Star Plus Legend Holdings Limited — Proxy Solicitation & Information Statement 2005

Nov 2, 2005

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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][3)] , of (note 2) am/are the registered holder(s) of (note 1) H Shares/Domestic (note 3) Shares in AviChina Industry & Technology Company Limited (the “Company”), hereby appoint the chairman of the Extraordinary General Meeting or

of

(note 4)

of

[3)] as my/our proxy/proxies [(note] to attend the extraordinary general meeting of the Company to be held at 9 a.m. on Monday, 19 December 2005 at Kang Ming Hotel, No. 18 Meishuguan Hou Jie, Dong Cheng Qu, Beijing, the People’s Republic of China (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 [(note][3)] thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (note 5)	FOR (note 5)	AGAINST (note 5)	AGAINST (note 5)
1.	“THAT the supplemental agreement dated 26 August 2005
	entered into between the Company and AVIC II (as defined in the
	Company’s circular dated 2 November 2005 (“Circular”)) in
	relation to certain amendments of the Mutual Supply Agreement
	(as defined in the Circular), a copy of which has been initialed by
	the Chairman and for the purposes of identification marked “A”
	be and is hereby approved, ratified and confirmed			and any one
	director of the Company be and he is hereby authorized to do all
	such further acts and things and execute such further documents
	or supplemental agreements or deeds on behalf of the Company
	and take all such steps which in		his opinion may be necessary,
	desirable or expedient to implement and/or give			effect to the
	terms of the said supplemental agreement and to make and agree
	with such changes in	the terms of the said supplemental
	agreement as he may in his discretion consider necessary,
	desirable and expedient and in the interest of the Company, that
	the continuing connected transactions under the Mutual Supply
	Agreement, which the Company expects to be conducted on
	normal commercial terms, be and are hereby generally approved
	and that the proposed annual Caps in respect of the Mutual
	Supply Agreement as set out in		the Circular be and are hereby
	approved, ratified and confirmed.”

“ THAT the supplemental agreement dated 26 August 2005 entered into between the Company and AVIC II in relation to certain amendments of the Comprehensive Services Agreement (as defined in the Circular), a copy of which has been initialed by the Chairman and for the purposes of identification marked “B” be and is hereby approved, ratified and confirmed and any one director of the Company be and he is hereby authorized to do all such further acts and things and execute such further documents or supplemental agreements or deeds on behalf of the Company and take all such steps which in his opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of the said supplemental agreement and to make and agree with such changes in the terms of the said supplemental agreement as he may in his discretion consider necessary, desirable and expedient and in the interest of the Company, that the continuing connected transactions under the Comprehensive Services Agreement, which the Company expects to be conducted on normal commercial terms, be and are hereby generally approved and that the proposed annual Caps in respect of the Comprehensive Services Agreement as set out in the Circular be and are hereby approved, ratified and confirmed.”

“ THAT the supplemental agreement dated 26 August 2005 entered into between the Company and AVIC II in relation to certain amendments of the Technology Cooperation Agreement (as defined in the Circular), a copy of which has been initialed by the Chairman and for the purposes of identification marked “C” be and is hereby approved, ratified and confirmed and any one director of the Company be and he is hereby authorized to do all such further acts and things and execute such further documents or supplemental agreements or deeds on behalf of the Company and take all such steps which in his opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of the said supplemental agreement and to make and agree with such changes in the terms of the said supplemental agreement as he may in his discretion consider necessary, desirable and expedient and in the interest of the Company, that the continuing connected transactions under the Technology Cooperation Agreement, which the Company expects to be conducted on normal commercial terms, be and are hereby generally approved and that the proposed annual Caps in respect of the Technology Cooperation Agreement as set out in the Circular be and are hereby approved, ratified and confirmed.”

“ THAT the supplemental agreement dated 26 August 2005 entered into between the Company and AVIC II in relation to certain amendments of the Properties Leasing Agreement (as defined in the Circular), a copy of which has been initialed by the Chairman and for the purposes of identification marked “D” be and is hereby approved, ratified and confirmed and any one director of the Company be and he is hereby authorized to do all such further acts and things and execute such further documents or supplemental agreements or deeds on behalf of the Company and take all such steps which in his opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of the said supplemental agreement and to make and agree with such changes in the terms of the said supplemental agreement as he may in his discretion consider necessary, desirable and expedient and in the interest of the Company, that the continuing connected transactions under the Properties Leasing Agreement, which the Company expects to be conducted on normal commercial terms, be and are hereby generally approved and that the proposed annual Caps in respect of the Properties Leasing Agreement as set out in the Circular be and are hereby approved, ratified and confirmed.”

