TravelSky Technology Limited — Proxy Solicitation & Information Statement 2007

Mar 7, 2007

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(Stock Code: 0696)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 25 APRIL 2007

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

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

I/We [(Note 3)]

of

being shareholder(s) of TRAVELSKY TECHNOLOGY LIMITED

(the “Company”) hereby appoint [(Note 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 (“EGM”) of the Company to be held at 10:00 a.m. on Wednesday, 25 April 2007 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 and at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the EGM of the Company dated 7 March 2007, and, if no such indication is given, as my/our proxy thinks fit.

		urnment tereo as ereuner ncate n respect o te resoutons set out n te notce o te o te ompany ate ar o such indication is given, as my/our proxy thinks fit.	urnment tereo as ereuner ncate n respect o te resoutons set out n te notce o te o te ompany ate ar o such indication is given, as my/our proxy thinks fit.	urnment tereo as ereuner ncate n respect o te resoutons set out n te notce o te o te ompany ate ar o such indication is given, as my/our proxy thinks fit.	urnment tereo as ereuner ncate n respect o te resoutons set out n te notce o te o te ompany ate ar o such indication is given, as my/our proxy thinks fit.
		ORDINARY RESOLUTIONS	For(Note 5)	Against(Note 5)
1.	To consider and approve the transactions contemplated under the agreement dated 30 July 2004 and made between the Company and SITA (as defined in the circular (“Circular”) of the Company dated 7 March 2007 relating to the provision of the SITA Data Network Services (as defined in the Circular) by SITA to the Company and the payment of SITA Membership Fees (as defined in the Circular) by the Company to SITA, and the related annual caps for the three years ending 31 December 2009 as shown in the Circular.	ider and approve the transactions contemplated under the agreement dated 30 July 2004 and tween the Company and SITA (as defined in the circular (“Circular”) of the Company dated 2007 relating to the provision of the SITA Data Network Services (as defined in the Circular) to the Company and the payment of SITA Membership Fees (as defined in the Circular)
		ompany to SITA, and the related annual caps for the three years ending 31 December 2009
2.	To consider and approve the agreement dated 30 December 2006 and made between, among others, the Company and the Services Companies (as defined in the Circular) in relation to, among other matters, the provision of services relating to the Company’s mainframe resources and connection with the Company’s network of data transmission equipment, terminals and printers etc. as more particularly set out in the Circular and all the transactions contemplated thereby, and the related annual caps for the three years ending 31 December 2009 as shown in the Circular.
3.	To consider and approve the supplemental agreement dated 30 December 2006 to the agreement dated 18 October 2000 (including the supplemental agreements dated 31 December 2001, 18 April 2002 and 15 December 2004) and made between China TravelSky Holding Company (“CTHC”) and the Company in relation to the leasing of the Dongxingli Property (as defined in the Circular) to the Company by CTHC and all the transactions contemplated thereby; the supplemental agreement dated 30 December 2006 to the agreement dated 18 October 2000 (including the supplemental agreements dated 31 December 2001 and 15 December 2004) and made between CTHC and the Company in relation to the leasing of the Dongsi Property (as defined in the Circular) to the Company by CTHC and all the transactions contemplated thereby; and the related annual caps for the three years ending 31 December 2009 as shown in the Circular.
		8 October 2000 (including the supplemental agreements dated 31 December 2001, 18 April d 15 December 2004) and made between China TravelSky Holding Company (“CTHC”) and pany in relation to the leasing of the Dongxingli Property (as defined in the Circular) to pany by CTHC and all the transactions contemplated thereby; the supplemental agreement 0 December 2006 to the agreement dated 18 October 2000 (including the supplemental ents dated 31 December 2001 and 15 December 2004) and made between CTHC and the y in relation to the leasing of the Dongsi Property (as defined in the Circular) to the Company C and all the transactions contemplated thereby; and the related annual caps for the three ding 31 December 2009 as shown in the Circular.
4.	To consider and approve the agreement dated 1 December 2006 and made between the Company and中國國際航空股份有限公司(Air China Limited) (“Air China”) in relation to the provision of the Technology Services (as defined in the Circular) to Air China by the Group (as defined in the Circular) and all the transactions contemplated thereby; the agreement dated 23 January 2007 and made between the Company and深圳航空有限責任公司(Shenzhen Airlines Company Limited) (“Shenzhen Airlines”) relating to the provision of the Technology Services to Shenzhen Airlines by the Group and all the transactions contemplated thereby; and the related annual caps for the two	ider and approve the agreement dated 1 December 2006 and made between the Company
	years ending 31 December 2008 or, if appropriate, the three years ending 31 December 2009 as shown in the Circular.

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	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	For(Note 5)	For(Note 5)	Against(Note 5)
5.	To consider and approve the amendment to existing article 1 of the articles of association (“Articles of Association”) of the Company.
6.	To consider and approve the amendment to existing article 14 of the Articles of Association.
7.	To consider and approve the amendments to existing articles 47, 56, 60, 72, 78, 81, 95, 99, 102, 117, 118, 121, 122, 151, 152, 155 and 160 of the Articles of Association.
Dated this		day of	2007 Signature(s)(Note 6):

Notes:

1. Important: You should first review the notice (“Notice”) of the EGM of the Company dated 7 March 2007 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 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, 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 EGM 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 EGM, 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 EGM, 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 EGM or adjournment thereof. In order to be valid, for holders of H shares, the above documents must be delivered to Hong Kong Registrars Limited, Rooms 1712-1716, 17/F Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong within the same period.

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