisement the day on which the advertisement first so appears. first so appears.– 56 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 160....160.... (2) A Notice may be given by the (2) A Notice may be given by the Company to the person entitled to a Company to the person entitled to a share in consequence of the death share in consequence of the death mental disorder or bankruptcy of a mental disorder or bankruptcy of a Member by sending it through the Member by sending it through the post in a prepaid letter envelope or post in a prepaid letter envelope or wrapper addressed to him by name wrapper addressed to him by name or by the title of representative of or by the title of representative of the deceased or trustee of the the deceased or trustee of the bankrupt or by any like bankrupt or by any like description at the address if any description at the address if any supplied for the purpose by the supplied for the purpose by the person claiming to be so entitled or person claiming to be so entitled or (until such an address has been so (until such an address has been so supplied) by giving the notice in supplied) by giving the nNotice in any manner in which the same any manner in which the same might have been given if the death might have been given if the death mental disorder or bankruptcy had mental disorder or bankruptcy had not occurred. not occurred.......– 57 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 161. For the purposes of these Articles a 161. For the purposes of these Articles a facsimile or electronic transmission facsimile or electronic transmission message purporting to come from a holder message purporting to come from a holder of shares or as the case may be a of shares or as the case may be a Director or alternate Director or in the Director or alternate Director or in the case of a corporation which is a holder of case of a corporation which is a holder of shares from a director or the secretary shares from a director or the secretary thereof or a duly appointed attorney or thereof or a duly appointed attorney or duly authorised representative thereof for duly authorised representative thereof for it and on its behalf shall in the absence of it and on its behalf shall in the absence of express evidence to the contrary available express evidence to the contrary available to the person relying thereon at the to the person relying thereon at the relevant time be deemed to be a document relevant time be deemed to be a document or instrument in writing signed by such or instrument in writing signed by such holder or Director or alternate Director in holder or Director or alternate Director in the terms in which it is received. the terms in which it is received. The signature to any Notice or document to be given by the Company may be written printed or in electronic form. 162....162.... (2) Unless otherwise provided by the (2) Unless otherwise provided by the Act a resolution that the Company Act a resolution that the Company be wound up by the court or be be wound up by the court or to be wound up voluntarily shall be a wound up voluntarily shall be a special resolution. special resolution.– 58 –APPENDIX IV PROPOSED AMENDMENTS TO THE FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 163. (1) Subject to any special rights 163. (1) Subject to any special rights privileges or restrictions as to the privileges or restrictions as to the distribution of available surplus distribution of available surplus assets on liquidation for the time assets on liquidation for the time being attached to any class or being attached to any class or classes of shares (i) if the Company classes of shares (i) if the Company shall be wound up and the assets shall be wound up and the assets available for distribution amongst available for distribution amongst the Members shall be more than the Members shall be more than sufficient to repay the whole of the sufficient to repay the whole of the capital paid up at the capital paid up at the commencement of the winding up commencement of the winding up the excess shall be distributed pari the excess shall be distributed pari passu amongst such Members in passu amongst such Members in proportion to the amount paid up on proportion to the amount paid up on the shares held by them the shares held by them respectively and (ii) if the Company respectively and (ii) if the Company shall be wound up and the assets shall be wound up and the assets available for distribution amongst available for distribution amongst the Members as such shall be the Members as such shall be insufficient to repay the whole of insufficient to repay the whole of the paid-up capital such assets shall the paid-up capital such assets shall be distributed so that as nearly as be distributed so that as nearly as may be the losses shall be borne by may be the losses shall be borne by the Members in proportion to the the Members in proportion to the capital paid up or which ought to capital paid up or which ought to have been paid up at the have been paid up at the commencement of the winding up commencement of the winding up on the shares held by them on the shares held by them respectively. respectively.......– 59 –NOTICE OF ANNUAL GENERAL MEETING Tongcheng Travel Holdings Limited同程旅行控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 0780) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the annual general meeting of Tongcheng Travel Holdings Limited (the “Company”) will be held at Meeting Room Canglang 2/F Four Points by Sheraton Suzhou No. 8 Moon Bay Road Suzhou Industrial Park Jiangsu China at 3:00 p.m. on June 26 2024 for the purpose of considering and if thought fit passing (with or without amendments) the following resolutions: ORDINARY RESOLUTIONS 1. To receive and adopt the audited consolidated financial statements of the Company for the year ended December 31 2023 and the reports of the directors and auditor thereon. 