Star Plus Legend Holdings Limited — Proxy Solicitation & Information Statement 2006

Jul 13, 2006

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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 [(note1)]

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

am/are the registered holder(s) of

(note 1)

H Shares/Domestic Shares [(note][3)] in AviChina Industry & Technology Company Limited (the “Company”), hereby appoint the chairman of the Extraordinary General Meeting or [(note][4)]

of

as my/our proxy/proxies [(note][3)] to attend the Extraordinary General Meeting of the Company to be held at 9:00 a.m. on 28 August 2006 at Beijing Jinjiang Fuyuan Hotel, No.11 Ronghua Road, Beijing Economic & Technological Development Area, Beijing, the People’s Republic of China (the “PRC”)for, or ifornoatsuchany adjournindicationthereofis given,and voteas my/ouron theproxy/proxiesresolutions to [(note] be presented [3)] think(s)atfit.the meeting and any adjournment thereof as hereunder indicated

	No	. Items	. Items
		Special Resolutions
	1.	The resolution relating to the proposed amendment to Article 53 of the articles of association of the Company
	2.	The resolution relating to the proposed amendment to Article 87 of the articles of association of the Company
		Ordinary Resolution
	1.	The resolution relating to the appointment of Mr. Lau Chung Man, Louis as independent non-executive director of the Company with a term of three years commencing from the date on which the resolution is passed, the authorization of any executive director of the Company to sign the relevant engagement letter on behalf of the Company and the remuneration committee of the board of directors of the Company to determine his remuneration
	Date:	2006 Signature(s):

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 shareholder of the Company but should attend the meeting in person. Any alteration to this form shall be initialised by the person who sign(s) 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 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 no others be entitled to vote in respect thereof. 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.

3. 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, your proxy/proxies is/are entitled to vote as he/they think(s) fit.

4. This proxy form must be signed under your hand or your attorney duly authorized in writing (and for such purpose, the authorization 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.

5. 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 authorization, if any, under which it is signed by an attorney duly authorized or other persons being authorized 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 form of proxy 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 Service Limited at Rooms 1712-1716, 17 Floor, Hopewell Center, 183 Queen’s Road East, Hong Kong by post or by facsimile (Facsimile No: 852-2865 0990) within the time stated above.

6. Any proxy/proxies who attend(s) 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.

7. 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.

8. 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.

9. for identification purposes only