TravelSky Technology Limited — Proxy Solicitation & Information Statement 2009

Jan 11, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, stock broker, solicitor, professional accountant or other appropriate independent advisers.

If you have sold or transferred all your shares in TravelSky Technology Limited , you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(Stock Code: 0696)

CONTINUING CONNECTED TRANSACTIONS; REVISED NOTICES OF EGM AND CLASS MEETINGS AND NOTICE OF EGM 2

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 1 to 11 of this circular. A letter from the Independent Board Committee is set out on page 12 of this circular. A letter from China Merchants containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 13 to 25 of this circular.

Revised notices of the EGM and the Class Meetings postponed to be held on 3 March 2009 at Conference Room, 2/F, Wangfujing Grand Hotel, 57 Wangfujing Avenue, Beijing, the People’s Republic of China are set out on pages 29 to 38 of this circular. Whether or not you intend to be present at the said meeting(s), you are requested to complete the accompanying revised forms of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Hong Kong Registrars Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H shares) or the registered office of the Company at Floor 18-20, South Wing, Park C, Raycom InfoTech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the People’s Republic of China (in case of holders of domestic shares), no later than 24 hours before the time fixed for holding the relevant meeting or any adjournment thereof. Completion and delivery of the revised form of proxy will not prevent you from attending, and voting at, the relevant meeting or any adjournment thereof if you so wish.

A notice convening the EGM 2 to be held at Conference Room, 2/F, Wangfujing Grand Hotel, 57 Wangfujing Avenue, Beijing, the People’s Republic of China at 9:30 a.m. on 3 March 2009 is set out on pages 39 to 41 of this circular. Whether or not you intend to be present at the EGM 2, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed on it to the branch share registrar of the Company in Hong Kong, Hong Kong Registrars Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H shares) or the registered office of the Company at Floor 18-20, South Wing, Park C, Raycom InfoTech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the People’s Republic of China (in case of holders of domestic shares), no later than 24 hours before the time fixed for holding the EGM 2 or any adjournment thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the EGM 2 or any adjournment thereof if you so wish.

12 January 2009

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . .	12
LETTER FROM CHINA MERCHANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
APPENDIX — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
REVISED NOTICE OF EGM
REVISED NOTICE OF CLASS MEETING
FOR HOLDERS OF H SHARES
REVISED NOTICE OF CLASS MEETING
FOR HOLDERS OF DOMESTIC SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
NOTICE OF EGM 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39

— i —

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

• “2006 Circular”

the Company’s circular dated 7 April 2006 in relation to, among other things, the Shanghai Airline Services Agreement

• “2007 Dec Circular”

the Company’s circular dated 10 December 2007 in relation to, among other things, the Existing Sichuan Airline Services Agreement

• “2007 March Circular”

the Company’s circular dated 7 March 2007 in relation to the Existing Air China Airline Services Agreement

• “2008 Circular”

• the Company’s circular dated 8 January 2009 in relation to, among other things, the appointment and resignation of the Directors, the resignation of the supervisors of the Company, the amendments to the articles of association of the Company and the grant of the Repurchase Mandate (as defined therein)

• “Air China”

• Air China Limited（中國國際航空股份有限公司）, a subsidiary of CNA Holding and a company listed on the Main Board of the Stock Exchange

“Annual Caps” the expected maximum amount of fees payable by (1) Sichuan Airlines under the Renewed Sichuan Airline Services Agreement and (2) Air China under the Renewed Air China Airline Services Agreement for the year ending 31 December 2009, and the expected maximum amount of fees payable by Shanghai Airlines under the Shanghai Airline Services Agreement for the ten months ending 31 October 2009

• “associate(s)”

• have the same meaning ascribed to it under Chapters 1 and 19A of the Listing Rules

• “Board” the board of the Directors

• “CAAC” 中國民用航空局 (Civil Aviation Administration of China), the administrative authority in the civil aviation industry in the PRC

• “China Merchants”

China Merchants Securities (HK) Co., Ltd., the independent financial adviser to the Independent Board Committee and the Independent Shareholders and a corporation licensed to carry on Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO

— ii —

DEFINITIONS

• “Class Meetings”

• “CNA Holding”

• “Company”

• “Connected Airline Services Agreement”

• “Connected Airlines”

• “Continuing Connected Transactions”

• “Directors”

• “EGM”

• “EGM 2”

• “Existing Air China Airline Services Agreement”

the class meeting for holders of H Shares to be held immediately after the conclusion of the EGM and the class meeting for holders of Domestic Shares to be held immediately after the conclusion of the said class meeting for holders of H Shares, the respective revised notices of which are set out on pages 29 to 38 of this circular

China National Aviation Holding Company（中國航空集團公司）, a promoter and a substantial shareholder of the Company

TravelSky Technology Limited, a company incorporated under the laws of the PRC whose Shares are listed on the Stock Exchange and whose American depositary shares are traded on the over-the-counter market in the United States

the Renewed Air China Airline Services Agreement, the Renewed Sichuan Airline Services Agreement and the Shanghai Airline Services Agreement

Air China, Sichuan Airlines and Shanghai Airlines

• the transactions contemplated under the Renewed Air China Airline Services Agreement, the Shanghai Airline Services Agreement and the Renewed Sichuan Airline Services Agreement

the directors of the Company

• the extraordinary general meeting of the Company (which was convened to be held at 10:00 a.m. on 24 February 2009 as set out in the Company’s notice of extraordinary general meeting dated 8 January 2009 and is postponed to be held at 10:00 a.m. on 3 March 2009) for the purpose of, among other things, approving the appointment and resignation of the Directors, the resignation of the supervisors of the Company, the amendments to the articles of association of the Company and the grant of the Repurchase Mandate (as defined in the 2008 Circular), the revised notice of which is set out on pages 29 to 38 of this circular

• the extraordinary general meeting of the Company convened to be held at 9:30 a.m. on 3 March 2009 for the purpose of approving the Continuing Connected Transactions and the Annual Caps by the Independent Shareholders, the notice of which is set out on pages 39 to 41 of this circular

• the agreement dated 1 December 2006 and entered into between the Company and Air China in relation to the Technology Services, particulars of which are set out in the 2007 Dec Circular

— iii —

DEFINITIONS

• “Existing Sichuan Airline Services Agreement”

the agreement dated 14 November 2007 and entered into between the Company and Sichuan Airlines in relation to the Technology Services, particulars of which are set out in the 2007 Dec Circular

• “Group”

the Company and its subsidiaries

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

• “Independent Board Committee”

• the independent board committee of the Company established by the Company which comprises Yick Wing Fat, Simon, Yuan Yaohui and Chua Keng Kim to advise the Independent Shareholders in respect of the Continuing Connected Transactions and the Annual Caps

• “Independent Shareholders”

the Shareholders, other than Shanghai Airlines, Sichuan Airlines, Air China and their respective associates

• “Latest Practicable Date”

• 9 January 2009, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• “Percentage Ratios”

the percentage ratios, other than the profits ratio and equity capital ratio, under Rule 14.07 of the Listing Rules as calculated on an annual basis

• “PRC”

the People’s Republic of China

• “Renewed Air China Airline Services Agreement”

the agreement dated 30 December 2008 and entered into between Air China and the Company in relation to the Technology Services

• “Renewed Sichuan Airline Services Agreement”

the agreement dated 30 December 2008 and entered into between the Company and Sichuan Airlines in relation to the Technology Services

• “RMB” Renminbi, the lawful currency of the PRC

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Shanghai Airline the agreement dated 5 November 2004 and entered into between the Services Agreement” Company and Shanghai Airlines in relation to the Technology Services, particulars of which are set out in the 2006 Circular

• “Shanghai Airlines” Shanghai Airlines Company Limited（上海航空股份有限公司）, a promoter of the Company

— iv —

DEFINITIONS

“Sichuan Airlines” Sichuan Airlines Company Limited（四川航空股份有限公司）, a subsidiary of Sichuan Air Group Company（四川航空集團公司）which is a promoter of the Company “Share(s)” H share(s) of RMB1.00 each in the capital of the Company “Shareholder(s)” shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Technology Services” various aviation information technology services and ancillary support to be provided by the Group to the Connected Airlines as set out in the paragraph headed “Continuing Connected Transactions” in the Letter from the Board in this circular “%” per cent.

For the purpose of this circular, unless otherwise indicated, the exchange rate at HK$1 = RMB0.88 has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amount have been, could have been or may be exchanged.

— v —

LETTER FROM THE BOARD

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(Stock Code: 0696)

Directors: Xu Qiang (Chairman) Cui Zhixiong Xiao Yinhong Zhu Xiaoxing Wang Quanhua[#] Luo Chaogeng[#] Gong Guokui[#] Rong Gang[#] Sun Yongtao[#] Liu Dejun[#] Xia Yi[#] Song Jian[#] Yick Wing Fat, Simon[##] Yuan Yaohui[##] Chua Keng Kim[##]

Registered office:

Floor 18-20, South Wing, Park C Raycom InfoTech Park No. 2 Ke Xue Yuan South Road Haidian District, Beijing 100190 The PRC

# Non-executive Directors

• ## Independent Non-executive Directors

12 January 2009

To the Shareholders

Dear Sir/Madam

CONTINUING CONNECTED TRANSACTIONS; REVISED NOTICES OF EGM AND CLASS MEETINGS AND NOTICE OF EGM 2

1. BACKGROUND

As set out in the Company’s announcements dated 31 December 2008 and 5 January 2009, the Company has entered into the Connected Airline Services Agreements and the Directors propose to seek the Independent Shareholders’ approval for the Continuing Connected Transactions and the Annual Caps at the EGM 2.

