TravelSky Technology Limited - Proxy Solicitation & Information Statement 2010

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 or registered institution in securities, 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 registered institution in securities 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.

==> picture [418 x 52] intentionally omitted <==

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 0696)

ELECTIONS AND RE-ELECTIONS OF DIRECTORS AND SUPERVISORS AND NOTICE OF EGM

A letter from the Board is set out on pages 1 to 4 of this circular.

A notice convening the EGM to be held at Conference Room of the Company, 8/F, No. 157, Dongsi West Street, Dongcheng District, Beijing, the People’s Republic of China at 9:30 a.m. on Tuesday, 16 March 2010 is set out on pages 17 to 20 of this circular. Whether or not you intend to be present at the EGM, you are requested to complete the accompanying form 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 Ltd., at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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 PRC (in case of holders of Domestic Shares), no later than 24 hours before the time fixed for holding the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the EGM or any adjournment thereof if you so wish.

29 January 2010

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
APPENDIX — BIOGRAPHIES OF DIRECTORS AND SUPERVISORS . . . . . . . . . . . . . . .	5
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

— i —

DEFINITIONS

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

“Articles” the articles of association of the Company “Board” the board of Directors “Company” TravelSky Technology Limited, a company incorporated under the laws of the PRC whose shares are listed on the Main Board of the Stock Exchange and whose American depositary shares are traded on the over-the-counter market in the United States of America “Director(s)” the director(s) of the Company “Domestic Share(s)” domestic share(s) of RMB1.00 each in the capital of the Company

“EGM” the extraordinary general meeting of the Company to be held on Tuesday, 16 March 2010 for the purpose of approving the proposed elections and re-elections of the Directors and the Supervisors (other than staff representative Supervisors), and the notice of which is set out on pages 17 to 20 of this circular

“Group” the Company and its subsidiaries “H Share(s)” H share(s) of RMB1.00 each in the capital of the Company “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 26 January 2010, 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 “PRC” the People’s Republic of China and, for the purpose of this circular, excludes the Macao Special Administrative Region of the PRC and Hong Kong “SFO” Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

— ii —

DEFINITIONS

“Shareholder(s)”	the shareholder(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supervisor(s)”	the supervisor(s) of the Company
“Supervisory Committee”	the supervisory committee of the Company

— iii —

LETTER FROM THE BOARD

==> picture [418 x 52] intentionally omitted <==

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 0696)

Directors: Xu Qiang (Chairman) Cui Zhixiong Xiao Yinhong Wang Quanhua[#] Luo Chaogeng[#] Cao Guangfu[#] 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

29 January 2010

To the Shareholders

Dear Sir/Madam

ELECTIONS AND RE-ELECTIONS OF DIRECTORS AND SUPERVISORS

AND NOTICE OF EGM

1. INTRODUCTION

The Directors propose to seek the Shareholders’ approval for the elections and re-elections of the members of the fourth Board and the fourth Supervisory Committee (other than staff representative Supervisors) at the EGM.

The purpose of this circular is to provide you with, among other things, details relating to (i) the proposed elections and re-elections of members of the fourth Board and the fourth Supervisory Committee; and (ii) a notice of the EGM.

— 1 —

LETTER FROM THE BOARD

2. PROPOSED ELECTIONS AND RE-ELECTIONS OF MEMBERS OF THE FOURTH BOARD AND SUPERVISORY COMMITTEE

Under the Articles, the election of a Director or Supervisor (other than staff representative Supervisors) requires the approval by Shareholders and shall commence on the date of his/her election. Ordinary resolutions will be proposed at the EGM for Shareholders to consider and, if think fit, approve the election or re-election of the following candidates as members of the fourth Board or the fourth Supervisory Committee (as the case may be), each for a term of three years with effect from the conclusion of the EGM:

FOURTH BOARD

Type of Director

Proposal

Executive Directors:

(a) the re-election of Xu Qiang
(b) the re-election of Cui Zhixiong
(c) the re-election of Xiao Yinhong

Non-executive Directors:

(d) the re-election of Wang Quanhua
(e) the re-election of Luo Chaogeng
(f) the election of Sun Yude

Independent non-executive Directors:

(g) the election of Cheung Yuk Ming
(h) the election of Zhou Deqiang
(i) the election of Pan Chongyi

FOURTH SUPERVISORY COMMITTEE

Type of Supervisor

Proposal

Shareholder representative Supervisors:

(j) the election of Zeng Yiwei;

Independent Supervisor:

(k) the re-election of Yu Yanbing (l) the re-election of Rao Geping

— 2 —

LETTER FROM THE BOARD

Pursuant to the laws and regulations of the PRC and the Articles, the staff representative Supervisors should be elected at the relevant staff representative meeting of the Company. It was resolved at the staff representative meeting of the Company held on 22 October 2009 that Li Shaojun and Xiao Wei shall assume the office of staff representative supervisors of the fourth Supervisory Committee, with a term of three years with effect from the conclusion of the EGM.

Details of each of the above candidates are set out in Appendix to this circular.

