Continuing Connected Transactions

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

(Stock Code: 0696)

CONTINUING CONNECTED TRANSACTIONS

Transactions under the Waiver

Reference is made to the announcement of the Company dated 2 September 2009 relating to the grant by the Stock Exchange of a waiver from strict compliance with the requirement of having written agreements under Rule 14A.35(1) of the Listing Rules with respect to certain continuing connected transactions between the Group on the one part and the Major Promoters, the Minority Promoters and/or their respective associates on the other part. The Waiver is for a three-year term commencing from the expiry of the respective terms of the existing continuing connected transactions.

The Company proposes to seek a general mandate with a three-year term ending on 31 December 2012 from the Independent Shareholders in order to continue the continuing connected transactions under the Waiver that have their existing terms expiring on 31 December 2009 but will continue after such date. In the event that the terms of the new written agreements are materially different from those being approved by the Independent Shareholders, the Company will re-comply with the reporting, announcement and/or independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

— 1 — Transactions under the New Network Services Agreement

The Company entered into the New Network Services Agreement with 25 Service Companies on 4 November 2009. Since the assets ratio and the revenue ratio with reference to the largest Annual Caps for the transactions with the Connected Service Companies under the New Network Services Agreement in aggregate exceeds 2.5%, the New Network Services Agreement is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The Company will establish the Independent Board Committee to advise the Independent Shareholders as to whether the Continuing Connected Transactions are (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms; and (iii) fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the shareholders of the Company as a whole, and whether the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the shareholders of the Company as a whole. The Independent Board Committee will advise the Independent Shareholders on how to vote at the EGM on the resolutions in respect of the Continuing Connected Transactions and the Annual Caps, after taking into account the recommendations of the independent financial adviser.

A circular containing, among other things, (i) further details of the Continuing Connected Transactions; (ii) a letter from the independent financial adviser containing its advice to the Independent Board Committee and the Independent Shareholders on the Continuing Connected Transactions and the Annual Caps; (iii) the recommendation of the Independent Board Committee regarding the Continuing Connected Transactions and the Annual Caps to the Independent Shareholders; and (iv) a notice of the EGM will be despatched to the shareholders of the Company as soon as practicable.

CONTINUING CONNECTED TRANSACTIONS

I. Continuing Connected Transactions under the Waiver

(a) Provision of Technology Services

Parties: Service provider:

The Company

Service recipients:

(1) Air China

(2) Southern Airlines (including Xiamen Airlines and Chongqing Airlines)

(3) Lucky Airlines

(4) Shandong Airlines

Term: 1 January 2010 to 31 December 2012

Services: The scope of technology services consists of the following:-

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

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

(iii) airport passenger processing system services which provide check- in, boarding and load planning services; and

(iv) civil aviation and commercial data network services which provide, among other services, the network transmission services and connection services. — 3 — Service fees: The service fees for the technology services are currently determined in accordance with the existing pricing schedule prescribed by CAAC, which is same as the one disclosed in the Company’s prospectus dated 29 January 2001.

In accordance with CAAC’s pricing schedule, depending on the types of system through which the transactions are processed, a per passenger booking fee is payable for domestic routes ranging from RMB4.5 to RMB6.5 depending on the monthly booking volume and for international and regional routes ranging from RMB6.5 to RMB7.

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

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

— 4 — (b) Provision of (i) Revenue Accounting Systems Development and Support Services and (ii) Passenger and Cargo Revenue Accounting and Settlement Services

Parties: Service provider:

ACCA

Service recipients:

(1) Eastern Airlines

(2) Air China

(3) Macau Airlines

(4) Shandong Airlines

Term: 1 January 2010 to 31 December 2012

Services: The scope of revenue accounting systems development and support services consists of the provision of computer system application development and support services including self-developed computer application systems in respect of both international and domestic passengers revenue accounting system, international and domestic cargo revenue accounting system, mail revenue accounting system, airport miscellaneous charges accounting system, data service system, international and domestic clearing and settlement system.

The scope of passenger and cargo revenue accounting and settlement services consists of the provision of data capturing, sales reporting control, sales auditing, prorating, uplift processing, outward and inward billing, coupon matching, accounting, reconciliation and management reporting services for passenger and cargo (as the case may be) revenue accounting and settlement services.

— 5 — Service fees: Charge rates of revenue accounting systems development and support services are determined by negotiation with reference to the costs and specifications of the relevant type of services provided and varies depending on the transaction volume (i.e. the higher the transaction volume, the lower the rate). The rates of unit price for international and domestic passengers revenue accounting system development and support services are no more than RMB1.65 and RMB0.6 respectively. The rates of unit price for international and domestic cargo revenue accounting system development and support services are no more than RMB5.2 and RMB1.8 respectively.

The fees of passenger and cargo revenue accounting and settlement services are determined by negotiation with reference to the rates and rules prescribed in the relevant document issued by the CAAC. The prices of the provision of the services are based on the calculation of (i) the transaction volume times unit price ranging from RMB0.15 to RMB6 and (ii) the percentage rate of the total accounting amount ranging from 0.3% to 3%.

— 6 — (c) Provision of interline data exchange services

Parties: Service provider:

ACCA

Service recipients:

(1) Xiamen Airlines

(2) Hainan Airlines

Term: 1 January 2010 to 31 December 2012

Services: The scope of interline data exchange services consists of the provision of services which include receiving interline outward billing data from various airline companies, identifying the airlines to be charged for receipt of such services (“Billed Airlines”), consolidating the data from all of the airline companies on behalf of the Billed Airlines and delivering the data to such Billed Airlines.

Service fees: A fixed annual service fee of RMB120,000.

— 7 — II. The New Network Services Agreement

The Company entered into the New Network Services Agreement with 25 Service Companies on 4 November 2009.

Date: 4 November 2009

Parties: (a) The Company

Service Companies:

(b) Yunnan TravelSky Airport Technology Limited（雲南航信空港網絡有限公司）

(d) Dalian TravelSky Airport Technology Limited（大連航信空港網絡有限責任公司）

(e) Hebei TravelSky Airport Technology Limited（河北航信空港網路有限公司） (Companies (b) to (e) are associated companies of the Company. Company (b) is owned as to 40% by the Company and each of companies (c) to (e) is owned as to 50% by the Company. The remaining interests in companies (b) to (e) are owned by Independent Third Parties.)