— 1 —

LETTER FROM THE BOARD

The purposes of this circular are to provide you with, among other things, (i) further details of the Continuing Connected Transactions; (ii) a letter of advice from China Merchants to the Independent Board Committee and the Independent Shareholders on the Continuing Connected Transactions and the Annual Caps; (iii) the recommendation of the Independent Board Committee regarding the Continuing Connected Transactions and the Annual Caps to the Independent Shareholders; and (iv) a notice of the EGM 2 to consider, if thought fit, and approve the resolutions in respect of the Continuing Connected Transactions and the Annual Caps.

2. CONTINUING CONNECTED TRANSACTIONS

Background

As set out in the 2006 Circular, the Company entered into the Shanghai Airline Services Agreement with Shanghai Airlines pursuant to which the Group shall provide the Technology Services to Shanghai Airlines from 1 November 2004 to 31 October 2009. The Company has sought independent shareholders’ approval of the Shanghai Airline Services Agreement and the maximum amount of fees payable by Shanghai Airlines to the Company under the Shanghai Airline Services Agreement for the three years ending 31 December 2008 at the Company’s extraordinary general meeting held on 25 May 2006. The Company proposes to seek the independent shareholders’ approval for the maximum amount of fees payable by Shanghai Airlines to the Company under the Shanghai Airline Services Agreement for the ten months ending 31 October 2009 at the EGM 2.

As set out in the 2007 Dec Circular, the Company entered into the Existing Sichuan Airline Services Agreement pursuant to which the Group shall provide the Technology Services to Sichuan Airlines from 1 January 2008 to 31 December 2008. The Existing Sichuan Airline Services Agreement expired on 31 December 2008. The Company and Sichuan Airlines agreed to renew the Existing Sichuan Airline Services Agreement for one year. The Company has entered into the Renewed Sichuan Airline Services Agreement.

As set out in the 2007 March Circular, the Company entered into the Existing Air China Airline Services Agreement with Air China pursuant to which the Group shall provide the Technology Services to Air China from 1 January 2006 to 31 December 2008. The Existing Air China Airline Services Agreement expired on 31 December 2008. The Company and Air China entered into the Renewed Air China Airline Services Agreement.

— 2 —

LETTER FROM THE BOARD

Particulars of the Connected Airline Services Agreements are set out below:

The Renewed Sichuan Airline Services Agreement

Date : 30 December 2008 Parties : The Company (as provider of the Technology Services); and Sichuan Airlines (as recipient of the Technology Services). Term : 1 January 2009 to 31 December 2009

The Shanghai Airline Services Agreement

Date : 5 November 2004 Parties : The Company (as provider of the Technology Services); and Shanghai Airlines (as recipient of the Technology Services). Term : 1 November 2004 to 31 October 2009 Number of years : Five (Note 1) of renewal

The Renewed Air China Airline Services Agreement

Date : 30 December 2008 (Note 2) Parties : The Company (as provider of the Technology Services); and Air China (as recipient of the Technology Services). Term : 1 January 2009 to 31 December 2009

Notes:

1. As set out in the 2006 Circular, the independent financial advisers in respect of, among others, the Shanghai Airline Services Agreement, considered that the term of the Shanghai Airline Services Agreement which is more than three years would be beneficial to Group and it is a normal business practice for contracts of such type to be of such duration for the reasons set out in their letter of advice set out on pages 15 to 26 of the 2006 Circular.

2. Though this agreement was signed by the parties on 30 December 2008, this agreement was approved, confirmed and ratified by the Directors on 5 January 2009.

— 3 —

LETTER FROM THE BOARD

Services to be provided under the Connected Airline Services Agreements

Services : The services to be provided by the Group to the Connected Airlines under the Connected Airline Services Agreements will cover:

• (i) flight control system services which provide, among other services, the consolidated information, flight formation, flight control, flight tickets sales, automatic tickets sales and announcement of freight price;

• (ii) electronic travel distribution system services which provide, among other services, flight information display, real-time flight reservation, automatic tickets sales, tickets price display and other travel-related services;

• (iii) airport passenger processing system services which provide checkin, boarding and load planning services; and

• (iv) civil aviation and commercial data network services which provide, among other services, the network transmission services and connection services.

Service fees : The service fees for the Technology Services payable by the Connected Airlines under the Connected Airline Services Agreements are currently determined in accordance with the existing pricing schedule prescribed by CAAC, which is same as the one disclosed in the Company’s prospectus dated 29 January 2001.

In accordance with CAAC’s prescribed prices, depending on the types of system through which the transactions are processed, the Connected Airlines are required to pay the Company a per passenger booking fee for domestic routes ranging from RMB4.5 to RMB6.5 depending on the monthly booking volume and for international and regional routes ranging from RMB6.5 to RMB7.

— 4 —

LETTER FROM THE BOARD

In addition, the fees payable by the Connected Airlines to the Company for the services include (i) fees for each boarding passenger handled by the airport passenger processing system up to maximum allowable price of RMB7 for international and regional routes and up to a maximum of allowable price of RMB4 for domestic routes depending on the types of the route, volume, level of services etc, (ii) load balancing fees for each flight handled by the airport passenger processing system up to maximum allowable price of RMB500 depending on the size of the aircraft, and (iii) fees for using the Company’s data network services such as physical identified device (PID) connection fees and maintenance fees depending on type and quantity of equipment at the rate prescribed by CAAC.

The service fees shall be calculated on monthly basis and shall be paid within 30 days after receipt of the invoice by cash. The invoice shall be issued by the Company on the 20th day of each month for the amount charged for the immediately preceding month.

The Directors are of the view that the basis of determination of the service fees mentioned above is fair and reasonable.

3. INFORMATION ON THE CONNECTED AIRLINES

Sichuan Airlines

Sichuan Airlines is owned as to 40% by Sichuan Air Group Company (a promoter of the Company), 39% by China Southern Airlines Company Limited which is a subsidiary of China Southern Air Holdings Company (a promoter of the Company), 10% by Shanghai Airlines (a promoter of the Company) and 10% by Shandong Airlines Company Limited (a promoter of the Company). Sichuan Airlines is an associate of Sichuan Air Group Company (a promoter of the Company) and is thus a connected person of the Company.

Sichuan Airlines is principally engaged in airline operation in the PRC.

Shanghai Airlines

Shanghai Airlines is a promoter of the Company and thus a connected person of the Company.

Shanghai Airlines is principally engaged in airline operation in the PRC.

— 5 —

LETTER FROM THE BOARD

Air China

Air China is a subsidiary of CNA Holding, which is a promoter and a substantial shareholder of the Company holding about 10.07% of the entire issued share capital of the Company as at the Latest Practicable Date. Air China is an associate of CNA Holding and therefore, a connected person of the Company.

Air China (together with its subsidiaries) is principally engaged in the provision of air passenger, air cargo and airline-related services in the PRC.

4. HISTORICAL TRANSACTION RECORDS

Set out below is a summary of the amount of the transactions between the Connected Airlines and the Company for the three years ended 31 December 2007:

		Year ended 31 December
Connected Airlines	2005	2006	2007
Sichuan Airlines	RMB49,116,000	RMB60,753,000	RMB68,420,000
	(equivalent to	(equivalent to	(equivalent to
	approximately	approximately	approximately
	HK$55,814,000)	HK$69,038,000)	HK$77,750,000)
Shanghai Airlines	RMB81,908,000	RMB79,347,000	RMB99,295,000
	(equivalent to	(equivalent to	(equivalent to
	approximately	approximately	approximately
	HK$93,077,000)	HK$90,167,000)	HK$112,835,000)
Air China	RMB202,532,000	RMB226,965,000	RMB241,469,000
	(equivalent to	(equivalent to	(equivalent to
	approximately	approximately	approximately
	HK$230,150,000)	HK$257,915,000)	HK$274,397,000)

The transactions between the Connected Airlines and the Company for the three years ended 31 December 2007 mentioned above did not exceed the annual caps for such transactions as set out in the 2006 Circular and the 2007 March Circular .

Based on the unaudited management accounts of the Group for the ten months ended 31 October 2008, the transactions between the Connected Airlines and the Company for the ten months ended 31 October 2008 have not exceeded the applicable annual caps (“ 2008 Annual Caps ”) set for the year ending 31 December 2008 as set out in the 2006 Circular, the 2007 March Circular and the 2007 Dec Circular, and the Directors expect that such transactions for the year ending 31 December 2008 will not exceed the 2008 Annual Caps.