The Company will enter into service contracts with the elected directors of the fourth Board and supervisors of the fourth Supervisory Committee. The remuneration of the elected directors and supervisors will be determined by the Board with reference to, among other things, (i) the prevailing market price; (ii) their respective job duties; and (iii) their working experience.

The terms of the members of the third Board and the third Supervisory Committee have expired on 8 January 2010 but, according to the Company Law of the PRC and the Articles, each member will continue to assume his/her office as a Director or Supervisor (as the case may be) until upon the election of the relevant new Director or Supervisor (as the case may be).

3. THE EGM

The EGM will be held at Conference Room of the Company, 8/F, No. 157, Dongsi West Street, Dongcheng District, Beijing, the PRC at 9:30 a.m. on Tuesday, 16 March 2010 to consider and, if thought fit, approve the proposed elections and re-elections of the Directors and the Supervisors. Notice of the EGM is set out on pages 17 to 20 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you intend to be present at the EGM, you are requested to complete the form 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 Ltd., at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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 PRC (in case of holders of Domestic Shares), no later than 24 hours before the time fixed for holding the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the EGM or any adjournment thereof if you so wish.

— 3 —

LETTER FROM THE BOARD

4. VOTING AT THE EGM

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the EGM must be taken by poll. The Chairman of the EGM will demand a poll for the resolutions to be proposed at the EGM in accordance with the Articles.

The results of the voting will be announced in accordance with Rule 2.07C of the Listing Rules after the EGM.

5. RECOMMENDATIONS

The Board considers that the ordinary resolutions to approve the proposed elections and re-elections of Directors, shareholder representative Supervisors and independent Supervisors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of such resolutions at the EGM.

6. GENERAL

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

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

— 4 —

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

APPENDIX

DIRECTORS

Executive Directors

Mr Xu Qiang , the Chairman and an executive Director of the Company. Mr Xu, born in 1962, graduated from First Research Institute of Ministry of Aviation and Aerospace Industry (航空航天部第一研究院) and got Ph.D. Degree. From November 1990 to May 1999, Mr Xu served at the Ministry of Aero-Space Industry (航空航天部), China Aerospace Industry Corporation (中國航天工業總公司) as engineer, vice-director and director of research office as well as vice director and director of 13th Institute in succession. From May 1999 to May 2007, Mr Xu served at China Aerospace Science and Technology Corporation (中國航天科技集團公司), held the position of assistant to president and vice president of First Research Institute (第一研究院), president of 10th Research Institute (第十研究院) and general engineer of China Aerospace Science and Technology Corporation. Mr Xu served as general manager and deputy party secretary of China TravelSky Holding Company (中國民航信息集團公司) since May 2007. Mr Xu served as an executive Director and Chairman of the third Board of the Company since May 2008. From August 2008, Mr Xu served as the deputy secretary of the Communist Party Committee of the Company. Mr Xu is holding positions as the chairman of TravelSky Technology (Hong Kong) Limited (中國民航信息網絡股份(香港)有限公司) and the chairman of Shanghai TravelSky Information Technology Limited (上海民航信息科技有限公司), and director of Travelsky Cares (Beijing) Real Estate Co. Limited (中航信凱亞(北京)置業有限公司) the subsidiaries of the Company.

As at the Latest Practicable Date, save as disclosed above:

(1) if re-elected, Mr Xu will enter into a service contract with the Company for a term of three years. Mr Xu’s emoluments will be determined by the Board as authorised at the EGM with reference to the prevailing market price, his job duties and working experience;
(2) Mr Xu does not hold any position with the Company and other members of the Group and did not hold any directorship in other listed companies in the past three years preceding the Latest Practicable Date;
(3) Mr Xu has no relationship with any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; and
(4) Mr Xu does not have any interests in the shares, underlying shares and debentures in the Company and associated corporation within the meaning of Part XV of the SFO.

Mr Cui Zhixiong , an executive Director of the Company. Mr Cui, born in 1960, a postgraduate graduated from the Party School of the Central Committee of the CPC (中央黨校) as a major of Global Economics. From December 1976 to September 1989, he served as an army officer. From September 1989 to February 1993, he worked in the Government Offices Administration of the State Council (國務院機關事務管理局) and had held positions as an deputy supervisor, deputy secretary and secretary of the State Organs of the CPC. From February 1993 to April 2004, he worked in the Communist Youth League Work Committee of the State Organs of the CPC (共青團中央國家機關工作委員會) and had served as deputy secretary and secretary. In June 2000, he served as the Chairman of the State Organs

— 5 —

APPENDIX

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

Youth Federation of the CPC (中央國家機關青年聯合會). Meanwhile, from November 2001 to October 2003, he served as Deputy Secretary-General of Gansu Provincial Committee and Deputy Secretary of Municipal Committee of Jiayuguan, Gansu Province. Since April 2004, he has served as the party secretary of China TravelSky Holding Company (中國民航信息集團公司) and deputy general manager of China TravelSky Holding Company from April 2004 to June 2008. Since August 2008, he has been the Deputy Party Secretary of the Company. Since October 2008, Mr Cui served as an executive Director of the third Board of the Company.