(f) TravelSky Technology (Hong Kong) Limited（中國民航信息網絡股份（香港）有限公司）

(g) TravelSky Technology (Singapore) Limited（中國民航信息網絡股份（新加坡）有限公司）

(h) TravelSky Technology (Japan) Limited（中國民航信息網絡股份（日本）有限公司）

(i) TravelSky Technology (Korea) Limited（中國民航信息網絡股份（韓國）有限公司）

— 8 — (j) InfoSky Technology Company Limited（天信達信息技術有限公司）

(k) Shanghai TravelSky Information Technology Limited（上海民航信息科技有限公司）

(l) Guangzhou TravelSky Information Technology Limited（廣州民航信息技術有限公司） (Companies (f)to (l) are wholly owned subsidiaries of Company)

(m) Huadong Cares

(n) Shanghai Cares

(o) Xinan Cares

(p) Qingdao Cares

(q) Hainan Cares

(r) Hubei Cares

(s) Chongqing Cares

(t) Yunnan Cares

(u) Xiamen Cares

(v) Xi’an Cares

(w) Xinjiang Cares

(x) Dongbei Cares

(y) Shenzhen Cares

(z) Guangzhou Airport (Companies (m) to (z) are collectively referred to as the “Connected Service Companies”)

— 9 — Term: From 1 January 2010 to 31 December 2012, renewable automatically for a successive term of three years commencing from the date of the expiry of such term, if no written opposition raised by either party three months in advance.

Services: The Service Companies shall (i) establish, operate and maintain regional network nodes, facilities and connections to the network and systems of the Company in their respective regions and serve as local service centers for the Company’s data network operations, and providing services such as connections to the network’s nodes, data transmission equipment, terminals, the installation of equipment, maintenance, technical support and other network services; (ii) provide technical services to the users of the Company’s aviation information technology systems in respect of the Company’s nationwide data network; (iii) provide marketing and distribution services for the products of the Company; and (iv) provide technology development services ((iii) and (iv) are collectively referred to as the “Additional Services”).

The Company shall lease the major equipment required for the network node for use by the Service Companies and shall be responsible for the design of network configuration layout, installation, testing and maintenance of the equipment according to the needs of the Service Companies.

Service fees: The basis of service fees are generally determined: (i) according to the rates prescribed by the government regulatory bodies (such as CAAC) where the services are regulated by the government regulatory bodies; (ii) through negotiation between the Company and the respective Service Companies with reference to guide prices proposed by the government regulatory bodies; (iii) through negotiation between the Company and the respective Service Companies based on the prevailing market prices (if any) or the previous prescribed rates or guide prices, or on a cost basis, where no prescribed rates or guide prices are available, or they have been cancelled or are no longer applicable.

— 10 — With respect to connection to the Company’s network and system, the Service Companies shall pay (i) connection fees on a monthly basis in cash for connection to the Company’s network based on the usage with reference to the rates prescribed by CAAC; (ii) PID technical service fees on a monthly basis in cash based on the usage with reference to the rates prescribed by CAAC; and (iii) technical service fees on a monthly basis in cash for connection to the Company’s mainframe via the Internet and use of the products of the Company based on the usage at the rates prescribed by the Company or according to separate agreements to be entered into between the Company and the respective Service Companies on each product.

With respect to equipment leasing and maintenance, (i) the Service Companies shall pay equipment lease fees (if any) on a cost basis or at the prevailing market prices or according to separate agreements to be entered into between the Company and the respective Service Companies; and (ii) the Company shall pay the equipment maintenance fees on a cost basis or at the prevailing market prices or according to separate agreements to be entered into between the Company and the respective Service Companies.

With respect to marketing and distribution of services and products of the Company, (i) the Company shall pay for technical support services provided by the Service Companies to the users of the Company (if any) and such fees may be determined according to separate agreements to be entered into between the Company and the respective Service Companies; and (ii) the Company shall pay market services fees at an agreed price based on the transaction volume processed by the Service Companies on the e-commerce system platform and the Service Companies shall pay system processing fees based on the agreed prices or according to separate agreements to be entered into between the Company and the respective Service Companies; and (iii) the Company shall share the revenue from e-ticketing services with the Service Companies on a pro-rata basis according to market prevailing prices or pursuant to separate agreements to be entered into between the Company and the respective Service Companies; and (iv) the Company shall pay service fees for distribution of hotel services on a pro-rata basis or pursuant to separate agreements to be entered into between the Company and the respective Service Companies.

— 11 — With respect to technology development services, the Company shall pay technology development service fees (if any) for engaging the professional personnel from the Service Companies for provision of, amongst others, product development services and such fees may be determined according to a separate agreements to be entered into between the Company and the respective Service Companies.

HISTORICAL TRANSACTION RECORDS

Set out below is a summary of the aggregated amounts of the Continuing Connected Transactions for the two years ended 31 December 2008 and eight months ended 31 August 2009:

Respective types of Continuing Connected Transactions with reference to the section headed Eight months “Continuing Connected Year ended 31 December ended 31 Transactions” above 2007 2008 August 2009

Air China Transactions I(a) RMB241,469,000 RMB239,727,000 RMB125,168,000 (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$274 million) HK$272 million) HK$142 million)

I(b) RMB48,032,000 RMB46,321,000 RMB27,829,000 (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$55 million) HK$53 million) HK$32 million)

Southern Airlines I(a) RMB347,507,000 RMB336,495,000 RMB181,126,000 Transactions (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$395 million) HK$382 million) HK$206 million)

— 12 — Respective types of Continuing Connected Transactions with reference to the section headed Eight months “Continuing Connected Year ended 31 December ended 31 Transactions” above 2007 2008 August 2009

Lucky Airlines Transactions I(a) — RMB8,697,000 RMB9,264,000 (equivalent to (equivalent to approximately approximately HK$10 million) HK$11 million)