— 6 —

LETTER FROM THE BOARD

The Directors expect that, barring unforeseen circumstances, (1) the Continuing Connected Transactions with each of Shanghai Airlines and Sichuan Airlines from 1 January 2009 to the date of the EGM 2 (assuming that it will be held by 31 March 2009), will not exceed the de minimis threshold under Rule 14A.34 of the Listing Rules; and (2) the Continuing Connected Transactions with Air China from 1 January 2009 to the date of the EGM 2 (assuming that it will be held by 31 March 2009) may exceed the de minimis threshold under Rule 14A.34 of the Listing Rules.

5. ANNUAL CAPS

Set out below is a summary of the Annual Caps of the Continuing Connected Transactions entered or to be entered between the Connected Airlines and the Company under the Connected Airline Services Agreements:

Connected Airlines Year ending 31 December 2009 Sichuan Airlines RMB98,525,000 (equivalent to approximately HK$111,960,000) Shanghai Airlines RMB119,154,000 (equivalent to approximately HK$135,402,000) (Note: It is for the ten months ending 31 October 2009) Air China RMB347,716,000 (equivalent to approximately HK$395,132,000)

The Annual Caps set out above are determined by reference to (i) in respect of Sichuan Airlines and Air China, the historical annual transaction amounts of the Continuing Connected Transactions between such Connected Airlines and the Company for the three years ended 31 December 2007 and the ten months ended 31 October 2008; (ii) the estimated growth of the transaction volume taking into account of the anticipated growth of the China’s aviation and travel industry as well as the increasing frequency of business trips; and (iii) in respect of Shanghai Airlines, the Shanghai Airline Services Agreement will expire on 31 October 2009. The Directors estimate that the Continuing Connected Transactions with such Connected Airlines will increase by about 15% to 20% per annum and 20% is used in determining the amount of the Annual Caps.

The Directors are of the view that the Annual Caps are fair and reasonable.

— 7 —

LETTER FROM THE BOARD

6. REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS

The Group is principally engaged in provision of aviation information technology services in the PRC.

The provision of the Technology Services to the Connected Airlines is in the ordinary and usual course of business of the Group. The Group will receive service fees for the Technology Services from the Connected Airlines under the Connected Airline Services Agreements and thus, will increase the total revenue of the Group.

The Continuing Connected Transactions have been and will be conducted in the ordinary and usual course of business of the Group.

The Directors are of the view that the Continuing Connected Transactions are on normal commercial terms and the terms of the Continuing Connected Transactions are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole.

7. LISTING RULES REQUIREMENTS

Given that the Connected Airlines are connected persons of the Company as mentioned above, the Continuing Connected Transactions constitute continuing connected transaction for the Company under Chapter 14A of the Listing Rules.

Since the Percentage Ratios for the Continuing Connected Transactions with each of the Connected Airlines on an annual basis exceed 2.5%, the Continuing Connected Transactions are subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules.

The Company will disclose information in relation to the Continuing Connected Transactions in its subsequent published annual report and accounts in accordance with Rule 14A.45 of the Listing Rules.

— 8 —

LETTER FROM THE BOARD

8. THE EGM 2

The EGM 2 will be held at Conference Room, 2/F, Wangfujing Grand Hotel, 57 Wangfujing Avenue, Beijing, the PRC at 9:30 a.m. on Tuesday, 3 March 2009 to consider and, if thought fit, approve, among other matters, the transactions contemplated under the Continuing Connected Transactions and the Annual Caps. Notice of the EGM 2 is set out on pages 39 to 41 of this circular.

A form of proxy for use at the EGM 2 is enclosed with this circular. Whether or not you intend to be present at the EGM 2, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed on it to the branch share registrar of the Company in Hong Kong, Hong Kong Registrars Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H Shares) or the Company’s registered office at Floor 18-20, South Wing, Park C, Raycom InfoTech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the PRC (in case of holders of Domestic Shares), no later than 24 hours before the time fixed for holding the EGM 2 or any adjournment thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the EGM 2 or any adjournment thereof if you so wish.

9. THE POSTPONED EGM AND THE POSTPONED CLASS MEETINGS

As set out in the notices of the EGM and the Class Meetings dated 8 January 2009 of the Company, the EGM and the Class Meetings were convened to be held on 24 February 2009. In order to hold the EGM, the Class Meetings and the EGM 2 on the same day, the EGM and the Class Meetings are postponed to be held on 3 March 2009. Revised notices of the EGM and the Class Meetings are set out on pages 29 to 38 of this circular.

The book closure period for determining the entitlement to attend the EGM and the Class Meetings will change from, 23 January 2009 to 24 February 2009 (both days inclusive) as set out in the notices of the EGM and the Class Meetings dated 8 January 2009 of the Company, to 30 January 2009 to 3 March 2009 (both days inclusive). The register of holders of H Shares of the Company will be closed from 30 January 2009 to 3 March 2009 (both days inclusive), during which time no transfer of H Shares will be effected. Holders of the H Shares and Domestic Shares whose names appear on the register of members of the Company at the close of business on 29 January 2009 are entitled to attend the postponed EGM and the postponed Class Meetings. Transfers of H Shares must be lodged with the branch share registrar of the Company’s in Hong Kong, Hong Kong Registrars Limited, at Shops 17121716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:30 p.m. on 29 January 2009 in order to entitle the transferee to attend the postponed EGM and the postponed Class Meeting for holders of H Shares.

— 9 —

LETTER FROM THE BOARD

Revised forms of proxy for use at the postponed EGM and the postponed Class Meetings are enclosed with this circular. Whether or not you intend to be present at such meetings, you are requested to complete the revised forms of proxy in accordance with the instructions printed thereon and return the same to the Registrar at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H Shares) or the Company’s registered office at Floor 1820, South Wing, Park C, Raycom InfoTech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the PRC (in case of holders of Domestic Shares), no later than 24 hours before the time fixed for holding the relevant meeting or any adjournment thereof. Completion and delivery of the form of proxy or revised form of proxy will not prevent you from attending and voting at the relevant meeting or any adjournment thereof if you so wish.

For avoidance of doubt, forms of proxy for the EGM and the Class Meetings which have been despatched to the Shareholders by the Company together with the 2008 Circular on 8 January 2009 and which have been properly executed and returned to the Company remain valid for the postponed EGM and the postponed Class Meetings, unless (1) the relevant Shareholders elect to complete and return the revised forms of proxy, or (2) the relevant Shareholders elect to attend in person and vote at the postponed EGM and the postponed Class Meetings, or (3) the relevant Shareholders elect to revoke the forms of proxy that they have already completed and returned to the Company.

10. VOTING ARRANGEMENTS

Under the Listing Rules, the Continuing Connected Transactions and the Annual Caps are subject to the approval of the Independent Shareholders. Accordingly, the Connected Airlines with a material interest in the Continuing Connected Transactions and their respective associates will abstain from voting on the resolutions to approve the Continuing Connected Transactions and the Annual Caps. As at the Latest Practicable date, Shanghai Airlines was interested in 11,453,000 domestic shares of RMB1 each in the issued share capital of the Company, representing about 0.59% of the total issued share capital of the Company, Sichuan Airlines was interested in 3,445,000 domestic shares of RMB1 each in the issued share capital of the Company, representing about 0.19% of the total issued share capital of the Company; and CNA Holding was interested in 89,433,500 domestic shares of RMB1 each in the issued share capital of the Company, representing about 10.07% of the total issued share capital of the Company.

11. POLL PROCEDURE

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at the EGM, the EGM 2 and the Class Meetings must be taken by poll.

— 10 —

LETTER FROM THE BOARD

Pursuant to article 73 of the Articles of Association of the Company, voting by poll can be demanded:

• (i) by the chairman of such meeting;

• (ii) by at least two Shareholders present in person or by proxy for the time being entitled to vote at the meeting; or

• (iii) by shareholder(s) of the Company present in person or by proxy(ies) and holding 10% or more Shares conferring a right to vote at the meeting on his/her own or in aggregate.

12. RECOMMENDATIONS

Your attention is drawn to the letter from the Independent Board Committee set out on page 12 of this circular and the letter of advice from China Merchants to the Independent Board Committee and the Independent Shareholders in connection with the Continuing Connected Transactions and the Annual Caps and the principal factors and reasons considered by it in arriving at such advice set out on pages 13 to 25 of this circular.

The Independent Board Committee, having taken into account the advice of China Merchants, considers that the Continuing Connected Transactions are (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms; and (iii) fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole, and the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the ordinary resolutions approving the Continuing Connected Transactions and the Annual Caps at the EGM 2.

13. GENERAL

Your attention is drawn to the general information set out in the appendix to this circular.

Yours faithfully, By order of the Board TravelSky Technology Limited Xu Qiang Chairman

— 11 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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

(Stock Code: 0696)

12 January 2009

To the Independent Shareholders

Dear Sir/Madam,

CONTINUING CONNECTED TRANSACTIONS

We refer to the circular (“ Circular ”) issued by the Company to its shareholders dated 12 January 2009 of which this letter forms part. Capitalised terms defined in the Circular shall have the same meanings in this letter unless the context otherwise requires.