As at the Latest Practicable Date, save as disclosed above:

(1) if re-elected, Mr Cui will enter into a service contract with the Company for a term of three years. Mr Cui’s emoluments will be determined by the Board as authorised at the EGM with reference to the prevailing market price, his job duties and working experience;
(2) Mr Cui does not hold any position with the Company and other members of the Group and did not hold any directorship in other listed companies in the past three years preceding the Latest Practicable Date;
(3) Mr Cui has no relationship with any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; and
(4) Mr Cui does not have any interests in the shares, underlying shares and debentures in the Company and associated corporation within the meaning of Part XV of the SFO.

Mr Xiao Yinhong , an executive Director and the general manager of the Company. Mr Xiao, born in 1962, was awarded a Master Degree of Beihang University (北京航空航天大學) and was a senior engineer with over 20 years of management experience in the aviation industry of the PRC. From July 1984 to October 2000, Mr Xiao had consecutively held positions such as the deputy director of Application Office (應用室), director of Information Office (信息室), assistant to general manager and deputy general manager of Civil Aviation Computer Information Center（中國民航計算機信息中心）. Mr Xiao served as an executive Director of the first Board of the Company from October 2000 to December 2003. From October 2000 to August 2008, Mr Xiao had served as a deputy general manager of the Company and has served as the general manager of the Company since August 2008. Since October 2008, Mr Xiao served as the executive Director of the third Board of the Company. Mr Xiao is also the Chairman of InfoSky Technology Co., Ltd. (天信達信息技術有限公司), the chairman of Guangzhou TravelSky Information Technology Limited (廣州民航信息技術有限公司), the chairman of Civil Aviation Cares of Qingdao Ltd. (青島民航凱亞系統集成有限公司), the director of Shanghai TravelSky Information Technology Limited (上海民航信息科技公司) and the director of TravelSky Technology (Hong Kong) Limited (中國民航信息網絡股份(香港)有限公司), all of which are subsidiaries of the Company.

— 6 —

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

APPENDIX

As at the Latest Practicable Date, save as disclosed above:

(1) if re-elected, Mr Xiao will enter into a service contract with the Company for a term of three years. Mr Xiao’s emoluments will be determined by the Board as authorised at the EGM with reference to the prevailing market price, his job duties and working experience;
(2) Mr Xiao does not hold any position with the Company and other members of the Group and did not hold any directorship in other listed companies in the past three years preceding the Latest Practicable Date;
(3) Mr Xiao has no relationship with any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; and
(4) Mr Xiao does not have any interests in the shares, underlying shares and debentures in the Company and associated corporation within the meaning of Part XV of the SFO.

Save as disclosed above, in relation to the proposed re-election of the above proposed executive Directors of the fourth Board, there are no other matters which need to be brought to the attention of Shareholders and there is no other information required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

Non-Executive Directors

Mr Wang Quanhua , a non-executive Director of the Company. Mr Wang, born in 1954, is a university graduate and has about 30 years of management experience in China’s civil aviation industry. He joined China Southern Airlines Company Limited in June 1991. Since June 1998, he had served as the General Manager of the Strategic Planning and Development Department, and then as the Assistant to the President and the Vice President of China Southern Air Holding Company, a promoter of the Company. He has been the Deputy General Manager of China Southern Air Holding Company since October 2002 and a director of China Southern Airlines Company Limited, a company listed on the Main Board of the Stock Exchange and a subsidiary of China Southern Air Holding Company since March 2003. Since December 2003, Mr Wang has served as a non-executive Director and a Vice Chairman of the second Board. In March 2004, Mr Wang was appointed by the Board as a member of the Strategic Committee of the second Board and the Remuneration and Evaluation Committee. Since January 2007, Mr Wang has been re-appointed as a non-executive Director of the Company’s third Board and a member of the Strategic Committee and the Remuneration and Evaluation Committee. From January 2007 to March 2009, Mr Wang served as the Vice Chairman of the third Board of the Company. As at the Latest Practicable Date, China Southern Air Holding Company 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, and Mr Wang was an employee of China Southern Air Holding Company.

— 7 —

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

APPENDIX

As at the Latest Practicable Date, save as disclosed above:

(1) if re-elected, Mr Wang will enter into a service contract with the Company for a term of three years. Mr Wang’s emoluments will be determined by the Board as authorised at the EGM with reference to the prevailing market price, his job duties and working experience;
(2) Mr Wang does not hold any position with the Company and other members of the Group and did not hold any directorship in other listed companies in the past three years preceding the Latest Practicable Date;
(3) Mr Wang has no relationship with any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; and
(4) Mr Wang does not have any interests in the shares, underlying shares and debentures in the Company and associated corporation within the meaning of Part XV of the SFO.

