China Travel International Investment Hong Kong : SCRIP DIVIDEND SCHEME IN RELATION TO THE INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

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.

No Shareholder receiving a copy of this circular and/or an Election Form in any territory outside Hong Kong may treat the same as an invitation to elect for Shares unless in the relevant territory such invitation could lawfully be made to it/him/her without the Company having to comply with any registration or other legal requirements, governmental or regulatory procedures or any other similar formalities. It is the responsibility of any Shareholder outside Hong Kong who wishes to receive New Shares under the Scrip Dividend Scheme to comply with the laws of the relevant jurisdictions including procedures or any other similar formalities. In particular, this circular does not constitute an offer to sell or the solicitation of an offer to buy any of the Shares in the United States. The Shares may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities law. No public offer of the Shares is to be made in the United States.

(incorporated in Hong Kong with limited liability)

(Stock Code: 308)

SCRIP DIVIDEND SCHEME IN RELATION TO

THE INTERIM DIVIDEND

FOR THE SIX MONTHS ENDED 30 JUNE 2019

9 October 2019

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

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EXPECTED TIMETABLE

The following is a summary of the events in relation to the Scrip Dividend Scheme in the form of a timetable:

Latest time for lodging transfers of the Shares for registration in

order to be entitled to the Interim Dividend . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 20 September 2019

Despatch of cheques for cash dividends and definitive certificates

for New Shares at the risk of recipients . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 12 November 2019

Notes:

1. All references to times are Hong Kong time.
2. If there is a tropical cyclone warning signal number 8 or above, or "extreme conditions" caused by super typhoons or a "black" rainstorm warning in force at or at any time prior to 4:30 p.m. on Thursday, 24 October 2019, the deadline for return of the Election Forms will be changed. Further information is set out in the paragraph headed "Election Form" of the "Letter from the Board".

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LETTER FROM THE BOARD

(incorporated in Hong Kong with limited liability)

(Stock Code: 308)

SCRIP DIVIDEND SCHEME IN RELATION TO

THE INTERIM DIVIDEND

FOR THE SIX MONTHS ENDED 30 JUNE 2019

INTRODUCTION

The Company announced on 30 August 2019 that the Board had declared the Interim Dividend and resolved that the Interim Dividend would be paid to Shareholders whose names appeared on the register of members of the Company on the Record Date. Eligible Shareholders may elect to receive the Interim Dividend in cash, or in the form of fully paid New Shares in lieu of cash, or partly in cash and partly in the form of fully paid New Shares under the Scrip Dividend Scheme. The register of members of the Company was closed from Monday, 23 September 2019 to Wednesday, 25 September 2019 (both dates inclusive). In order to establish entitlement to the Interim Dividend, all completed transfer forms, accompanied by the relevant share certificates, had to be lodged with the Company's Share Registrar for registration not later than 4:30 p.m. on Friday, 20 September 2019.

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LETTER FROM THE BOARD

The purpose of this circular is to set out the procedures which apply in relation to the Scrip Dividend Scheme and the action which should be taken by the Shareholders in relation thereto.

DETAILS OF THE SCRIP DIVIDEND SCHEME

Under the Scrip Dividend Scheme, Eligible Shareholders may elect to receive the Interim Dividend in one of the following ways:

1. cash of HK3 cents for each Share held on the Record Date; or
2. an allotment of fully paid New Shares (the number of which is determined as explained below); or
3. partly in cash and partly in the form of fully paid New Shares.

For Shareholders with a registered address outside of Hong Kong or who are otherwise resident outside of Hong Kong, your attention is drawn to the information set out under the section headed "Shareholders resident outside Hong Kong".

For the purpose of calculating the number of New Shares to be allotted pursuant to the Scrip Dividend Scheme, the market value of the New Shares has been fixed at HK$1.266 per Share (the "Average Closing Price"), which is the average value of the closing prices per Share as quoted on the Stock Exchange for the five consecutive trading days prior to and including Wednesday, 25 September 2019.

Accordingly, the number of New Shares which an Eligible Shareholder is entitled to receive, in respect of the Shares registered in its/his/her name as at the Record Date and for which it/he/she has elected to receive New Shares, will be calculated as follows:

The last day and time on which the Eligible Shareholders will be entitled to select their desired form of the Interim Dividend is 4:30 p.m. on Thursday, 24 October 2019.

The number of New Shares to be issued to each Eligible Shareholder pursuant to its/his/her election will be rounded down to the nearest whole number of the New Shares. Fractional entitlements to the New Shares will be disregarded and the benefit thereof will accrue to the Company. The New Shares to be issued pursuant to the Scrip Dividend Scheme will, when they are issued, rank pari passu in all respects with the Shares in issue on the date of the allotment and issue of the New Shares except that such New Shares themselves will not be entitled to the Interim Dividend.

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LETTER FROM THE BOARD

ADVANTAGES OF THE SCRIP DIVIDEND SCHEME

The Directors consider that the Scrip Dividend Scheme is beneficial to both the Shareholders and the Company as it will give Shareholders the opportunity to increase their investment in the Company at market value without incurring brokerage fees, stamp duty and related dealing costs and the Company the opportunity to retain cash, which would otherwise have been paid to the Shareholders, for the use as working capital by the Company.