5.	“THAT the supplemental agreement dated 26 August 2005
	entered into between the Company and AVIC II in relation to
	certain amendments of the Internal CT Agreement (as defined in
	the Circular), a copy of which has been initialed by the Chairman
	and for the purposes of identification marked “E” be and is
	hereby approved, ratified and confirmed and any one director of
	the Company be and he is hereby authorized to do all such further
	actsandthingsandexecutesuchfurtherdocumentsor
	supplemental agreements or deeds on behalf of the Company and
	take all such steps which in his opinion may be necessary,
	desirable or expedient to implement and/or give effect to the
	terms of the said supplemental agreement and to make and agree
	with such changes in the terms of the said supplemental
	agreement as he may in his discretion consider necessary,
	desirable and expedient and in the interest of the Company, that
	the continuing connected transactions under the Internal CT
	Agreement, which the Company expects to be conducted on
	normal commercial terms, be and are hereby generally approved
	and that the proposed annual Caps in respect of the Internal CT
	Agreement as set out in the Circular be and are hereby approved,
	ratified and confirmed.”
6.	“THAT the continuing connected transactions under the Land
	Use Rights Leasing Agreement (as defined in the Circular),
	whichtheCompanyexpectstobeconductedonnormal
	commercial terms, be and are hereby generally approved and that
	theproposedannualCapsofthecontinuingconnected
	transactions under the Land Use Rights Leasing Agreement as set
	out in the Circular be and are hereby approved, ratified and
	confirmed.”
7.	“THATthecontinuingconnectedtransactionsunderthe
	Mitsubishi Technology Transfer Agreement (as defined in the
	Circular), which the Company expects to be conducted on normal
	commercial terms, be and are hereby generally approved and that
	theproposedannualCapsofthecontinuingconnected
	transactionsundertheMitsubishiTechnologyTransfer
	Agreement as set out in the Circular be and are hereby approved,
	ratified and confirmed.”
8.	“THATthecontinuingconnectedtransactionsunderthe
	Mitsubishi CKD Agreement (as defined in the Circular), which
	the Company expects to be conducted on normal commercial
	terms, be and are hereby generally approved and that the
	proposed annual Caps of the continuing connected transactions
	under the Mitsubishi CKD Agreement as set out in the Circular
	be and are hereby approved, ratified and confirmed.”
9.	“THAT the continuing connected transactions under the Agusta
	Agreement (as defined in the Circular), which the Company
	expects to be conducted on normal commercial terms, be and are
	hereby generally approved and that the proposed annual Caps of
	thecontinuingconnectedtransactionsundertheAgusta
	Agreement as set out in the Circular be and are hereby approved,
	ratified and confirmed.”
10.	“THAT the continuing connected transactions under the Liana
	LicenceAgreement,theNewSeriesAutomobileLicence
	Agreement and the K Series Engine Agreement (as such terms are
	defined in the Circular), which the Company expects to be
	conducted on normal commercial terms, be and are hereby
	generally approved and that the proposed annual Caps of the
	continuing connected transactions under the Liana Licence
	Agreement, the New Series Automobile Licence Agreement and
	the K Series Engine Licence Agreement as set out in the Circular
	be and are hereby approved, ratified and confirmed.”

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1. “ THAT the continuing connected transactions under the Mitsubishi Joint Development Agreement (as defined in the Circular), which the Company expects to be conducted on normal commercial terms, be and are hereby generally approved and that the proposed annual Caps of the continuing connected transactions under the Mitsubishi Joint Development Agreement as set out in the Circular be and are hereby approved, ratified and confirmed.” 12. “ THAT the continuing connected transactions under the Mitsubishi Hafei CKD Agreement (as defined in the Circular), which the Company expects to be conducted on normal commercial terms, be and are hereby generally approved and that the proposed annual Caps of the continuing connected transactions under the Mitsubishi Hafei CKD Agreement as set out in the Circular be and are hereby approved, ratified and confirmed.”

Date:

2005

Signature:

(note 6)

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 initialed by the person who sign this form. In the case of joint holders of Shares, any one of such joint holders may vote at the Extraordinary General Meeting, either personally or by proxy, in respect of such Shares 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 if 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.

10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Extraordinary General Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

• For identification purposes only