Mr Luo Chaogeng , a non-executive Director of the Company. Mr Luo, born in 1950, joined the civil aviation industry in 1970. Mr Luo has obtained first class competency in flight mechanics. Mr Luo was a flight mechanic of the instructing team of the Lanzhou Civil Aviation Administration Bureau (民航蘭州管理局) from August 1970 to August 1972. From September 1972 to March 1989, he was the flight mechanic of the 8th Civil Aviation Flight Team (民航第八飛行大隊). From March 1989 to August 1994, he was the deputy commissar, commissar and party secretary of the Xian Flight Team of China Northwest Airlines Co., Ltd. (中國西北航空公司). From August 1994 to October 1996, he was the party secretary of the aircraft maintenance plant of China Northwest Airlines Co., Ltd. From October 1996 to March 1997, he was the party secretary and deputy general manager of the aircraft maintenance base of China Northwest Airlines Co., Ltd. From March 1997 to December 2000, he was the deputy director of the Civil Aviation Administration Bureau of China Northwest Airlines Co., Ltd. From December 2000 to November 2001, he was the general manager of Yunnan Airlines Co., Ltd. (雲南航空公司) and a director and the deputy party secretary of Civil Aviation Administration Bureau of Yunan (民航雲南省管理局). From November 2001 to September 2002, he was the general manager and deputy party secretary of Yunnan Airlines Co., Ltd. From September 2002 to September 2004, he has also been serving concurrently as the general manager of China Eastern Airlines, Yunnan Branch (中國東方航空雲南公司). From September 2004 to October 2006, Mr Luo was a director, the General Manager and the deputy party secretary of China Eastern Airlines Corporation Limited (中國東方航空股份有限公司), a company listed on the Main Board of the Stock Exchange and a subsidiary of China Eastern Air Holding Company (中國東方航空集團公司) which is a promoter and a substantial shareholder of the Company. From September 2002 to the present, Mr Luo has been the Vice President and a party constitution member of China Eastern Air Holding Company. From June 2007 to March 2009, Mr Luo served as a Vice Chairman of the Company’s third Board and the Chief Member (Chairman) of the Strategic Committee. Since June 2007, Mr Luo served as a non-executive Director of the third Board of the Company and the Chief Member of the Strategic Committee. As at the Latest Practicable Date, China Eastern Air Holding Company 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, and Mr Luo was an employee of China Eastern Air Holding Company.

— 8 —

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

APPENDIX

As at the Latest Practicable Date, save as disclosed above:

(1) if re-elected, Mr Luo will enter into a service contract with the Company for a term of three years. Mr Luo’s emoluments will be determined by the Board as authorised at the EGM with reference to the prevailing market price, his job duties and working experience;
(2) Mr Luo does not hold any position with the Company and other members of the Group and did not hold any directorship in other listed companies in the past three years preceding the Latest Practicable Date;
(3) Mr Luo has no relationship with any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; and
(4) Mr Luo does not have any interests in the shares, underlying shares and debentures in the Company and associated corporation within the meaning of Part XV of the SFO.

Mr Sun Yude , born in 1954, graduated from China Civil Aviation Institute (中國民航學院) (currently known as Civil Aviation University of China (中國民航大學)) majoring in economic management. He started his career in China’s civil aviation industry in 1972 and served as the Deputy Head of CAAC Taiyuan Terminal and Head of Ningbo Terminal, as well as General Manager of CNAC Zhejiang Airlines (中航浙江航空公司). In October 2002, Mr Sun joined Air China International Corporation (中國國際航空公司) as Vice President and General Manager of Zhejiang branch, and has been serving as Vice President of Air China Limited (中國國際航空股份有限公司) is listed on the Main Board of the Stock Exchange, and is the promotor of the Company and the subsidiary of China National Aviation Holding Company, the major shareholder of the Company; (stock code: 0753 (HKSE); 601111 (Shanghai Stock Exchange); AIRC (London Stock Exchange)) since September 2004. Mr Sun has been serving as Chairman of Shandong Aviation Group (山東航空集團有限公司) since November 2004, as well as President and the deputy party secretary since December 2005. He was appointed as deputy General Manager and a party constitution member of China National Aviation Holding Company (中國航空集團公司) in May 2009. As at the Latest Practicable Date, China Eastern Air Holding Company 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, and Mr Sun was an employee of China Eastern Air Holding Company.

As at the Latest Practicable Date, save as disclosed above:

(1) if elected, Mr Sun will enter into a service contract with the Company for a term of three years. Mr Sun’s emoluments will be determined by the Board as authorised at the EGM with reference to the prevailing market price, his job duties and working experience;
(2) Mr Sun does not hold any position with the Company and other members of the Group and did not hold any directorship in other listed companies in the past three years preceding the Latest Practicable Date;
(3) Mr Sun has no relationship with any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; and

— 9 —

APPENDIX

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

(4) Mr Sun does not have any interests in the shares, underlying shares and debentures in the Company and associated corporation within the meaning of Part XV of the SFO.

Save as disclosed above, in relation to the proposed re-election and election of the above proposed non-executive Directors of the fourth Board, there are no other matters which need to be brought to the attention of Shareholders and there is no other information required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

Independent Non-Executive Directors

Mr Cheung Yukming , born in 1953, is a certified public accountant registered in Hong Kong and a fellow of the Hong Kong Institute of Certified Public Accountants (香港會計師公會), a member of the Hong Kong Institute of Bankers (香港銀行學會), a member of the Institute of Internal Auditors of the United States, a member of the Alliance of Merger and Acquisition Advisors (Chicago, the United States), an associate of The Institute of Chartered Accountants in England and Wales and a member of the Hong Kong Securities Institute (香港證劵專業學會). He obtained a Master’s degree in business administration from the University of East Asia, Macau (澳門東亞大學) in 1987. Prior to June 2009, Mr Cheung had served as assistant auditor and senior accountant at PriceWaterhouse, and was a partner of Lau, Cheung, Fung & Chan. Since January 2005, he has been an executive director of Lawrence CPA Limited. Mr Cheung was appointed as an independent non-executive Director of Metallurgical Corporation of China Ltd. (中國冶金科工股份有限公司) (HKSE stock code:1618) in June 2009.

