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TravelSky Technology Limited Proxy Solicitation & Information Statement 2026
49402_rns_2026-06-09_3a0e2391-4d7d-457c-92cb-31bd49894df6.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this supplemental 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 supplemental circular together with the accompanying supplemental 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 supplemental 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 supplemental 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)
SUPPLEMENTAL CIRCULAR
PROPOSED CHANGE OF NON-EXECUTIVE DIRECTOR
AND
SUPPLEMENTAL NOTICE OF 2025 ANNUAL GENERAL MEETING
A supplemental notice convening the AGM 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 Friday, 26 June 2026 is set out on pages 8 to 9 of this supplemental circular.
The First Notice and the First Form of Proxy were published by the Company and available for downloading on the websites of the Company and the Stock Exchange on 3 June 2026. A supplemental form of proxy containing the additional resolution to be considered at the AGM is enclosed with this supplemental circular. Whether or not you are able to attend the AGM, you are advised to read the First Notice and supplemental notice of the AGM and to complete the First Form of Proxy and/or supplemental 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 AGM or any adjourned meeting thereof. Completion and delivery of the First Form of Proxy and/or supplemental form of proxy will not prevent you from attending, and voting at, the AGM or any adjournment thereof if you so wish.
This supplemental circular should be read in conjunction with the First Circular of the Company dated 4 June 2026.
10 June 2026
CONTENTS
Page
DEFINITIONS... 1
LETTER FROM THE BOARD... 3
SUPPLEMENTAL NOTICE OF 2025 ANNUAL GENERAL MEETING... 8
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DEFINITIONS
In this supplemental circular, the following expressions shall have the meanings set out below unless the context requires otherwise:
"AGM" or "Annual General Meeting" the 2025 annual general meeting of the Company to be held at 9:30 a.m. on Friday, 26 June 2026
"Board" the board of Directors
"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
"First Circular" the circular of the Company dated 4 June 2026
"First Form of Proxy" the form of proxy published together with the First Circular and the First Notice
"First Notice" the notice of the AGM of the Company dated 4 June 2026
"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
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China
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DEFINITIONS
"Latest Practicable Date"
8 June 2026, being the latest practicable date prior to the printing of this supplemental circular for the purpose of ascertaining certain information contained herein
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time)
"Registrar"
the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited
"RMB"
Renminbi, the lawful currency of the PRC
"PRC" or "China"
the People's Republic of China and, for the purpose of this supplemental circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan
"Shareholder(s)"
H Shareholder(s) and Domestic Shareholder(s)
"Shares"
H Shares and Domestic Shares
"Southern Air Holding"
China Southern Air Holding Company Limited * (中國南方航空集團有限公司), a limited liability company incorporated under the laws of the PRC, directly holds 202,781,500 Domestic Shares of the Company, representing approximately 6.93% of the total issued share capital of the Company on 8 June 2026
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"%"
per cent
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:
Jiang Bo (Chairman)
Sun Yuquan
Qu Guangji
He Xiaoqun
Liu Zehong
Chan Wing Tak Kevin
Xu Hongzhi
Liang Shuang*
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
- Executive Director
** Non-executive Directors
*** Independent non-executive Directors
*** Employee Representative Director
10 June 2026
To the Shareholders
Dear Sir/Madam,
SUPPLEMENTAL CIRCULAR
PROPOSED CHANGE OF NON-EXECUTIVE DIRECTOR
AND
SUPPLEMENTAL NOTICE OF 2025 ANNUAL GENERAL MEETING
1 INTRODUCTION
Reference is made to the circular of the Company dated 4 June 2026, in relation to the resolutions to be proposed at the AGM for consideration and approval.
LETTER FROM THE BOARD
On 8 June 2026, the Board (as the convener of the AGM) received an ad hoc proposal from Southern Air Holding, the Shareholder of the Company. The convener, in accordance with the relevant provisions, has agreed to submit such ad hoc proposal to the AGM as an additional resolution.
This supplemental circular should be read in conjunction with the First Circular. The purpose of the First Circular and this supplemental circular is to provide you with all the information reasonably necessary to enable you to make informed decisions on whether to vote for or against the proposed resolutions to be considered at the AGM.
