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

Jul 13, 2006

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in AviChina Industry & Technology Company Limited (the “Company”), you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited 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.

==> picture [266 x 76] intentionally omitted <==

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, THE APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR AND CLOSURE OF REGISTER

A notice convening an Extraordinary General Meeting of AviChina Industry & Technology Company Limited to be held at Beijing Jinjiang Fuyuan Hotel, No.11 Ronghua Road, Beijing Economic & Technological Development Area, Beijing, the People’s Republic of China, at 9:00 a.m. on Monday, 28 August 2006 is set out on pages 5 to 7 of this circular.

If you intend to attend the Extraordinary General Meeting, please complete and return the enclosed reply slip in accordance with the instructions printed thereon as soon as possible and in any event by 5:00 p.m. on Tuesday, 8 August 2006.

Whether or not you are able to attend the Extraordinary General Meeting, please complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible and in any event by 24 hours before the convening of the Extraordinary General Meeting. Completion and delivery of the proxy form shall not preclude you from attending and voting at the Extraordinary General Meeting or any adjournment thereof should you so wish.

* For identification purposes only

12 July 2006

CONTENTS

			Page
**Letter **	from the Board	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Notice **	of the Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5

— i —

LETTER FROM THE BOARD

==> picture [266 x 79] intentionally omitted <==

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 Mr. Wu Xiandong Mr. Tan Ruisong

Registered Offices: No. 16, Hong Da Bei Lu Beijing Economic & Technological Development Area Beijing, PRC

Non-executive Directors:

Mr. Liang Zhenhe Mr. Song Jingang Mr. Wang Bin Mr. Chen Huaiqiu Mr. Tian Min

Principal Place of business in Hong Kong: Unit B, 15/F, United Centre Queensway 95, Hong Kong

Mr. Wang Yong

Mr. Maurice Savart

Independent non-executive Directors:

Mr. Guo Chongqing

Mr. Li Xianzong

To the Shareholders

Dear Sir or Madam,

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

1. INTRODUCTION

An extraordinary general meeting (the “EGM”) of AviChina Industry & Technology Company Limited (the “Company”) will be held on 28 August 2006 for the purpose of considering and approving the proposed amendments to the Articles of Association of the Company (the “Articles”) by way of special resolutions and the appointment of an independent non-executive director of the Company by way of an ordinary resolution.

• For identification purposes only

— 1 —

LETTER FROM THE BOARD

The main purpose of this circular is to provide you with details of the resolutions to be proposed at the EGM, including (i) details on the amendments to the Articles; and (ii) biographical details of Mr. Lau Chung Man, Louis, together with the notice of EGM.

2. PROPOSED AMENDMENTS ON THE ARTICLES OF ASSOCIATION

According to the requirement of the newly amended Company Law of the People’s Republic of China effected on 1 January 2006 and the actual circumstances of the Company, the board of directors of the Company (the “Board”) proposed the following amendments to Articles 53 and 87 of the Articles at the EGM.

To replace the existing Article 53 of the Articles with the following new Article 53:

“Unless waived by all the shareholders on the receipt of a written notice, written notice of a general meeting of the Company shall be given, not less than thirty (30) days prior to the date of the meeting, to notify all of the shareholders who are registered on the register of members of the Company of the matters to be considered in the meeting and the date and the place of the meeting. A shareholder who intends to attend the general meeting shall deliver his written reply to the Company concerning attendance at the general meeting not less than twenty (20) days prior to the date of the meeting.”

To replace the existing Article 87 of the Articles with the following new Article 87:

“The Company shall have a board of directors comprising of thirteen directors. The board of directors shall include one chairman and two vice-chairmen. More than half (including half) of the directors shall be external directors (directors who do not hold any posts within the Company) and three shall be independent directors.”

The above amendments are subject to the approval of the shareholders of the Company in the EGM by way of special resolutions.

3. APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

In accordance with the provision of Rule 3.10(1) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”) and the requirement of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the Board proposes to convene the EGM to appoint Mr. Lau Chung Man, Louis, as an independent non-executive director of the Company.

Mr. Lau Chung Man, Louis (“Mr. Lau”), 47, is an executive director and chief financial officer of Sing Tao News Corporation Limited (“Sing Tao”), a company listed on the main board of the Stock Exchange, and an independent non-executive director and a member of the audit committee of Kwong Hing International Holdings (Bermuda) Limited, a company listed on the main board of the Stock Exchange. Mr. Lau joined Sing Tao on 23 May 2005. Mr. Lau is a Chartered Accountant and has been granted the Bachelor of Business and Administration degree in Victoria University of Wellington, New Zealand. Mr. Lau is also a member of New Zealand Institute of Chartered Accountants (NZICA) and

— 2 —

LETTER FROM THE BOARD

an associated member of Hong Kong Society of Accountants (HKSA). He has broad experience in enterprise administration, accounting and finance. Before he joined Sing Tao, he had been an executive director of China Everbright Limited, a company listed on the main board of the Stock Exchange, since 1 September 2002.

