NOTICE IS HEREBY GIVEN that the Annual General Meeting of China Travel International Investment Hong Kong Limited "the Company" will be held at Coral Room, 3rd Floor, Hotel Furama Hong Kong, 1 Connaught Road Central, Hong Kong, on 28 June, 1999 (Monday) at 4:00 p.m. for the following purposes:

1. to receive and consider the audited financial statements and the reports of the Directors and Auditors for the year ended 31 December, 1998;

2. to re-elect Directors and to fix their remuneration;

3. to re-appoint Auditors and to authorise the directors to fix their remuneration; and

4. as special business to consider and, if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:

"THAT:

(a) subject to paragraph (b) of this ordinary resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.10 each ("Shares") in the capital of the Company on The Stock Exchange of Hong Kong Limited ("Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of Shares which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this ordinary resolution shall not exceed 10% of the aggregate nominal amount of Shares in issue as at the date of the passing of this ordinary resolution and the authority pursuant to paragraph (a) of this ordinary resolution shall be limited accordingly; and

(c) for the purposes of this ordinary resolution:

"Relevant Period" means the period from the passing of this ordinary resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance to be held; and

(iii) the date on which the authority given under this ordinary resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

5. As special business to consider and, if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:

"THAT:

(a) subject to paragraph (c) below and pursuant to Section 57B of the Companies Ordinance, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including bonds and warrants convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this ordinary resolution shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) of this ordinary resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of rights of subscription or conversion under any securities which are convertible into shares of the Company, (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares in the capital of the Company, or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Memorandum and Articles of Association of the Company, shall not in aggregate exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this ordinary resolution and the said approval shall be limited accordingly; and

(d) for the purposes of this ordinary resolution:

"Relevant Period" means the period from the passing of this ordinary resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance to be held; and

(iii) the date on which the authority given under this ordinary resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting; and

"Rights Issue" means an offer of shares in the Company open for a period fixed by the Directors of the Company to the holders of shares in the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (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, any recognised regulatory body or any stock exchange, in any territory outside Hong Kong)."

6. As special business to consider and, if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon resolutions numbered 5 and 6 set out in the notice convening this meeting of which this resolution forms part being duly passed, the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot and issue additional shares pursuant to the resolution numbered 6 set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution numbered 5 set out in the notice convening this meeting, provided that such an amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this ordinary resolution."

7. To transact any other ordinary business of the Company.

By Order of the Board
Woo Wai See, Alice
Company Secretary

Hong Kong, 19 May, 1999

Registered Office:
12th Floor, CTS House
78-83 Connaught Road Central
Hong Kong

Notes:

(1) Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint more than one proxy to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

(2) A form of proxy for use at the meeting will be enclosed with the 1998 Annual Report to be dispatched to the shareholders. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting or poll concerned if he so wishes. In the event of a member who has lodged a form of proxy attending the meeting, his form of proxy will be deemed to have been revoked.

(3) In order to be valid, the instrument appointing a proxy together with power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited at the Company's registered office at 12th floor, CTS House, 78-83 Connaught Road Central, Hong Kong, at least 48 hours before the time appointed for holding of the meeting or adjourned meeting (as the case may be).

(4) In the case of joint holders of a share, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

(5) An Explanatory Statement regarding resolutions numbered 4, 5 and 6 above containing the information necessary to enable the shareholders to make an informed decision on whether to vote for or against the resolutions will be set out in a separate document and dispatched to shareholders together with the 1998 Annual Report.

(6) With respect to resolutions numbered 4 and 5 above, the Directors of the Company wish to state that they have no immediate intention of exercising the repurchase mandate to repurchase shares and the general mandate to allot shares in the capital of the Company.

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