2 ADDITIONAL RESOLUTION AT THE AGM
The matters to be considered at the AGM are set out in the First Notice of the AGM contained in the First Circular and the supplemental notice of the AGM on pages 8 to 9 of this supplemental circular.
At the AGM, in addition to the resolutions set out in the First Circular, the following ad hoc proposal will be tabled as an additional ordinary resolution for Shareholders’ consideration:
- To consider and approve the resolution in relation to the appointment of Mr. Zeng Yong Chao as a non-executive Director of the seventh session of the Board of the Company with effect from the conclusion of the AGM, for a term of office identical to that of the other members of the seventh session of the Board, the remuneration of whom shall be determined in accordance with applicable laws, regulations, regulatory requirements and the relevant remuneration policies of the Company; together with the termination of office of Mr. Qu Guangji as a non-executive Director of the Company with effect from the conclusion of the AGM.
3 PROPOSED CHANGE OF NON-EXECUTIVE DIRECTOR
As proposed by Southern Air Holding, Mr. Qu Guangji shall cease to be a non-executive Director of the Company due to internal work re-allocation in Southern Air Holding and his position as a member of the Strategy and Investment Committee (Legal Compliance Committee) will also be terminated accordingly.
Mr. Qu Guangji has confirmed that he has no disagreement with the Board and that there are no matters relating to his proposed resignation that need to be brought to the attention of the Shareholders and the Stock Exchange.
The Board would like to take this opportunity to express its gratitude to Mr. Qu Guangji for his valuable contributions to the Company during his tenure of service.
LETTER FROM THE BOARD
As recommended by Southern Air Holding, the appointment of Mr. Zeng Yong Chao as a non-executive Director of the Company in place of Mr. Qu Guangji is further proposed.
The biographical details of Mr. Zeng Yong Chao are as follows:
Mr. Zeng Yong Chao, aged 54, graduated from the Business Administration Department of Beijing Institute of Mechanical Technology with a bachelor's degree, majoring in industrial accounting. He obtained an Executive Master of Business Administration (EMBA) degree from the School of Management of Fudan University. Mr. Zeng started his career in July 1994, and served as Deputy Director of the Price Department of Planning and Development Division of Civil Aviation Administration of China. He served as a member of the Party Committee and Deputy General Manager of Commercial Steering Committee of China Eastern Airlines Company Limited (a company listed on the Main Board of the Hong Kong Stock Exchange and the Shanghai Stock Exchange; Stock Code: 00670 (Hong Kong Stock Exchange); 600115 (Shanghai Stock Exchange)) in May 2009; a member of the Party Committee and Standing Deputy General Manager of Commercial Steering Committee of China Eastern Airlines Company Limited in December 2011; a member of the Party Committee and responsible person for administrative and Party affairs of Commercial Committee of China Eastern Airlines Company Limited in December 2017; General Manager and Party Secretary of Commercial Committee of China Eastern Airlines Company Limited in March 2018; General Manager and Deputy Party Secretary of Commercial Committee of China Eastern Airlines Company Limited in March 2019, he concurrently served as Director of China United Airlines Company Limited in February 2020; Director, CEO and Deputy Party Secretary of China United Airlines Company Limited in March 2020; Chairman and Party Secretary of China United Airlines Company Limited in July 2024; a member of the Party Leadership Group of Southern Air Holding in January 2025; deputy general manager of China Southern Airlines Company Limited (a company listed on the Main Board of the Hong Kong Stock Exchange and the Shanghai Stock Exchange; Stock Code: 01055 (Hong Kong Stock Exchange); 600029 (Shanghai Stock Exchange)) since February 2025; deputy general manager and a member of the Party Leadership Group of Southern Air Holding since March 2025.
Mr. Zeng Yong Chao 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. Zeng Yong Chao that is required to be disclosed pursuant to Rules 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.
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LETTER FROM THE BOARD
The proposed appointment of Mr. Zeng Yong Chao will become effective subject to the Shareholders' approval at the AGM. The proposed resignation of Mr. Qu Guangji will become effective upon the conclusion of the AGM after the approval of the proposed appointment of Mr. Zeng Yong Chao by the Shareholders.