2. (a) To re-elect the following retiring directors of the Company: (i) Mr. MA Heping as an executive director; (ii) Mr. Brent Richard IRVIN as a non-executive director; (iii) Mr. DAI Xiaojing as an independent non-executive director; and (b) To authorise the board of directors of the Company (the “Board”) to fix the remuneration of the directors of the Company. 3. To re-appoint PricewaterhouseCoopers as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration for the year ending December 31 2024. 4. To declare a final dividend of HKD0.15 per share for the year ended December 31 2023. – 60 –NOTICE OF ANNUAL GENERAL MEETING 5. To consider and if thought fit pass with or without modification the following resolutions as ordinary resolutions: (A) “That:(i) subject to paragraph (iii) below the exercise by the directors of the Company during the Relevant Period (as defined hereinafter) of all the powers of the Company to allot issue and/or otherwise deal with additional shares of the Company (including any sale and transfer of Shares out of treasury that are held as treasury shares (which shall have the meaning ascribed to it under the Listing Rules coming into effect on June 11 2024)) or securities convertible into shares or options warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers agreements and/or options (including bonds warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved; (ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period (as defined hereinafter) to make or grant offers agreements and/or options which may require the exercise of such power after the end of the Relevant Period; (iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period (as defined hereinafter) pursuant to paragraph (i) above otherwise than pursuant to paragraph (i) of this resolution otherwise than pursuant to: (1) any Rights Issue (as defined hereinafter); (2) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option scheme or similar arrangements for the time being adopted for the grant or issue to the directors of the Company officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares; (3) any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; or – 61 –NOTICE OF ANNUAL GENERAL MEETING (4) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares shall not exceed the aggregate of: (a) 15% of the number of issued shares of the Company (excluding any shares that are held as treasury shares) as at the date of passing this resolution; and (b) (if the Board is so authorized by resolution numbered 5(C)) the aggregate number of shares of the Company repurchased by the Company subsequent to the passing of resolution numbered 5(B) (up to a maximum equivalent to 10% of the number of issued shares of the Company (excluding any shares that are held as treasury shares) as at the date of passing resolution numbered 5(B)) and the approval shall be limited by applicable rules and requirements of The Stock Exchange of Hong Kong Limited as amended from time to time including the restrictions for using the general mandate to issue (i) securities convertible into new Shares for cash consideration if the initial conversion price of such convertible securities is lower than the Benchmarked Price (as hereafter defined) of the Shares at the time of relevant placing; and (ii) warrants options or similar rights to subscribe for new Shares or securities convertible into new Shares for cash consideration; and (iv) for the purpose of this resolution:– (a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:– (1) the conclusion of the next annual general meeting of the Company; (2) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or (3) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution; – 62 –NOTICE OF ANNUAL GENERAL MEETING (b) “Benchmarked Price” means the higher of (a) the closing price on the date of the relevant placing agreement or other agreement involving the proposed issue of securities under the general mandate to be approved under this resolution; and (b) the average closing price in the 5 trading days immediately prior to the earlier of: (i) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of securities under the general mandate to be approved under this resolution; (ii) the date of the placing agreement or other agreement involving the proposed issue of securities under the general mandate to be approved under this resolution; and (iii) the date on which the placing or subscription price is fixed; and (c) “Rights Issue” means an offer of shares of the Company or an issue of warrants options or other securities giving rights to subscribe for shares of the Company open for a period fixed by the directors of the Company to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of or the requirements of or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of or the requirements of any jurisdiction applicable to the Company any recognised regulatory body or any stockexchange applicable to the Company).” (B) “That:(i) subject to paragraph (ii) of this resolution the exercise by the directors of the Company during the Relevant Period (as defined hereinafter) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and which is recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) be and is hereby generally and unconditionally approved; – 63 –NOTICE OF ANNUAL GENERAL MEETING (ii) the aggregate number of the shares to be repurchased pursuant to the approval in paragraph (i) of this resolution shall not exceed 10% of the number of issued shares of the Company (excluding any shares that are held as treasury shares) as at the date of passing of this resolution and the said approval shall be limited accordingly; (iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked; and (iv) for the purpose of this resolution:– “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:– (a) the conclusion of the next annual general meeting of the Company; (b) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or (c) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authoritygiven to the directors of the Company by this resolution.” (C) “That conditional upon the resolutions