Star Plus Legend Holdings Limited — Proxy Solicitation & Information Statement 2004

Nov 15, 2004

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ACTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in AviChina Industry & Technology Company Limited (“Company”), you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee, or to the bank, securities dealer or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited (“Stock Exchange”) takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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AviChina Industry & Technology Company Limited* (A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2357)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

An extraordinary general meeting (“EGM”) of the Company will be held at 9 a.m. on Thursday, 30 December 2004 at Beijing Oriental Culture Hotel, No. 101, Jiao Dao Kou East Street, Dongcheng District, Beijing, the People’s Republic of China (“PRC”). A notice convening such meeting is set out on page 4 of this circular. Enclosed herewith is a form of proxy for use in the EGM. This form of proxy is also published on the website of the Stock Exchange (www.hkex.com.hk).

Holders of H Shares or Domestic Shares who wish to attend the EGM must complete the reply slip to confirm attendance, and return the same to the correspondence address designated by the Company not later than 20 days before the date the EGM is held, i.e. no later than Friday, 10 December 2004.

Pursuant to the provisions of the Company’s Articles of Association (“Articles”), the H Share register of the Company will be closed 30 days before the date of the EGM will be held, during which no transfer of H Shares will be effected. Pursuant to Article 38 of the Articles, the H Share register of the Company will be closed between Tuesday, 30 November and Thursday, 30 December, 2004 (both days inclusive), during which no transfer of H Shares will be effected. Holders of H Shares and Domestic Shares of the Company whose names are set out in the Company’s register of members on Thursday, 30 December 2004 are entitled to attend the EGM.

In order to attend the EGM, holders of the Company’s H Shares shall lodge all transfers together with the relevant share certificates to Computershare Hong Kong Investor Services Limited, the Company’s H Shares Registrar, not later than 4:00 p.m. on Monday, 29 November 2004 at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return to the Company, where: (i) for the holders of the Company’s H Shares, to Computershare Hong Kong Investor Services Limited at the address stated above; (ii) for the holders of the Company’s Domestic Shares, to the designated address of the Company at P. O. Box 1655, Beijing, the PRC (Postal code: 100009) as soon as possible and in any event not later than 24 hours before the time the EGM or its any adjourned meeting is designated to be held. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

* For identification purposes only

12 November 2004

CONTENTS

				Page
**Letter **	from the Board	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**Notice **	**of Extraordinary **	General Meeting	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4

— i —

LETTER FROM THE BOARD

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AviChina Industry & Technology Company Limited* (A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2357)

Executive Directors: Mr. Zhang Hongbiao (Chairman) Mr. Wu Xiandong (Vice Chairman)

Non-executive Directors:

Registered Address and Principal Place of Business: No. 16 Hong Da Bei Lu, Beijing, Economic Technological Development Area, Beijing, the PRC

Mr. Liang Zhenhe

Mr. Song Jingang Mr. Chen Huaiqiu Mr. Xu Tongxing Mr. Cui Xuewen Mr. Tian Min Mr. Yang Jinhuai Ms. Hu Jiarui Mr. Maurice Savart

Principal Place of Business in Hong Kong:

19/F CATIC Plaza, 8 Causeway Road, Causeway Bay, Hong Kong

Independent Non-executive Directors:

Dr. The Hon. Li Kwok-Po, David

Mr. Guo Chongqing

To all shareholders:

Dear Sirs,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

1. INTRODUCTION

This circular is intended to provide information to the shareholders on the resolutions to be proposed in the EGM. Such resolutions relate to (i) the amendments to the Articles; and (ii) the appointment of an independent non-executive director of the Company (“Director(s)”).

* For identification purposes only

— 1 —

LETTER FROM THE BOARD

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In accordance with Rule 3.10 (1) of the Rules Governing the Listing of Securities on the Stock Exchange (“Listing Rules”) and the requirement of the Stock Exchange, the board of Directors of the Company (“Board”) must comprise at least three independent non-executive Directors. Since the Company has appointed two independent non-executive Directors to the Board only, it is necessary for the Company to additionally appoint an independent non-executive Director, and make corresponding amendments to the Articles. As such, the Board proposes to the shareholders to amend Article 87 of the Articles at the EGM so as to ensure the compliance of the provisions under the Listing Rules as follows:

The existing Article 87 of the Articles will be substituted by the following new Article 87:

“The Company shall have a Board comprising fourteen Directors. The Board shall include a Chairman of the Board and two vice-chairmen. Of these, more than half of the Board (including half of the Board) shall be external Directors (refer to Directors who do not have executive posts in the Company) and three shall be independent Directors.”

