Original title: Zhongxin TourismReminder announcement of Group Co., Ltd. on the transfer of some shares and changes of rights and interests by the controlling shareholder and actual controller to Alibaba (China) Network Technology Co., Ltd.

Securities Code: 002707 Securities abbreviation: Zhongxin Tourism Bulletin No.: 2020-091

Bond code: 128022 bond abbreviation: Zhongxin convertible bond

Zhongxin Tourism Group Co., Ltd. About holding

Shareholders and actual controllers to Alibaba (China)

Network Technology Co., Ltd. agreed to transfer some of its shares.

And suggestive announcement of changes in rights and interests

Mr. Feng Bin, the controlling shareholder and actual controller of the company, warrants that the information provided to the Company is true, accurate and complete, and that there are no false records, misleading statements or material omissions. The Company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor.

Special hint:

1. This change of rights and interests belongs to the transfer of part of the shares of the controlling shareholder and the actual controller of the company, but it will not lead to the change of the controlling shareholder and the actual controller of the company.

2. This change of rights and interests did not touch the tender offer.

3. There is no relationship of association or concerted action between the two parties in this transaction.

4. With regard to this change of rights and interests, the two parties have signed a relevant agreement, and this share transfer still requires both parties to perform the relevant obligations in strict accordance with the agreement. Both parties still need to apply to the Shenzhen Stock Exchange for confirmation of the transfer of the agreement and to apply to the Shenzhen Branch of China Securities Registration and Clearing Co., Ltd. for registration of transfer of shares.

I. the basic situation of this share transfer agreement

Mr. Feng Bin, controlling shareholder and actual controller of Zhongxin Travel Group Co., Ltd. (hereinafter referred to as "Zhongxin Travel" or "Company") and Alibaba (China) Network Technology Co., Ltd. (hereinafter referred to as "Ali Network" or "transferee") signed the share transfer Agreement (hereinafter referred to as the "share transfer Agreement" or "this Agreement"). Mr. Feng Bin transferred his 45470295 unlimited terms of sale tradable shares of Zhongxin Tourism (hereinafter referred to as the "underlying shares") to the transferee at a price of RMB 8.46 per share, accounting for about 5% of the total share capital of Zhongxin Tourism signed under the share transfer agreement. The total share transfer price is RMB 384678695.7 (hereinafter referred to as "transaction consideration"). The number of shares transferred, the proportion of shares and the transfer price are as follows:

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The changes in the rights and interests of both parties before and after this transfer are as follows:

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Second, the basic situation of both sides of the transaction

(1) transferor: Feng Bin

Feng Bin: a natural person of Chinese nationality, chairman and general manager of the company, holds 266009800 shares of the company, accounting for 29.25% of the total share capital of the company, and is the controlling shareholder and actual controller of the company.

(2) transferee: Alibaba (China) Network Technology Co., Ltd.

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III. Description of the relationship

As of the date of this announcement, there is no relationship between Feng Bin, the transferor, and Ali Network, the transferee.

IV. The main contents of the share transfer agreement

On September 29, 2020, Alibaba Network signed a "share transfer Agreement" with Feng Bin, the company's controlling shareholder and actual controller. Alibaba Network transferred the 45470295 Zhongxin Tourism shares held by Feng Bin through the agreement, accounting for about 5% of the total share capital of the listed company.

Prior to this change of rights and interests, Ali Network did not hold shares in the listed company. After this change of rights and interests, Alibaba Network will directly hold 45470295 shares in unlimited terms of sale of listed companies, accounting for about 5% of the total share capital of listed companies.

(1) the subject of the agreement

Transferor: Mr. Feng Bin, the controlling shareholder and actual controller of the company.

Transferee: Ali Network

(2) the number and proportion of transferred shares

Alibaba Network signed a "share transfer Agreement" with Feng Bin, the company's controlling shareholder and actual controller, to transfer the 45470295 Zhongxin Tourism shares held by Feng Bin under unlimited conditions of sale, accounting for about 5% of the total share capital of the listed company.

(3) transfer price

The price of this transfer is 8.46 yuan per share, which is not less than 90% (90%) of the closing price of Zhongxin Tourism shares one trading day before the signing of the share transfer agreement.

The total share transfer price to be paid by the transferee to the transferor shall be the product of the transfer price per share and the number of the underlying shares, that is, RMB 300 million (RMB384678695.7).

During the period from the signing date of the share transfer agreement to the registration date of the underlying share transfer, if Zhongxin Travel distributes its profits in the form of cash, the share transfer price shall be adjusted accordingly according to the following formula: adjusted share transfer price = share transfer price 1 (the number of underlying shares x the amount of pre-tax dividend per share). Among them, the calculation of the amount of pre-tax dividend per share shall take into account the distribution of stock dividends (if any) by Zhongxin Travel, and shall be adjusted according to the reinstatement right to the amount of pre-tax dividend per share calculated by signing the total share capital of Nissan Travel in accordance with the share transfer agreement.

(IV) payment arrangements

According to the Agreement on share transfer, the share transfer price shall be paid in two installments:

(1) the first share transfer price shall be provided to Ali Network after the relevant transfer agreement has been signed by the parties in accordance with the law, and the statements, guarantees and commitments of the transferor are true, accurate, complete and not misleading, there is no government department to restrict or prohibit this transfer, and there is no specific demand for the transferor and / or members of Zhongxin Tourism Group. The stock exchange has issued a confirmation opinion on this transfer. There is no pledge, freeze or any other transfer of the underlying shares held by the transferor, and no significant adverse changes have taken place. The transferor has provided the transferee with a letter of consent from his or her spouse notarized by a notarized institution (as required by the stock exchange). The board of directors / shareholders' meeting of Zhongxin Tourism has considered the approval of Zhongxin Tourism to establish a joint venture with the transferee and the establishment of the joint venture has been completed. The transferor has signed a loan agreement with Zhongxin Travel to the satisfaction of the transferee or has been exempted in writing by Ali Network.

(2) the conditions for the second share transfer price to be paid by Ali Network for the first share transfer price mentioned above are still fully met, and the transferor has obtained all the personal income tax and stamp duty payment vouchers required for the completion of this transfer in accordance with Chinese law. The China Securities Registration Company has registered the transfer of the corresponding shares under the share transfer agreement in the A-share securities account of Alibaba Network and other conditions or has been exempted in writing by Alibaba Network.

(5) time of signing and entry into force of the agreement

The share transfer agreement was signed and entered into force on September 29, 2020.

(6) explanation of other matters

There is no restriction on the transfer of the subject-matter shares to be transferred by the transferor in this transfer. Except for those stipulated in the share transfer agreement, there are no special conditions attached to this transfer, there is no supplementary agreement for this transfer, and there are no other arrangements for the exercise of the voting rights of the shares between the transferor and the transferee, there are no other arrangements for the rest of the shares in which the transferor has an interest in the listed company. The transferee undertakes to the transferor that the transferee shall not transfer the underlying shares within eighteen (18) months from the date of transfer registration.

V. the impact of this transfer on listed companies

This change of rights and interests will not lead to changes in the company's controlling shareholders and actual controllers, there is no harm to the interests of the company and other shareholders, and will not affect the corporate governance structure and future sustainable operation.

VI. Commitments made by the transferor and its performance

The relevant commitments still being fulfilled by the transferor:

(1) Feng Bin's commitment to the company's initial public offering of shares by the controlling shareholder and actual controller:

The shares of the company held by me after deducting the public offering (if any) shall not be transferred or managed by others within 36 months from the date of listing of the company, nor shall the company buy back the shares held by myself; after the expiration of the aforementioned lock-up period, during the term of office, the shares transferred each year through centralized bidding, block trading, agreement transfer, etc., shall not exceed 25% of the total shares held by myself. Within six months after leaving office, the shares held in the company shall not be transferred, and the transferred shares within 12 months after leaving office shall not exceed 50% of the total number of shares held in the company. If the shares of the company I hold are reduced within two years after the expiration of the lock-up period, the reduction price shall not be lower than the issue price; if the closing price of the company's shares for 20 consecutive trading days is lower than the issue price within 6 months after listing, or if the closing price at the end of 6 months after listing is lower than the issue price, the lock-in period for my holding of the company's shares shall be automatically extended for 6 months. The above-mentioned reduction price and share locking commitment shall not be terminated because I am no longer the controlling shareholder of the company or the position is changed or resigned. The above-mentioned issue price refers to the issue price of the company's initial public offering. If, after listing, the company removes rights and interest due to the distribution of cash dividends, the delivery of shares, the transfer of additional share capital, the issuance of new shares and other reasons, shall be subject to the removal of rights and interest in accordance with the relevant provisions of the stock exchange.