Shandong Airlines I(a) RMB33,668,000 RMB33,427,000 RMB18,291,000 Transactions (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$38 million) HK$38 million) HK$21 million)

I(b) RMB2,886,000 RMB2,891,000 RMB1,920,000 (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$3 million) HK$3 million) HK$2 million)

Eastern Airlines Transactions I(b) RMB53,506,000 RMB49,349,000 RMB29,186,000 (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$61 million) HK$56 million) HK$33 million)

Shanghai Airlines I(b) RMB8,710,000 RMB10,627,000 RMB4,803,000 Transactions (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$10 million) HK$12 million) HK$5 million)

— 13 — Respective types of Continuing Connected Transactions with reference to the section headed Eight months “Continuing Connected Year ended 31 December ended 31 Transactions” above 2007 2008 August 2009

Macau Airlines Transactions I(b) RMB9,530,000 RMB7,941,000 RMB3,751,000 (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$11 million) HK$9 million) HK$4 million)

Xiamen Airlines Transactions I(c) RMB120,000 RMB120,000 RMB80,000 (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$136,000) HK$136,000) HK$91,000)

Hainan Airlines Transactions I(c) RMB120,000 RMB120,000 RMB80,000 (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$136,000) HK$136,000) HK$91,000)

Transactions with Huadong II RMB848,000 RMB3,633,000 RMB11,439,000 Cares under the 2006 (equivalent to (equivalent to (equivalent to Network Services approximately approximately approximately Agreement HK$1 million) HK$4 million) HK$13 million)

Transactions with Shanghai II — — — Cares under the 2006 Network Services Agreement

— 14 — Respective types of Continuing Connected Transactions with reference to the section headed Eight months “Continuing Connected Year ended 31 December ended 31 Transactions” above 2007 2008 August 2009

Transactions with Xinan Cares II RMB1,459,000 RMB5,375,000 RMB3,772,000 under the 2006 Network (equivalent to (equivalent to (equivalent to Services Agreement approximately approximately approximately HK$2 million) HK$6 million) HK$4 million)

Transactions with II RMB723,000 RMB777,000 RMB514,000 Qingdao Cares under (equivalent to (equivalent to (equivalent to the 2006 Network approximately approximately approximately Services Agreement HK$1 million) HK$1 million) HK$1 million)

Transactions with II RMB1,430,000 RMB2,087,000 RMB1,353,000 Hainan Cares under (equivalent to (equivalent to (equivalent to the 2006 Network approximately approximately approximately Services Agreement HK$2 million) HK$2 million) HK$2 million)

Transactions with Hubei Cares II RMB4,076,000 RMB3,883,000 RMB3,077,000 under the 2006 Network (equivalent to (equivalent to (equivalent to Services Agreement approximately approximately approximately HK$5 million) HK$4 million) HK$3 million)

Transactions with II RMB1,263,000 RMB1,251,000 RMB838,000 Chongqing Cares under (equivalent to (equivalent to (equivalent to the 2006 Network approximately approximately approximately Services Agreement HK$1 million) HK$1 million) HK$1 million)

Transactions with II RMB2,380,000 RMB2,390,000 RMB1,608,000 Yunnan Cares under (equivalent to (equivalent to (equivalent to the 2006 Network approximately approximately approximately Services Agreement HK$3 million) HK$3 million) HK$2 million)

— 15 — Respective types of Continuing Connected Transactions with reference to the section headed Eight months “Continuing Connected Year ended 31 December ended 31 Transactions” above 2007 2008 August 2009

Transactions with II RMB4,228,000 RMB2,176,000 RMB1,359,000 Xiamen Cares under (equivalent to (equivalent to (equivalent to the 2006 Network approximately approximately approximately Services Agreement HK$5 million) HK$2 million) HK$2 million)

Transactions with II RMB2,850,000 RMB2,679,000 RMB2,290,000 Xi’an Cares under (equivalent to (equivalent to (equivalent to the 2006 Network approximately approximately approximately Services Agreement HK$3 million) HK$3 million) HK$3 million)

Transactions with II RMB2,973,000 RMB2,655,000 RMB1,891,000 Xinjiang Cares under (equivalent to (equivalent to (equivalent to the 2006 Network approximately approximately approximately Services Agreement HK$3 million) HK$3 million) HK$2 million)

Transactions with II RMB4,369,000 RMB3,987,000 RMB2,694,000 Dongbei Cares under (equivalent to (equivalent to (equivalent to the 2006 Network approximately approximately approximately Services Agreement HK$5 million) HK$5 million) HK$3 million)

Transactions with II RMB10,319,000 RMB9,695,000 RMB6,812,000 Shenzhen Cares under (equivalent to (equivalent to (equivalent to the 2006 Network approximately approximately approximately Services Agreement HK$12 million) HK$11 million) HK$8 million)

Transactions with II — — — Guangzhou Airport under the 2006 Network Services Agreement

— 16 — ANNUAL CAPS

Set out below is a summary of the Annual Caps for the Continuing Connected Transactions proposed for the three years ending 31 December 2012:

Respective types of Continuing Connected Transactions with reference to the section headed “Continuing Connected Transactions” Year ending 31 December above 2010 2011 2012

Air China Transactions I(a) RMB345,207,000 RMB414,248,000 RMB497,098,000 (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$392 million) HK$471 million) HK$565 million)

I(b) RMB66,702,000 RMB80,043,000 RMB96,051,000 (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$76 million) HK$91 million) HK$109 million)

Southern Airlines Transactions I(a) RMB484,553,000 RMB581,463,000 RMB697,756,000 (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$551 million) HK$661 million) HK$793 million)

Lucky Airlines Transactions I(a) RMB25,047,000 RMB30,057,000 RMB36,068,000 (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$28 million) HK$34 million) HK$41 million)

— 17 — Respective types of Continuing Connected Transactions with reference to the section headed “Continuing Connected Transactions” Year ending 31 December above 2010 2011 2012

Shandong Airlines Transactions I(a) RMB48,135,000 RMB57,762,000 RMB69,314,000 (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$55 million) HK$66 million) HK$79 million)

