TravelSky Technology Limited — AGM Information 2013

Apr 19, 2013

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(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 0696)

FORM OF PROXY FOR ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 18 JUNE 2013

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No. of shares to which this form of proxy relates [(Note][[2)]]

Type of shares (domestic shares or H shares) to which this form of proxy relates [(Note][2)]

I/We [(Note][3)] of

of being shareholder(s) of TRAVELSKY TECHNOLOGY LIMITED (the “ Company ”) hereby appoint (Note 4) the Chairman of the Meeting

or of

or identification document issuing authority and number as my/our proxy to attend, act and vote for me/us and on my/our behalf at the annual general meeting (“ AGM ”) of the Company to be held at 9:30 a.m. on Tuesday, 18 June 2013 at Conference Room, Prime Hotel, 2 Wangfujing Ave., Dongcheng District, Beijing, the People’s Republic of China (“ PRC ”) or any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the AGM of the Company dated 22 April 2013, and, if no such indication is given, as my/our proxy thinks fit.

	1.	To consider and approve the resolution in relation to the report of the Board of the Company for the year ended 31 December 2012.
	2.	To consider and approve the resolution in relation to the report of the Supervisory Committee of the Company for the year ended 31 December 2012.
	3.	To consider and approve the resolution in relation to the audited financial statements of the Group (i.e. the Company and its subsidiaries) for the year ended 31 December 2012.
	4.	To consider and approve the resolution in relation to the allocation of profit and distribution of final dividend for the year ended 31 December 2012.
	5.	To consider and approve the resolution in relation to the re-appointment of auditors for the year ended 31 December 2013 and the authorization to the Board to fix the remuneration thereof.
	6.	To consider and approve the election of the Directors of the fifth session of the Board of the Company:
		6.1 To consider and approve the resolution in relation to the re-appointment of Mr. Xu Qiang as the executive Director of the fifth session of the Board of the Company for a term of office of three years commencing from the conclusion of the AGM, and the authorization to Board to determine his remuneration;
		6.2 To consider and approve the resolution in relation to the re-appointment of Mr. Cui Zhixiong as the executive Director of the fifth session of the Board of the Company for a term of office of three years commencing from the conclusion of the AGM, and the authorization to Board to determine his remuneration;
		6.3 To consider and approve the resolution in relation to the re-appointment of Mr. Xiao Yinhong as the executive Director of the fifth session of the Board of the Company for a term of office of three years commencing from the conclusion of the AGM, and the authorization to Board to determine his remuneration;
		6.4 To consider and approve the resolution in relation to the re-appointment of Mr. Wang Quanhua as the non-executive Director of the fifth session of the Board of the Company for a term of office of three years commencing from the conclusion of the AGM, and the authorization to Board to determine his remuneration;
		6.5 To consider and approve the resolution in relation to the re-appointment of Mr. Sun Yude as the non-executive Director of the fifth session of the Board of the Company for a term of office of three years commencing from the conclusion of the AGM, and the authorization to Board to determine his remuneration;
		6.6 To consider and approve the resolution in relation to the appointment of Mr. Cai, Kevin Yang as the non-executive Director of the fifth session of the Board of the Company for a term of office of three years commencing from the conclusion of the AGM, and the authorization to Board to determine his remuneration;

		6.8 To consider and approve the resolution in relation to the re-appointment of Mr. Pan Chongyi as the independent non-executive Director of the fifth session of the Board of the Company for a term of office of two years commencing from the conclusion of the AGM, and the authorization to Board to determine his remuneration;	6.8 To consider and approve the resolution in relation to the re-appointment of Mr. Pan Chongyi as the independent non-executive Director of the fifth session of the Board of the Company for a term of office of two years commencing from the conclusion of the AGM, and the authorization to Board to determine his remuneration;	6.8 To consider and approve the resolution in relation to the re-appointment of Mr. Pan Chongyi as the independent non-executive Director of the fifth session of the Board of the Company for a term of office of two years commencing from the conclusion of the AGM, and the authorization to Board to determine his remuneration;	6.8 To consider and approve the resolution in relation to the re-appointment of Mr. Pan Chongyi as the independent non-executive Director of the fifth session of the Board of the Company for a term of office of two years commencing from the conclusion of the AGM, and the authorization to Board to determine his remuneration;
		6.9 To consider and approve the resolution in relation to the appointment of Mr. Zhang Hainan as the independent non-executive Director of the fifth session of the Board of the Company for a term of office of two years commencing from the conclusion of the AGM, and the authorization to Board to determine his remuneration.
	7.	To consider and approve the election of certain Supervisors of the fifth session of the Supervisory Committee of the Company:
		7.1 To consider and approve the resolution in relation to the re-appointment of Ms. Zeng Yiwei as the shareholder representative Supervisor of the fifth session of the Supervisory Committee of the Company for a term of office of three years commencing from the conclusion of the AGM, and the authorization to Board to determine her remuneration;
		7.2 To consider and approve the resolution in relation to the appointment of Mr. He Haiyan as the shareholder representative Supervisor of the fifth session of the Supervisory Committee of the Company for a term of office of three years commencing from the conclusion of the AGM, and the authorization to Board to determine his remuneration;
		7.3 To consider and approve the resolution in relation to the re-appointment of Mr. Rao Geping as the independent Supervisor of the fifth session of the Supervisory Committee of the Company for a term of office of three years commencing from the conclusion of the AGM, and the authorization to Board to determine his remuneration.
		SPECIAL RESOLUTIONS			For (Note 5) Against (Note 5)
	8.	To consider and approve the resolution in relation to the authorization of a general mandate to the Board of the Company to issue new H Shares and Domestic Shares of the Company as set out in the Circular.
	9.	To consider and approve the resolution in relation to the authorization of a general mandate to the Board of the Company to repurchase H Shares of the Company as set out in the Circular.
	Dated this		day of	2013 Signature(s) (Note 6):

Notes:

1. Important: You should first review the notice of the AGM of the Company dated 22 April 2013 (“Notice”) before appointing a proxy.

2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s). Please also insert the type of shares (domestic shares or H shares) to which this form of proxy relates.

3. Please insert the full name(s) (in Chinese or in English, as shown in the register of members) and registered address(es) in block letters. If the shareholder is a legal person, please fill in the whole name of the legal person and its registered address.

4. If any proxy other than the Chairman of the Meeting is preferred, please delete the words “the Chairman of the Meeting or” and insert the name and address or identification document issuing authority and number of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Your proxy will also be entitled to vote at his discretion on any resolutions properly put to the AGM other than those referred to in the Notice.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must either be executed under its seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If this form of proxy is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other document of authorisation, must be notarially certified.

7. Where there are joint registered holders of any share, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the AGM, personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

8. To be valid, for holders of domestic shares, this form of proxy, together with the notarially certified power of attorney or other document of authorisation, must be delivered to the registered address of the Company at TravelSky Technology Limited, 7 Yu Min Da Street, Houshayu Town, Shunyi District, Beijing 101308, the PRC not less than 24 hours before the time appointed for the AGM or any adjournment thereof. To be valid, for holders of H shares, the above documents must be delivered to Hong Kong Registrars Limited, Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong within the same period.