(2) Feng Bin's commitment to shareholding intention and reduction intention by Feng Bin, the controlling shareholder and actual controller:

1. I intend to hold the shares of the company for a long time

2. If, after the expiration of the lock-up period, I intend to reduce my stock holdings, I will conscientiously abide by the relevant regulations of the Securities Regulatory Commission and the Exchange on shareholder reduction, and carefully formulate a stock reduction plan according to the company's needs to stabilize the stock price, carry out operation and capital operation, and gradually reduce its holdings after the expiration of the lock-in period.

3. The reduction of shares in the company shall comply with the provisions of relevant laws, regulations and rules, including but not limited to centralized bidding trading on the exchange, bulk trading, agreement transfer and so on.

4. Before I reduce my shares in the company, I shall make an announcement three trading days in advance, and promptly and accurately perform the obligation of information disclosure in accordance with the rules of the stock exchange, except when I hold less than 5% of the shares of the company.

5. If, within two years after the expiration of the lock-up period, I intend to reduce my holdings of shares, the reduction price shall not be lower than the issue price (refers to the issuing price of the initial public offering of shares by the issuer, if the rights and interests are removed or interest removed due to the distribution of cash dividends, stock deliveries, additional share capital, additional new shares and other reasons after the listing of the company, it shall be subject to the removal of rights and interest in accordance with the relevant provisions of the stock exchange). Within two years after the expiration of the lock-up period, the total number of shares in the company that I reduce each year shall not exceed 25% of the total number of shares registered in my name on the last trading day of the previous year. If the shares held by the company change due to the distribution of rights and interests, reduction of capital and shares, etc., the quota of transferable shares in the corresponding year shall be changed accordingly.

6. If I fail to fulfill the above intention to reduce my holdings, I will publicly explain the specific reasons for the failure to perform at the shareholders' meeting and the disclosure media designated by the China Securities Regulatory Commission and apologize to the company's shareholders and public investors.

7. If I fail to fulfill the above-mentioned reduction intention, the company shares held by me shall not be reduced within 6 months from the date on which I fail to perform the above-mentioned reduction intention.

Performance

As of the date of disclosure of this announcement, Feng Bin, the company's controlling shareholder and actual controller, has strictly abided by the above commitments and has not violated the above commitments. There is no violation of the above-mentioned relevant commitments in this share agreement transfer.

VII. Other information

1. This change of rights and interests belongs to the transfer of part of the shares of the controlling shareholder and the actual controller of the company, but it will not lead to the change of the controlling shareholder and the actual controller of the company.

2. The transferor's proposed transfer of shares by way of agreement does not violate the measures for the Administration of acquisition of listed companies, the guidelines for the standardized Operation of listed companies of Shenzhen Stock Exchange, and some other relevant laws, regulations, rules and normative documents such as shareholders and Supervisors of listed companies, as well as the provisions of the articles of Association, and there is no violation of the commitments that are still being fulfilled as a result of the transfer of this agreement.

3. In accordance with the requirements of relevant laws and regulations such as the Securities Law, the measures for the Administration of the acquisition of listed companies, and the Information Disclosure Standards for publicly issued Securities No. 15-report on changes in Rights and interests, the relevant information disclosure obligor has fulfilled the obligation of information disclosure with regard to the transfer of this agreement. The details of this equity change can be found in the "simplified equity change report" disclosed by the information disclosure obligor on the same day on Juchao Information Network (www.cninfo.com.cn), a website designated by the China Securities Regulatory Commission.

4. Neither the transferor nor the assignee of the transfer of this agreement belongs to the party subject to breach of trust.

5. the transfer of this agreement needs to be confirmed by applying to the Shenzhen Stock Exchange before it can go through the relevant formalities of share transfer in the Shenzhen Branch of China Securities Registration and Clearing Co., Ltd. There is still uncertainty as to whether the final implementation of this share transfer can be completed, so please pay attention to the investment risk.

VIII. Documents for reference

1. The share transfer Agreement signed by Feng Bin and Ali Network

2. The simplified report on changes in Rights and interests compiled by Feng Bin

3. The simplified report on changes in Rights and interests compiled by Ali Network.

It is hereby announced.

Board of Directors of Zhongxin Tourism Group Co., Ltd.

September 30, 2020

Stock code: 002707 stock abbreviation: Zhongxin travel announcement code: 2020-092

Bond code: 128022 bond abbreviation: Zhongxin convertible bond

Zhongxin travel group co., Ltd.

Announcement of the resolution of the 36th meeting of the fourth session of the Board of Directors

The Company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete, and that there are no false records, misleading statements or material omissions.

I. the convening of the meeting of the board of directors

In accordance with the relevant provisions of the Company Law and the articles of Association of Zhongxin Tourism Group Co., Ltd. (hereinafter referred to as the "articles of Association"), the 36th meeting of the fourth session of the board of directors of the company was held on September 29, 2020 in the second floor conference room of Zhongxin Tourism Building, 8 Chaoyang Park Road, Chaoyang District, Beijing. The meeting was convened by the chairman, Mr. Feng Bin, and all the directors agreed to waive the advance notice time of the board of directors. The meeting was held by teleconference, with 10 directors and 10 actual directors attending the meeting. The meeting was presided over by the chairman, Mr. Feng Bin, and the company's supervisors and senior managers attended the meeting as nonvoting delegates. The convening and voting of the meeting conforms to the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association of the company.

II. Deliberations at board meetings

1. Deliberated and adopted the motion on signing the strategic cooperation framework agreement and related party transactions between the company and Zhejiang Ali Travel Investment Co., Ltd.

The company agreed to sign the Strategic Cooperation Framework Agreement with Zhejiang Ali Travel Investment Co., Ltd. in line with the principles of equality and mutual benefit, complementary advantages and coordinated development, the two sides reached a strategic cooperation framework agreement through friendly consultation.

Alibaba (China) Network Technology Co., Ltd. (hereinafter referred to as "Ali Network") signed a "share transfer Agreement" with Mr. Feng Bin, the company's controlling shareholder and actual controller, on September 29th, 2010. after this change of rights and interests, Alibaba Network will directly hold 45470295 shares of listed companies with unlimited conditions of sale, accounting for about 5% of the total share capital of the listed company. According to the rules of Stock listing of Shenzhen Stock Exchange and other relevant regulations, Ali Network is a related party of the company.

Ali Travel and Ali Network are both enterprises within Alibaba Group. According to the rules of Stock listing of Shenzhen Stock Exchange and other relevant regulations, Ali Travel is a related party of the company, and the signing of the Strategic Cooperation Framework Agreement between the company and it constitutes a related party transaction. In addition, there is no other relationship between Ali Travel and the company.

This cooperation is a principled and framework cooperation, which does not involve any specific cooperation content, nor does it involve specific transaction methods, transaction types, transaction amount and other matters, nor does it constitute a major asset restructuring stipulated in the "Major Asset reorganization of listed companies".

Voting result:

9 votes in favour, 0 against and 0 abstention, accounting for 100% of the valid votes. Mr. Feng Bin, a related director, avoided voting on this motion.

For details, see "Zhongxin Travel: the announcement on the signing of the Strategic Cooperation Framework Agreement and related Party transactions between the Company and Zhejiang Ali Travel Investment Co., Ltd." published in the Securities Times and www.cninfo.com.cn on the same day as this announcement.

The independent directors have expressed their prior approval opinions and independent opinions on the above proposals, as detailed in the "pre-approval opinions of the Independent Directors on matters related to the 36th meeting of the fourth session of the Board of Directors" and "Independent opinions of the Independent Directors on matters related to the 36th meeting of the fourth session of the Board of Directors" published in www.cninfo.com.cn on the same day of this announcement.