The above amendment will be subject to the approval of the shareholders in the EGM by way of special resolution.

3. APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board proposes to the shareholders to appoint Mr. Li Xianzong as an independent non-executive director of the Board at the EGM.

Mr. Li Xianzong, 46, a professor and supervisor for master degree candidates. He graduated from Zhengzhou Institute of Aeronautical Industry Management in 1982. He then graduated from Tianjin Finance and Economics Academy in 1996 with a master degree majoring in accounting. Mr. Li was the deputy chairman and subsequently the chairman of the Accounting Department, Zhengzhou Institute of Aeronautical Industry Management. Mr. Li is the vice chancellor of Zhengzhou Institute of Aeronautical Industry Management. Mr. Li was the independent non-executive director of Guizhou Guihang Automobile Parts Joint Stock Company Limited. Mr. Li is also a member of the Association of Accounting in the PRC, member of the Professors’ Association of Accounting in the PRC, non-practicing member of the Chinese Institute of Certified Public Accountants in the PRC, an asset appraiser, member of the Institute of Internal Auditors, and a member of the third council of the Chief Accountants’ Association in the PRC.

Mr. Li does not have any relationships with any Directors, supervisors, members of senior management or substantial or controlling shareholders of the Company. In addition, Mr. Li does not have any interests in the shares of the Company which are discloseable under Part XV of the Securities and Futures Ordinance (Cap. 571).

The term of Mr. Li’s appointment will commence from 31 December 2004 to the date the annual general meeting of 2006 is held where the resolutions to propose the re-election of the First Board is passed. Mr. Li will enter into a service contract with the Company, and his remuneration will be determined by the remuneration committee of the Board on the basis of his work duties and job experiences.

— 2 —

LETTER FROM THE BOARD

The above amendment will be subject to the approval of the shareholders in the EGM by way of an ordinary resolution.

Save as those disclosed in this circular, there are no other matters that need to be brought to the attention of the shareholders of the Company.

4. PROCEDURES FOR DEMANDING A POLL BY SHAREHOLDERS

According to Article 66 of the Articles and subject to the rules prescribed by the Stock Exchange or any relevant stock exchange from time to time, at any shareholders’ general meeting a resolution shall be decided on a show of hands unless a poll is (before or after any vote by show of hands) demanded: (i) by the chairman of the meeting; (ii) by at least two shareholders or proxies entitled to vote; or (iii) by one or more shareholders (including proxy of shareholder) alone or jointly representing 10 percent or more (inclusive) of all Shares carrying the right to vote at such meeting.

Unless a poll is demanded otherwise, the declaration of the results on a show of hands by the chairman of the meeting on the approval of the resolution proposed and recorded in the minutes of the meeting will be final, without inclusion of evidences on the votes as to the proportion for or against the resolution proposed in such meeting. The demand for a poll may be withdrawn by the party who has made such demand.

5. RECOMMENDATIONS

The Directors recommend the shareholders to vote for the resolutions as set out in the notice of the EGM.

By order of the Board

AviChina Industry & Technology Company Limited* Yan Lingxi

Company Secretary

Hong Kong, 12 November 2004

— 3 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

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AviChina Industry & Technology Company Limited*

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

(Stock Code: 2357)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an extraordinary general meeting of AviChina Industry & Technology Company Limited (“Company”) will be held at 9 a.m. on Thursday, 30 December 2004 at Beijing Oriental Culture Hotel, No. 101, Jiao Dao Kou East Street, Dongcheng District, Beijing, the People’s Republic of China transact the businesses as follows:

I. To consider and approve the following as a special resolution:

“THAT the articles of association of the Company be and are hereby amended by substituting the existing Article 87 of the Articles by the following new Article 87:

“The Company shall have a board of Directors (“Board”) comprising fourteen Directors. The Board shall include a Chairman of the Board and two vice-chairmen. Of these, more than half of the Board (including half of the Board) shall be external Directors (refer to Directors who do not have executive posts in the Company) and three shall be independent Directors.””

II. To consider and approve the following as an ordinary resolution:

“THAT the appointment of Mr. Li Xianzong as an independent non-executive director of the Company be and is hereby approved with his term of office starting from the date of this resolution and that the remuneration committee of the Board be and is hereby authorised to determine his remuneration.”