The term of the office of Mr. Zeng Yong Chao as a non-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. Zeng Yong Chao after his proposed appointment is approved by the Shareholders. The remuneration of Mr. Zeng Yong Chao will be determined in accordance with applicable laws, regulations, regulatory requirements and the relevant remuneration policies of the Company.
4 ANNUAL GENERAL MEETING
The AGM will 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 Friday, 26 June 2026 for the purpose of considering and, if thought fit, passing the matters set out in the First Notice of the AGM and the supplemental notice of the AGM. The supplemental notice of the AGM is set out on pages 8 to 9 of this supplemental circular.
The First Notice and the First Form of Proxy have been published by the Company on the websites of the Company and the Stock Exchange on 3 June 2026 for download. A supplemental form of proxy (the "Supplemental Form of Proxy") containing the additional resolution to be considered at the AGM is enclosed with this supplemental circular. If you wish to appoint a proxy to attend the AGM, please complete and return the First Form of Proxy and/or the Supplemental Form of Proxy in accordance with the instructions printed thereon. The First Form of Proxy and/or the Supplemental Form of Proxy should be lodged by hand or by post to the Registrar, 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 AGM or any adjourned meeting thereof. Completion and delivery of the First Form of Proxy and/or the Supplemental Form of Proxy will not prevent you from attending, and voting at, the AGM or any adjournment thereof if you so wish.
The Supplemental Form of Proxy for the AGM relates to the additional resolution set out in the supplemental notice of the AGM dated 10 June 2026 and is supplemental to the First Form of Proxy. The Supplemental Form of Proxy does not affect the validity of the First Form of Proxy if duly completed by you. If you have validly appointed a proxy to attend and act on your behalf at the AGM but have not completed and returned the Supplemental Form of Proxy, your proxy will be entitled to vote at his/her own discretion on the additional resolution set out in the supplemental notice of the AGM on your behalf. If you have not completed and returned the First Form of Proxy but have completed and returned the Supplemental Form of Proxy and
LETTER FROM THE BOARD
validly appointed a proxy to attend and act on your behalf at the AGM, your proxy will be entitled to vote at his/her own discretion on the resolutions set out in the First Notice of the AGM on your behalf, unless otherwise instructed.
Save for the additional resolution set out in this supplemental circular, all other matters relating to the AGM remain unchanged. For details of the other resolutions to be considered and approved at the AGM, the eligibility for attending the AGM, registration procedures, closure of the register of members and other related matters, please refer to the First Circular and the First Notice of the Company dated 4 June 2026.
Having made all reasonable enquiries, to the best of the knowledge, information and belief of the Directors, as at the Latest Practicable Date, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.
5 VOTING AT THE AGM
In accordance with the relevant requirements of the Listing Rules, the additional resolution set out in the supplemental notice of the AGM will be voted by way of poll. The poll results will be published on the websites of the Company and the Stock Exchange.
6 RECOMMENDATION
As stated in this supplemental circular, the ad hoc proposal, being an additional resolution at the AGM, complies with the relevant provisions of the Company Law of the PRC and the articles of association of the Company. Shareholders are requested to give due consideration when casting votes on the additional ad hoc proposal set out in this supplemental circular.
Yours faithfully,
By order of the Board
TravelSky Technology Limited
Jiang Bo
Chairman
SUPPLEMENTAL NOTICE OF 2025 ANNUAL GENERAL MEETING
中国前信
TravelSky
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)
SUPPLEMENTAL NOTICE OF 2025 ANNUAL GENERAL MEETING
Reference is made to the circular (the "First Circular") and notice (the "First Notice") dated 4 June 2026 of TravelSky Technology Limited (the "Company") in respect of the 2025 annual general meeting (the "AGM"). Unless otherwise defined, capitalized terms used in this Supplemental Notice shall have the same meanings as those defined in the First Circular and the First Notice.
As stated in the First Notice, the Company proposes to hold the AGM at 9:30 a.m. on Friday, 26 June 2026 at the conference room of Headquarters Building, TravelSky High-tech Industrial Park, Shunyi District, Beijing, the PRC.