2. Deliberated and adopted the motion on the joint venture company and related party transactions jointly established by the company and Zhejiang Ali Travel Investment Co., Ltd.

The company agrees to establish a joint venture with Zhejiang Ali Travel Investment Co., Ltd. (hereinafter referred to as "Ali Travel") in order to better implement the proposed business cooperation project in the Strategic Cooperation Agreement signed with Ali Travel, promote the company and Alibaba Group (Alibaba Group holding Co., Ltd. And its subsidiaries) Strategic cooperation between the entities incorporated into their consolidated statements in accordance with the laws of the place of listing) to enhance the visibility and competitiveness of both sides in the field of tourism products, and to expand the overall market share of their respective products and services.

Because Ali Travel and Ali Network both belong to the enterprises within Alibaba Group, according to the rules of Stock listing of Shenzhen Stock Exchange, the company and Ali Travel jointly set up a joint venture company to form a related party transaction.

Voting result:

9 votes in favour, 0 against and 0 abstention, accounting for 100% of the valid votes. Mr. Feng Bin, a related director, avoided voting on this motion.

For details, see "Zhongxin Travel: announcement on the joint venture and related party transactions between the company and Zhejiang Ali Travel Investment Co., Ltd." published in the Securities Times and www.cninfo.com.cn on the same day as this announcement.

The independent directors have expressed their prior approval opinions and independent opinions on the above proposals, as detailed in the "pre-approval opinions of the Independent Directors on matters related to the 36th meeting of the fourth session of the Board of Directors" and "Independent opinions of the Independent Directors on matters related to the 36th meeting of the fourth session of the Board of Directors" published in www.cninfo.com.cn on the same day of this announcement.

3. Deliberate and pass the motion on the company's proposal to borrow money from the controlling shareholder, the actual controller and related party transactions.

The company intends to borrow a total of no more than RMB 500 million from Mr. Feng Bin, the controlling shareholder and actual controller, for daily operation. The interest on the loan shall be calculated in accordance with the benchmark loan interest rate of the people's Bank of China for the same period, and the interest shall be calculated from the date of the loan amount to the account date, the loan period shall not exceed 24 months, and the actual loan date shall take effect from the date of examination and approval at the shareholders' meeting, and the actual loan date shall prevail, and the actual repayment date shall be postponed in turn. Within the scope of the loan amount, the relevant specific matters are authorized to be handled by the management of the company.

Mr. Feng Bin is the controlling shareholder and actual controller of the company, and serves as the chairman and general manager of the company. According to the rules of Stock listing of Shenzhen Stock Exchange and the articles of Association and other relevant provisions, this transaction constitutes a related party transaction.

Voting result:

9 votes in favour, 0 against and 0 abstention, accounting for 100% of the valid votes. Mr. Feng Bin, a related director, avoided voting on this motion.

The motion still needs to be submitted to the fifth interim general meeting of the company in 2020 for consideration and approval by an ordinary resolution, which will take effect from the date of consideration and adoption of the general meeting.

For details, see "Zhongxin Travel: announcement about the company's intention to borrow money from controlling shareholders, actual controllers and related party transactions" published in the Securities Times and www.cninfo.com.cn on the same day as this announcement.

The independent directors have expressed their prior approval opinions and independent opinions on the above proposals, as detailed in the "pre-approval opinions of the Independent Directors on matters related to the 36th meeting of the fourth session of the Board of Directors" and "Independent opinions of the Independent Directors on matters related to the 36th meeting of the fourth session of the Board of Directors" published in www.cninfo.com.cn on the same day of this announcement.

4. Deliberated and adopted the motion on the proposal to convene the fifth interim general meeting of shareholders of the company in 2020.

Resolution the company will hold the fifth interim general meeting of shareholders in 2020 at 2:00 on Friday, October 16, 2020 in the large conference room on the second floor of Zhongxin Tourism Building, No. 8 Chaoyang Park Road, Chaoyang District, Beijing (2 West Gate of Chaoyang Park).

Voting result:

There were 10 votes in favour, 0 against and 0 abstention, and the votes in favour accounted for 100% of the valid votes.

Details of the above motion can be found in "Zhongxin Travel: notice on convening the Fifth interim General meeting of shareholders in 2020" published in the Securities Times and www.cninfo.com.cn on the same day as this announcement.

III. Documents for reference

1. Resolution of the 36th meeting of the fourth session of the board of directors of the company

2. Prior approval of independent directors on matters related to the resolution of the 36th meeting of the fourth session of the board of directors of the company.

3. The independent opinions of the independent directors on matters related to the resolutions of the 36th meeting of the fourth session of the board of directors of the company.

It is hereby announced.

Board of Directors of Zhongxin Tourism Group Co., Ltd.

September 30, 2020

Stock code: 002707 stock abbreviation: Zhongxin travel announcement code: 2020-093

Bond code: 128022 bond abbreviation: Zhongxin convertible bond

Zhongxin travel group co., Ltd.

Announcement of the resolution of the 26th meeting of the fourth session of the Board of Supervisors

The Company and all members of the board of supervisors guarantee that the contents of this announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions.

I. the convening of the meeting of the board of supervisors

In accordance with the relevant provisions of the Company Law and the articles of Association of Zhongxin Tourism Group Co., Ltd. (hereinafter referred to as the "articles of Association"), the 26th meeting of the fourth session of the Supervisory Committee of the company was held on September 29, 2020 in the second floor conference room of Zhongxin Tourism Building, 8 Chaoyang Park Road, Chaoyang District, Beijing. The meeting was convened and presided over by Mr. Su Jie, the supervisor, and all the supervisors agreed to waive the advance notice time of the board of supervisors. The meeting was held by teleconference, with 3 supervisors and 3 actual supervisors. The convening and voting of the meeting conforms to the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association of the company.

II. Deliberation of the meeting of the board of supervisors

1. Deliberated and adopted the motion on signing the strategic cooperation framework agreement and related party transactions between the company and Zhejiang Ali Travel Investment Co., Ltd.

It is agreed to sign the Strategic Cooperation Framework Agreement with Zhejiang Ali Travel Investment Co., Ltd. in accordance with the principles of equality and mutual benefit, complementary advantages and coordinated development, the two sides reached a strategic cooperation framework agreement through friendly consultation.

Voting result:

3 votes in favour, 0 against and 0 abstention, accounting for 100% of the valid votes.

2. Deliberated and adopted the motion on the joint venture company and related party transactions jointly established by the company and Zhejiang Ali Travel Investment Co., Ltd.

Agreed to establish a joint venture with Zhejiang Ali Travel Investment Co., Ltd. (hereinafter referred to as "Ali Travel") in order to better implement the business cooperation projects proposed in the Strategic Cooperation Agreement signed with Ali Travel, enhance the popularity and competitiveness of both sides in the field of tourism products, and expand the overall market share of their respective products and services.

Because Ali Travel and Ali Network both belong to the enterprises within Alibaba Group, according to the rules of Stock listing of Shenzhen Stock Exchange, the company and Ali Travel jointly set up a joint venture company to form a related party transaction.

Voting result:

3 votes in favour, 0 against and 0 abstention, accounting for 100% of the valid votes.

3. Deliberate and pass the motion on the company's proposal to borrow money from the controlling shareholder, the actual controller and related party transactions.

It is agreed that the company intends to borrow a total of no more than RMB 500 million from Mr. Feng Bin, the controlling shareholder and actual controller, for daily operation, the interest on the loan shall be calculated in accordance with the benchmark loan interest rate of the people's Bank of China for the same period, and the interest shall be calculated from the date of the loan amount to the account date, the loan period shall not exceed 24 months, and the actual loan date shall take effect from the date of examination and approval at the shareholders' meeting, and the actual loan date shall prevail, and the actual repayment date shall be postponed in turn. Within the scope of the loan amount, the relevant specific matters are authorized to be handled by the management of the company.

