TravelSky Technology Limited — Proxy Solicitation & Information Statement 2009

Nov 12, 2009

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(Stock Code: 0696)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 30 DECEMBER 2009

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

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 extraordinary general meeting (“ EGM ”) of the Company to be held at 11 a.m. on Wednesday, 30 December 2009 at Conference Room of the Company, 8/F, No. 157, Dongsi West Street, Dongcheng District, Beijing, the People’s Republic of China or any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the EGM of the Company dated 13 November 2009, and, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	For(Note 5)	Against(Note 5)
1.	To consider and approve the grant of a general mandate with a three-year term ending 31 December 2012 to the directors of the Company (“Directors”) to carry out the Air China Transactions (as defined in the circular (“Circular”) of the Company dated 13 November 2009), and all the transactions contemplated thereunder; and the Annual Caps (as defined in the Circular) for the transactions contemplated under the Air China Transactions for each of the three years ending 31 December 2012 as shown in the Circular.
2.	To consider and approve the grant of a general mandate with a three-year term ending 31 December 2012 to the Directors to carry out the Southern Airlines Transactions (as defined in the Circular), and all the transactions contemplated thereunder; and the Annual Caps for the transactions contemplated under the Southern Airlines Transactions for each of the three years ending 31 December 2012 as shown in the Circular.
3.	To consider and approve the grant of a general mandate with a three-year term ending 31 December 2012 to the Directors to carry out the Lucky Airlines Transactions (as defined in the Circular), and all the transactions contemplated thereunder; and the Annual Caps for the transactions contemplated under the Lucky Airlines Transactions for each of the three years ending 31 December 2012 as shown in the Circular.
4.	To consider and approve the grant of a general mandate with a three-year term ending 31 December 2012 to the Directors to carry out the Shandong Airlines Transactions (as defined in the Circular), and all the transactions contemplated thereunder; and the Annual Caps for the transactions contemplated under the Shandong Airlines Transactions for each of the three years ending 31 December 2012 as shown in the Circular.
5.	To consider and approve the grant of a general mandate with a three-year term ending 31 December 2012 to the Directors to carry out the Eastern Airlines Transactions (as defined in the Circular), and all the transactions contemplated thereunder; and the Annual Caps for the transactions contemplated under the Eastern Airlines Transactions for each of the three years ending 31 December 2012 as shown in the Circular.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For(No	te 5)	Against(Note 5)
6.	To consider and approve the grant of a general mandate with a three-year term ending 31 December 2012 to the Directors to carry out the Macau Airlines Transactions (as defined in the Circular), and all the transactions contemplated thereunder; and the Annual Caps for the transactions contemplated under the Macau Airlines Transactions for each of the three years ending 31 December 2012 as shown in the Circular.
7.	To consider and approve the grant of a general mandate with a three-year term ending 31 December 2012 to the Directors to carry out the Xiamen Airlines Transactions (as defined in the Circular), and all the transactions contemplated thereunder; and the Annual Caps for the transactions contemplated under the Xiamen Airlines Transactions for each of the three years ending 31 December 2012 as shown in the Circular.
8.	To consider and approve the grant of a general mandate with a three-year term ending 31 December 2012 to the Directors to carry out the Hainan Airlines Transactions (as defined in the Circular), and all the transactions contemplated thereunder; and the Annual Caps for the transactions contemplated under the Hainan Airlines Transactions for each of the three years ending 31 December 2012 as shown in the Circular.
9.	To consider and approve the New Network Services Agreement dated 4 November 2009 and made between the Company and the Services Companies (as defined in the Circular) in relation to the provision of network services as more particularly set out in the Circular and all the transactions contemplated thereunder; and the Annual Caps (as defined in the Circular) for the transactions contemplated under the New Network Services Agreement between the Company and the Connected Service Companies for each of the three years ending 31 December 2012 as shown in the Circular.
10.	To consider and approve the renewal of the Sichuan Airline Services Agreement (as defined in the Circular) for a further term of one year from 1 January 2010 to 31 December 2010 in relation to the provision of the technology services as more particularly set out in the Circular and all the transactions contemplated thereunder; and the Annual Cap (as defined in the Circular) for the transactions contemplated under the Sichuan Airline Services Agreement for the year ending 31 December 2010 as shown in the Circular.
Dated this		day of	2009 Signature(s)(Note 6):

Notes:

1. Important: You should first review the notice of EGM of the Company dated 13 November 2009 (“Notice”) 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 THE RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE 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 100190, the People’s Republic of China not less than 24 hours before the time appointed for the EGM or any adjournment thereof. In order 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.