TravelSky Technology : NOTICE OF EXTRAORDINARY GENERAL MEETING

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.

(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 (the "EGM") of TravelSky Technology Limited (the "Company") will be held at Conference Room, Prime Hotel, 2 Wangfujing Ave., Dongcheng District, Beijing, the PRC, at 10 a.m. on Wednesday, 22

February 2012 to consider and, if thought fit, approve the following resolutions:

ORDINARY RESOLUTIONS

1. "THAT:
(a) the grant of a general mandate with a three-year term ending 31 December 2014 to the directors of the Company ("Directors") to carry out the CE Airline Transaction (as defined in the circular of the Company dated 6 January 2012 ("Circular")) and all the transactions contemplated thereunder; and
(b) the grant of a general mandate with a three-year term ending 31 December 2014 to the Directors to carry out the Eastern Wuhan Airline Transaction (as defined in the Circular) and all the transactions contemplated thereunder; and
(c) the Annual Caps (as defined in the Circular) for the transactions contemplated under the CE Airline Transaction and the Eastern Wuhan Airline Transaction for each of the three years ending 31 December 2014 as shown in the Circular, be and are hereby approved and that the Directors be and are hereby authorized to take any step as they consider necessary, desirable or expedient in connection with the CE Airline Transaction and the Eastern Wuhan Airline Transaction and the transactions contemplated thereunder."
2. "THAT:
(a) the grant of a general mandate with a three-year term ending 31 December 2014 to the Directors to carry out the Southern Airline Transaction (as defined in the Circular) and all the transactions contemplated thereunder; and
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(b) the Annual Caps for the transactions contemplated under the Southern Airline Transaction for each of the three years ending 31 December 2014 as shown in the Circular, be and are hereby approved and that the Directors be and are hereby authorized to take any step as they consider necessary, desirable or expedient in connection with the Southern Airline Transaction and the transactions contemplated thereunder."
3. "THAT:
(a) the grant of a general mandate with a three-year term ending 31 December 2014 to the Directors to carry out the Sichuan Airline Transaction (as defined in the Circular) and all the transactions contemplated thereunder; and
(b) the Annual Caps for the transactions contemplated under the Sichuan Airline Transaction for each of the three years ending 31 December 2014 as shown in the Circular, be and are hereby approved and that the Directors be and are hereby authorized to take any step as they consider necessary, desirable or expedient in connection with the Sichuan Airline Transaction and the transactions contemplated thereunder."
4. "THAT:
(a) the termination of appointment of PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian CPAs Limited Company as the international auditor and PRC auditor of the Company and its subsidiaries (the "Group") respectively for the year 2011 be and is hereby approved, confirmed and ratified;
(b) the appointment of Baker Tilly Hong Kong and Baker Tilly China as the international auditor and PRC auditor of the Group respectively to fill the vacancy and in place of PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian CPAs Limited Company for a term ending on the date hereof be and is hereby approved, confirmed and ratified; and
(c) Baker Tilly Hong Kong and Baker Tilly China be and are hereby appointed as the international auditor and PRC auditor of the Group respectively, and each to hold office until the conclusion of the next annual general meeting of the Company and that the board of Directors be authorized to fix their remuneration."
By order of the Board TravelSky Technology Limited Xu Qiang
Chairman
Beijing, the PRC
6 January 2012
Registered office:
7 Yu Min Da Street, Houshayu Town Shunyi District, Beijing 101308
the PRC
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Notes:

1. The register of holders of H shares of the Company ("H Shares") will be closed from 21 January 2012 to 22

February 2012 (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 21 January 2012 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 21 January 2012 in order to entitle the transferee to attend the EGM.

2. 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.

3. The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised in writing, or in the case of a legal person, must either be executed under its seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If that instrument is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other document of authorisation, must be notarially certified. To be valid, for holders of Domestic Shares, the notarially certified power of attorney, or other document of authorisation, and the form of proxy 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.

4. 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.

5. 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 1 February 2012 personally or by mail or fax.

6. 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.

7. 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 Sun Yude; Independent non-executive directors: Mr Cheung Yuk Ming, Mr Zhou Deqiang and Mr Pan Chongyi.

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