Mr. Feng Bin is the controlling shareholder and actual controller of the company, and serves as the chairman and general manager of the company. According to the rules of Stock listing of Shenzhen Stock Exchange and the articles of Association and other relevant provisions, this transaction constitutes a related party transaction.

Voting result:

3 votes in favour, 0 against and 0 abstention, accounting for 100% of the valid votes.

The motion still needs to be submitted to the fifth interim general meeting of the company in 2020 for consideration and approval by an ordinary resolution, which will take effect from the date of consideration and adoption of the general meeting.

4. Deliberated and adopted the motion on the by-election of the chairman of the fourth board of supervisors of the company.

Agree to elect Mr. Su Jie as the chairman of the fourth board of supervisors of the company, the term of office is the same as that of the fourth board of supervisors of the company.

Voting result:

3 votes in favour, 0 against and 0 abstention, accounting for 100% of the valid votes.

III. Documents for reference

1. The resolution of the 26th meeting of the fourth board of supervisors of the company.

It is hereby announced.

Board of supervisors of Zhongxin Tourism Group Co., Ltd.

September 30, 2020

Stock code: 002707 stock abbreviation: Zhongxin travel announcement code: 2020-094

Bond code: 128022 bond abbreviation: Zhongxin convertible bond

Zhongxin Tourism Group Co., Ltd. About the company

Signed with Zhejiang Ali Travel Investment Co., Ltd.

Announcement of Strategic Cooperation Framework Agreement and related transactions

The Company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete, and that there are no false records, misleading statements or material omissions.

Special hint:

The Strategic Cooperation Framework Agreement signed this time is a framework agreement, and the company will sign relevant specific business agreements after the follow-up specific business cooperation matters are clear, and strictly in accordance with the relevant provisions, perform the corresponding decision-making procedures and information disclosure obligations. Please pay attention to the investment risk.

I. the basic situation of the signing of the agreement

In view of the fact that Mr. Feng Bin, the controlling shareholder and actual controller of Zhongxin Tourism Group Co., Ltd. (hereinafter referred to as "the company" or "Zhongxin Tourism"), signed the "share transfer Agreement" with Alibaba (China) Network Technology Co., Ltd. (hereinafter referred to as "Ali Network") on September 29th, 2020. Mr. Feng Bin transferred his 45470295 unlimited terms of sale tradable shares of Zhongxin Tourism to Ali Network. It accounts for about 5% of the total share capital of Nissan Travel signed under the share transfer agreement. After this change of rights and interests, Alibaba Network will directly hold 45470295 shares in unlimited terms of sale of listed companies, accounting for about 5% of the total share capital of listed companies. In order to further promote the strategic cooperation between the company and Alibaba Group (Alibaba Group holding Co., Ltd., its subsidiaries, and the entity that incorporated its consolidated statements in accordance with the laws of the listed place), on September 29th, the company signed the Strategic Cooperation Framework Agreement (hereinafter referred to as "Ali Travel") with Zhejiang Ali Travel Investment Co., Ltd. (hereinafter referred to as "Ali Travel"). Based on the principles of equality and mutual benefit, complementary advantages and coordinated development, the two sides reached a framework agreement on strategic cooperation through friendly consultations.

Ali Travel and Ali Network are both enterprises within Alibaba Group. According to the rules of Stock listing of Shenzhen Stock Exchange and other relevant regulations, Ali Travel is a related party of the company. In addition, there is no other relationship between Ali Travel and the company.

Ali Travel as a related party of the company, the company signed the "Strategic Cooperation Framework Agreement" to constitute a related party transaction. This cooperation is a principled and framework cooperation, which does not involve any specific cooperation content, nor does it involve specific transaction methods, transaction types, transaction amount and other matters, nor does it constitute a major asset restructuring stipulated in the "Major Asset reorganization of listed companies".

According to the relevant provisions of the rules governing the listing of shares on the Shenzhen Stock Exchange, due to the outstanding equity transfer agreement between Feng Bin, the company's controlling shareholder and actual controller, and Ali Network, the company believes that Feng Bin is an associated director, his independent business judgment may affect his voting rights, so Feng Bin avoided voting as an associated director when the board of directors deliberated this motion.

The signing of the strategic cooperation framework agreement was examined and approved at the 36th meeting of the fourth session of the Board of Directors held on September 29, 2020, and the associated directors avoided voting. The independent directors expressed their prior approval and independent opinions on this motion. The signing of this agreement does not need to be submitted to the general meeting of shareholders for consideration.

II. The basic situation of the partners

1. The signing party of this agreement is Zhejiang Ali Travel Investment Co., Ltd., the basic information of which is as follows:

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2. Description of the relationship with the company:

On September 29, 2020, Alibaba Network signed a "share transfer Agreement" with Mr. Feng Bin, the company's controlling shareholder and actual controller. after this change of rights and interests, Alibaba Network will directly hold 45470295 shares of listed companies with unlimited terms of sale, accounting for about 5% of the total share capital of the listed company. According to the rules of Stock listing of Shenzhen Stock Exchange and other relevant regulations, Ali Network is a related party of the company.

Ali Travel and Ali Network are both enterprises within Alibaba Group. According to the rules of Stock listing of Shenzhen Stock Exchange and other relevant regulations, Ali Travel is a related party of the company. In addition, there is no other relationship between Ali Travel and the company.

3. Analysis of performance ability: Ali Travel has good operation, good financial condition and good performance ability.

4. According to the inquiry, Ali Travel is not the person to be executed in breach of trust.

5. Ali Travel has no similar business with the company in the most recent fiscal year, and no transaction amount has been generated.

III. Main contents of the agreement

(1) the principle of cooperation

In line with the principles of long-term stable cooperation, common development, complementary resources, win-win cooperation, honesty and trustworthiness, equality and voluntariness, the two sides reached a strategic cooperation framework agreement through friendly consultations.

(2) content and form of cooperation

1. Cooperation content

In order to enhance the popularity and competitiveness of both sides in the field of tourism products, and expand the overall market share of their respective products and services, after friendly consultation, the two sides agreed to provide cooperation resources to support each other to carry out all-round cooperation through Ali Travel's advantages in science and technology, Internet, big data technology, brand and system management, combined with the company's experience in products, operation, procurement and distribution.

(1) Product supply

The two sides agreed to cooperate and support each other in terms of products. The company agrees to support Ali Travel in terms of products, including, but not limited to, platform distribution, purchase price, settlement, priority supply, exclusive agency, etc.

(2) Channel and brand

The two sides agreed to explore and promote the "new offline tourism retail" business model, and to explore brand association and planning at the channel end. We will try to open pilot stores in areas agreed by both parties, and determine the next development plan and brand alliance according to the principles of store implementation, shaping and giving priority to comprehensive income.

(3) big data's technology

Party An and Party B adhere to the relevant laws and regulations of the national regulatory agencies, make use of the resource advantages of both sides, combined with big data technology, to promote the steady development of the tourism industry, constantly improve the experience of tourism consumers, and continue to provide more and more valuable innovative products.

(4) payment

In order to improve the company's online payment level and the efficiency of the use of funds, Ali Travel agreed to provide program support for the company in the payment system.

(5) system

Ali Travel agreed to provide systematic solution support for the company in internal control management, sales and purchase payment, capital settlement, etc.

2. Forms of cooperation

The choice of the mode of cooperation shall be based on the actual needs and development pace of the above-mentioned cooperation content, and the cooperation agreement for specific projects shall be determined through separate consultation. Including resource diversion, joint development, commodity supply, equity in-depth cooperation and other cooperation models, in order to achieve mutually beneficial and win-win development goals.

(3) other instructions

1. Both parties are independent signatories to this Agreement, and each party shall bear its own risks and responsibilities under this Agreement. This agreement is a framework document for strategic cooperation between the two sides. The parties shall take all necessary actions to implement the business cooperation arrangements under this Agreement as soon as possible and sign or procure their respective related parties to sign one or more specific business agreements in order to implement such business cooperation arrangements.

2. Neither party hereto grants the other party the use of any trademark, trade name, name or any intellectual property of this party. Neither party shall use any trademark, trade name, name or any intellectual property of the other party in any way or for any purpose without the prior written permission of the other party.