We have been appointed by the Board to consider the Continuing Connected Transactions. China Merchants has been appointed as independent financial adviser to advise us and the Independent Shareholders in this respect.

We wish to draw your attention to the letter from the Board and the letter from China Merchants set out in the Circular. Having considered the principal factors and reasons considered by, and the advice of, China Merchants set out in its letter of advice set out in the Circular, we consider that the Continuing Connected Transactions are (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms; and (iii) fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole, and the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions approving the Continuing Connected Transactions and the Annual Caps at the EGM 2.

Yours faithfully, For and on behalf of the Independent Board Committee

Yick Wing Fat, Simon Yuan Yaohui Chua Keng Kim

Independent Non-executive Directors

— 12 —

LETTER FROM CHINA MERCHANTS

The following is the text of the letter of advice from China Merchants to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of inclusion in this circular.

48th Floor, One Exchange Square, Central, Hong Kong

12 January 2009

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 PRC

To: the Independent Board Committee and the Independent Shareholders of TravelSky Technology Limited

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Continuing Connected Transactions and the Annual Caps, details of which are contained in the letter from the Board (the “ Letter from the Board ”) of the circular dated 12 January 2009 (the “ Circular ”) issued by the Company to the Shareholders, of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context otherwise requires.

As referred to in the Letter from the Board, the Connected Airlines are connected person of the Company under the Listing Rules. Thus, the transactions contemplated under the Connected Airline Services Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Given that the Percentage Ratios for the Continuing Connected Transactions with each of the Connected Airlines on an annual basis exceed 2.5%, the Continuing Connected Transactions constitute non-exempt continuing connected transactions for the Company under the Chapter 14A of the Listing Rules. Thus, the Continuing Connected Transactions are subject to the approval by the Independent Shareholders at the EGM 2.

— 13 —

LETTER FROM CHINA MERCHANTS

In our capacity as the independent financial adviser to the Independent Board Committee and the Independent Shareholders, our role is to provide you with an independent opinion and recommendation as to (1) whether the Continuing Connected Transactions are (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms; and (iii) fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole; and (2) whether the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole.

BASIS OF OUR OPINION

In formulating our advice and recommendation, we have relied on the accuracy of the information and facts supplied, and the opinions expressed by the Group, the Directors and the Group’s management to us. We have assumed that all statements of belief and intention made by the Directors in the Circular were made after due enquiries. We have also assumed that all information, representations and opinion made or referred to in the Circular were true, accurate and complete at the time they were made and will continue to be true at the date of the EGM. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Group, the Directors and the Group’s management, and have been advised by the Directors that no material facts have been omitted from the information provided by or referred to in the Circular.

In rendering our opinion, we have researched, analyzed and relied on information in relation to the Group, the Continuing Connected Transactions and the Annual Caps as set out below:

• (i) the Renewed Air China Airline Services Agreement;

• (ii) the Renewed Sichuan Airline Services Agreement;

• (iii) the Shanghai Airline Services Agreement;

• (iv) the Existing Air China Airline Services Agreement;

• (v) the Existing Sichuan Airline Services Agreement;

• (vi) the annual report of the Company for the year ended 31 December 2006 (the “ 2006 Annual Report ”);

• (vii) the annual report of the Company for the year ended 31 December 2007 (the “ 2007 Annual Report ”);

• (viii) the official website of the Company;

• (ix) the 2006 Circular;

• (x) the 2007 March Circular;

• (xi) the 2007 Dec Circular; and

• (xii) the Circular.

— 14 —

LETTER FROM CHINA MERCHANTS

We have also researched, analyzed and relied on information as set out below:

• (i) China Statistical Yearbook 2007（《中國統計年鑑－2007年》）published by the National Bureau of Statistics of China（中華人民共和國國家統計局）;

• (ii) the report headed “Production statistics report for civil aviation airports in 2006”（《2006年民航機場 生產統計公報》）published on the official website of CAAC on 21 March 2007;

• (iii) the report headed “Production statistics report for civil aviation airports in 2007”（《2007年民航機場 生產統計公報》）published on the official website of CAAC on 6 March 2008; and

• (iv) the statistics published on the official websites of Air China and Shanghai Airlines.

We have assumed such information to be accurate and reliable and have not carried out any independent verification on the accuracy of such information. Such relevant information provides us with a basis on which we have been able to formulate our independent opinion.

We consider that we have reviewed sufficient information to reach an informed view, to justify our reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our recommendation. We also consider that we have performed all reasonable steps as required under the Rule 13.80 of the Listing Rules (including the notes thereto) to formulate our opinion and recommendation. We have not, however, conducted any form of in-depth investigations into the business affairs, financial position and future prospects of the Group and the parties to the Continuing Connected Transactions, nor carried out any independent verification of the information supplied, representations made or opinions expressed by the Group, the Directors and the Group’s management.

— 15 —

LETTER FROM CHINA MERCHANTS

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation regarding the Continuing Connected Transactions and the Annual Caps, we have taken into account the following principal factors and reasons:

I. BACKGROUND

1. Information on the Group

The Group is principally engaged in the provision of aviation information technology services in the PRC. As referred to in the 2007 Annual Report, being a leading provider of information technology solutions for the China’s aviation and travel industry, the Group is at a core position along the value chain of China’s aviation and travel service distribution. While the Group provides advanced aviation information technology and extended services to the Chinese commercial airlines, it also distributes commercial airline products and services to travel agents, travel service distributors, ticketing offices, corporate clients and individual consumers.

The Group’s turnover for each of the three years ended 31 December 2007 is set out below:

		Year ended 31 December
	2005	2006	2007
	(RMB’000)	(RMB’000)	(RMB’000)
	(Audited)	(Audited)	(Audited)
The Group’s turnover	1,496,784	1,711,705	2,001,903

Source: the 2006 Annual Report and the 2007 Annual Report

The Group’s information in respect of bookings of seats of commercial airlines of the PRC for each of the four years ended 31 December 2007 is set out below:

Bookings of seats of commercial airlines of the PRC

==> picture [339 x 166] intentionally omitted <==

----- Start of picture text -----

Bookings
2004 2005 2006 2007 Year
----- End of picture text -----

Source: the official website of the Company

— 16 —

LETTER FROM CHINA MERCHANTS

From the year ended 31 December 2005 to the year ended 31 December 2007, (i) the Group’s audited turnover achieved a compound average growth rate (“ CAGR ”) of approximately 15.6% per annum; and (ii) the Group’s total bookings on seats of flights of commercial airlines of the PRC achieved a CAGR of approximately 15.4% per annum. As advised by the Directors, the growth in the Group’s turnover and total bookings of seats of flights of commercial airlines of the PRC were attributable to: (i) the rapid economic growth in the PRC; (ii) the increase of international trade between the PRC and other countries; and (iii) the growing aviation and tourist industries in the PRC.

2. Information on Air China, Sichuan Airlines and Shanghai Airlines

Set our below is the background of each of Air China, Sichuan Airlines and Shanghai Airlines:

Entities Background

Air China

Air China Limited（中國國際航空股份有限公司）, is a subsidiary of CNA Holding, which in turn is a promoter and a substantial shareholder of the Company holding about 10.07% of the entire issued share capital of the Company as at the Latest Practicable Date. Air China is an associate of CNA Holding and therefore is a connected person of the Company.

Air China (together with its subsidiaries) is principally engaged in the provision of air passenger, air cargo and airline-related services in the PRC.

Sichuan Airlines

Sichuan Airlines Company Limited（四川航空股份有限公司）, which is owned as to 40% by Sichuan Air Group Company (a promoter of the Company), 39% by China Southern Airlines Company Limited which in turn is a subsidiary of China Southern Air Holdings Company (a promoter of the Company), 10% by Shanghai Airlines (a promoter of the Company) and 10% by Shandong Airlines Company Limited (a promoter of the Company). Sichuan Airlines is an associate of Sichuan Air Group Company (a promoter of the Company) and is thus a connected person of the Company.

Sichuan Airlines is principally engaged in airline operation in the PRC.

Shanghai Airlines

Shanghai Airlines Company Limited（上海航空股份有限公司）is a promoter of the Company and thus a connected person of the Company. Shanghai Airlines is principally engaged in airline operation in the PRC.

— 17 —

LETTER FROM CHINA MERCHANTS

The information on the number of passengers carried by and revenue passenger kilometers (the “ RPK ”, being a measure of passengers) of Sichuan Airlines is not published on its official website. Set out below is the information on the number of passengers carried by each of Air China and Shanghai Airlines from 2005 to 2007:

		Year ended 31	December
Airlines	2005	2006	2007	CAGR
	(in approximate	(in approximate	(in approximate
	million)	million)	million)
Air China	27.69	31.50	34.83	12.2%
Shanghai Airlines	6.79	7.79	9.45	18.0%

Source: the official websites of Air China and Shanghai Airlines

Set out below is the information on RPK by each of Air China and Shanghai Airlines from 2005 to 2007:

		Year ended 31	December
Airlines	2005	2006	2007	CAGR
	(in approximate	(in approximate	(in approximate
	million)	million)	million)
Air China	52,404.8	60,322.1	66,986.1	13.1%
Shanghai Airlines	8,780.3	10,103.1	12,733.2	20.4%

Source: the official websites of Air China and Shanghai Airlines

Based on the above, we noted that, from the year ended 31 December 2005 to the year ended 31 December 2007, (i) the CAGR of the number of passengers carried by each of Air China and Shanghai Airlines ranged between approximately 12.2% and 18.0% per annum; and (ii) the CAGR of the RPK of each of Air China and Shanghai Airlines ranged between approximately 13.1% and 20.4% per annum. We consider that the aforesaid increases in the number of passengers carried by and RPK of Air China and Shanghai Airlines demonstrated the business growth of these airlines.

