TravelSky Technology Limited — Proxy Solicitation & Information Statement 2025

Nov 26, 2025

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.

中國民航信息網絡股份有限公司

TravelSky Technology Limited

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

(Stock Code: 00696)

(1) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR; AND

(2) NOTICE OF EGM

A notice convening the EGM to be held at the conference room of Headquarters Building, TravelSky High-tech Industrial Park, Shunyi District, Beijing, the PRC at 9:30 a.m. on Thursday, 18 December 2025, is set out on pages 7 to 8 of this circular.

Whether or not you are able to attend the EGM, you are advised to read the notice of the EGM and to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in case of H Shareholders) or the liaison office of the Company in Beijing at A1-805, TravelSky High-tech Industrial Park, Houshayu Town, Shunyi District, Beijing, the PRC (in case of Domestic Shareholders), not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting 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.

27 November 2025

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CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
NOTICE OF EGM ... 7

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DEFINITIONS

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

“Board” the board of Directors

“CTHCL” China TravelSky Holding Company Limited* (中國民航信息集團有限公司), the promoter and controlling shareholder of the Company

“Company” TravelSky Technology Limited, a company incorporated under the laws of the PRC whose H 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) with a nominal value of RMB1.00 each in the share capital of the Company

“Domestic Shareholder(s)” holders(s) of Domestic Shares

“EGM” or “Extraordinary General Meeting” the extraordinary general meeting of the Company to be convened at 9:30 a.m. on Thursday, 18 December 2025, and the notice of which is set out in this circular

“H Share(s)” overseas listed foreign invested share(s) with a nominal value of RMB1.00 each in the share capital of the Company which are listed on the Stock Exchange and are traded in Hong Kong dollars (Stock Code: 00696)

“H Shareholder(s)” holder(s) of H Shares

“Hong Kong” Hong Kong Special Administrative Region, the People’s Republic of China

“Latest Practicable Date” 26 November 2025, 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 of Hong Kong Limited (as amended from time to time)

“PRC” or “China” the People’s Republic of China and, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan

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DEFINITIONS
“Registrar”	the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	H Share(s) and Domestic Share(s)
“Shareholder(s)”	H Shareholder(s) and Domestic Shareholder(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

中國民航信息網絡股份有限公司

TravelSky Technology Limited

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

(Stock Code: 00696)

Directors:
Huang Rongshun (Chairman)
Sun Yuquan
Qu Guangji
He Xiaoqun
Liu Zehong
Chan Wing Tak Kevin
Xu Hongzhi
Liang Shuang*

• Executive Director
  ** Non-executive Directors
  *** Independent non-executive Directors
  *** Employee Representative Director

Registered Office in the PRC:
7 Yu Min Da Street,
Houshayu Town,
Shunyi District,
Beijing 101308
the PRC

Principal place of business
in Hong Kong:
Room 2201-05, 22/F.,
China Resources Building,
26 Harbour Road,
Wanchai,
Hong Kong

27 November 2025

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR; AND

(2) NOTICE OF EGM

1. INTRODUCTION

Reference is made to the announcement of the Company dated 26 November 2025, in relation to the proposed appointment of executive Director.

The purpose of this circular is to provide you with, among other things, details of the proposed appointment of executive Director.

2. PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

As recommended by the CTHCL, the Board proposes that Mr. Jiang Bo ("Mr. Jiang") shall be appointed as an executive Director of the Company.

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LETTER FROM THE BOARD

The biographical details of Mr. Jiang are as follows:

Mr. Jiang Bo, aged 57, graduated from Hangzhou Dianzi University (formerly Hangzhou Institute of Electronic Engineering (杭州電子工業學院)) majoring in circuits and systems and is a doctoral supervisor and senior engineer (second grade researcher-level). From May 1992 to December 2011, he worked at the 26th Research Institute of China Electronics Technology Group Corporation (中國電子科技集團公司第二十六研究所), successively holding the positions of deputy director of department, director, assistant to the director, deputy secretary of the Party Committee (presiding), and deputy director. From December 2011 to July 2016, he served as director and deputy secretary of the Party Committee of the 33rd Research Institute of China Electronics Technology Group Corporation (中國電子科技集團公司第三十三研究所). From October 2014 to July 2016, he served as director and executive deputy general manager (chief member level) of China Electronic Science and Technology Network Information Security Co., Ltd. (中國電子科技網絡信息安全有限公司). From November 2016 to March 2021, he worked at China Electronics Technology Software Information Service Co., Ltd. (中電科軟件信息服務有限公司), successively holding positions as director, deputy general manager (chief member level), general manager, deputy secretary of the Party Committee, chairman, and secretary of the Party Committee. From July 2016 to April 2019, he served as director and deputy secretary of the Party Committee of the 32nd Research Institute of China Electronics Technology Group Corporation (中國電子科技集團公司第三十二研究所). From April 2019 to December 2021, he served as director and secretary of the Party Committee of the 32nd Research Institute of China Electronics Technology Group Corporation (中國電子科技集團公司第三十二研究所). Since November 2019, he has served as chairman of CETC Digital Technology Co., Ltd. (中電科數字技術股份有限公司) (listed on the Shanghai Stock Exchange, stock code: 600850, formerly Shanghai East-China Computer Co., Ltd. (上海華東電腦股份有限公司)). Since March 2021, he has served as chairman and secretary of the Party Committee of China Electronics Technology Digital Technology (Group) Co., Ltd. (中電科數字科技(集團)有限公司), and concurrently as a director of Cethik Group Co., Ltd. (中電海康集團有限公司). Since December 2021, he has served as secretary of the Party Committee of the 32nd Research Institute of China Electronics Technology Group Corporation (中國電子科技集團公司第三十二研究所). Since July 2024, he has served as secretary of the Party Committee of CETC Digital Technology Co., Ltd. (中電科數字技術股份有限公司) (listed on the Shanghai Stock Exchange, stock code: 600850). Since November 2025, he has served as chairman and secretary of the Party Committee of China TravelSky Holding Company Limited (中國民航信息集團有限公司).

Mr. Jiang has long been deeply engaged in the fields of electronic information and computing, focusing on technological research and industrial application in software-defined system architecture, industry digitalization solutions, and cyberspace security. In recent years, he has led multiple national key R&D programmes, key projects in the field of artificial intelligence under the Scientific and Technological Commission (科技委), pre-research projects for ministries and commissions, and national international cooperation projects. He has received numerous national and provincial/ministerial awards, including the first prize of National Award for Technological Invention (國家技術發明一等獎). In addition, Mr. Jiang also served as director of the National Trusted Embedded

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LETTER FROM THE BOARD

Software Engineering Technology Research Center, director of the Shanghai Municipal IoT Operation Center for the “unified administrative network”, standing committee member of the Shanghai Association for Science and Technology, provincial-level academic and technical leader, and editor-in-chief and chairman of the editorial board of the core Chinese journal Computer Engineering (《計算機工程》).

Mr. Jiang has confirmed that, save as disclosed above, as at the Latest Practicable Date, (1) he does not hold any other positions with the Company or any of its subsidiaries or any directorship in any other listed public companies in the past three years; (2) he does not have any relationship with any Director, senior management, substantial Shareholder or controlling Shareholder of the Company; and (3) he does not have any interest or deemed interest in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)).

Save as disclosed above, as at the Latest Practicable Date, the Board is not aware of any other matter in respect of the proposed appointment of Mr. Jiang that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules or any other matter that needs to be brought to the attention of the Stock Exchange and the Shareholders.

The proposed appointment of Mr. Jiang will become effective subject to the Shareholders’ approval at the EGM.

The term of the office of Mr. Jiang as an executive Director will commence from the approval of the Shareholders and end upon expiry of the term of the current session of the Board. The Company will enter into a service contract with Mr. Jiang after the proposed appointment is approved by the Shareholders. The remuneration of Mr. Jiang will be determined in accordance with applicable laws, regulations and regulatory provisions as well as relevant remuneration policies of the Company.

3. EGM

A notice convening the EGM to be held at the conference room of Headquarters Building, TravelSky High-tech Industrial Park, Shunyi District, Beijing, the PRC at 9:30 a.m. on Thursday, 18 December 2025, is set out on pages 7 to 8 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. If you intend to appoint a proxy to attend the EGM, you are required to complete and return the enclosed proxy form in accordance with the instructions printed thereon. The proxy form should be returned to the Registrar at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of H Shareholders) or to the liaison office of the Company in Beijing at A1–805, TravelSky High-tech Industrial Park, Houshayu Town, Shunyi District, Beijing, the PRC (in case of Domestic Shareholders), in person or by post not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof. Completion and return of the form of proxy will not prevent you from attending, and voting at, the EGM or at any adjournment thereof if you so wish.