CONDITION OF THE SCRIP DIVIDEND SCHEME

The Scrip Dividend Scheme is conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares to be issued in respect of the Interim Dividend.

If this condition is not satisfied, the Scrip Dividend Scheme described in this circular will not become effective and the Election Form will be void. The Interim Dividend will then be paid wholly in cash.

It is not anticipated that any election to receive the Interim Dividend in the form of New Shares under the Scrip Dividend Scheme would give rise to any consequences under the Takeovers Code.

EFFECT OF THE SCRIP DIVIDEND SCHEME

Based on 5,456,163,525 Shares in issue as at the close of business on the Record Date, if all Shareholders elect to receive the Interim Dividend in cash, the total cash dividend payable by the Company would be HK$163,684,905.75. If all Eligible Shareholders elect to receive all of their entitlement to the Interim Dividend in the form of New Shares in lieu of cash and based on the Average Closing Price, the maximum number of New Shares to be issued under the Scrip Dividend Scheme will be 129,292,974 Shares, representing approximately 2.37% of the existing issued share capital of the Company and approximately 2.31% of the issued share capital of the Company as enlarged by the issue of New Shares.

Shareholders should note that the New Shares to be issued under the Scrip Dividend Scheme may give rise to disclosure requirements under Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Shareholders who are in any doubt as to how these provisions may affect them as a result of the issue of the New Shares are recommended to seek their own professional advice. Shareholders who are in any doubt as to their taxation position are also recommended to seek their own professional advice.

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LETTER FROM THE BOARD

ELECTION FORM

The Election Form is enclosed with this circular for use by Eligible Shareholders who wish to receive the Interim Dividend wholly in the form of New Shares or partly in cash and partly in the form of New Shares in lieu of cash. Please read carefully the instructions below and the instructions printed on the Election Form.

1. To receive onlycash dividend

If you wish to receive onlycash for the Interim Dividend, you do not need to take any action. Therefore, please DO NOT return the Election Form. Shareholders who do not make an election to receive their Interim Dividend in New Shares will receive the dividend in cash.

1. To receive onlyNew Shares for the Interim Dividend

If you wish to receive onlyNew Shares for the Interim Dividend, please just SIGN, DATE and RETURN the Election Form.

1. To receive partly cash dividend and partly New Shares for the Interim Dividend

If you wish to receive your Interim Dividend partly in cash and partly in New Shares, please ENTER in Box C of the Election Form the number of Shares which you held on the Record Date for which you require the Interim Dividend to be paid in New Shares, and then SIGN, DATE, and RETURN the Election Form.

If you do not specify the number of Shares in respect of which you wish to receive an allotment of New Shares or if you elect to receive New Shares in respect of a greater number of Shares than your registered holding on the Record Date, you will be deemed to have elected to receive onlyNew Shares in respect of ALL the Shares registered in your name on the Record Date. Therefore, you will receive onlyNew Shares for the Interim Dividend.

The Election Form should be completed in accordance with the instructions printed thereon and returned, so that they are received by the Company's Share Registrar no later than 4:30 p.m. on Thursday, 24 October 2019 at:

Tricor Tengis Limited

Level 54, Hopewell Centre

183 Queen's Road East

Hong Kong

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LETTER FROM THE BOARD

The deadline for return of the Election Forms mentioned above will not be valid if there is a tropical cyclone warning signal number 8 or above, or "extreme conditions" caused by super typhoons or a "black" rainstorm warning:

1. in force in Hong Kong at any local time at or before 12:00 noon and no longer in force after 12:00 noon on Thursday, 24 October 2019. Instead, the deadline for the submission of Election Forms will be 5:00 p.m. on the same business day;
2. in force in Hong Kong at any local time between 12:00 noon and 4:30 p.m. on Thursday, 24 October 2019. Instead, the deadline for the submission of Election Forms will be rescheduled to 4:30 p.m. on the next business day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:30 p.m.

Failure to complete and return the signed Election Form in accordance with the instructions printed thereon will result in the relevant Eligible Shareholder's Interim Dividend being paid wholly in the form of cash.

No acknowledgement of receipt of the Election Form will be issued.

No elections in respect of the Interim Dividend may, after the relevant Election Forms are signed and returned to the Company's Share Registrar, be in any way withdrawn, revoked, superseded or altered.

LISTING AND DEALINGS

Application has been made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the New Shares to be allotted and issued pursuant to the Scrip Dividend Scheme.

Subject to the said application being granted by the Stock Exchange, it is expected that the definitive certificates for New Shares, and cheques for cash dividends, will be sent by ordinary mail to Shareholders at the risk of those entitled thereto on or about Tuesday, 12 November 2019, and the first day of dealings in the New Shares on the Stock Exchange is expected to be on or about Wednesday, 13 November 2019.