3. This agreement is valid for a long time, and the parties may sign a supplementary agreement on matters not covered. The supplementary agreement has the same legal effect as this agreement.

(4) conditions for entry into force

This agreement shall enter into force on the date when both parties affix their official seals.

IV. Purpose and impact of cooperation

In line with the principles of long-term stable cooperation, common development, complementary resources and win-win cooperation, the two sides have reached a strategic cooperation framework agreement through friendly consultation, which aims to make use of their respective resources and conditions at home and abroad. based on the full cooperation of the two sides' multi-channel business models, through resource sharing, complementary advantages and business innovation, mutual benefit and common development, promote the business development of the two sides.

V. Review procedures that have been performed in the signing of the framework agreement

1. The signing of the framework agreement has been examined and approved at the 36th meeting of the fourth session of the board of directors of the company, and the associated directors have avoided voting. The board of directors of the company authorizes the management to implement and sign the relevant documents on the detailed implementation of the strategic cooperation agreement and the arrangement of specific business cooperation.

2. The independent directors express the following views on the signing of the framework agreement by the company:

In accordance with the relevant provisions of the guidance of the China Securities Regulatory Commission on the Establishment of an Independent Director system in listed companies, the Stock listing rules of the Shenzhen Stock Exchange and the articles of Association of the Company, as independent directors of the company, give an independent judgment on the signing of the framework agreement and express the following opinions:

(1) prior approval

We have a full understanding of the strategic cooperation framework agreement to be signed between the company and Ali Travel, and verify the relevant information involved in this matter. We believe that the transaction meets the needs of the company's development and is in the interests of the company and all its shareholders. We agree to submit the "proposal on signing the Strategic Cooperation Framework Agreement and related transactions between the Company and Zhejiang Ali Travel Investment Co., Ltd." to the 36th meeting of the fourth session of the board of directors for consideration.

(2) Independent opinion

The signing of the framework agreement has been examined and approved at the 36th meeting of the fourth session of the board of directors of the company, and the voting procedure is legal and effective, in line with the rules for the listing of stocks on the Shenzhen Stock Exchange, the guidelines for the standardized Operation of listed companies on the Shenzhen Stock Exchange and the articles of Association and other relevant provisions. To sum up, we agree with the above.

Through the strategic cooperation framework agreement signed with Ali Travel, we can provide cooperation resources to support each other to carry out comprehensive cooperation and support the company's long-term, healthy and stable development.

In summary, the signing of this framework agreement was examined and approved at the 36th meeting of the fourth session of the Board of Directors held on September 29, 2020, and the associated directors avoided voting. The independent directors of the company expressed their prior approval and independent opinions on this transaction. The signing of this agreement does not need to be submitted to the general meeting of shareholders for consideration.

VI. Risk hints

This framework agreement is the framework and intentional agreement of the willingness and basic principles of cooperation between the two parties. Under the framework agreement of this framework agreement, the cooperation mode and content of specific projects still need to be further agreed upon. The company will sign a specific business agreement after the subsequent specific business cooperation matters are clear, and strictly in accordance with the relevant provisions. Perform the corresponding decision-making procedures and information disclosure obligations. Please pay attention to the investment risk.

7. Documents for reference:

1. Resolution of the 36th meeting of the fourth session of the board of directors of the company

2. Prior approval of independent directors on matters related to the resolution of the 36th meeting of the fourth session of the board of directors of the company.

3. Independent opinions of independent directors on matters related to the resolutions of the 36th meeting of the fourth session of the board of directors of the company.

4. The Strategic Cooperation Framework Agreement signed between the company and Ali Travel.

It is hereby announced.

Board of Directors of Zhongxin Tourism Group Co., Ltd.

September 30, 2020

Stock code: 002707 stock abbreviation: Zhongxin travel announcement code: 2020-095

Bond code: 128022 bond abbreviation: Zhongxin convertible bond

Zhongxin travel group co., Ltd.

About the company and Zhejiang Ali Travel Investment Co., Ltd.

Announcement of joint venture company and related party transaction

The Company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete, and that there are no false records, misleading statements or material omissions.

I. Overview of the joint venture company

1. Basic situation

Zhongxin Travel Group Co., Ltd. (hereinafter referred to as "Company" or "Zhongxin Travel") plans to jointly invest with Zhejiang Ali Travel Investment Co., Ltd. (hereinafter referred to as "Ali Travel") to establish a limited liability company (hereinafter referred to as "Joint Venture"). The registered capital of the joint venture company is 150 million yuan, and the company and Ali travel contribute RMB 67.5 million yuan and 82.5 million yuan respectively. They account for 45% and 55% of the total registered capital respectively.

2. Deliberation

On September 29, 2020, the 36th meeting of the fourth session of the board of directors of the company examined and approved the "proposal on the joint venture company and related party transaction between the company and Zhejiang Ali Travel Investment Co., Ltd." the independent directors expressed their prior approval and independent opinions on this related transaction.

3. Correlation

On September 29th, Alibaba (China) Network Technology Co., Ltd. (hereinafter referred to as "Ali Network") signed a "share transfer Agreement" with Feng Bin, the company's controlling shareholder and actual controller. Feng Bin's 45470295 shares in Zhongxin Tourism were transferred by way of agreement transfer, accounting for about 5% of the company's total shares. After this change of rights and interests, Alibaba Network will hold 45470295 shares of the listed company, accounting for 5% of the total shares of the listed company, and become a related party of the company.

Because Ali Travel and Ali Network both belong to the enterprises within Alibaba Group, according to the rules of Stock listing of Shenzhen Stock Exchange, the company and Ali Travel jointly set up a joint venture company to form a related party transaction.

This related party transaction does not constitute a major asset reorganization as stipulated in the measures for the Administration of Major Asset reorganization of listed companies.

Second, the basic situation of the counterparty of the transaction

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III. The main contents of the joint venture agreement and the basic information of the joint venture company

Zhongxin Travel and Ali Travel have signed a "Joint Venture Agreement" on jointly investing in the establishment of a joint venture company, the main contents of which are as follows:

1. Registered capital

The registered capital of the joint venture company is 150 million yuan, of which Zhongxin Tourism subscribes RMB 67.5 million, corresponding to holding 45% of the total registered capital of the joint venture company; Ali Travel subscribes RMB 82.5 million yuan, corresponding to holding 55% of the total registered capital of the joint venture company.

2. Main business

The joint venture company is mainly engaged in tourism product distribution solution system capability output and tourism product distribution platform business.

3. Organizational structure

The shareholders' meeting is composed of all shareholders and is the highest authority of the joint venture company. The board of directors is the decision-making body of the joint venture company and is responsible to the shareholders' meeting according to law.

4. Operating period

The initial term of operation is ten years, counting from the date of establishment of the joint venture company.

5. Conditions for entry into force

It shall enter into force on the date when it is duly signed by all parties.

IV. Pricing basis and fairness of related party transactions

The establishment of the joint venture company is the result of consultation between the two sides of the transaction, and the parties shall determine the proportion of the equity of the parties in the joint venture company according to the amount of capital contribution, in accordance with market rules and in accordance with the provisions of relevant laws and regulations, there is no situation that is unfair or harms the interests of the company.

V. the impact of the establishment of a joint venture company on the company

Zhongxin Travel and Ali Travel jointly invest in the establishment of a joint venture company, which will facilitate the better implementation of the business cooperation projects proposed in the Strategic Cooperation Framework Agreement signed with it. Promote strategic cooperation between the company and Alibaba Group (Alibaba Group holding Co., Ltd., its subsidiaries, and the entity that incorporated its consolidated statements in accordance with the laws of the place of listing). Enhance the popularity and competitiveness of both sides in the field of tourism products, and expand the overall market share of their respective products and services.

VI. Possible risks in setting up a joint venture company

After the establishment of the joint venture company, there may be market risks, operational risks, management risks and so on.

VII. Cumulative amount of related transactions that have occurred with the above-mentioned related parties within 12 consecutive months

As of the date of disclosure of this announcement, there have been no related transactions between the company and Ali Network and Ali Travel for 12 consecutive months.

