Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

Overseas Chinese Town (Asia) Holdings Limited

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 03366)

NOTICE OF EXTRAORDINARY GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

Please refer to page ii of the circular of the Company dated 23 April 2021 for the measures to be implemented at the extraordinary general meeting (“EGM”) of (Asia) Holdings Limited (the “Company”) by the Company to protect the attendees from the risk of infection of the novel coronavirus, including:

(i) compulsory body temperate check and filing out the health registration form;

(ii) compulsory wearing of surgical face mask; and

(iii) no distribution of corporate gifts and no serving of refreshments.

Any person who does not comply with the precautionary measures or is subject to any PRC Government prescribed quarantine may be denied entry into the meeting venue. For the health and safety of the shareholders of the Company (the “Shareholders”), the Company strongly advises the Shareholders to appoint the chairman of the meeting as your proxy to vote on the relevant resolutions at the EGM as an alternative to attending the EGM in person.

NOTICE IS HEREBY GIVEN that the EGM will be held at the conference room of the Company on 3/F., Jacaranda IBC, OCT Harbour, Baishi Road, Nanshan District, , on Monday, 10 May 2021 at 11:00 a.m. or any adjournment of such meeting for the purposes of considering and, if thought fit, passing the following resolution, with or without modifications, as ordinary resolution of the Company:

- 1 - ORDINARY RESOLUTION

“THAT

(a) the proposed disposal (the “Disposal Mandate”) by the Company of all or part of 46,925,080 ordinary shares (or such other number of shares of such other nominal value resulting from any capital reorganisation) in Tongcheng-Elong Holdings Limited (同程藝龍控股有限公司), an exempted company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of The Stock Exchange of Hong Kong Limited (stock code: 0780), within a period of 12 months from the date of passing of this resolution (the “Mandate Period”) and on the terms set out in the circular of the Company dated 23 April 2021 (the “Circular”) (a copy of the Circular marked “A” and initialed by the chairman of the Meeting for identification purpose has been tabled at the Meeting) (the “Possible Disposal”) be and is hereby approved; and

(b) the directors of the Company (the “Directors”) be and are hereby authorised for and on behalf of the Company to exercise all the powers of the Company to procure or effect the Possible Disposal from time to time during the Mandate Period and to do all such acts and things, including but not limited to execution of all documents, which the Directors deem necessary, appropriate or desirable to implement and give effect to the Possible Disposal and the transactions contemplated thereunder or in connection with the exercise of the Disposal Mandate.

By order of the Board Overseas Chinese Town (Asia) Holdings Limited Zhang Dafan Chairman

Hong Kong, 23 April 2021

Notes:

1. Any member entitled to attend and vote at the EGM (and any adjournment of such meeting) shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him and vote on his behalf at the EGM (and any adjournment of such meeting). A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

- 2 - 3. In order to be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the EGM (or any adjournment of such meeting) (as the case may be) at which the person named in the instrument proposes to vote.

4. The register of members of the Company will be closed from Wednesday, 5 May 2021 to Monday, 10 May 2021 (both days included), for the purpose of determining the list of shareholders entitled to attend the EGM, during which period no transfer of shares of the Company will be registered. In order to qualify for attendance and voting at the EGM, all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong not later than 4:30 p.m. on Tuesday, 4 May 2021.

5. Completion and return of the proxy form does not preclude a member from attending and voting in person at the EGM (or any adjournment of such meeting) and, in such event, the proxy form shall be deemed to be revoked.

6. Where there are joint holders of any shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the EGM (and any adjournment of such meeting), the most senior will alone be entitled to vote, whether in person or by proxy. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

As at the date of this notice, the Board comprises seven Directors, namely: Mr. Zhang Dafan, Ms. Xie Mei and Mr. Lin Kaihua as executive Directors; Mr. Wang Wenjin as non-executive Director; Ms. Wong Wai Ling, Mr. Lam Sing Kwong Simon and Mr. Chu Wing Yiu as independent non-executive Directors.

- 3 -