I(b) RMB4,163,000 RMB4,996,000 RMB5,995,000 (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$5 million) HK$6 million) HK$7 million)

Eastern Airlines Transactions I(b) RMB86,365,000 RMB103,639,000 RMB124,366,000 (taking into account the estimated (equivalent to (equivalent to (equivalent to amounts of the Shanghai approximately approximately approximately Airlines Transactions ) HK$98 million) HK$118 million) HK$141 million)

Macau Airlines Transactions I(b) RMB11,435,000 RMB13,722,000 RMB16,466,000 (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$13 million) HK$16 million) HK$19 million)

Xiamen Airlines Transactions I(c) RMB120,000 RMB120,000 RMB120,000 (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$136,000) HK$136,000) HK$136,000)

— 18 — Respective types of Continuing Connected Transactions with reference to the section headed “Continuing Connected Transactions” Year ending 31 December above 2010 2011 2012

Hainan Airlines Transactions I(c) RMB120,000 RMB120,000 RMB120,000 (equivalent to (equivalent to (equivalent to approximately approximately approximately HK$136,000) HK$136,000) HK$136,000)

Transactions with Huadong Cares II RMB37,138,000 RMB44,566,000 RMB53,479,000 under the New Network (equivalent to (equivalent to (equivalent to Services Agreement approximately approximately approximately HK$42 million) HK$51 million) HK$61 million)

Transactions with Shanghai Cares II RMB280,000 RMB336,000 RMB403,000 under the New Network (equivalent to (equivalent to (equivalent to Services Agreement approximately approximately approximately HK$0.3 million) HK$0.4 million) HK$0.5 million)

Transactions with Xinan Cares II RMB26,510,000 RMB31,812,000 RMB38,174,000 under the New Network (equivalent to (equivalent to (equivalent to Services Agreement approximately approximately approximately HK$30 million) HK$36 million) HK$43 million)

Transactions with Qingdao Cares II RMB4,840,000 RMB5,808,000 RMB6,970,000 under the New Network (equivalent to (equivalent to (equivalent to Services Agreement approximately approximately approximately HK$6 million) HK$7 million) HK$8 million)

— 19 — Respective types of Continuing Connected Transactions with reference to the section headed “Continuing Connected Transactions” Year ending 31 December above 2010 2011 2012

Transactions with Hainan Cares II RMB3,672,000 RMB4,406,000 RMB5,288,000 under the New Network (equivalent to (equivalent to (equivalent to Services Agreement approximately approximately approximately HK$4 million) HK$5 million) HK$6 million)

Transactions with Hubei Cares II RMB6,229,000 RMB7,475,000 RMB8,970,000 under the New Network (equivalent to (equivalent to (equivalent to Services Agreement approximately approximately approximately HK$7 million) HK$8 million) HK$10 million)

Transactions with Chongqing Cares II RMB2,470,000 RMB2,964,000 RMB3,557,000 under the New Network (equivalent to (equivalent to (equivalent to Services Agreement approximately approximately approximately HK$3 million) HK$3 million) HK$4 million)

Transactions with Yunnan Cares II RMB4,211,000 RMB5,053,000 RMB6,064,000 under the New Network (equivalent to (equivalent to (equivalent to Services Agreement approximately approximately approximately HK$5 million) HK$6 million) HK$7 million)

Transactions with Xiamen Cares II RMB3,802,000 RMB4,562,000 RMB5,475,000 under the New Network (equivalent to (equivalent to (equivalent to Services Agreement approximately approximately approximately HK$4 million) HK$5 million) HK$6 million)

— 20 — Respective types of Continuing Connected Transactions with reference to the section headed “Continuing Connected Transactions” Year ending 31 December above 2010 2011 2012

Transactions with Xi’an Cares II RMB4,619,000 RMB5,543,000 RMB6,651,000 under the New Network (equivalent to (equivalent to (equivalent to Services Agreement approximately approximately approximately HK$5 million) HK$6 million) HK$8 million)

Transactions with Xinjiang Cares II RMB4,232,000 RMB5,078,000 RMB6,094,000 under the New Network (equivalent to (equivalent to (equivalent to Services Agreement approximately approximately approximately HK$5 million) HK$6 million) HK$7 million)

Transactions with Dongbei Cares II RMB6,611,000 RMB7,933,000 RMB9,520,000 under the New Network (equivalent to (equivalent to (equivalent to Services Agreement approximately approximately approximately HK$8 million) HK$9 million) HK$11 million)

Transactions with Shenzhen Cares II RMB15,257,000 RMB18,308,000 RMB21,970,000 under the New Network (equivalent to (equivalent to (equivalent to Services Agreement approximately approximately approximately HK$17 million) HK$21 million) HK$25 million)

Transactions with Guangzhou II RMB1,000,000 RMB1,200,000 RMB1,440,000 Airport under the New Network (equivalent to (equivalent to (equivalent to Services Agreement approximately approximately approximately HK$1 million) HK$1 million) HK$2 million)

— 21 — BASIS OF THE ANNUAL CAPS FOR THE CONTINUING CONNECTED TRANSACTIONS

(a) Provision of technology services

(b) Provision of (i) revenue accounting systems development and support services and (ii) passenger and cargo revenue accounting and settlement services

The Annual Caps are determined with reference to (i) the historical transaction amounts of such type of transactions between the Group and the connected persons for the year ended 31 December 2008 and the eight months ended 31 August 2009; (ii) an estimated annual increase of 20% in the level of service and scope of services provided by the Group taking into account of the future growth rate of aviation industry and the historical growth of airlines’ business in the recent years. In respect of the Eastern Airlines Transactions, the Annual Caps have taken into account the historical transaction amounts involving Shanghai Airlines in view of the absorption of Shanghai Airlines by Eastern Airlines to be expected in the near future.

The Annual Caps are determined based on the fixed amount of annual service fee charged under the previous agreements. It is expected that there will be no major change in the level of service fee for the period from 2010 to 2012.