As at the Latest Practicable Date, save as disclosed above:

(1) if elected, Mr Cheung will enter into a service contract with the Company for a term of three years. Mr Cheung’s emoluments will be determined by the Board as authorised at the EGM with reference to the prevailing market price, his job duties and working experience;
(2) Mr Cheung does not hold any position with the Company and other members of the Group and did not hold any directorship in other listed companies in the past three years preceding the Latest Practicable Date;
(3) Mr Cheung has no relationship with any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; and
(4) Mr Cheung does not have any interests in the shares, underlying shares and debentures in the Company and associated corporation within the meaning of Part XV of the SFO.

— 10 —

APPENDIX

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

Mr Zhou Deqiang , born in 1941, is a professor-level Senior Engineer. He graduated from Nanjing Institute of Posts and Telecommunications (南京郵電學院). Mr Zhou served as Director General of Anhui Post and Telecommunications Administration (安徽省郵電管理局) from September 1984 to October 1994, and Vice Minister of the Ministry of Information Industry, or MII, and its predecessor ministry, the Ministry of Posts and Telecommunications, or MPT from October 1994 to April 2000. He served as President of China Telecommunications Corporation from April 2000 to November 2004, and Chairman of the Board of Directors and CEO of China Telecom Corporation Limited (中國電信股份有限公司) (HKSE stock code: 0728) from September 2002 to December 2004. Mr Zhou was a member of CPPCC and the Economics Committee of CPPCC from March 2003 to March 2008. He is now Chairman of China Institute of Communications (中國通信學會), Honorary Chairman of Association of Communications Across Taiwan Straits (海峽兩岸通信交流協會), an external director of China Shenhua Group (中國神華集團公司) and an independent director of China PTAC Communications Services Co., Ltd. (中郵普泰通信服務股份有限公司).

As at the Latest Practicable Date, save as disclosed above:

(1) if elected, Mr Zhou will enter into a service contract with the Company for a term of three years. Mr Zhou’s emoluments will be determined by the Board as authorised at the EGM with reference to the prevailing market price, his job duties and working experience;
(2) Mr Zhou does not hold any position with the Company and other members of the Group and did not hold any directorship in other listed companies in the past three years preceding the Latest Practicable Date;
(3) Mr Zhou has no relationship with any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; and
(4) Mr Zhou does not have any interests in the shares, underlying shares and debentures in the Company and associated corporation within the meaning of Part XV of the SFO.

Mr Pan Chongyi , born in 1945, is a professor-level Senior Engineer. Mr Pan graduated from University of Shanghai for Science and Technology (上海理工大學). Mr Pan served as vice factory director of Harbin Turbine Company (哈爾濱汽輪機廠), Director of the Light Industry Bureau of Harbin (哈爾濱市輕工業局) and deputy general manager of HPEGC (哈爾濱電站設備集團公司) from December 1968 to October 1994. He served as vice chairman and general manager of Harbin Power Equipment Company Limited (哈爾濱動力設備股份有限公司) (HKSE stock code:1133) from October 1994 to April 1997. Mr Pan served as deputy general manager of China National Machinery Industry Corporation (中國機械工業集團公司) and general manager of China National Electric Equipment Corporation (中國電工設備總公司) from April 1997 to August 2005. From 2005 to now, Mr Pan was Chairman of China Perfect Machinery Industry Corp., Ltd. (中國浦發機械工業股份有限公司), an external director of China Railway Communication Co. Ltd. (中國鐵通集團公司) and an external director of China National Real Estate Group Corporation (中國房地產集團公司).

— 11 —

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

APPENDIX

As at the Latest Practicable Date, save as disclosed above:

(1) if elected, Mr Pan will enter into a service contract with the Company for a term of three years. Mr Pan’s emoluments will be determined by the Board as authorised at the EGM with reference to the prevailing market price, his job duties and working experience;
(2) Mr Pan does not hold any position with the Company and other members of the Group and did not hold any directorship in other listed companies in the past three years preceding the Latest Practicable Date;
(3) Mr Pan has no relationship with any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; and
(4) Mr Pan does not have any interests in the shares, underlying shares and debentures in the Company and associated corporation within the meaning of Part XV of the SFO.

Save as disclosed above, in relation to the proposed election of the above proposed independent non-executive Directors of the fourth Board, there are no other matters which need to be brought to the attention of Shareholders and there is no other information required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

SUPERVISORS

Shareholder Representative Supervisors

Ms Zeng Yiwei , born in 1971, graduated from Xiamen University with a master’s degree. Ms Zen has being working as the deputy manager and manager of the Finance Division of the Finance and Accounting Department of Xiamen Airlines Ltd. (廈門航空有限公司) since 1993, she was promoted to the position of and has been the deputy general manager of the Finance and Accounting Department of Xiamen Airlines Ltd. since April 2004 till now.