8. The opinions of independent directors are approved in advance and their independent opinions.

(1) the prior approval of the independent director on the relevant matters

According to the guidance of the China Securities Regulatory Commission on the Establishment of an Independent Director system in listed companies, the rules governing the listing of stocks on the Shenzhen Stock Exchange, the guidelines on the standardized Operation of listed companies on the Shenzhen Stock Exchange (revised in 2020) and the articles of Association of Zhongxin Travel Group Co., Ltd. (hereinafter referred to as the "articles of Association"), as the independent director of Zhongxin Travel, after reviewing the relevant documents Based on the independent judgment position, we have verified the establishment of a joint venture and related party transaction between the company and Zhejiang Ali Travel Investment Co., Ltd., and issued the following prior approval opinions:

1. Zhongxin Tourism Group Co., Ltd. (hereinafter referred to as "Company" or "Zhongxin Tourism") plans to establish a joint venture with Zhejiang Ali Travel Investment Co., Ltd. (hereinafter referred to as "Ali Travel"). This transaction plan and the relevant transaction agreement signed comply with the requirements of relevant national laws, regulations and normative documents.

2. Alibaba Travel, the counterparty of this transaction, and Alibaba (China) Network Technology Co., Ltd., the legal shareholder of the company, who holds more than 5% of the shares, belongs to the enterprise within Alibaba Group. In accordance with the provisions of the rules for the listing of shares on the Shenzhen Stock Exchange, the company and Ali Travel jointly established a joint venture company to constitute a related party transaction.

3. The pricing of this transaction (and related transactions) is fair and reasonable, which is in line with the interests of the company and all shareholders, and there is no harm to the interests of minority shareholders. When the board of directors votes on relevant matters, the associated directors shall avoid voting.

4. All the independent directors of the company agree to submit this transaction and related matters to the board of directors for consideration.

(2) Independent opinions expressed by independent directors on relevant matters

According to the China Securities Regulatory Commission's guidance on the Establishment of an Independent Director system in listed companies, the rules on Stock listing on Shenzhen Stock Exchange, the guidelines on the standardized Operation of listed companies in Shenzhen Stock Exchange (revised in 2020) and the articles of Association, as an independent director of Zhongxin Travel, after reviewing the relevant documents, I judged my position independently. We have checked the relevant proposals considered at the 36th meeting of the fourth session of the Board of Directors of the company, and expressed our independent opinions as follows:

1. We have learned in advance about the company's transaction. The joint venture between the company and Zhejiang Ali Travel Investment Co., Ltd. (hereinafter referred to as "Ali Travel") is to steadily promote the development strategy of tourism plus. It is in the company's long-term interests.

2. The pricing of this related party transaction is fair and reasonable, which is in line with the interests of the company and all shareholders, and there is no harm to the interests of minority shareholders.

3. The procedures for convening, convening, deliberating and voting this meeting are in line with the relevant laws, regulations and the articles of Association of the company, and the resolutions formed at the meeting are legal and valid.

To sum up, we agree to the matters related to the joint venture and related transactions between the company and Ali Travel.

IX. Documents for reference

1. Resolution of the 36th meeting of the fourth session of the board of directors of the company

2. Prior approval of independent directors on matters related to the resolution of the 36th meeting of the fourth session of the board of directors of the company.

3. The independent opinions of the independent directors on matters related to the resolutions of the 36th meeting of the fourth session of the board of directors of the company.

It is hereby announced.

Board of Directors of Zhongxin Tourism Group Co., Ltd.

September 30, 2020

Stock code: 002707 stock abbreviation: Zhongxin travel announcement code: 2020-096

Bond code: 128022 bond abbreviation: Zhongxin convertible bond

Zhongxin Tourism Group Co., Ltd.

The company intends to borrow money from the controlling shareholder and the actual controller.

And the announcement of related party transactions

The Company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete, and that there are no false records, misleading statements or material omissions.

Special hint:

1. This related party transaction means that the company is expected to borrow funds from the controlling shareholder and the actual controller for daily operation, which is designed to provide liquidity support for the company if necessary, without significant risk.

2. The loan amount of this related party transaction shall not exceed 500 million yuan (RMB, the same below).

3. In the past 12 months, there have been no related transactions between the company and the related party, and no such related transactions have occurred with different related parties.

4. This related party transaction does not constitute a major asset restructuring.

I. Overview of related transactions

Zhongxin Tourism Group Co., Ltd. (hereinafter referred to as "the company") held the 36th meeting of the fourth session of the board of directors on September 29, 2020. The motion on the company's proposal to borrow money from the controlling shareholder and actual controller and related party transactions was examined and passed, and it was agreed that the company intended to borrow a total of not more than 500 million yuan from Mr. Feng Bin, the controlling shareholder and actual controller, for daily operation. The interest on the loan shall be in accordance with the benchmark loan interest rate of the people's Bank of China for the same period, and the interest shall be calculated from the date on which the amount of the loan reaches the account, and the term of the loan shall not exceed 24 months, and shall take effect from the date of examination and approval at the shareholders' meeting. Within the scope of the loan amount, the relevant specific matters are authorized to be handled by the management of the company.

Mr. Feng Bin is the controlling shareholder and actual controller of the company, and serves as the chairman and general manager of the company. According to the rules of Stock listing of Shenzhen Stock Exchange and the articles of Association and other relevant provisions, this transaction constitutes a related party transaction.

At the 36th meeting of the fourth session of the board of directors of the company, Mr. Feng Bin, a related director, evaded the vote when deliberating the motion on the company's proposal to borrow money from the controlling shareholder, actual controller and related party transaction. The independent directors expressed their prior approval opinions on the motion and their independent opinions on this related party transaction. The motion must be submitted to the general meeting of the company for consideration and approval, and Feng Bin, the affiliated shareholder, will avoid voting at the general meeting of shareholders. In order to improve the efficiency of the company's decision-making, the company's board of directors requests the shareholders' general meeting to authorize the management of the company to handle the specific matters related to the loan within the loan amount.

In the past 12 months, there have been no related transactions between the company and the related party, and no such related transactions have occurred with different related parties.

This related party transaction does not constitute a major asset reorganization as stipulated in the measures for the Administration of Major Asset reorganization of listed companies and does not need to be approved by the relevant departments.

II. Introduction of related parties

Feng Bin: a natural person of Chinese nationality, chairman and general manager of the company. As of the date of announcement, Mr. Feng Bin holds 266009800 shares of the company, accounting for 29.25% of the total share capital of the company, and is the controlling shareholder and actual controller of the company.

On September 29th, Alibaba (China) Network Technology Co., Ltd. (hereinafter referred to as "Ali Network") signed a "share transfer Agreement" with Feng Bin, the company's controlling shareholder and actual controller. Feng Bin transferred the 45470295 shares held by Feng Bin through the agreement, accounting for about 5% of the total shares of the company. After this change of rights and interests, Feng Bin will hold 220539505 shares of the company, accounting for about 24.25% of the total share capital of the company, and will still be the controlling shareholder and actual controller of the company.

III. The main contents of related party transactions

Due to the impact of the epidemic, the company is currently in a critical period of transformation and development. in order to promote the further development of the company, it is proposed to introduce the investor Ali network, which has a synergistic effect with the company's business and plans to carry out strategic cooperation with the company. On September 29th, 2020, Mr. Feng Bin, the controlling shareholder and the actual controller, signed the "share transfer Agreement" with Alibaba Network. Mr. Feng Bin transferred his 45470295 shares of Zhongxin Tourism with unlimited sale conditions to Ali Network at the price of 8.46 yuan per share. It accounts for about 5% of the total share capital of Zhongxin Tourism signed by the share transfer agreement, and the total share transfer price is RMB 384678695.7 (hereinafter referred to as "transfer price"). Mr. Feng Bin, the controlling shareholder and actual controller of the company, intends to provide all the share transfer price (deducting all taxes and fees payable and borne by him in respect of the above-mentioned equity transfer) to the company by way of loan. For details, see "Zhongxin Travel: an indicative announcement on the transfer of some shares and changes in rights and interests of the controlling shareholder and actual controller to Alibaba (China) Network Technology Co., Ltd." disclosed on Juchao Information Network (www.cninfo.com.cn) on the same day.