By order of the Board

AviChina Industry & Technology Company Limited Yan Lingxi

Company Secretary

Hong Kong, 12 November 2004

* For identification purposes only

— 4 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes :

1. Closure of register of members and eligibility to attend the extraordinary general meeting of the Company (“EGM”)

Pursuant to Article 38 of the Articles of Association of the Company, the H Share register of the Company will be closed between Tuesday, 30 November 2004 and Thursday, 30 December 2004 (both days inclusive), during which no transfer of H Shares will be effected. Holders of the Company’s H Shares and Domestic Shares whose names appear on the Company’s Register of Members before 4:00 p.m. on Thursday, 30 December 2004 (both days inclusive) are entitled to attend the EGM.

In order to attend the EGM, holders of the Company’s H Shares shall lodge all transfers together with the relevant share certificates to Computershare Hong Kong Investor Services Limited, the Company’s H Shares Registrar, not later than 4:00 p.m. on Monday, 29 November 2004 at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

1. Registration procedures for attending the EGM

2. a. The shareholder or its proxies shall produce his identification proof;

3. b. Holders of H Shares or Domestic Shares who wish to attend the EGM must complete the reply slip to confirm the attendance, and return the same to the correspondence address designated by the Company not later than 20 days before the date of the EGM, i.e. no later than Friday, 10 December 2004.

4. c. Shareholders may deliver the reply slip by post or facsimile to the correspondence address designated by the Company.

5. Proxies

6. a. Any shareholder who is entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his behalf at the EGM. A proxy need not be a shareholder of the Company. Any shareholder who wish to appoint a proxy should first review the form of proxy for use in the EGM.

7. b. For any shareholder who has appointed more than one proxy, such proxies shall only vote on a poll. Whether or not the voting is conducted by a show of hands or by way of a poll, the results of the voting shall be calculated on the basis of number of shares relevant.

8. c. Any shareholder shall appoint its proxy in writing. The instrument appointing a proxy must be in writing signed under the hand of the appointor or his attorney duly authorized in writing. If the appointor is a legal person, the instrument shall be signed by its directors or attorneys duly authorized with the seal of the legal person affixed. If the instrument is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign or other documents of authorization must be notarially certified. In order to be valid,

— 5 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

the form of proxy, and a notarially certified copy of the power of attorney or other documents of authorization, where appropriate, must be delivered in the case of holders of domestic shares, to the correspondence address designated by the Company, and in the case of holders of H Shares, to Computershare Hong Kong Investor Services Limited at the address stated in note 1 above not less than 24 hours before the time for holding the EGM and return of a form of proxy will not preclude a shareholder from attending in person and voting at the EGM if he or she so wishes.

1. The EGM is expected to last for half a day. Shareholders attending the meeting are responsible for their own transportation and accommodation expenses.

Designated address of the P. O. Box 1655, Beijing, the PRC (Postal code: 100009) Company: Telephone No.: 86-10-64094825 Facsimile No.: 86-10-64094826 Attention: Yan Lingxi, Xu Bin

As at the date of this circular, the board of the Company comprises executive directors Mr. Zhang Hongbiao and Mr. Wu Xiandong, and non-executive directors Mr. Liang Zhenhe, Mr. Song Jingang, Mr. Chen Huaiqiu, Mr. Xu Tongxing, Mr. Cui Xuewen, Mr. Tian Min, Mr. Yang Jinhuai, Ms. Hu Jiarui, Mr. Maurice Savart as well as independent non-executive directors Dr. The Hon. Li Kwok-Po, David and Mr. Guo Chongqing.

— 6 —

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AviChina Industry & Technology Company Limited* (A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2357)

Proxy Form for use in the Extraordinary General Meeting

Number of H Shares related to this proxy form [(note][1)]

I/We [(note][2)] _________________________________ ,

of _____________________ (note 1) am/are the registered holder(s) of (note 1) H Shares/Domestic Shares in AviChina Industry & Technology Company Limited (the “Company”), hereby appoint the chairman of the Extraordinary General Meeting or [(note][3)] of as my/our

proxy/proxies to attend the extraordinary general meeting of the Company to be held at 9 a.m. on Thursday, 30 December 2004 at Beijing Oriental Culture Hotel, No. 101, Jiao Dao Kou East Street, Dongcheng District, Beijing, the PRC or at any adjournment thereof and vote on the resolutions to be presented at the meeting and any adjournment thereof as hereunder indicated for, or if no such indication is given, as my/our proxy/proxies thinks fit.