As at the Latest Practicable Date, save as disclosed above:

(1) if elected, Ms Zeng will enter into a service contract with the Company for a term of three years. Ms Zeng’s emoluments will be determined by the Board as authorised at the EGM with reference to the prevailing market price, her job duties and working experience;
(2) Ms Zeng does not hold any position with the Company and other members of the Group and did not hold any directorship in other listed companies in the past three years preceding the Latest Practicable Date;

— 12 —

APPENDIX

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

(3) Ms Zeng has no relationship with any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; and
(4) Ms Zeng does not have any interests in the shares, underlying shares and debentures in the Company and associated corporation within the meaning of Part XV of the SFO.

Mr Yu Yanbing , born in 1977, graduated from Civil Aviation College of China (currently known as “Civil Aviation University of China” (中國民航大學)), majoring in computer science. Mr Yu joined the Computer Centre of Hainan Airlines Company Limited (海南航空股份有限公司), a promoter of the Company, after graduation. Since May 2000, he has worked in HNA Systems Company Limited (海南海航航空信息系統有限公司). From July 2004 to September 2007, he was the deputy general manager of HNA Systems Company Limited. From September 2007 to January 2010, Mr Yu has served as the General Manager of the IT Strategy & Management of HNA Group Company Limited (海航集團有限公司) as well as the Chairman and CEO of HNA Systems Company Limited. Starting from October 2007, Mr Yu has also served as the Chairman of Hainan Baicheng Systems Company Limited (海南百成信息系統有限公司). From January 2008 to January 2010, Mr Yu has worked as the assistant to Chief Executive Officer of HNA Group Company Limited. Since January 2010, Mr Yu has worked as the vice president and Chief Information Officer of HNA Tourism Holding (Group) Company Limited (海航旅業控股（集團）有限公司). Since January 2007, Mr Yu has served as a Supervisor of the third Supervisory Committee.

As at the Latest Practicable Date, save as disclosed above:

(1) if re-elected, Mr Yu will enter into a service contract with the Company for a term of three years. Mr Yu’s emoluments will be determined by the Board as authorised at the EGM with reference to the prevailing market price, his job duties and working experience;
(2) Mr Yu does not hold any position with the Company and other members of the Group and did not hold any directorship in other listed companies in the past three years preceding the Latest Practicable Date;
(3) Mr Yu has no relationship with any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; and
(4) Mr Yu does not have any interests in the shares, underlying shares and debentures in the Company and associated corporation within the meaning of Part XV of the SFO.

Save as disclosed above, in relation to the proposed re-election and election of the above proposed shareholder representative Supervisors of the fourth Supervisory Committee, there are no other matters which need to be brought to the attention of Shareholders and there is no other information required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

— 13 —

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

APPENDIX

Independent Supervisor

Mr Rao Geping , born in 1948, is a professor and doctorate tutor of the law school of Peking University (北京大學), the head of the Institute of International Law of Peking University, the Head of Hong Kong, Macau and Taiwan Law Research Center in Peking University, Vice President of Chinese Society of International Law and a member of the Committee for the Basic Law of Hong Kong Special Administrative Region of the Standing Committee of the National People’s Congress of the PRC. He is also a part-time professor in a number of universities in China including Wuhan University (武漢大學), China Foreign Affairs University (外交學院) and East China University of Politics and Law (華東政法大學). Mr Rao specializes in areas such as laws of Hong Kong, Macau and Taiwan as well as international law, etc. Mr Rao also served as an independent director of Super Shine Co., Ltd. (廣西陽光股份有限公司), which is listed on the Shenzhen Stock Exchange. Since December 2003, Mr Rao has served as an independent Supervisor of the second Supervisory Committee, and was re-appointed an independent Supervisor of the third Supervisory Committee in January 2007.

As at the Latest Practicable Date, save as disclosed above:

(1) if re-elected, Mr Rao will enter into a service contract with the Company for a term of three years. Mr Rao’s emoluments will be determined by the Board as authorised at the EGM with reference to the prevailing market price, his job duties and working experience;
(2) Mr Rao does not hold any position with the Company and other members of the Group and did not hold any directorship in other listed companies in the past three years preceding the Latest Practicable Date;
(3) Mr Rao has no relationship with any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; and
(4) Mr Rao does not have any interests in the shares, underlying shares and debentures in the Company and associated corporation within the meaning of Part XV of the SFO.