— 18 —

LETTER FROM CHINA MERCHANTS

3. Economy and aviation industry in the PRC

Based on (i) the report headed “Production statistics report for civil aviation airports in 2007” （《2007年民航機場生產統計公報》）published on the official website of CAAC on 6 March 2008; and (ii) the report headed “Production statistics report for civil aviation airports in 2006” （《2006年民航機場生產統計公報》）published on the official website of CAAC on 21 March 2007, the number of passenger traffic of the PRC airports (measured by number of passengers) in the PRC increased from approximately 284.4 million for the year ended 31 December 2005 to approximately 387.6 million for the year ended 31 December 2007, representing a CAGR of approximately 16.7% per annum.

Based on China Statistical Yearbook 2007（《中國統計年鑑－2007年》）published by the National Bureau of Statistics of China（中華人民共和國國家統計局）, from 2000 to 2006, the PRC’s Gross Domestic Product increased from approximately RMB9,921 billion to approximately RMB21,087 billion, representing a CAGR of approximately 13.4% per annum.

Taking into account (i) the robust growth in the passenger traffic of the aviation industry in the PRC; (ii) the steady growth of the Gross Domestic Product in the PRC; and (iii) the CAGR of the Group’s turnover of approximately 15.6% per annum from the year ended 31 December 2005 to the year ended 31 December 2007, the Directors expect that the Group’s turnover will continue to grow in the coming years.

II. THE CONNECTED AIRLINE SERVICES AGREEMENTS

1. Reasons for and benefits of the entering into of the Connected Airline Services Agreements

We noted that:

• (i) the details of the Existing Sichuan Airline Services Agreement were already set out in the 2007 Dec Circular, and such agreement was already approved at the extraordinary general meeting of the Company held on 25 January 2008;

• (ii) the details of the Existing Air China Airline Services Agreement were already set out in the 2007 March Circular, and such agreement was already approved at the extraordinary general meeting of the Company held on 25 April 2007; and

• (iii) the details of the Shanghai Airline Services Agreement from 1 November 2004 to 31 October 2009 were already set out in the 2006 Circular, and such agreement was already approved at the extraordinary general meeting of the Company held on 25 May 2006.

— 19 —

LETTER FROM CHINA MERCHANTS

As advised by the Directors, (1) the Company on one hand, as well as Air China and Sichuan Airlines on the other hand, agreed to renew the Existing Air China Airline Services Agreement and the Existing Sichuan Airline Services Agreements for one year from 1 January 2009 to 31 December 2009; and (2) the Company proposes to seek the independent shareholders’ approval for the maximum amount of fees payable by Shanghai Airlines to the Company under the Shanghai Airline Services Agreement for the 10 months ending 31 October 2009 at the EGM 2.

After reviewing the Connected Airline Services Agreements, we noted that the Technology Services provided under such agreements are similar to (i) the core business of the Group; and (ii) the transactions contemplated under the Existing Air China Airline Services Agreement, the Existing Sichuan Airline Services Agreement and the Shanghai Airline Services Agreement.

In light of the above, we consider that the entering into of the Connected Airline Services Agreements is in the ordinary and usual course of business of the Group. In addition, we concur with the Directors’ view that the Continuing Connected Transactions would offer an important source of revenue to the Group.

2. The terms of the Connected Airline Services Agreements

As referred to in the Letter from the Board, the service fees for the Technology Services payable by the Connected Airlines under the Connected Airline Services Agreements are currently determined in accordance with the existing pricing schedule prescribed by CAAC, which is the same as the one disclosed in the Company’s prospectus dated 29 January 2001. We have discussed with the Directors and were informed that the services fees to be charged by the Group under the Connected Airline Services Agreements are governed by the aforesaid pricing schedule prescribed by CAAC.

In accordance with CAAC’s prescribed prices, depending on the types of system through which the transactions are processed, the Connected Airlines are required to pay the Company a per passenger booking fee for domestic routes ranging from RMB4.5 to RMB6.5 depending on the monthly booking volume, and for international and regional routes ranging from RMB6.5 to RMB7.

In addition, the fees payable by the Connected Airlines to the Company for the services include (i) fees for each boarding passenger handled by the airport passenger processing system up to maximum allowable price of RMB7 for international and regional routes and up to a maximum of allowable price of RMB4 for domestic routes depending on the types of the route, volume, level of services, etc.; (ii) load balancing fees for each flight handled by the airport passenger processing system up to maximum allowable price of RMB500 depending on the size of the aircraft; and (iii) fees for using the Company’s data network services such as physical identified device connection fees and maintenance fees depending on type and quantity of equipment at the rate prescribed by CAAC.

— 20 —

LETTER FROM CHINA MERCHANTS

In this regard, we have reviewed the services fees to be charged by the Group under the Connected Airline Services Agreements, and noted that they are within the respective price ranges prescribed by CAAC. Based on the aforesaid, we consider that the service fees for the Technology Services under the Connected Airline Services Agreements, which is based on the price ranges prescribed by CAAC, is on normal commercial terms and is fair and reasonable so far as the Independent Shareholders are concerned.

Overall, we consider that the terms of the Continuing Connected Transactions are (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms; and (iii) fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole.

III. THE ANNUAL CAPS

1. The Annual Caps

Set out below is a summary of the annual caps for (i) the Renewed Air China Airline Services Agreement and the Renewed Sichuan Airline Services Agreements for the year ending 31 December 2009; (ii) the Shanghai Airline Services Agreement for the 10 months ending 31 October 2009; and (iii) the Existing Sichuan Airline Services Agreement, the Shanghai Airline Services Agreement and the Existing Air China Airline Services Agreement for the year ended 31 December 2008:

		Annual	caps
		for the	for the
		year ended	year ending
		31 December	31 December
		2008	2009
		(RMB)	(RMB)
Renewed	Sichuan Airline Services Agreement	N/A	98,525,000
Existing	Sichuan Airline Services Agreement	102,672,570	N/A
Renewed	Air China Airline Services Agreement	N/A	347,716,000
Existing	Air China Airline Services Agreement	388,700,000	N/A
		(Note)

Note: As set out on page 26 of the circular dated 16 June 2008 issued by the Company.

— 21 —

LETTER FROM CHINA MERCHANTS

	Annual	caps
			for the
	for the	10	months
	year ended		ending
	31 December	31	October
	2008		2009
	(RMB)		(RMB)
Shanghai Airline Services Agreement	189,900,000	119,154,000

2. The historical transaction amounts of the Existing Sichuan Airline Services Agreement, the Shanghai Airline Services Agreement and the Existing Air China Airline Services Agreement

Set out below is a summary of the historical transaction amounts of the Existing Sichuan Airline Services Agreement, the Shanghai Airline Services Agreement and the Existing Air China Airline Services Agreement for the three years ended 31 December 2007:

		Historical transaction amount
		for the year ended 31 December
	2005	2006	2007
	(RMB)	(RMB)	(RMB)
Existing Sichuan Airline
Services Agreement	49,116,000	60,753,000	68,420,000
Shanghai Airline
Services Agreement	81,908,000	79,347,000	99,295,000
Existing Air China Airline
Services Agreement	202,532,000	226,965,000	241,469,000

Source: Letter from the Board

— 22 —

LETTER FROM CHINA MERCHANTS

3. The comparison of historical amount of the Continuing Connected Transactions for the year ended 31 December 2007 and the Annual Caps

As advised by the Directors, the historical amounts of the Existing Sichuan Airline Services Agreement, the Shanghai Airline Services Agreement and the Existing Air China Airline Services Agreement for the year ended 31 December 2008 were not available as at the Latest Practicable Date. We also noted that:

• (i) the annual cap for the Renewed Sichuan Airline Services Agreement for the year ending 31 December 2009 is higher than the historical transaction amount of the Existing Sichuan Airline Services Agreement for the year ended 31 December 2007 by approximately 44%. Such increase is equivalent to a CAGR of approximately 20% per annum during 2008 and 2009;

• (ii) the annual cap for the Shanghai Airline Services Agreement for the 10 months ending 31 October 2009 is higher than the historical transaction amount of the same agreement for the year ended 31 December 2007 by approximately 20%; and

• (iii) the annual cap for the Renewed Air China Airline Services Agreement for the year ending 31 December 2009 is higher than the historical transaction amount of the Existing Air China Airline Services Agreement for the year ended 31 December 2007 by approximately 44%. Such increase is equivalent to a CAGR of approximately 20% per annum during 2008 and 2009.