— 22 — (d) Provision of network services

The Annual Caps are determined with reference to (i) the historical transaction amounts of the transactions with the Connected Service Companies under the 2006 Network Services Agreement for the year ended 31 December 2008 and the eight months ended 31 August 2009; and (ii) the Additional Services to be provided under the New Network Services Agreement other than those provided under the 2006 Network Services Agreement; and (iii) the estimated annual growth rate of 20% in the transaction volume of the existing and additional services taking into account of the anticipated growth of the PRC’s aviation and travel industry as well as the increasing frequency of business trips.

The Directors (other than the independent non-executive Directors whose opinion will be provided after receiving the advice of the independent financial adviser) believe that the Annual Caps are fair and reasonable in so far as the Company and the shareholders of the Company are concerned. The Independent Board Committee will give their recommendations, after taking into account the advice of the independent financial adviser, in their letter to the Independent Board Committee and the Independent Shareholders to be included in the Company’s circular.

REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS

The Group is principally engaged in provision of aviation information technology services in the PRC as well as provision of accounting, settlement and clearing services and information system development and support services to domestic and worldwide airline companies.

ACCA, which has become a wholly owned subsidiary of the Company since 3 March 2009, is principally engaged in the provision of accounting, settlement and clearing services and information system development and support services to commercial airlines and other aviation companies.

The provision of the various services as described in the section headed “I. Continuing Connected Transactions under the Waiver” is in the ordinary and usual course of business of the Group. The Group will receive service fees for provision of such services and thus such transactions will increase the total revenue of the Group.

— 23 — The Company entered into the 2006 Network Services Agreement with 21 Service Companies on 30 December 2006. The existing term of such agreement will expire on 31 December 2009. The Company therefore entered into the New Network Services Agreement with 25 Service Companies on 4 November 2009. The Service Companies are companies established by the Company and other parties for distributing the products of the Company and provide better services to customers in different regions.

The Directors are of the view that the Continuing Connected Transactions are conducted in the ordinary and usual course of business of the Group and on normal commercial terms, and the terms of the Continuing Connected Transactions and the Annual Caps are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole.

INFORMATION ABOUT THE CONNECTED COUNTERPARTIES

Air China

Air China is a subsidiary of National Aviation Holding, which is a Promoter of the Company, and is therefore a connected person of the Company under Rule 14A.11(4) of the Listing Rules. Air China (together with its subsidiaries) is principally engaged in the provision of air passenger, air cargo and airline-related services in the PRC.

Southern Airlines

Southern Airlines is a subsidiary of Southern Holding, which is a Promoter and a substantial shareholder of the Company, and is therefore a connected person of the Company under Rule 14A.11(4) of the Listing Rules. Southern Airlines is principally engaged in the provision of domestic, Hong Kong and Macau and international passenger, cargo and mail airline services. It is also a company listed on the Main Board of the Stock Exchange.

Xiamen Airlines

Xiamen Airlines is a Promoter and a subsidiary of Southern Airlines and thus a connected person of the Company under Rule 14A.11(3) of the Listing Rules. Its principal business activity is civil aviation in the PRC.

— 24 — Chongqing Airlines

Chongqing Airlines is a subsidiary of Southern Airlines and thus a connected person of the Company under Rule 14A.11(4) of the Listing Rules. Its principal business activity is civil aviation in the PRC.

Lucky Airlines

Both Hainan Airlines and Lucky Airlines are subsidiaries of Da Xin Hua Airlines Limited（大新華航空有限公司）. Lucky Airlines is an associate of Hainan Airlines and thus a connected person of the Company under Rule 14A.11(4) of the Listing Rules. Lucky Airlines is principally engaged in the operation of civil aviation.

Shandong Airlines

Shandong Airlines is a Promoter and thus a connected person of the Company under Rule 14A.11(3) of the Listing Rules. Shandong Airlines is principally engaged in airline operation in the PRC.

Eastern Airlines

Eastern Airlines is a subsidiary of Eastern Holding, which is a Promoter and a substantial shareholder of the Company, and is therefore a connected person of the Company under Rule 14A.11(4) of the Listing Rules. Eastern Airlines is a company listed on the Main Board of the Stock Exchange and is principally engaged in the operation of civil aviation, including the provision of passenger, cargo, mail delivery and other extended transportation services.

Macau Airlines

Macau Airlines is a subsidiary of Air China, which is a subsidiary of National Aviation Holding (a Promoter), and is therefore a connected person of the Company under Rule 14A.11(4) of the Listing Rules. Its principal business activity is civil aviation.

— 25 — Hainan Airlines

Hainan Airlines is a Promoter and thus a connected person of the Company under Rule 14A.11(3) of the Listing Rules. It is principally engaged in airline operation in the PRC.

Connected Service Companies

The Connected Service Companies comprising Huadong Cares, Shanghai Cares, Xinan Cares, Qingdao Cares, Hainan Cares, Hubei Cares, Chongqing Cares, Yunnan Cares, Xiamen Cares, Xi’an Cares, Xinjiang Cares, Dongbei Cares, Shenzhen Cares and Guangzhou Airport are connected persons of the Company for the following reasons:

(a) Huadong Cares is owned as to 41% by the Company, 41% by Eastern Airlines (a Promoter) and 18% by Shanghai International Airport Company Limited（上海國際機場股份有限公司）. As an associate of a Promoter, Huadong Cares is a connected person of the Company under Rule 14A.11(4) of the Listing Rules. Huadong Cares is principally engaged in provision of computer software and hardware development and data network services.

(b) Shanghai Cares is owned as to 50% by the Company and 50% by Shanghai Dongmei Aviation Travel Limited（上海東美航空旅遊有限公司）, which is a subsidiary of Eastern Holding (a Promoter). As an associate of a Promoter, Shanghai Cares is a connected person of the Company under Rule 14A.11(4) of the Listing Rules. Shanghai Cares is principally engaged in e- commerce, sales of computers and related parts and provision of network and technical services and economic information consultation services.

(c) Xinan Cares is owned as to 44% by the Company, 35% by Air China, 16% by Sichuan Airport Group Limited（四川省機場集團有限公司）and 5% by Sichuan Group. Air China is a subsidiary of National Aviation Holding which is a Promoter. As an associate of a Promoter, Xinan Cares is a connected person of the Company under Rule 14A.11(4) of the Listing Rules. Xinan Cares is principally engaged in provision of computer software and hardware development and data network services.