Subject to the granting of the listing of, and permission to deal in, the New Shares to be allotted and issued pursuant to the Scrip Dividend Scheme on the Stock Exchange, such New Shares will be accepted as eligible securities by Hong Kong Securities Clearing Company Limited for deposit, clearance and settlement in the CCASS with effect from the commencement date of dealings in the New Shares on the Stock Exchange or such other date as determined by Hong Kong Securities Clearing Company Limited. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

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LETTER FROM THE BOARD

Shareholders should seek the advice of their licensed securities dealer or other professional adviser for details of these settlement arrangements and how such arrangements will affect their rights and interests.

SHAREHOLDERS RESIDENT OUTSIDE HONG KONG

As at the Record Date, the addresses of some of the Shareholders as shown on the register of members of the Company were in certain overseas jurisdictions, namely, the PRC, Australia, Macau, Singapore and the US, who together held an aggregate of 168,850 Shares.

United States

US Shareholders will not be permitted to participate in the Scrip Dividend Scheme and they will receive the Interim Dividend wholly in cash. Having made enquiry on US laws, the Directors considered such exclusion to be necessary or expedient pursuant to Rule 13.36(2) of the Rules Governing the Listing of Securities on the Stock Exchange. US Shareholders are therefore not "Eligible Shareholders" for the purposes of the Scrip Dividend Scheme. This circular has been sent to such Shareholders for information only and no Election Form is being sent to such Shareholders. US Shareholders will receive the Interim Dividend wholly in cash.

Overseas Shareholders

For the avoidance of doubt, the Company does not exclude Overseas Shareholders (with the exception of US Shareholders) from participating in the Scrip Dividend Scheme. However, such Overseas Shareholders should consult their professional advisers as to whether or not they are permitted under applicable laws and regulations to participate in the Scrip Dividend Scheme or whether any government or other consents are required or other formalities need to be observed. No Shareholder receiving a copy of this circular and/or an Election Form in any territory outside Hong Kong may treat the same as an invitation to elect for Shares unless in the relevant territory such invitation could lawfully be made to it/ him/her without the Company having to comply with any registration or other legal requirements, governmental or regulatory procedures or any other similar formalities. It is the responsibility of any Overseas Shareholder who wishes to receive New Shares under the Scrip Dividend Scheme to comply with the laws of the relevant jurisdictions including procedures or any other similar formalities. Overseas Shareholders residing in a jurisdiction where it would be illegal for them to participate in the Scrip Dividend Scheme will be deemed to have received this circular and/or Election Form for information only. Persons who receive New Shares in lieu of the cash dividend must also comply with any restrictions on the resale of the Shares which may apply outside Hong Kong.

In addition, pursuant to the Frequently Asked Questions Series 29 issued by the Stock Exchange on 17 November 2014 and updated on 4 November 2016 and 13 July 2018 on the interpretation of the Listing Rules, investors from the PRC who hold Shares through China Securities Depository and Clearing Corporation Limited ("ChinaClear") as nominee under Shanghai Connect and Shenzhen Connect (the "PRC Southbound Trading Investors") can

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LETTER FROM THE BOARD

participate in the Scrip Dividend Scheme through ChinaClear. ChinaClear will provide nominee services for the PRC Southbound Trading Investors to elect to receive the New Shares in respect of all or part of his/her holding of Shares in accordance with the relevant laws and regulations.

The PRC Southbound Trading Investors should seek advice from their intermediary (including broker, custodian, nominee or ChinaClear participants) and/or other professional advisers for details of the logistical arrangements as required by ChinaClear, and provide instructions with such intermediary in relation to the election to receive the New Shares.

This circular and Election Form will not be repistered in Hong Kong or in any other jurisdiction.

This circular and Election Form do not constitute or form part of an offer or solicitation of any offer to buy securities of the Company to the public, and the Election Form is non-transferable.

BOOK CLOSURE PERIOD

The register of members of the Company was closed from Monday, 23 September 2019 to Wednesday, 25 September 2019 (both dates inclusive) for the purpose of determining the Eligible Shareholders.

GENERAL

New Shares issued to the Eligible Shareholders pursuant to an election to receive some or all of their Interim Dividend in New Shares may be allocated in odd lots (of fewer than a board lot of 2,000 Shares). No special dealing arrangements will be put in place by the Company to facilitate the trading or disposal of New Shares issued in odd lots. Eligible Shareholders should be aware that odd lots usually trade at a discount to the price of board lots.

Whether or not it is to your advantage to receive cash or the New Shares, in whole or in part, in respect of the Interim Dividend depends upon your own individual circumstances, and the decision in this regard and all effects resulting therefrom must be solely your responsibility. If you are in doubt as to what to do, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

Shareholders who are trustees are recommended to take professional advice as to whether an election to receive New Shares is within their powers and as to its effect having regard to the terms of the relevant trust instrument.

Yours faithfully,

For and on behalf of the board of

China Travel International Investment Hong Kong Limited

Fu Zhuoyang

Chairman

This circular is in English and Chinese. In the case of any inconsistency, the English version shall prevail.

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