4. The basis for the Annual Caps

As referred to in the Letter from the Board, the Annual Caps are determined by reference to:

• (i) in respect of Sichuan Airlines and Air China, the historical transaction amounts of the Continuing Connected Transactions between such Connected Airlines and the Company for the three years ended 31 December 2007 and the ten months ended 31 October 2008;

• (ii) the estimated growth of the transaction volume, after taking into account the anticipated growth of China’s aviation and travel industry as well as the increasing frequency of business trips; and

• (iii) in respect of Shanghai Airlines, the Shanghai Airline Services Agreement will expire on 31 October 2009.

The Directors estimate that the transaction amount of the Continuing Connected Transactions will increase by about 15% to 20% per annum. Thus, a growth rate of 20% (the “ Adopted Growth Rate ”) is adopted by the Group in determining the amount of the Annual Caps.

— 23 —

LETTER FROM CHINA MERCHANTS

We wish to draw the attention of the Independent Board Committee and the Independent Shareholders that:

• (i) as illustrated in Section I.1 of this letter, from the year ended 31 December 2005 to the year ended 31 December 2007, (i) the Group’s audited turnover achieved a CAGR of approximately 15.6% per annum; and (ii) the Group’s total bookings on seats of flights of commercial airlines of the PRC achieved a CAGR of approximately 15.4% per annum; and

• (ii) as illustrated in Section I.2 of this letter, from the year ended 31 December 2005 to the year ended 31 December 2007, (i) the CAGR of the number of passengers carried by each of Air China and Shanghai Airlines ranged between approximately 12.2% and 18.0% per annum; and (ii) the CAGR of the RPK of each of Air China and Shanghai Airlines ranged between approximately 13.1% and 20.4% per annum.

Based on the foregoing, we consider that the Adopted Growth Rate is acceptable, taking into account (1) the Group’s business growth during the three years ended 31 December 2007; and (2) the increase in the number of passengers carried by and RPK of Shanghai Airlines and Air China during the three years ended 31 December 2007.

5. Overall opinion on the Annual Caps

We consider that the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned, taking into account:

• (i) the positive outlook of the civil aviation industry in the PRC;

• (ii) the historical growth in the Group’s turnover and the booking of seats of commercial airlines of the PRC through the Group’s operations from 2005 to 2007;

• (iii) the historical growth in the number of passengers carried by and the RPK of Shanghai Airlines and Air China from 2005 to 2007; and

• (iv) the Annual Caps would facilitate the Group’s business growth for the year ending 31 December 2009.

Based on the aforesaid, we consider that the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned, and are in the interests of the Company and the Shareholders as a whole.

— 24 —

LETTER FROM CHINA MERCHANTS

RECOMMENDATION

Having considered the above principal factors and reasons, we consider that (1) the Continuing Connected Transactions are (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms; and (iii) fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole; and (2) the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole.

Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the proposed resolutions to approve the Continuing Connected Transactions and the Annual Caps at the EGM 2. We also advise the Independent Shareholders to vote in favour of the proposed resolutions to approve the Continuing Connected Transactions and the Annual Caps at the EGM 2.

For and on behalf of China Merchants Securities (HK) Co., Ltd. Tony Wu

Managing Director and Head of Investment Banking Department

— 25 —

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

2. INTERESTS AND SHORT POSITIONS OF DIRECTORS, SUPERVISORS AND CHIEF EXECUTIVE IN THE SHARE CAPITAL OF THE COMPANY

As at the Latest Practicable Date, the interest or short position in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) held by the Directors, supervisor or chief executive of the Company which is required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or any interests required to be entered in the register maintained in accordance with Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules are as follow:

			Percentage to the	Percentage to
	Number and class	Capacity of	corresponding	the total share
Name of Director	of shares	Holder	share capital	capital
	(Note 1)			(Note 2)
Chua Keng Kim	417,000 H shares (L)	Interest of spouse	0.07%	0.02%
	of RMB1 each

Notes:

1. (L) — Long position

2. The percentage to the total share capital is calculated based on the total number of 1,776,315,000 shares in issue of the Company as at the Latest Practicable Date.

— 26 —

GENERAL INFORMATION

APPENDIX

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, supervisor or chief executive of the Company had any interest or short position in any shares, underlying shares and debentures of the Company or any of its associated corporations (as defined in Part XV of the SFO) which is required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or any interests required to be entered in the register maintained in accordance with Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules.

As at the Latest Practicable Date, each of China TravelSky Holding Company, China Southern Air Holding Company, China Eastern Air Holding Company and CNA Holding had interest in the shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

As at the Latest Practicable Date,

• (a) each of Mr Xu Qiang (Chairman of the Company) and Mr Cui Zhixiong (an executive Director) is an employee of China TravelSky Holding Company;

• (b) each of Mr Cao Guangfu (a proposed non-executive Director) and Mr Gong Guokui (a nonexecutive Director) is an employee of CNA Holding;

• (c) Mr Wang Quanhua (a non-executive Director) is an employee of China Southern Air Holding Company; and

• (d) Mr Luo Chaogeng (a non-executive Director) is an employee of China Eastern Air Holding Company.

3. SERVICE AGREEMENT

As at the Latest Practicable Date, none of the Directors had entered or proposed to enter into a service agreement with any member of the Group which will not expire or is not determinable by the employer within one year without payment of compensation (other than statutory compensation).

4. MATERIAL CHANGES

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2007, being the date to which the latest published audited financial statements of the Group were made up.

— 27 —

GENERAL INFORMATION

APPENDIX

5. INTEREST IN ASSETS

As at the Latest Practicable Date, none of the Directors or China Merchants had any interest, direct or indirect, in any asset which had been since 31 December 2007, being the date to which the latest published audited accounts of the Group were made up, acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group.

6. MATERIAL INTEREST IN CONTRACTS

As at the Latest Practicable Date, none of the Directors was materially interested in any contracts or arrangement subsisting as at the date hereof which was significant in relation to the business of the Group.

7. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors or their respective associates had any interest in any business apart from the Company’s business which competes or is likely to compete, either directly or indirectly, with the Company’s business.

8. EXPERT

China Merchants is licensed under the SFO for Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities as defined under the SFO. Its letter of advice to the Independent Board Committee and the Independent Shareholders dated as of the date of this circular was given for the purpose of incorporation herein.

China Merchants has given and has not withdrawn its written consent to the issue of this circular with copy of its letter and the reference to its name and its advice included in this circular in the form and context in which they respectively appear.

As at the Latest Practicable Date, China Merchants did not have any shareholding, directly or indirectly, in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

9. GENERAL

The English text of this circular shall prevail over the Chinese text in case of inconsistency.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copy of each of the Existing Air China Airline Services Agreement, the Existing Sichuan Airline Services Agreement and the Connected Airline Services Agreements will be available for inspection at the offices of Chiu & Partners, 41st Floor, Jardine House, 1 Connaught Place, Central, Hong Kong during normal business hours from the date of this circular up to and including the date of the EGM 2.

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REVISED NOTICE OF EGM REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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

(Stock Code: 0696)

REVISED NOTICE OF EXTRAORDINARY GENERAL MEETING REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

NOTICE IS HEREBY GIVEN that the following meetings of TravelSky Technology Limited (“ Company ”) (which were convened to be held on 24 February 2009 pursuant to the notices of extraordinary general meeting, notice of class meeting for H shares of the Company and notice of class meeting for domestic shares of the Company dated 8 January 2009 of the Company) are postponed to be held on Tuesday, 3 March 2009 at Conference Room, 2/F, Wangfujing Grand Hotel, 57 Wangfujing Avenue, Beijing, the People’s Republic of China (“ PRC ”):

• (1) the extraordinary general meeting (“ EGM ”) will be held at 10:00 a.m.;

• (2) the class meeting for holders of H shares of the Company (“ H Shares ”) will be held immediately as soon as the conclusion of the EGM as stated in (1) above or the adjournment thereof; and

• (3) the class meeting for holders of domestic shares of the Company (“ Domestic Shares ”) will be held immediately as soon as the conclusion of the aforesaid class meeting as stated in (2) above or the adjournment thereof.

These meetings are to be held for the following purposes:

EGM

SPECIAL RESOLUTIONS

1. To consider and, if thought fit, approve the following resolution as a special resolution:

“ THAT :

• (a) amendments to the articles of association of the Company (“ Articles ”) as set out below be and they are hereby approved:

• (i) Article 94 of the Articles:

By (aa) deleting the words “15 directors” and substituting therefor the words “9 directors”; (bb) deleting the words “two or more independent (non-executive) directors” and substituting therefor the words “at least three independent (non-executive) directors”; and (cc) deleting the phrase “, shall have three vice chairmen of the board of directors”.

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REVISED NOTICE OF EGM REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

• (ii) Article 95 of the Articles:

By deleting all the words “vice chairman of the board” contained in this Article.

• (iii) Article 98 of the Articles:

By deleting the sentence “When the chairman of the board of directors is unable to exercise his powers of office, he shall appoint a deputy chairman to act on his behalf.” and substituting therefor the sentence “When the chairman of the board of directors is unable to exercise his powers of office, one director of the Company as elected by more than half of the directors of the Company shall act on behalf of the chairman of the board of directors.”

