Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement 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 announcement.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. – 1 –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 – 2 –(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; – 3 –(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; – 4 –(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).” – 5 –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 – 6 –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.– 7 –As at the date of this announcement the Board comprises the following: Executive Directors Independent Non-executive Directors Wu Zhixiang (Co-Chairman) Yang Chia Hung Ma Heping (Chief Executive Officer) Dai Xiaojing Han Yuling Non-executive Directors Liang Jianzhang (Co-Chairman) Jiang Hao Xie Qing Hua Brent Richard Irvin –8–