— 26 — (d) Qingdao Cares is a non-wholly owned subsidiary of the Company owned as to 51% by the Company, 36% by Qingdao International Airport Company（青島國際機場集團有限公司） and 13% by Huadong Cares. Huadong Cares is owned as to 41% by Eastern Airlines which is a Promoter. Qingdao Cares is therefore a connected person of the Company pursuant to Rule 14A.11(5) of the Listing Rules. Qingdao Cares is principally engaged in provision of computer software and hardware development and data network services.

(e) Hainan Cares is a non-wholly owned subsidiary of the Company owned as to 64.78% by the Company, 22.74% by Southern Holding (a Promoter), 4.16% by Air China, a subsidiary of National Aviation Holding (a Promoter), 4.16% by Hainan Airlines (a Promoter) and 4.16% by China Eastern Airlines Northwest Company（中國東方航空西北公司）, a branch company of Eastern Airlines which is a subsidiary of Eastern Holding (a Promoter). Hainan Cares is therefore a connected person of the Company pursuant to Rule 14A.11(5) of the Listing Rules. Hainan Cares is principally engaged in provision of electronic travel distribution and cargo management services, and sale and installation of the related information systems.

(f) Hubei Cares is a non-wholly owned subsidiary of the Company owned as to 50% by the Company, 12.50% by Shenzhen Cares (a non-wholly owned subsidiary of the Company), 12.5% by Eastern Wuhan (a Promoter), 12.50% by the committee of labour union of China Southern Airlines Company Limited（中國南方航空股份有限公司湖北分公司工會委員會）, 12.50% by Wuhan Tianhe Airport Limited（武漢天河機場有限責任公司）. Hubei Cares is therefore a connected person of the Company pursuant to Rule 14A.11(5) of the Listing Rules. Hubei Cares is principally engaged in provision of electronic travel distribution, airport passenger processing and cargo management services, and sale and installation of the related information systems.

(g) Chongqing Cares is a non-wholly owned subsidiary of the Company owned as to 51% by the Company, 24.50% by Air China which is a subsidiary of National Aviation Holding (a Promoter), and 24.50% by Chongqing Airport Group Limited（重慶機場（集團）有限公司）. Chongqing Cares is therefore a connected person of the Company pursuant to Rule 14A.11(5) of the Listing Rules. Chongqing Cares is principally engaged in provision of electronic tavel distribution, airport passenger processing and cargo management services, and sale and installation of the related information systems.

— 27 — (h) Yunnan Cares is a non-wholly owned subsidiary of the Company owned as to 51% by the Company and 49% by China Eastern Airlines-Yunnan Company（中國東方航空雲南公司）, a wholly-owned subsidiary of Eastern Airlines (a Promoter) which is a subsidiary of Eastern Holding (a Promoter). As an associate of a Promoter, Yunnan Cares is a connected person of the Company under Rule 14A.11(4) of the Listing Rules. Yunnan Cares is principally engaged in provision of computer software and hardware development and data network services.

(i) Xiamen Cares is a non-wholly owned subsidiary of the Company owned as to 51% by the Company, 28.5% by Xiamen Airlines (a Promoter), and 20.5% by Xiamen International Aviation Company Limited（廈門國際航空港股份有限公司）. Xiamen Cares is therefore a connected person of the Company pursuant to Rule 14A.11(5) of the Listing Rules. Xiamen Cares is principally engaged in provision of computer software and hardware development and data network services.

(j) Xi’an Cares is a non-wholly owned subsidiary of the Company owned as to 51% by the Company, 32% by China Eastern Airlines Northwest Company（中國東方航空西北公司） which is a branch company of Eastern Airlines, and 17% by China West Airport Group（西部機場集團）. Eastern Airlines (a Promoter) is a subsidiary of Eastern Holding which is a Promoter. Xi’an Cares is therefore a connected person of the Company pursuant to Rule 14A.11(5) of the Listing Rules. Xi’an Cares is principally engaged in provision of computer software and hardware development and data network services.

(k) Xinjiang Cares is a non-wholly owned subsidiary of the Company owned as to 51% by the Company, 24.5% by Xinjiang Airport Group Company Limited（新疆機場集團有限責任公司）, and 24.5% by Southern Holding (a Promoter). Xinjiang Cares is therefore a connected person of the Company pursuant to Rule 14A.11(5) of the Listing Rules. Xinjiang Cares is principally engaged in provision of computer software and hardware development and data network services.

(l) Dongbei Cares is owned as to 46% by the Company, 42% by Southern Holding (a Promoter), and 12% by Liaoning Airport Management Group Company（遼寧省機場管理集團公司）. As an associate of a Promoter, Dongbei Cares is a connected person of the Company under Rule 14A.11(4) of the Listing Rules. Dongbei Cares is principally engaged in provision of computer software and hardware development and data network services.

— 28 — (m) Shenzhen Cares is a non-wholly owned subsidiary of the Company owned as to 61.47% by the Company, 5.59% by Southern Holding (a Promoter), 5.59% by Air China, a subsidiary of National Aviation Holding (a Promoter), 5.59% by Xinhua Airlines, 5.59% by Shenzhen Airlines (a Promoter), 5.59% by Shenzhen Airport Company Limited（深圳市機場股份有限公司）, 5.59% by China Southern Airlines (Group) Shenzhen Company（中國南方航空（集團）深圳公司）, a subsidiary of Southern Holding (a Promoter) and 5.00% by Sichuan Group. Shenzhen Cares is therefore a connected person of the Company pursuant to Rule 14A.11(5) of the Listing Rules. Shenzhen Cares is principally engaged in provision of electronic travel distribution and cargo management services, and sale and installation of the related information systems.

(n) Guangzhou Airport is owned as to 20% by the Company, 39% by Southern Airlines which is a subsidiary of Southern Holding (a Promoter) and 41% by Guangdong Airport Management Corporation（廣東省機場管理集團公司）. As an associate of a Promoter, Guangzhou Airport is a connected person of the Company under Rule 14A.11(4) of the Listing Rules. Guangzhou Airport is principally engaged in provision of computer software and hardware development and technical consulting services.