Supplemental notice is hereby given that the Board of Directors, as the convenor of the AGM, received an ad hoc proposal for the AGM on 8 June 2026 from China Southern Air Holding Company Limited, a Shareholder of the Company (directly holding approximately 6.93% of the total issued ordinary share capital of the Company as at 8 June 2026). The convenor has agreed to submit the following additional resolution to the AGM in accordance with the relevant regulations:
ADDITIONAL ORDINARY RESOLUTION
- To consider and approve the resolution in relation to the appointment of Mr. Zeng Yong Chao as a non-executive Director of the seventh session of the Board of the Company with effect from the conclusion of the AGM, for a term of office identical to that of the other members of the seventh session of the Board, the remuneration of whom shall be determined in accordance with applicable laws, regulations, regulatory requirements and the relevant remuneration policies of the Company; and the termination of office of Mr. Qu Guangji as a non-executive Director of the Company with effect from the conclusion of the AGM.
By order of the Board
TravelSky Technology Limited
Jiang Bo
Chairman
Beijing, the People's Republic of China
10 June 2026
SUPPLEMENTAL NOTICE OF 2025 ANNUAL GENERAL MEETING
Notes:
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Details of the above additional resolution are set out in the supplemental circular of the Company dated 10 June 2026 (the “Supplemental Circular”).
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The First Notice and the accompanying First Form of Proxy were published on the websites of the Company and the Stock Exchange on 3 June 2026 for downloading. The Supplemental Circular and this Supplemental Notice are accompanied by a supplemental proxy form applicable to the AGM incorporating the above additional resolution (the “Supplemental Form of Proxy”), which supplements the First Form of Proxy. The Supplemental Form of Proxy will not affect the validity of a properly completed First Form of Proxy. If you have validly appointed a proxy to attend and act on your behalf at the AGM but have not completed and returned the Supplemental Form of Proxy, your proxy will be entitled to vote at his/her discretion on the additional resolution set out in the Supplemental Notice to the AGM on your behalf. If you have not completed and returned the First Form of Proxy but have completed and returned the Supplemental Form of Proxy and validly appointed a proxy to attend and act on your behalf at the AGM, your proxy will be entitled to vote at his/her discretion on the resolutions set out in the First Notice to the AGM on your behalf unless otherwise instructed.
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Each Shareholder who is entitled to attend and vote at the AGM 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.
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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 (for Domestic Shareholders) or the Registrar of the Company (for H Shareholders), at least 24 hours before the AGM or any adjourned meeting thereof. Completion and return of the Supplemental Form of Proxy will not preclude a Shareholder from attending in person and voting at the AGM or any adjournment thereof should he/she so wish. If the Shareholders or their proxies choose to attend the meeting in person, please ensure that the identity information and contact telephone number are properly completed in the Supplemental Form of Proxy so that the Company can arrange for the identity verification registration required to enter the venue in advance for you, or contact you urgently in case of any emergency.
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In case of joint shareholdings and the Shareholder or the proxy attending the AGM 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.
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Save for the additional resolution set out in this Supplemental Notice, all other matters relating to the AGM remain unchanged. For details of the other resolutions to be submitted to the AGM for consideration and approval, eligibility to attend the AGM, registration procedures, closure of the register of members and other related matters, please refer to the First Circular and the First Notice.
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The AGM is expected to last for half a day. Shareholders (or their proxies) attending the AGM shall bear their own travelling and accommodation expenses, upon arrival at the venue, please follow the instructions of the staff to check in, produce your identity documents, and cooperate with the Company in verifying your identity and confirming shareholding information to complete the registration procedures for entry. The Company does not intend to reduce the opportunity for the Shareholders to exercise their rights and vote in any way. However, please note that only Shareholders or their proxies whose information is consistent with the details recorded in the register of members provided by the Registrar to the Company or stated in the proxy form will be allowed to enter the venue of general meeting, attend the meeting and vote thereat. Individuals who refuse to comply with local regulatory requirements regarding public order or epidemic prevention (if any) may be denied entry to the venue.
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All times and dates specified herein refer to local times and dates of Beijing, the PRC.
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