TravelSky Technology Limited — Proxy Solicitation & Information Statement 2009

Jan 11, 2009

==> picture [416 x 62] intentionally omitted <==

(Stock Code: 0696)

REVISED FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

TO BE HELD ON TUESDAY, 3 MARCH 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 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 (which was convened to be held on 24 February 2009 by the Company’s notice of the extraordinary general meeting dated 8 January 2009) postponed to be held at 10:00 a.m. on Tuesday, 3 March 2009 at Conference Room, 2/F, Wangfujing Grand Hotel, 57 Wangfujing Avenue, Beijing, the People’s Republic of China or any adjournment thereof as hereunder indicated in respect of the resolutions set out in the revised notice of the EGM of the Company dated 12 January 2009 (“ EGM Notice ”), and, if no such indication is given, as my/our proxy thinks fit.

	SPECIAL RESOLUTIONS	For(Note 5)	Against(Note 5)
1.	To consider and approve the amendments to the articles of association of the Company as set out in the Company’s circular dated 8 January 2009.
2.	To consider and approve the grant of a general mandate to the directors of the Company (“Directors”) to repurchase H shares of the Company as set out in the Circular.
	ORDINARY RESOLUTIONS
3.	To consider and approve, conditional upon resolution numbered 1 as set out in the EGM Notice being passed, the resignation of Mr Gong Guokui from the office of a non-executive Director due to arrangement of his other work (which is not relating to the Company and its subsidiaries) with effect from the conclusion of the EGM; and to consider and approve the appointment of Mr Cao Guangfu as a non-executive Director with a term commencing on the conclusion of the EGM to the expiry of the third Board and to authorise the Board on behalf of the Company to execute necessary documents including service contract with him and determine his remuneration.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For(No	te 5)	Against(Note 5)
4.	To consider and approve, in separate resolution and conditional upon resolution numbered 1 as set out in the EGM Notice being passed, (a) the resignation of Mr Zhu Xiaoxing from the office of an executive Director, and (b) the resignation of each of the following Directors from the office of a non-executive Director, all with effect from the conclusion of the EGM: (i) Mr Rong Gang; (ii) Mr Sun Yongtao; (iii) Mr Liu Dejun; (iv) Mr Xia Yi; and (v) Mr Song Jian.
5.	To consider and approve, in separate resolution and conditional upon resolution numbered 1 as set out in the EGM Notice being passed, the resignation of each of Mr Jing Gongbin and Mr Zhang Yakun from the office of a shareholder representative supervisor (“Supervisor”) of the Company and the resignation of each of Ms Wang Xiaomin and Mr Zhang Xin from the office of a staff representative Supervisor, with effect from the conclusion of the EGM.
Dated this		day of	2009 Signature(s)(Note 6):

Notes:

1. Important: You should first review the EGM Notice before appointing a proxy.

2. Please insert the number of shares registered in your name(s) to which the revised form of proxy relates. If no number is inserted, this revised 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 revised form of 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 REVISED 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 EGM Notice.

6. This revised 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 revised 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 revised 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. For avoidance of doubt, the form of proxy for the EGM which has been despatched to you by the Company together with the Company’s circular dated 8 January 2009 on 8 January 2009 and which has been properly executed and returned to the Company remains valid for the EGM, unless (1) you elect to complete and return this revised form of proxy, or (2) you elect to attend in person and vote at the EGM, or (3) you elect to revoke the form of proxy that you have already completed and returned to the Company.