IMPLICATIONS UNDER THE LISTING RULES

The Company proposes to seek a general mandate with a three-year term ending 31 December 2012 from the Independent Shareholders in order to continue the continuing connected transactions under the Waiver that have their existing terms expiring on 31 December 2009 but will continue after such date. In the event that the terms of the new written agreements are materially different from those being approved by the Independent Shareholders, the Company will re-comply with the reporting, announcement and/or independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Since the assets ratio and the revenue ratio with reference to the largest Annual Caps for the transactions with the Connected Service Companies under the New Network Services Agreement in aggregate exceeds 2.5%, the New Network Services Agreement is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

— 29 — The Company will establish the Independent Board Committee to advise the Independent Shareholders as to whether the Continuing Connected Transactions are (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms; and (iii) fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the shareholders of the Company as a whole, and whether the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the shareholders of the Company as a whole. The Independent Board Committee will advise the Independent Shareholders on how to vote at the EGM on the resolutions in respect of the Continuing Connected Transactions and the Annual Caps, after taking into account the recommendations of the independent financial adviser.

Voting at the EGM will be conducted by poll. Pursuant to the Listing Rules, shareholders with a material interest in the Continuing Connected Transactions and their respective associates shall abstain from voting on the relevant resolution(s). The table below sets out the shareholders of the Company who will abstain from voting on the resolutions to consider and approve the general mandate in respect of the continuing connected transactions under the Waiver and/or the New Network Services Agreement:

Transactions Shareholders of the Company to abstain from voting

Air China Transactions National Aviation Holding Shandong Airlines

Southern Airlines Transactions Southern Holding Xiamen Airlines

— 30 — Lucky Airlines Transactions Hainan Airlines Xinhua Airlines Changan Airlines

Shandong Airlines Transactions Shandong Airlines

Eastern Airlines Transactions Eastern Airlines Eastern Holding Eastern Wuhan

Macau Airlines Transactions National Aviation Holding Shandong Airlines

Xiamen Airlines Transactions Southern Holding Xiamen Airlines

Hainan Airlines Transactions Hainan Airlines Xinhua Airlines Changan Airlines

New Network Services Agreement Southern Holding Eastern Holding National Aviation Holding Xiamen Airlines Eastern Airlines Eastern Wuhan Shenzhen Airlines Xinhua Airlines Hainan Airlines Sichuan Group

— 31 — DEFINITIONS

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

“ACCA” Accounting Centre of China Aviation Limited Company（中國航空結算有限責任公司）, a wholly-owned subsidiary of the Company

“Air China” Air China Limited（中國國際航空股份有限公司）

“Air China Transactions” the continuing connected transactions between the Group and Air China in relation to the provision of technology services, revenue accounting systems development and support services and passenger and cargo revenue accounting and settlement services as set out in this announcement

“Annual Cap(s)” the expected maximum aggregate annual amount of the Continuing Connected Transactions for each of the three years ending 31 December 2012, as set out in the paragraph headed “Annual Caps” in this announcement

“associate(s)” have the same meaning ascribed to it under Chapters 1 and 19A of the Listing Rules

“Board” the board of Directors

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

“Changan Airlines” Changan Airlines Limited（長安航空有限責任公司）, a Promoter with a shareholding of 0.08% in the Company

“Chongqing Airlines” Chongqing Airlines Company Limited（重慶航空有限公司）

— 32 — “Chongqing Cares” Cares Chongqing Information Technology Co., Ltd.（重慶民航凱亞信息技術有限公司）

“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

“connected person(s)” has the same meaning as ascribed to it under the Listing Rules

“Connected Service Huadong Cares, Shanghai Cares, Xinan Cares, Qingdao Cares, Companies” Hainan Cares, Hubei Cares, Chongqing Cares, Yunan Cares, Xiamen Cares, Xi’an Cares, Xinjiang Cares, Dongbei Cares, Shenzhen Cares and Guangzhou Airport which are the connected persons of the Company under Chapter 14A of the Listing Rules

“Continuing Connected Air China Transactions, Southern Airlines Transactions, Lucky Transactions” Airlines Transactions, Shandong Airlines Transactions, Eastern Airlines Transactions, Macau Airlines Transactions, Xiamen Airlines Transactions and Hainan Airlines Transactions and the transactions between the Company and the Connected Service Companies contemplated under the New Network Services Agreement

“Directors” the directors of the Company

“Dongbei Cares” Shenyang Civil Aviation Cares of Northeast China, Ltd.（瀋陽民航東北凱亞有限公司）

“ Eastern Airlines” China Eastern Airlines Corporation Limited（中國東方航空股份有限公司）, a Promoter with a shareholding of 0.27% in the Company

— 33 — “Eastern Airlines the continuing connected transactions between ACCA and Transactions” Eastern Airlines in relation to the provision of revenue accounting systems development and support services and passenger and cargo revenue accounting and settlement services as set out in this announcement

“Eastern Holding” China Eastern Air Holding Limited（中國東方航空集團公司）, a Promoter with a shareholding of 11.22% in the Company and thus a substantial shareholder of the Company

“Eastern Wuhan” China Eastern Airlines Wuhan Company Limited（中國東方航空武漢有限責任公司）, a Promoter with a shareholding of 0.13% in the Company and a subsidiary of Eastern Holding

“EGM” extraordinary general meeting of the Company to be convened for the purpose of, among other things, approving the Continuing Connected Transactions and the Annual Caps mentioned in this announcement by the Independent Shareholders, and the notice of which will be set out in a circular to be despatched to the shareholders of the Company

“Group” the Company and its subsidiaries, including ACCA

“Guangzhou Airport” Guangzhou Airport AirSpan Information Technology Co. Ltd.（廣州空港航翼信息科技有限公司）

“Hainan Airlines” Hainan Airlines Company Limited（海南航空股份有限公司）, a Promoter with a shareholding of 1.13% in the Company