	No.	Items For(note 5) Against(note 5)	Items For(note 5) Against(note 5)
		Special Resolution
	I.	To amend Article 87 of the Articles of Association.
		Ordinary Resolution
	II.	To appoint Mr. Li Xianzong as an independent non-executive director and to authorize the remuneration committee of the Board to determine his remuneration
	Date:	2004 Signature:

Notes:

1. Please insert the number of shares registered in your name(s) and related to this proxy form. If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

2. Full name(s) and address(es) are to be inserted in Block Letters as set out in the register of members of the Company.

3. Please strike out the inappropriate one.

4. If you wish to appoint any person other than the Chairman of the Extraordinary General Meeting as your proxy, please delete the words “the chairman of the Extraordinary General Meeting or” and insert the name and address of the person to be appointed as your proxy in the space provided. If no name is inserted, the chairman of the extraordinary general meeting will become your proxy accordingly. Each shareholder is entitled to appoint one or more proxies to attend and vote on his behalf at the meeting. A proxy need not be a member of the Company but should attend the meeting in person. Any alteration to this form shall be initialised by the person who sign this form. In the case of joint holders of Shares, any one of such holders may vote at the Extraordinary General Meeting, either personally or by proxy, in respect of such Share as if he was solely entitled thereto, but if more than one of such joint holders are present at the Extraordinary General Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares, either personally or by proxy, shall alone and not others be entitled to vote in respect thereof.

5. If you wish to vote for any of the resolutions set out above, please tick in the box marked “For”. If you wish to vote against any of the resolutions set out above, please tick in the box marked “Against”. If no such indication is given, my/our proxy is/are entitled to vote as it/they thinks fit.

6. This proxy form must be signed under your hand or your attorney duly authorised in writing (and for such purpose, the authorisation must be notarially certified), or you are a body corporate or an entity, the instrument shall be signed under the hand of the chairman of the board or attorneys duly authorized in writing with the seal of the body corporate or entity affixed, provided that the way to sign this proxy form complies with the method as prescribed in the articles of association of such company or entity.

7. In order to be valid, holder of the domestic shares shall deliver the form of proxy, and a notarially certified copy of the power of attorney or other documents of authorisation, if any, under which it is signed by an attorney duly authorised or other persons being authorised to the Company not less than 24 hours before the time for holding the meeting. The postal address of the Company is P. O. Box 1655, Beijing, the PRC (Postal code: 100009). The reply slip shall be delivered to the Company by post or by facsimile (Facsimile No.: 86-10-64094826). Holders of H Shares shall deliver the relevant documents to Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong by post or by facsimile (Facsimile No.: 852-2865 0990).

8. Any proxy/proxies who attend the Extraordinary General Meeting on behalf of any shareholder shall bring along this proxy form as completed and signed together with identification proof of the proxy/proxies.

9. This proxy form shall be completed in two copies. One copy shall be delivered to the Company in accordance with notes 6 or 7. The other copy shall be produced at the time attending the Extraordinary General Meeting by the proxy/proxies in accordance with note 8.

* For identification purposes only

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AviChina Industry & Technology Company Limited*

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

(Stock Code: 2357)

Reply Slip for the Extraordinary General Meeting

To: AviChina Industry & Technology Company Limited (the “Company”)

I/We (note 1)

of being the registered holder(s) of (note 2) H Shares/Domestic Shares (note 3) of AviChina Industry

& Technology Company Limited (“the Company”), hereby inform the Company that I/we intend to attend (in person or by proxy) the extraordinary general meeting of the Company to be held at 9 a.m. on Thursday, 30 December 2004 at Beijing Oriental Culture Hotel, No. 101, Jiao Dao Kou East Street, Dongcheng District, Beijing, the PRC or any adjournment thereof.

Date: 2004 Signature:

Notes:

1. Please insert the full name(s) and registered address(es) as shown in the register of members in block letters.

2. Please insert the number of shares as registered in your name(s).

3. Please strike out the inappropriate one.

4. Please attach with a copy of your identify card/passport.

5. Please attach with copies of your title documents evidencing your shareholding.

6. In order to be valid, this reply slip as completed and signed shall be delivered to the Company before Friday, 10 December 2004. The postal address of the Company is P. O. Box 1655, Beijing, the PRC (Postal code: 100009). This reply slip may be returned by hand, by post or by facsimile (Facsimile No.: 86-10-64094826).

* For identification purposes only