• (iv) Article 117 of the Articles:

By (aa) deleting the words “9 supervisors” and substituting therefor the words “5 supervisors”; and (bb) deleting the words “more than 1 in dependent supervisors” and substituting therefor the words “one or more independent supervisors”.

(The above is the English translation of the Chinese version of the above proposed amendments to the Articles. Should there be any inconsistencies between the English version and the Chinese version, the Chinese version shall prevail. The amended Articles will be effective upon registration with State Administration for Industry and Commerce, the PRC.)

• (b) the directors (“ Directors ”) of the Company be and they are hereby authorised to file the amended Articles with the State Administration for Industry and Commerce, the PRC; and

• (c) the Directors be and they are hereby authorised to take any step or sign any document as they consider necessary desirable or expedient in connection with the amendments to the Articles and the transactions contemplated thereunder.”

• To consider and, if thought fit, approve the following resolution as a special resolution:

“ THAT :

• (a) subject to paragraphs (b) and (c) below and subject to all applicable laws, standards, system and/or requirements of the governmental or regulatory body of securities in the PRC, The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or of any other governmental or regulatory body, the board of Directors (“ Board ”) be and it is hereby authorised to exercise, whether by a single exercise or otherwise, all the powers of the Company to repurchase the overseas listed foreign shares of RMB1 each in issue in the share capital of the Company (“ H Shares ”) on the Stock Exchange during the Relevant Period (as defined in paragraph (d) below);

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REVISED NOTICE OF EGM REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

• (b) the aggregate nominal value of H Shares authorised to be repurchased pursuant to the authority granted under paragraph (a) above during the Relevant Period (as defined in paragraph (d) below) shall not exceed 10 per cent. of the aggregate nominal value of H Shares in issue of the Company as at the date of passing of this resolution;

• (c) the exercise of the authority granted under paragraph (a) above shall be conditional upon:

• (i) the passing of a special resolution on the same terms as the resolution set out in this paragraph 2 (except for this sub-paragraph (c)(i)) at each of the class meeting for holders of domestic shares (“ Domestic Shares ”) of the Company and the class meeting for holders of H Shares, both to be held on the date of the EGM as convened by this notice (or on such adjourned date as may be applicable);

• (ii) the approvals of State-owned Assets Supervision and Administration Commission of the State Council and State Administration of Foreign Exchange of the PRC (or their respective successor authorities) and/or (if appropriate) any other regulatory authorities as required by the laws, standards and system of the PRC being obtained by the Company; and

• (iii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company in its absolute discretion having repaid or provided guarantee in respect of such amount) pursuant to the notification procedure set out in article 28 of the articles of association (“ Articles ”) of the Company;

• (d) for the purpose of this special resolution, “ Relevant Period ” means the period from the passing of this special resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting following the passing of this special resolution; and

• (ii) the date on which the authority conferred by this special resolution is revoked or varied by a special resolution of the shareholders of the Company in any general meeting or by a special resolution of holders of H Shares or holders of Domestic Shares at their respective class meetings; and

• (e) subject to approval of all relevant governmental authorities in the PRC for the repurchase of such H Shares being granted, the Board be and it is hereby authorised to:

• (i) make such corresponding amendments to the Articles as it thinks fit so as to reduce the registered capital of the Company and to reflect the new capital structure of the Company upon the exercise of the authority to repurchase any H Shares of the Company as conferred under paragraph (a) above; and

• (ii) file the amended Articles with the relevant governmental authorities of the PRC.”

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REVISED NOTICE OF EGM REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

ORDINARY RESOLUTIONS

1. To consider and approve, conditional upon resolution numbered 1 above 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.

2. To consider and approve, in separate resolution and conditional upon resolution numbered 1 above 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:

3. (i) Mr Rong Gang;

4. (ii) Mr Sun Yongtao;

5. (iii) Mr Liu Dejun;

6. (iv) Mr Xia Yi; and

7. (v) Mr Song Jian.

8. To consider and approve, in separate resolution and conditional upon resolution numbered 1 above 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.

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REVISED NOTICE OF EGM REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

MEETING FOR HOLDERS OF H SHARES

To consider and, if thought fit, approve the following resolution as a special resolution:

“ THAT :

• (a) subject to paragraphs (b) and (c) below and subject to all applicable laws, standards, system and/or requirements of the governmental or regulatory body of securities in the People’s Republic of China (“ PRC ”), The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or of any other governmental or regulatory body, the board (“ Board ”) of directors (“ Directors ”) of the Company be and it is hereby authorised to exercise, whether by a single exercise or otherwise, all the powers of the Company to repurchase the overseas listed foreign shares of RMB1 each in issue in the share capital of the Company (“ H Shares ”) on the Stock Exchange during the Relevant Period (as defined in paragraph (d) below);

• (b) the aggregate nominal value of H Shares authorised to be repurchased pursuant to the authority granted under paragraph (a) above during the Relevant Period (as defined in paragraph (d) below) shall not exceed 10 per cent. of the aggregate nominal value of H Shares in issue of the Company as at the date of passing of this resolution;

• (c) the exercise of the authority granted under paragraph (a) above shall be conditional upon:

• (i) the passing of a special resolution on the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at each of the extraordinary general meeting and the class meeting for holders of domestic shares of the Company (“ Domestic Shares ”), both to be held on the date of the class meeting for holders of H Shares as convened by this notice (or on such adjourned date as may be applicable);

• (ii) the approvals of State-owned Assets Supervision and Administration Commission of the State Council and State Administration of Foreign Exchange of the PRC (or their respective successor authorities) and/or (if appropriate) any other regulatory authorities as required by the laws, standards and system of the PRC being obtained by the Company; and

• (iii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company in its absolute discretion having repaid or provided guarantee in respect of such amount) pursuant to the notification procedure set out in article 28 of the articles of association (“ Articles ”) of the Company;

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REVISED NOTICE OF EGM REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

• (d) for the purpose of this special resolution, “ Relevant Period ” means the period from the passing of this special resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting following the passing of this special resolution; and

• (ii) the date on which the authority conferred by this special resolution is revoked or varied by a special resolution of the shareholders of the Company in any general meeting or by a special resolution of holders of H Shares or holders of Domestic Shares at their respective class meetings; and

• (e) subject to approval of all relevant governmental authorities in the PRC for the repurchase of such H Shares being granted, the Board be and it is hereby authorised to:

• (i) make such corresponding amendments to the Articles as it thinks fit so as to reduce the registered capital of the Company and to reflect the new capital structure of the Company upon the exercise of the authority to repurchase any H Shares of the Company as conferred under paragraph (a) above; and

• (ii) file the amended Articles with the relevant governmental authorities of the PRC.”

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REVISED NOTICE OF EGM REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

MEETING FOR HOLDERS OF DOMESTIC SHARES

To consider and, if thought fit, approve the following resolution as a special resolution:

“ THAT :

• (a) subject to paragraphs (b) and (c) below and subject to all applicable laws, standards, system and/or requirements of the governmental or regulatory body of securities in the People’s Republic of China (“ PRC ”), The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or of any other governmental or regulatory body, the board (“ Board ”) of directors (“ Directors ”) of the Company be and it is hereby authorised to exercise, whether by a single exercise or otherwise, all the powers of the Company to repurchase the overseas listed foreign shares of RMB1 each in issue in the share capital of the Company (“ H Shares ”) on the Stock Exchange during the Relevant Period (as defined in paragraph (d) below);

• (b) the aggregate nominal value of H Shares authorised to be repurchased pursuant to the authority granted under paragraph (a) above during the Relevant Period (as defined in paragraph (d) below) shall not exceed 10 per cent. of the aggregate nominal value of H Shares in issue of the Company as at the date of passing of this resolution;

• (c) the exercise of the authority granted under paragraph (a) above shall be conditional upon:

• (i) the passing of a special resolution on the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at each of the EGM and the class meeting for holders of H Shares, both to be held on the date of the class meeting for holders of domestic shares of the Company (“ Domestic Shares ”) as convened by this notice (or on such adjourned date as may be applicable);

• (ii) the approvals of State-owned Assets Supervision and Administration Commission of the State Council and State Administration of Foreign Exchange of the PRC (or their respective successor authorities) and/or (if appropriate) any other regulatory authorities as required by the laws, standards and system of the PRC being obtained by the Company; and

• (iii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company in its absolute discretion having repaid or provided guarantee in respect of such amount) pursuant to the notification procedure set out in article 28 of the articles of association (“ Articles ”) of the Company;

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REVISED NOTICE OF EGM REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

• (d) for the purpose of this special resolution, “ Relevant Period ” means the period from the passing of this special resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting following the passing of this special resolution; and

• (ii) the date on which the authority conferred by this special resolution is revoked or varied by a special resolution of the shareholders of the Company in any general meeting or by a special resolution of holders of H Shares or holders of Domestic Shares at their respective class meetings; and

• (e) subject to approval of all relevant governmental authorities in the PRC for the repurchase of such H Shares being granted, the Board be and it is hereby authorised to:

• (i) make such corresponding amendments to the Articles as it thinks fit so as to reduce the registered capital of the Company and to reflect the new capital structure of the Company upon the exercise of the authority to repurchase any H Shares of the Company as conferred under paragraph (a) above; and

• (ii) file the amended Articles with the relevant governmental authorities of the PRC.”