“Hainan Airlines the continuing connected transactions between ACCA and Transactions” Hainan Airlines in relation to the provision of interline data exchange services as set out in this announcement

— 34 — “Hainan Cares” Hainan Civil Aviation Cares Co., Ltd.（海南民航凱亞有限公司）

“Huadong Cares” Shanghai Civil Aviation East China Cares System Integration Co., Ltd.（上海民航華東凱亞系統集成有限公司）

“Hubei Cares” Cares Hubei Co., Ltd.（湖北民航凱亞有限公司）

“Independent Board the independent board committee of the Company to be formed by Committee” the Company to advise the Independent Shareholders in respect of the Continuing Connected Transactions and the Annual Caps as set out in this announcement

“Independent Shareholders” the shareholders of the Company who are not required to abstain from voting in respect of the relevant Continuing Connected Transactions at the EGM

“Independent Third Parties” third parties independent of the Company and the connected persons of the Company

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Lucky Airlines” Yunnan Lucky Airlines Company Limited（雲南祥鵬航空有限責任公司）

“Lucky Airlines the continuing connected transactions between the Company and Transactions” Lucky Airlines in relation to the provision of technology services as set out in this announcement

“Macau Airlines” Air Macau Company Limited（澳門航空股份有限公司）

“Macau Airlines the continuing connected transactions between ACCA and Transactions” Macau Airlines in relation to the provision of passenger and cargo revenue accounting and settlement services as set out in this announcement

— 35 — “Major Promoters” Southern Holding, Eastern Holding, National Aviation Holding, Xiamen Airlines, Eastern Airlines and Eastern Wuhan

“Minority Promoters” Changan Airlines, Xinhua Airlines, Hainan Airlines and Shandong Airlines

“National Aviation Holding” China National Aviation Holding Company（中國航空集團公司）, a Promoter with a shareholding of 9.17% in the Company

“New Network Services the framework agreement entered into between the Company and Agreement” 25 Service Companies in relation to network services on 4 November 2009

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

“Promoter” promoter of the Company

“Qingdao Cares” Civil Aviation Cares of Qingdao Limited（青島民航凱亞系統集成有限公司）

“Service Company(ies)” the companies which entered into the New Network Services Agreement with the Company on 4 November 2009 and details of such companies are set out in this announcement

“Shandong Airlines” Shandong Airlines Company Limited（山東航空股份有限公司）, a Promoter with a shareholding of 0.45% in the Company

“Shandong Airlines the continuing connected transactions between the Group and Transactions” Shandong Airlines in relation to the provision of technology services, revenue accounting systems development and support services and passenger and cargo revenue accounting and settlement services as set out in this announcement

— 36 — “Shanghai Airlines” Shanghai Airlines Co., Ltd.（上海航空股份有限公司）

“Shanghai Airlines the transactions between ACCA and Shanghai Airlines in relation Transactions” to the provision of revenue accounting systems development and support services and passenger and cargo revenue accounting and settlement services as set out in this announcement

“Shanghai Cares” Shanghai Dongmei Aviation Tourism Online Co., Ltd. (上海東美在線旅行社有限公司）

“Shenzhen Airlines” Shenzhen Airlines Company Limited（深圳航空有限責任公司）, a Promoter with a shareholding of 0.64% in the Company

“Shenzhen Cares” Cares Shenzhen Co., Ltd.（深圳民航凱亞有限公司）

“Sichuan Group” Sichuan Air Group Company（四川航空集團公司）, a Promoter with a shareholding of 0.18% in the Company

“Southern Airlines” China Southern Airlines Company Limited（中國南方航空股份有限公司）

“Southern Airlines the continuing connected transactions between the Company, Transactions” Southern Airlines, Xiamen Airlines and Chongqing Airlines in relation to the provision of technology services to Southern Airlines, Xiamen Airlines and Chongqing Airlines as set out in this announcement

“Southern Holding” China Southern Air Holding Company（中國南方航空集團公司）, a Promoter with a shareholding of 11.94% in the Company and thus a substantial shareholder of the Company

“Stock Exchange” The Stock Exchange of Hong Kong Limited

— 37 — “substantial shareholder” has the same meaning as ascribed to it under the Listing Rules

“Waiver” a waiver granted by the Stock Exchange from strict compliance with the requirement of having written agreements under Rule 14A.35(1) of the Listing Rules with respect to Air China Transactions, Southern Airlines Transactions, Lucky Airlines Transactions, Shandong Airlines Transactions, Eastern Airlines Transactions, Macau Airlines Transactions, Xiamen Airlines Transactions and Hainan Airlines Transactions. Such waiver is for a three-year term commencing from the expiry of the respective terms of the existing transactions above

“Xiamen Airlines” Xiamen Airlines Company Limited（廈門航空有限公司）, a Promoter with a shareholding of 2.25% in the Company and a subsidiary of Southern Holding

“Xiamen Airlines the continuing connected transactions between ACCA and Xiamen Transactions” Airlines in relation to the provision of interline data exchange services as set out in this announcement

“Xiamen Cares” Civil Aviation Cares of Xiamen Ltd.（廈門民航凱亞有限公司）

“Xi’an Cares” Civil Aviation Cares of Xi’an Ltd.（西安民航凱亞科技有限公司）

“Xinan Cares” Aviation Cares of Southwest Chengdu, Ltd.（成都民航西南凱亞有限責任公司）

“Xinhua Airlines” China Xinhua Airlines Company Limited（中國新華航空有限責任公司）, a Promoter with a shareholding of 0.78% in the Company

“Xinjiang Cares” Civil Aviation Cares Technology of Xinjiang Ltd.（新疆民航凱亞信息網絡有限責任公司）

“Yunnan Cares” Aviation Cares of Yunnan Information Co., Ltd.（雲南民航凱亞信息有限公司）

— 38 — “2006 Network Services the framework agreement entered into between the Company and Agreement” 21 Service Companies in relation to network services on 30 December 2006

“%” per cent.

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

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

Beijing, the PRC, 4 November 2009

As at the date of this announcement, the Board 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 Mr Yick Wing Fat, Simon, Mr Yuan Yaohui and Mr Chua Keng Directors: Kim.

— 39 —