The main contents of related party transactions are as follows:

1. The amount of the loan: the total amount shall not exceed 500 million yuan.

2. Loan interest rate: according to the loan benchmark interest rate of the people's Bank of China for the same period, if the company repays the loan ahead of time, the interest shall be calculated according to the actual expenditure amount and the number of days from the date of the loan.

3. Loan repayment: principal is repaid when due, and interest is paid every 6 months.

4. the purpose of the loan: for daily operation, and shall not be used for equity investment or venture capital (except for the capital contribution related to the establishment of a joint venture company for the purpose of strategic cooperation).

5. The number of loans: during the period authorized by the shareholders' general meeting, it shall be decided according to the operating needs of the company.

6. the term of the loan shall not exceed 24 months, and the loan can be repaid in advance after consultation between the two parties. Effective from the date of examination and approval of the shareholders' meeting, the actual borrowing date shall prevail on the specific payment date, and the actual repayment date shall be postponed in turn.

IV. pricing policy and pricing basis of related transactions

This related party transaction follows the principles of fair, open, fair and reasonable pricing, and the borrowing interest rate is calculated according to the benchmark lending rate of the people's Bank of China for the same period.

V. the purpose of related party transactions and its impact on listed companies

1. The related party transaction is the controlling shareholder of the company and the actual controller to support the daily operation and development of the company, to better expand the company's main business market, and to maintain a relatively sufficient supply of funds for the company, so as to ensure the capital demand for the development of the company. in line with the interests of the company and all shareholders, it plays a positive role in the development of the company.

2. This related party transaction follows the principles of fairness, openness, fairness and reasonableness. The borrowing interest rate is calculated according to the people's Bank of China loan benchmark interest rate for the same period, and the transaction pricing of loan interest is fair.

The transaction is mainly based on the company's established development strategy, promoting the company's existing business upgrading and continuously deepening the company's transformation and development, through this loan can solve the company's liquidity needs, optimize the company's loan structure, and reduce the company's comprehensive financing cost. it plays a positive role in the development of the company and meets the needs of the company's long-term development.

VI. Cumulative amount of related transactions that have occurred with the above-mentioned related parties within 12 consecutive months

As of the date of disclosure of this announcement, within 12 consecutive months, there have been no related party transactions between the company and the related party, and no such related party transactions have occurred with different related parties.

VII. Opinions of independent directors

According to the guidance of the China Securities Regulatory Commission on the Establishment of Independent Director system in listed companies, the rules on Stock listing on Shenzhen Stock Exchange, the guidelines on the standardized Operation of listed companies in Shenzhen Stock Exchange (revised in 2020) and the articles of Association of Zhongxin Travel Group Co., Ltd. (hereinafter referred to as the "articles of Association"), as the independent director of the company, after reviewing the relevant documents Make an independent judgment on the loan provided by the controlling shareholder and the actual controller to the company, and express the following opinions:

1. Prior approval

We have fully understood the matter that the company intends to borrow money from the controlling shareholder and the actual controller, and checked the relevant materials involved in this matter. we believe that the transaction is in line with the actual situation of the company and can help solve the liquidity needs of the company. speed up the pace of enterprise development, fair pricing, in line with the interests of the company and all shareholders. We agree to submit the proposal on borrowing from controlling shareholders and actual controllers and related party transactions to the 36th meeting of the fourth session of the board of directors of the company for consideration.

2. Independent opinions

The transaction can effectively improve the company's cash flow, help to enhance the company's production, operation and business development capacity, optimize the company's borrowing structure, and reduce the comprehensive cost of financing, there is no harm to the interests of listed companies and all shareholders. We agree to the borrowing of the company from the controlling shareholder and the actual controller, and agree to submit the matter to the general meeting of the shareholders of the company for consideration.

VIII. Apply to the shareholders' general meeting for authorization

The board of directors requests the shareholders' general meeting to authorize the operating management to sign contracts related to the above-mentioned loans to the controlling shareholders and actual controllers on behalf of the company within the scope of the actual operating conditions of the company, at the same time, the company's financial accounting center shall be responsible for the specific implementation.

Authorization period: 24 months from the date of examination and approval of the general meeting of shareholders of the company.

IX. Documents for reference

1. Resolution of the 36th meeting of the fourth session of the board of directors of the company

2. The prior approval of the independent director on the matters related to the resolution of the 36th meeting of the fourth session of the board of directors of the company.

3. The independent opinions of the independent directors on matters related to the resolutions of the 36th meeting of the fourth session of the board of directors of the company.

It is hereby announced.

Board of Directors of Zhongxin Tourism Group Co., Ltd.

September 30, 2020

Stock code: 002707 stock abbreviation: Zhongxin travel announcement code: 2020-097

Bond code: 128022 bond abbreviation: Zhongxin convertible bond

Zhongxin travel group co., Ltd.

Announcement on the by-election of the chairman of the fourth board of supervisors of the company

The Company and all members of the board of directors and the board of supervisors guarantee that the contents of this announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions.

In view of the resignation of Ms. Li Haitao as supervisor of the company and chairman of the board of supervisors, Zhongxin Travel Group Co., Ltd. (hereinafter referred to as "the Company") held the 26th meeting of the fourth session of the Supervisory Committee on September 29, 2020. The motion on the by-election of the chairman of the fourth supervisory committee of the company was examined and passed, and Mr. Su Jie was elected as the chairman of the fourth supervisory committee of the company for the same term as the fourth supervisory committee.

Members of the board of supervisors after the by-election

The board of supervisors of the company is composed of three supervisors. after the completion of this by-election, the members of the fourth board of supervisors of the company are as follows:

Chairman of the board of supervisors: Su Jie

Non-employee representative supervisor: du Qingwei

Employee representative supervisor: Wang Weiwei

The number of supervisors of the fourth board of supervisors who have served as directors or senior managers of the company in the last two years does not exceed 1/2 of the total number of supervisors of the company; the number of supervisors nominated by a single shareholder does not exceed 1/2 of the total number of supervisors of the company; the proportion of employee representative supervisors is not less than 1/3.

It is hereby announced.

Board of supervisors of Zhongxin Tourism Group Co., Ltd.

September 30, 2020

Stock code: 002707 stock abbreviation: Zhongxin travel announcement code: 2020-098

Bond code: 128022 bond abbreviation: Zhongxin convertible bond

Zhongxin Tourism Group Co., Ltd.

Notice of the Fifth interim General meeting of shareholders in 2020

The Company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete, and that there are no false records, misleading statements or material omissions.

Tips for important content:

Date of shareholders' meeting: Friday, October 16, 2020, 2: 00 p.m. (01:30 to 2: 00 p.m., registration time for on-site audit)

Equity Registration date: Friday, October 9, 2020

This shareholders' meeting provides online voting.

The votes of medium and small investors will be counted separately at this shareholders' meeting.

The company does not have the right to vote on the shares held in the special securities account for repurchase.

The 36th meeting of the fourth board of directors of Zhongxin Tourism Group Co., Ltd. (hereinafter referred to as "the company") resolved to convene the fifth interim general meeting of shareholders of the company in 2020. The relevant information of the meeting is hereby announced as follows:

I. the basic situation of this meeting

1. The session of the general meeting of shareholders: the fifth interim general meeting of shareholders in 2020

2. The convener of the meeting: the board of directors of the company

3. The convening of this shareholders' meeting conforms to the provisions of the Company Law, the rules of shareholders' meeting of listed companies and other relevant laws and regulations, departmental rules, normative documents and the articles of Association of the company.

4. The date and time of the meeting:

(1) on-site meeting time: Friday, October 16, 2020, 2: 00 p.m. (01:30-2: 00 p.m. is the time for on-site audit registration)

(2) Network voting time:

The company also provides Shenzhen Stock Exchange trading system and Internet voting system for shareholders to vote online.

■

5. the way of holding the meeting: the combination of on-the-spot voting and online voting.

Shareholders can only choose one way to vote in the on-site voting, the Shenzhen Stock Exchange trading system voting or the Shenzhen Stock Exchange shareholders' meeting network voting platform. If there is a repeated vote, the result of the first vote shall prevail.