Save as disclosed above, in relation to the proposed re-election the above proposed independent Supervisor of the fourth Supervisory Committee, there are no other matters which need to be brought to the attention of Shareholders and there is no other information required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

— 14 —

APPENDIX

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

Staff Representative Supervisors

Ms Li Xiaojun , born in 1956, is a senior economist. She graduated from People’s University of China (中國人民大學) and has over 20 years of management experience in China’s civil aviation industry. From March 1983 to May 1988, Ms Li worked in the Planning Department of the Beijing Bureau of General Administration of Civil Aviation of China (中國民用航空總局北京管理局計劃處). From May 1988 to December 1997, she held the positions of the Deputy Head and then the Head of the Planning Department of Air China Limited (中國國際航空公司). Ms Li was the Head of Enterprise & Institute Personnel Division of Personnel and Education Department of General Administration of Civil Aviation of China (中國民用航空總局人事教育司企業人事處) from December 1997 to August 2000. From October 2000 to August 2004, she had been a Director, the Deputy General Manager and Deputy Party Secretary of the Company. She has also been the Deputy Party Secretary and Secretary of the Disciplinary Committee of China TravelSky Holding Company (中國民航信息集團公司), a promoter of the Company, since September 2002. Since August 2008, she has served as the Deputy Party Secretary of the Company and Secretary of the Disciplinary Committee. She was an executive Director of the first Board. Since December 2003, Ms Li has served as a Supervisor and the Chairperson of the second Supervisory Committee, and was re-appointed as a Supervisor and the Chairperson of the third Supervisory Committee in January 2007.

As at the Latest Practicable Date, save as disclosed above:

(1) Ms Li will enter into a service contract with the Company for a term of three years. Ms Li’s emoluments will be determined by the Board as authorised at the EGM with reference to the prevailing market price, her job duties and working experience;
(2) Ms Li does not hold any position with the Company and other members of the Group and did not hold any directorship in other listed companies in the past three years preceding the Latest Practicable Date;
(3) Ms Li has no relationship with any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; and
(4) Ms Li does not have any interests in the shares, underlying shares and debentures in the Company and associated corporation within the meaning of Part XV of the SFO.

Mr Xiao Wei , born in 1970, graduated from Beihang University (北京航空航天大學) with a master’s degree in engineering. Mr Xiao joined CAAC Computer Information Center (中國民航計算機信息中心), a promoter of the Company, in July 1995. From October 2000 to October 2008, Mr Xiao served as an engineer of the Networking Department and Director of the Community Union Working Department of the Company, and general manager of Shenyang Civil Aviation Cares of Northeast China Ltd. (瀋陽民航東北凱亞有限公司), subsidiary of the Company. Mr Xiao has been working as Office Manager to Discipline Committee of the Company since October 2008.

— 15 —

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

APPENDIX

As at the Latest Practicable Date, save as disclosed above:

(1) Mr Xiao will enter into a service contract with the Company for a term of three years. Mr Xiao’s emoluments will be determined by the Board as authorised at the EGM with reference to the prevailing market price, his job duties and working experience;
(2) Mr Xiao does not hold any position with the Company and other members of the Group and did not hold any directorship in other listed companies in the past three years preceding the Latest Practicable Date;
(3) Mr Xiao has no relationship with any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; and
(4) Mr Xiao does not have any interests in the shares, underlying shares and debentures in the Company and associated corporation within the meaning of Part XV of the SFO.

Save as disclosed above, in relation to the above staff representative Supervisors of the fourth Supervisory Committee, there are no other matters which need to be brought to the attention of Shareholders and there is no other information required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

— 16 —

NOTICE OF EGM

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 [418 x 52] intentionally omitted <==

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 0696)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of TravelSky Technology Limited (“ Company ”) will be held at Conference Room of the Company, 8/F, No. 157, Dongsi West Street, Dongcheng District, Beijing, the People’s Republic of China, at 9:30 a.m. on Tuesday, 16 March 2010 to consider and, if thought fit, pass with or without amendments, the following ordinary resolutions:

“ THAT :
(a) the re-election of Mr Xu Qiang as an executive director for a term of three years with effect from the conclusion of the EGM be and is hereby approved, and that the Board be and is hereby authorised on behalf of the Company to execute necessary documents including the service contract with such elected director and determine his remuneration;
(b) the re-election of Mr Cui Zhixiong as an executive director for a term of three years with effect from the conclusion of the EGM be and is hereby approved, and that the Board be and is hereby authorised on behalf of the Company to execute necessary documents including the service contract with the such elected director and determine his remuneration;
(c) the re-election of Mr Xiao Yinhong as an executive director for a term of three years with effect from the conclusion of the EGM be and is hereby approved, and that the Board be and is hereby authorised on behalf of the Company to execute necessary documents including the service contract with such elected director and determine his remuneration;
(d) the re-election of Mr Wang Quanhua as a non-executive director for a term of three years with effect from the conclusion of the EGM be and is hereby approved, and that the Board be and is hereby authorised on behalf of the Company to execute necessary documents including the service contract with such elected director and determine his remuneration;