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LETTER FROM THE BOARD

For the purpose of determining Shareholders' entitlement to attend the EGM, the Domestic Shares and the H Shares register of members will be closed from Monday, 15 December 2025 to Thursday, 18 December 2025 (both days inclusive), during which period no transfer of any Shares will be registered. In order to attend the EGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration at the liaison office of the Company in Beijing at A1-805, TravelSky High-tech Industrial Park, Houshayu Town, Shunyi District, Beijing, the PRC (in case of Domestic Shareholders) or the Registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in case of H Shareholders), no later than 4:30 p.m. on Friday, 12 December 2025. Domestic Shareholders and H Shareholders whose names appear on the register of members of the Company on Thursday, 18 December 2025 will be eligible to attend the EGM.

4. VOTING AT THE EGM

In accordance with the relevant requirements of the Listing Rules, the resolution set out in the notice of the EGM will be voted by way of poll. The poll results will be published at the websites of the Company and the Stock Exchange.

5. RECOMMENDATIONS

The Directors (including the independent non-executive Directors) consider that the resolution as set out in the notice of the EGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolution at the EGM.

Yours faithfully,

By order of the Board

TravelSky Technology Limited

Huang Rongshun

Chairman

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NOTICE OF EGM

中國民航信息網絡股份有限公司

TravelSky Technology Limited

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

(Stock Code: 00696)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "EGM") of TravelSky Technology Limited (the "Company") shall be held at the conference room of Headquarters Building, TravelSky High-tech Industrial Park, Shunyi District, Beijing, the PRC at 9:30 a.m. on Thursday, 18 December 2025 for the purpose of considering and approving, if thought fit, the following resolution (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 27 November 2025):

ORDINARY RESOLUTION

1. To consider and approve the resolution in relation to the proposed appointment of Mr. Jiang Bo as an executive Director of the Company with effect from the conclusion of the EGM, for a term of office identical to that of the other members of the current Board.

By order of the Board

TravelSky Technology Limited

Huang Rongshun

Chairman

Beijing, the People's Republic of China

27 November 2025

Notes:

1. Details of the above resolution are set out in the circular of the Company dated 27 November 2025.

2. For the purpose of determining Shareholders' entitlement to attend the EGM, the Domestic Shares and the H Shares register of members will be closed from Monday, 15 December 2025 to Thursday, 18 December 2025 (both days inclusive), during which period no transfer of any Shares will be registered. In order to attend the EGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration at the liaison office of the Company in Beijing at A1-805, TravelSky High-tech Industrial Park, Houshayu Town, Shunyi District, Beijing, the PRC (in case of Domestic Shareholders) or the Registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in case of H Shareholders), no later than 4:30 p.m. on Friday, 12 December 2025. Domestic Shareholders and H Shareholders whose names appear on the register of members of the Company on Thursday, 18 December 2025 will be eligible to attend the EGM.

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NOTICE OF EGM

1. In accordance with the relevant requirements of the Listing Rules, the resolution set out in the notice of the EGM will be voted by way of poll. The poll results will be published at the websites of the Company and the Stock Exchange.

2. Each Shareholder who is entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on behalf of him/her. A proxy needs not to be a Shareholder of the Company.

3. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, should be completed and deposited at the liaison office of the Company in Beijing (in case of Domestic Shareholders) or the Registrar of the Company (in case of H Shareholders), at least 24 hours before the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude a Shareholder from attending in person and voting at the EGM or any adjournment thereof should he/she so wish.

4. In case of joint shareholdings and the Shareholder or the proxy attending the EGM is more than one person, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s), and for this purpose seniority will be determined by the order in which the names appear in the register of members of the Company in respect of the joint shareholdings.

5. The EGM is expected to last for half a day. Shareholders (or their proxies) attending the EGM shall bear their own travelling and accommodation expenses. Shareholders or their proxies shall produce their identity documents when they attend the EGM.

6. All times and dates specified herein refer to local times and dates of Beijing, the PRC.