TravelSky Technology Limited — Proxy Solicitation & Information Statement 2001

Apr 17, 2001

中國民航信息網絡股份有限公司

TravelSky Technology Limited

(a joint stock limited company incorporated in the

People's Republic of China with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of TravelSky Technology Limited (the "Company") will be held at 10:00 a.m. on Monday, May 28, 2001 at the Conference Room, First Floor, Capital Airport Garden Hotel, Beijing, the People's Republic of China to consider the following businesses:

1. to consider and approve the report of the Directors for the year 2000;

2. to consider and approve the report of the Supervisory Committee for the year 2000;

3. to consider and approve the audited financial statements of the Company for the year 2000;

4. to consider and approve the appointment of Arthur Andersen & Co., Certified Public Accountants and Arthur Andersen * Hua Qiang Certified Public Accountants as the international and domestic auditors of the Company, respectively, for the year 2001 and to authorise the Directors to fix the remuneration thereof; and

5. to consider and approve other matters, if any.

By Order of the Board

Ding Weiping

Li Man Kit

Joint Company Secretaries

April 11, 2001

Notes:

1. The Register of Members of the Company will be closed from Saturday, April 28, 2001 to Monday, May 28, 2001 (both days inclusive), during which time no share transfers will be effected. Holders of the Company's H Shares and Domestic Shares whose names appear on the Register of Members of the Company at the close of business on Friday, April 27, 2001 are entitled to attend the annual general meeting. H Share transfers must be lodged with the share registrar of the Company's H Shares at or before 4:00p.m. on Friday, April 27, 2001 to entitle the transferee to attend the annual general meeting.

The address of the share registrar of the Company's H Shares is:

Hong Kong Registrars Limited

2nd Floor, Vicwood Plaza

199 Des Voeux Road Central

Hong Kong

1. Each Shareholder entitled to attend and vote at the annual general meeting may appoint one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the annual general meeting. A proxy need not be a Shareholder.

2. Shareholders or their proxies should produce proof of identity and other documents as required under the Articles of Association of the Company when attending the annual general meeting. A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll.

3. The instrument appointing a proxy must be in writing under the hand of the appointer or his 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 director or other attorney duly authorised to sign the same. If that instrument 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. To be valid, for holders of Domestic Shares, the notarially certified power of attorney, or other document of authorisation, and the form of proxy must be delivered to the registered address of the Company not less than 24 hours before the time appointed for the holding of the annual general meeting. In order to be valid, for holders of H Shares, the above documents must be delivered to Hong Kong Registrars Limited within the same period.

4. Shareholders who intend to attend the annual general meeting in person or by proxy should return the reply slip for attending the annual general meeting to the registered address of the Company on or before May 8, 2001 personally or by mail or fax.

5. The annual general meeting is expected to last for half a day. Shareholders (or their proxies) attending the annual general meeting are responsible for their own transportation and accommodation expenses.

6. The registered address of the Company is as follows:

TravelSky Technology Limited

No. 128, Zhichun Road

Haidian District

Beijing 100086, PRC

Contact person: Ding Weiping

Tel: 86 10 - 84019073 / 6254 8382

Fax: 86 10 - 84019340 / 6254 8402