numbered 5(A) and 5(B) set out in thisnotice being passed the general mandate granted to the directors of the Company to exercise the powers of the Company to allot issue and/or otherwise deal with new shares of the Company and to make or grant offers agreements and options which might require the exercise of such powers pursuant to the resolution numbered 5(A) set out in this notice be and is hereby extended by the addition to the number of the issued shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the number of the issued shares of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 5(B) set out in this notice provided that such extended amount shall represent up to 10% of the number of issued shares of the Company as at the date of passing of the said resolutions (excluding any shares that are held astreasury shares).” – 64 –NOTICE OF ANNUAL GENERAL MEETING 6. “That the adoption of the 2024 Share Scheme (the “2024 Share Scheme”) proposed by the Board a copy of which is produced to this meeting marked “A” and signed by the Chairman of the meeting for the purpose of identification with the Scheme Mandate Limit (as defined in the 2024 Share Scheme) of 1% of the total issued and outstanding Shares (excluding any shares that are held as treasury shares) as at the date of the Shareholders’ approval of the 2024 Share Scheme be and is hereby approved and adopted and the Scheme Administrator (as defined in the 2024 Share Scheme) be and are hereby authorised to grant the awards (“Awards”) and do all such acts and execute all such documents as the Scheme Administrator may considernecessary or expedient in order to give full effect to the 2024 Share Scheme.” SPECIAL RESOLUTION To consider and if thought fit to pass the following resolution as a special resolution: 7. “That(i) the proposed amendments to the fourth amended and restated articles of association of the Company (the “Proposed Amendments”) the details of which are set out in Appendix IV to the circular of the Company dated June 3 2024 be and are hereby approved; (ii) the fifth amended and restated articles of association of the Company (the “Fifth Amended and Restated Articles of Association”) which contains all the Proposed Amendments and is produced in the form produced to the Annual General Meeting be hereby approved and adopted in substitution for and to the execution of the fourth amended and restated articles of association of the Company with immediate effect; and (iii) any Director or company secretary of the Company be and is hereby authorized to do all such acts deeds and things and execute all such documents and make all such arrangements that he/she shall in his/her absolute discretion deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the Fifth Amended and Restated Articles of Association including without limitation attending to the necessary filings with the Registrar ofCompanies in Hong Kong and the Cayman Islands.” By order of the Board Tongcheng Travel Holdings Limited MA Heping Executive Director and Chief Executive Officer Hong Kong June 3 2024 – 65 –NOTICE OF ANNUAL GENERAL MEETING Notes: (i) Resolution numbered 5(C) will be proposed to the shareholders of the Company for approval provided that resolutions numbered 5(A) and 5(B) are passed by the shareholders of the Company.(ii) A shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend speak and vote in his/her stead. The proxy does not need to be a shareholder of the Company. Treasury Shares if any and registered under the name of the Company shall have no voting rights at the general meeting(s) of the Company. For the avoidance of doubt solely from the perspective of the Listing Rules the Company shall procure upon depositing any treasury shares in CCASS the abstention from voting at any of its general meeting(s) in relation to those shares.(iii) Where there are joint registered holders of any shares any one of such persons may vote at the above meeting (or at any adjournment of it) either personally or by proxy in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote whether in person or by proxy will be accepted to the exclusion of the vote(s) of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.(iv) In order to be valid the completed form of proxy must be deposited at the Hong Kong share registrar of the Company Computershare Hong Kong Investor Services Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong) at least 48 hours before the time appointed for holding the above meeting or any adjournment thereof (as the case may be). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event the form of proxy shall be deemed to be revoked.(v) The register of members of the Company will be closed from June 21 2024 (Friday) to June 26 2024 (Wednesday) both days inclusive in order to determine the eligibility of shareholders to attend the above meeting during which period no share transfers will be registered. To be eligible to attend the above meeting all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Hong Kong share registrar of the Company Computershare Hong Kong Investor Services Limited at Shops 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong not later than 4:30 p.m. on June 20 2024 (Thursday).(vi) In respect of resolutions numbered 2 above Mr. Ma Heping Mr. Brent Richard IRVIN and Mr. Dai Xiaojing will retire and being eligible to be re-elected. Details of the above retiring directors are set out in Appendix II to the circular dated June 3 2024.(vii) In respect of the resolution numbered 5(A) above approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.(viii) In respect of resolution numbered 5(B) above the directors of the Company wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate and for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares as required by the Listing Rules is set out in Appendix I to the circular dated June 3 2024.(ix) Pursuant to Rule 13.39(4) of the Listing Rules voting for all the resolutions set out in this notice will be taken by poll at the above meeting.–66–