6. the venue of the on-site meeting is: the large conference room on the second floor of Zhongxin Tourism Building, No. 8 Chaoyang Park Road, Chaoyang District, Beijing (2 West Gate of Chaoyang Park).

7. Equity Registration date: Friday, October 9, 2020

8. Attendees

(1) all the shareholders of the company registered in the Shenzhen Branch of China Securities Registration and Clearing Co., Ltd. at the close of the afternoon of the equity registration day of this meeting shall have the right to attend this meeting, and may entrust an agent in writing to attend the meeting and participate in voting, the entrusted agent does not have to be a shareholder of the company (see Annex I for the format of the power of attorney).

(2) Directors, supervisors and senior managers of the Company.

(3) the witness lawyer employed by the company is a lawyer of Beijing Jindu Law firm.

II. Explanation of the matters to be considered at this meeting, the types of motions and the mode of voting

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The voting method is stated as follows:

1. Resolution 1.00 of this shareholders' meeting is an ordinary resolution and can only be passed with the approval of more than 1x2 of the valid voting shares held by the shareholders (including shareholders' agents) attending the shareholders' meeting.

2. All the motions of this shareholders' meeting shall count the votes of the medium and small investors separately, and disclose the result of the vote count in the resolution of the shareholders' meeting (medium and small investors refer to the shareholders other than the directors, supervisors, senior managers, and shareholders who alone or collectively hold more than 5% of the shares of the listed company).

3. The company shall not have the right to vote on the shares held in the repurchase special securities account.

4. The above motion has been examined and adopted at the 36th meeting of the fourth board of directors of the company, and the details can be found in the relevant announcement published on Juchao Information Network (www.cninfo.com.cn) on the same day as this announcement.

III. Registration matters of this meeting

1. In order to ensure that the shareholders' meeting is held on time, the shareholders attending the on-site meeting of the shareholders' meeting shall register in advance for attending the shareholders' meeting by means of direct service, e-mail or letter:

(1) time of direct delivery for registration: before 5: 00 p.m. on Thursday, October 15, 2020

Direct service registration address: Department of Securities, Zhongxin Tourism Building, No. 8 Chaoyang Park Road, Chaoyang District, Beijing (2 West Gate of Chaoyang Park) (postcode: 100125)

(2) registration by e-mail or letter should be delivered to the company before 5: 00 p.m. on Thursday, October 15, 2020.

Email: stock@utourworld.com

Letter: if registered by letter, please send the letter to the registered address of direct service, and please indicate the words "the Fifth interim General meeting of shareholders in 2020".

2. Meeting registration provides information:

(I) shareholder Registration form (see annex II).

(2) Registration of natural person shareholders: natural person shareholders who meet the conditions for attendance shall go through the registration formalities with 1) their own valid identity documents and 2) shareholders' account cards; if the natural person shareholders entrust others to attend, the agent shall also apply for registration with 3) valid identity documents of the agent and 4) written power of attorney.

(3) Registration of corporate shareholders: if the legal representative attends the meeting, the legal representative shall hold 1) the shareholder's account card, 2) the copy of the business license affixed with the shareholder's official seal and 3) the valid identity document of the person; if the agent is entrusted to attend the meeting, the agent must also carry out the registration with 4) the agent's valid identity certificate and 5) the written power of attorney.

3. All the above-mentioned meeting registration materials shall be provided with a photocopy / scan copy, and a copy / scan copy of the personal material shall be signed by the individual; the copy / scan copy of the legal person shareholder registration material shall be affixed with the official seal.

4. When attending the meeting, shareholders / agents are requested to produce the original registration certificate.

IV. Other matters

1. Contact person and contact information of the meeting:

Contact address: Department of Securities, Zhongxin Tourism Building, No. 8 Chaoyang Park Road, Chaoyang District, Beijing (Postal Code: 100125)

Contact: Guo Ra

Contact: (010) 6448 9903

Email: stock@utourworld.com

2. Meeting expenses: the shareholders attending the meeting shall take care of their own expenses such as food, accommodation, transportation and so on.

Fifth, the specific operation process of participating in online voting

At this shareholders' meeting, shareholders can vote through the Shenzhen Stock Exchange trading system and the Shenzhen Stock Exchange shareholders' meeting network voting platform (address is http://wltp.cninfo.com.cn). The specific operation process of participating in the network voting is shown in Annex III.

VI. Documents for reference

1. Resolution of the 36th meeting of the fourth board of directors of Zhongxin Tourism Group Co., Ltd.

It is hereby announced.

Annex I: power of attorney for the fifth interim general meeting of shareholders of Zhongxin Tourism Group Co., Ltd in 2020

Annex II: shareholder Registration form of the Fifth interim General meeting of shareholders of Zhongxin Tourism Group Co., Ltd in 2020

Annex 3: operation flow of online voting for the fifth interim general meeting of shareholders of Zhongxin Tourism Group Co., Ltd in 2020

Board of Directors of Zhongxin Tourism Group Co., Ltd.

September 30, 2020

Annex I:

Zhongxin travel group co., Ltd.

Power of attorney for the fifth interim general meeting of shareholders in 2020

Zhongxin Travel Group Co., Ltd.:

I hereby entrust Mr. / Ms. (document number:), on behalf of my unit (myself), to attend the fifth interim general meeting of shareholders of Zhongxin Travel Group Co., Ltd (the "Company") held on Friday, October 16, 2020 ("this meeting").

The term of validity of this power of attorney is from the date of signing of the power of attorney to the end of this meeting.

I. entrusting authority

The trustee's authority to vote at the meeting is as follows:

-Trustee vote independently

-the principal instructs to vote (if this option is selected, the principal shall give clear instructions on the voting decision of each bill)

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II. Principal and trustee information

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Newspaper clippings and photocopies of this power of attorney are valid.

Annex II:

Zhongxin travel group co., Ltd.

Shareholder registration form of the fifth interim general meeting of shareholders in 2020

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Annex III:

Zhongxin travel group co., Ltd.

Network voting operation process of the fifth interim shareholders' meeting in 2020

This shareholders' meeting provides online voting, and shareholders can vote through the Shenzhen Stock Exchange trading system and the Internet. According to the detailed rules for the implementation of online Voting of shareholders' meetings of listed companies in Shenzhen Stock Exchange (Shenzhen Stock Exchange)[2016]No. 251), the voting procedure is as follows:

I. Voting procedure of the Shenzhen Stock Exchange Trading system

(a) Voting time: trading hours on Friday, October 16, 2020, that is, 9:15-9am, 1:00-9pm, 30-11:30 and 1:00-9pm, respectively.

(2) Voting code: 362707

(3) Voting abbreviation: public trust voting

(4) specific procedures:

1. Log in to the trading client of the securities company.

2. Choose the network vote of the shareholders' meeting of the company and fill in the voting opinions:

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3. Voting notes:

(1) the vote on the same voting matter shall be subject to the first valid declaration, and the order cannot be withdrawn.

(2) the declaration that does not comply with the above provisions shall be invalid, and the trading system of Shenzhen Stock Exchange shall automatically withdraw the order.

II. Voting procedure of online voting platform for shareholders' meeting of Shenzhen Stock Exchange

1. The specific time for shareholders to conduct online voting through the platform of the online voting system for the shareholders' meeting of the Shenzhen Stock Exchange (hereinafter referred to as "the Internet Voting system") is any time between 9:15 and 3:00 on October 16, 2020.

2. Shareholders who vote online through the platform of the online voting system for the shareholders' meeting of the Shenzhen Stock Exchange shall go through identity authentication in accordance with the provisions of the Business guidelines on identity Authentication of investors' Network Services of the Shenzhen Stock Exchange (revised in April 2016). Obtain "Shenzhen Stock Exchange Digital Certificate" or "Shenzhen Stock Exchange Investor Service password". The specific identity authentication process can be checked in the rules and guidelines section of the Internet Voting system (http://wltp.cninfo.com.cn).

3. According to the service password or digital certificate obtained, shareholders can log on to the Internet Voting system (http://wltp.cninfo.com.cn) to vote within a specified period of time.