TravelSky Technology Limited — Proxy Solicitation & Information Statement 2005

Jul 6, 2005

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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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON TUESDAY, 23 AUGUST, 2005

No. of shares to which this Proxy relates[2] Type of shares (domestic shares or H shares) to which this Proxy relates[2]

I/We[3]

of

being shareholder(s) of TRAVELSKY TECHNOLOGY LIMITED (the "Company") hereby appoint[4] 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 conference room 1907, Floor 19, South Wing, Park C, Raycom InfoTech Park, No.2 Ke Xue Yuan South Road, Haidian District, Beijing, the People's Republic of China on Tuesday, 23 August, 2005 at 4:00 p.m. 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	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For5		Against5
1. To consider and approve the resignation of Mr. Zhang Xueren from his position as non-executive director of the Company with effect from the close of the EGM; and to consider and approve the election and appointment of Mr. Gong Guokui as non-executive director of the Company with a term commencing from the close of the EGM to the expiry of the second Board, and the authorisation to the Board to determine his remuneration and execute necessary documents including the service contract with him.
2. To consider and approve the resignation of Mr. Lee Kwok Ming, Don from his position as independent non-executive director of the Company and the termination of his position as a member of the Audit Committee and the Remuneration Committee upon the expiry of his directorship, with effect from the close of the EGM; and to consider and approve the election and appointment of Mr. Yick Wing Fat, Simon as independent non-executive director of the Company with a term commencing from the close of the EGM to the expiry of the second Board, and the authorisation to the Board to determine his remuneration and execute necessary documents including the service contract with him.
SPECIAL RESOLUTION
3. To consider and approve that due to the transfer of equity interests of 23,224,500 shares and 17,504,500 shares in the Company from China Eastern Airlines Northwestern Co. and China Eastern Airlines Yunnan Co. (both being the Company’s shareholders) to their holding company China Eastern Air Holding Company at nil consideration, the promoting shareholder list in Article 1 and the number of shares held by shareholders in Article 21 of the Articles of Association of the Company be amended. The amended Articles of Association shall come into effect upon registration and record at the State Administration for Industry and Commerce.
Dated this	day of	2005 Signature(s)6:

Notes:

1. Important: You should first review the notice of the EGM of the Company dated 7 July, 2005 before appointing a proxy.

2. 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.

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 authorized person 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, 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.

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

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 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.

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, Floor 18-20, South Wing, Park C, Raycom InfoTech Park, 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.