By the order of the Board TravelSky Technology Limited Xu Qiang Chairman

Beijing, the People’s Republic of China 12 January 2009

Registered office:

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

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REVISED NOTICE OF EGM REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

Notes:

1. The register of holders of H Shares of the Company will be closed from 30 January 2009 to 3 March 2009 (both days inclusive), during which time no transfer of H Shares will be effected. Holders of the H Shares and Domestic Shares whose names appear on the register of members of the Company at the close of business on 29 January 2009 are entitled to attend the EGM and the class meetings. Transfers of H Shares must be lodged with the branch share registrar of the Company’s in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. by 4:30 p.m. on 29 January 2009 in order to entitle the transferee to attend the EGM and the class meeting for holders of H Shares.

2. Each shareholder who is entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his or her behalf at the EGM. Each holder of H Shares who is entitled to attend and vote at the class meeting for the holders of H Shares may appoint one or more proxies to attend and vote on his or her behalf at the class meeting. Each holder of Domestic Shares who is entitled to attend and vote at such class meeting for the holders of Domestic Shares may appoint one or more proxies to attend and vote on his or her behalf at such class meeting.

3. The instrument appointing a proxy must be in writing under the hand of the appointer or his 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 that instrument 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. To be valid, for holders of Domestic Shares, the notarially certified power of attorney, or other document of authorisation, and the form of proxy or revised form of proxy must be delivered to the registered address of the Company no later than 24 hours before the time appointed for the holding of the meeting. To be valid, for holders of H shares, the above documents must be delivered to Hong Kong Registrars Limited within the same period of time. For avoidance of doubt, forms of proxy for the EGM and the class meetings which have been despatched to the shareholders by the Company together with the Company’s circular dated 8 January 2009 on 8 January 2009 and which have been properly executed and returned to the Company REMAIN VALID for the EGM and the class meetings, unless (1) the relevant shareholders elect to complete and return the revised forms of proxy, or (2) the relevant shareholders elect to attend in person and vote at the EGM and the class meetings, or (3) the relevant shareholders elect to revoke the forms of proxy that they have already completed and returned to the Company.

4. Shareholders who intend to attend the EGM and the class meetings in person or by proxy should return the revised reply slips for attending the EGM and the class meetings to the registered address of the Company on or before 11 February 2009 in person, by mail or by fax. For avoidance of doubt, shareholders who have returned to the Company the reply slips (which were despatched to the shareholders by the Company together with the Company’s circular dated 8 January 2009 on 8 January 2009) are still required to return to the Company the revised reply slips.

5. The EGM and the class meetings are expected to last for half a day. Shareholders (or their proxies) attending the EGM and the class meetings are responsible for their own transportation and accommodation expenses.

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REVISED NOTICE OF EGM REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES REVISED NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

1. Completion and return of the forms of proxy or revised forms of proxy will not preclude a member from attending and voting in person at the relevant meeting or any adjournment thereof. If such member attends the meeting(s), his form(s) of proxy or revised form(s) of proxy will be deemed to have been revoked.

2. As at the date hereof, the board of the directors of the Company comprises:

Executive Directors:

Mr Xu Qiang (Chairman) , Mr Cui Zhixiong, Mr Xiao Yinhong and Mr Zhu Xiaoxing;

Non-executive Directors:

Mr Wang Quanhua, Mr Luo Chaogeng, Mr Gong Guokui, Mr Rong Gang, Mr Sun Yongtao, Mr Liu Dejun, Mr Xia Yi and Mr Song Jian;

Independent Non-executive Directors:

Mr Yick Wing Fat, Simon, Mr Yuan Yaohui and Mr Chua Keng Kim.

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NOTICE OF EGM 2

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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

(Stock Code: 0696)

NOTICE OF EXTRAORDINARY GENERAL MEETING 2

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM 2 ”) of TravelSky Technology Limited (“ Company ”) will be held at Conference Room, 2/F, Wangfujing Grand Hotel, 57 Wangfujing Avenue, Beijing, the People’s Republic of China, at 9:30 a.m. on Tuesday, 3 March 2009 to consider and, if thought fit, pass with or without amendments, the following ordinary resolutions:

1. “ THAT the Annual Caps (as defined in the circular (“ Circular ”) of the Company dated 12 January 2009 (copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification)) for the transactions contemplated under the airline services agreement dated 5 November 2004 and entered into between the Company and Shanghai Airlines Company Limited（上海航空股份有限公司）for the ten months ending 31 October 2009 as shown in the Circular be and they are hereby approved and that the directors of the Company be and they are hereby authorised to take any step as they consider necessary, desirable or expedient in connection with such Annual Caps.”

2. “ THAT :

3. (a) the renewal of the agreement (“ Renewed Sichuan Airline Services Agreement ”) dated 14 November 2007 (a copy of which has been produced to the meeting marked “B” and signed by the chairman of the meeting for the purpose of identification) and made between the Company and Sichuan Airlines Company Limited（四川航空股份有限公司）(“ Sichuan Airlines ”) for a term of one year from 1 January 2009 to 31 December 2009 in relation to the provision of the Technology Services (as defined in the Circular) to Sichuan Airlines by the Group (as defined in the Circular) and all the transactions contemplated thereby; and

4. (b) the Annual Caps (as defined in the Circular) for the transactions contemplated under the Renewed Sichuan Airline Services Agreement for the year ending 31 December 2009 as shown in the Circular,

be and they are hereby approved and that the directors of the Company be and they are hereby authorised to take any step as they consider necessary, desirable or expedient in connection with the Renewed Sichuan Airline Services Agreement and the transactions contemplated thereby.”

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NOTICE OF EGM 2

1. “ THAT :

2. (c) the renewal of the agreement (“ Renewed Air China Airline Services Agreement ”) dated 1 December 2006 (a copy of which has been produced to the meeting marked “C” and signed by the chairman of the meeting for the purpose of identification) and made between the Company and Air China Limited（中國國際航空股份有限公司）(“ Air China ”) for a term of one year from 1 January 2009 to 31 December 2009 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; and

3. (d) the Annual Caps (as defined in the Circular) for the transactions contemplated under the Renewed Air China Airline Services Agreement for the year ending 31 December 2009 as shown in the Circular,

be and they are hereby approved and that the directors of the Company be and they are hereby authorised to take any step as they consider necessary, desirable or expedient in connection with the Renewed Air China Airline Services Agreement and the transactions contemplated thereby.”

By order of the Board TravelSky Technology Limited Xu Qiang Chairman

Beijing, the People’s Republic of China 12 January 2009

Registered office:

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

Notes:

1. The register of holders of H shares of the Company (“ H Shares ”) will be closed from 30 January 2009 to 3 March 2009 (both days inclusive), during which time no transfer of H Shares will be effected. Holders of the H Shares and domestic shares of the Company (“ Domestic Shares ”) whose names appear on the register of members of the Company at the close of business on 29 January 2009 are entitled to attend the EGM 2. Transfers of H Shares must be lodged with the branch share registrar of the Company’s in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:30 p.m. on 29 January 2009 in order to entitle the transferee to attend the EGM 2.

2. A member entitled to attend and vote at the EGM 2 is entitled to appoint one or more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company.

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NOTICE OF EGM 2

1. The instrument appointing a proxy must be in writing under the hand of the appointer or his 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 that instrument 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. To be valid, for holders of Domestic Shares, the notarially certified power of attorney, or other document of authorisation, and the form of proxy must be delivered to the registered address of the Company no later than 24 hours before the time appointed for the holding of the meeting. To be valid, for holders of H shares, the above documents must be delivered to Hong Kong Registrars Limited within the same period of time.

2. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the EGM 2 or any adjournment thereof. If such member attends the EGM 2, his form of proxy will be deemed to have been revoked.

3. Shareholders who intend to attend the EGM 2 in person or by proxy should return the reply slip for attending the EGM 2 to the registered address of the Company on or before 11 February 2009 personally or by mail or fax.

4. The EGM 2 is expected to last for half a day. Shareholders (or their proxies) attending the EGM 2 are responsible for their own transportation and accommodation expenses.

5. As at the date hereof, the board of the directors of the Company comprises:

Executive Directors: Mr Xu Qiang (Chairman) , Mr Cui Zhixiong, Mr Xiao Yinhong and Mr Zhu Xiaoxing; Non-executive Directors: Mr Wang Quanhua, Mr Luo Chaogeng, Mr Gong Guokui, Mr Rong Gang, Mr Sun Yongtao, Mr Liu Dejun, Mr Xia Yi and Mr Song Jian;

Independent Non-executive Directors: Mr Yick Wing Fat, Simon, Mr Yuan Yaohui and Mr Chua Keng Kim.

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