TravelSky Technology Limited — Proxy Solicitation & Information Statement 2004

Sep 3, 2004

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

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON TUESDAY, OCTOBER 12, 2004

No. of shares to which this Proxy relates[1] Type of shares (domestic shares or H shares) to which this Proxy relates[1]

I/We[2]

of

being shareholder(s) of TRAVELSKY TECHNOLOGY LIMITED (the “Company”) hereby appoint[3] the Chairman of the Meeting or

of

as my/our proxy to attend, act and vote

for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at the Conference Room, 2nd Floor, Prime Hotel, 2 Wangfujing Da Jie, Dong Cheng District, Beijing, the People’s Republic of China on Tuesday, October 12, 2004 at 10:00 am and at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the Notice of Extraordinary General Meeting, and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS	For4	Against4
To approve the retirement of Mr. Ma Tiesheng from his position as director of the Company and his replacement by Mr. Zhu Xiaoxing as director of the Company, and to authorise any director of the Company or the Company Secretary to sign the “Service Contract for Director” and “Director’s Undertakings” with Mr. Zhu Xiaoxing on behalf of the Company, and to authorise the board of directors of the Company to fix his remuneration.

Dated this day of 2004

Signature(s)[5] :

Notes:

1. Please insert the number of shares registered in your name(s) to which the 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 the proxy relates.

2. 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.

3. If any proxy other than the Chairman of the Meeting is preferred, delete the words "the Chairman of the Meeting or" and insert the name and address 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.

4. 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 Meeting other than those referred to in the Notice convening the Meeting.

5. 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.

6. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, 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 Meeting, 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.

7. 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, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing 100080, the People's Republic of China not less than 24 hours before the time appointed for the Meeting. In order to be valid, for holders of H shares, the above documents must be delivered to Hong Kong Registrars Limited, Room 1712-1716, 17/F Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong within the same period.