— 17 —

NOTICE OF EGM

(e) the re-election of Mr Luo Chaogeng as a non-executive director for a term of three years with effect from the conclusion of the EGM be and is hereby approved, and that the Board be and is hereby authorised on behalf of the Company to execute necessary documents including the service contract with such elected director and determine his remuneration;
(f) the election of Mr Sun Yude as a non-executive director for a term of three years with effect from the conclusion of the EGM be and is hereby approved, and that the Board be and is hereby authorised on behalf of the Company to execute necessary documents including the service contract with such elected director and determine his remuneration;
(g) the election of Mr Cheung Yuk Ming as an independent non-executive director for a term of three years with effect from the conclusion of the EGM be and is hereby approved, and that the Board be and is hereby authorised on behalf of the Company to execute necessary documents including the service contract with such elected director and determine his remuneration;
(h) the election of Mr Zhou Deqiang as an independent non-executive director for a term of three years with effect from the conclusion of the EGM be and is hereby approved, and that the Board be and is hereby authorised on behalf of the Company to execute necessary documents including the service contract with such elected director and determine his remuneration; and
(i) the election of Mr Pan Chongyi as an independent non-executive director for a term of three years with effect from the conclusion of the EGM be and is hereby approved, and that the Board be and is hereby authorised on behalf of the Company to execute necessary documents including the service contract with such elected director and determine his remuneration.”
“ THAT :
(a) the election of Ms Zeng Yiwei as a shareholder representative supervisor for a term of three years with effect from the conclusion of the EGM be and is hereby approved, and that the Board be and is hereby authorised on behalf of the Company to execute necessary documents including the service contract with such elected supervisor and determine her remuneration;
(b) the re-election of Mr Yu Yanbing as a shareholder representative supervisor for a term of three years with effect from the conclusion of the EGM be and is hereby approved, and that the Board be and is hereby authorised on behalf of the Company to execute necessary documents including the service contract with such elected supervisor and determine his remuneration; and

— 18 —

NOTICE OF EGM

(c) the re-election of Mr Rao Geping as an independent supervisor for a term of three years with effect from the conclusion of the EGM be and is hereby approved, and that the Board be and is hereby authorised on behalf of the Company to execute necessary documents including the service contract with such elected supervisor and determine his remuneration.”

By order of the Board TravelSky Technology Limited Xu Qiang Chairman

Beijing, the People’s Republic of China 29 January 2010

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:

The register of holders of H shares of the Company (“ H Shares ”) will be closed from 14 February 2010 to 16 March 2010 (both days inclusive), during which time no transfer of H Shares will be effected. Holders of 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 12 February 2010 are entitled to attend the EGM. Transfers of H Shares must be lodged with the branch share registrar of the Company in Hong Kong, Hong Kong Registrars Ltd., at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:30 p.m. on 12 February 2010 in order to entitle the transferee to attend the EGM.
A member entitled to attend and vote at the EGM 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.
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 Ltd. within the same period of time.

— 19 —

NOTICE OF EGM

Completion and return of the form of proxy will not preclude a member from attending and voting in person at the EGM or any adjournment thereof. If such member attends the EGM, his form of proxy will be deemed to have been revoked.
Shareholders who intend to attend the EGM in person or by proxy should return the reply slip for attending the EGM to the registered address of the Company on or before 23 February 2010 personally or by mail or fax.
The EGM is expected to last for half a day. Shareholders (or their proxies) attending the EGM are responsible for their own transportation and accommodation expenses.
In respect of resolution no. 1, see the Appendix to the circular of the Company dated 29 January 2010 for biographies of the proposed directors.
In respect of resolution no. 2, see the Appendix to the circular of the Company dated 29 January 2010 for biographies of the proposed supervisors.
As at the date hereof, the board of the directors of the Company comprises:

Executive directors: Mr Xu Qiang (Chairman), Mr Cui Zhixiong and Mr Xiao Yinhong; Non-executive directors: Mr Wang Quanhua, Mr Luo Chaogeng and Mr Cao Guangfu; Independent non-executive directors: Mr Yick Wing Fat, Simon, Mr Yuan Yaohui and Mr Chua Keng Kim.

— 20 —

AI assistant

TravelSky Technology Limited — Proxy Solicitation & Information Statement 2010

49402_rns_2010-01-28_c004ec46-01fe-4039-b78f-90d55906861d.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

ELECTIONS AND RE-ELECTIONS OF DIRECTORS AND SUPERVISORS AND NOTICE OF EGM

CONTENTS

DEFINITIONS

DEFINITIONS

ELECTIONS AND RE-ELECTIONS OF DIRECTORS AND SUPERVISORS

AND NOTICE OF EGM

1. INTRODUCTION

LETTER FROM THE BOARD

2. PROPOSED ELECTIONS AND RE-ELECTIONS OF MEMBERS OF THE FOURTH BOARD AND SUPERVISORY COMMITTEE

FOURTH BOARD

Type of Director

Proposal

FOURTH SUPERVISORY COMMITTEE

Type of Supervisor

Proposal

LETTER FROM THE BOARD

3. THE EGM

LETTER FROM THE BOARD

4. VOTING AT THE EGM

5. RECOMMENDATIONS

6. GENERAL

DIRECTORS

Executive Directors

APPENDIX

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

Non-Executive Directors

APPENDIX

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

Independent Non-Executive Directors

APPENDIX

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

SUPERVISORS

Shareholder Representative Supervisors

APPENDIX

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

Independent Supervisor

BIOGRAPHIES OF DIRECTORS AND SUPERVISORS

Staff Representative Supervisors

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE OF EGM

NOTICE OF EGM

Notes:

NOTICE OF EGM

More from TravelSky Technology Limited

TravelSky Technology Limited Proxy Solicitation & Information Statement 2010