Save as disclosed above, Mr. Lau has not held any directorships in any other listed companies in the past three years, does not hold any other post within the Company or subsidiaries of the Company, and does not have any relationships with any other directors, supervisors, members of senior management of the Company or substantial shareholders or controlling shareholders of the Company. In addition, Mr. Lau does not have any interests in the securities of the Company within the meaning of Part XV of the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong) and does not have service contract with the Company.

The term of Mr. Lau’s appointment will be three years commencing from 28 August 2006 when the appointment is to be approved. According to the current remuneration policy of the Company, the annual fee to be received by Mr. Lau is expected to be RMB100,000.

There is no other information relating to the appointment of Mr. Lau that is required to be disclosed pursuant to Rule 13.51(2) (h) to (v) of Listing Rules. Save as the disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.

The above appointment is subject to the approval of the shareholders of the Company in the EGM by way of an ordinary resolution.

4. PROCEDURES FOR DEMANDING A POLL

Pursuant to Article 66 of the Articles of Association of the Company and subject to the rules prescribed by the Stock Exchange or any relevant stock exchange amended from time to time, a resolution put to the vote at a general meeting shall be decided on a show of hands unless (before or after the voting by a show of hands) a poll is demanded:

• (a) by the chairman of such meeting; or

• (b) by at least two shareholders or proxies entitled to vote; or

• (c) by one or more qualified shareholders (including proxies), individually or aggregately, representing 10% or more of all shares carrying the right to vote at such meeting.

Unless a poll is demanded, a declaration by the chairman of the meeting that a resolution has been carried on a show of hands, and an entry to that effect in the minutes of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolutions carried at the meeting. The demand for a poll may be withdrawn by the party who has made such demand.

— 3 —

LETTER FROM THE BOARD

5. CLOSURE OF REGISTER

For the purpose of holding the EGM to consider and approve the amendments to the Articles and the appointment of Mr. Lau as an independent non-executive director of the Company, notice is hereby given that the H Share register of the Company will be closed between 28 July 2006 (Friday) and 28 August 2006 (Monday) (both days inclusive), during which no transfer of H Shares will be effected.

6. RECOMMENDATION

The directors recommend the shareholders to vote in favour of the resolutions to be proposed at the Extraordinary General Meeting.

Yours faithfully, By order of the Board Zhang Hongbiao Chairman

12 July 2006

— 4 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [266 x 79] intentionally omitted <==

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 (the “Company”) will be held at 9:00 a.m. on Monday, 28 August 2006 at Beijing Jinjiang Fuyuan Hotel, No.11 Ronghua Road, Beijing Economic & Technological Development Area, Beijing, the People’s Republic of China to transact the businesses as follows:

• I. To consider and pass the following as special resolutions:

• To amend the Articles of Association of the Company (the “Articles”) by replacing the existing Article 53 of the Articles with the following new Article 53:

“Unless waived by all the shareholders on the receipt of a written notice, written notice of a general meeting of the Company shall be given, not less than thirty (30) days prior to the date of the meeting, to notify all of the shareholders who are registered on the register of members of the Company of the matters to be considered in the meeting and the date and the place of the meeting. A shareholder who intends to attend the general meeting shall deliver his written reply to the Company concerning attendance at the general meeting not less than twenty (20) days prior to the date of the meeting.”

1. To amend the Articles by replacing the existing Article 87 of the Articles with the following new Article 87:

“The Company shall have a board of directors comprising of thirteen directors. The board of directors shall include one chairman and two vice-chairmen. More than half (including half) of the directors shall be external directors (directors who do not hold any posts within the Company) and three shall be independent directors.”

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

To approve Mr. Lau Chung Man, Louis, as an 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

• For identification purposes only

— 5 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

letter on behalf of the Company and the remuneration committee of the board of directors of the Company to determine his remuneration.

By order of the Board AviChina Industry & Technology Company Limited Yan Lingxi

Company Secretary

Hong Kong, 12 July 2006

— 6 —

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 28 July 2006 (Friday) and 28 August 2006 (Monday) (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 on 28 August 2006 (Monday) 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 27 July 2006 (Thursday) at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

Registration procedures for attending the EGM

• a. The shareholder or his proxy shall produce his identification proof. If a corporate shareholder’s legal representative or any other person authorized by the board of directors or other governing body of such corporate shareholder attends the EGM, such legal representative or other person shall produce his proof of identity, and proof of designation as legal representative and the valid resolution or authorization document of the board of directors or other governing body of such corporate shareholder (as the case may be) to prove the identity and authorization of that legal representative or other person;

• 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. not later than 5:00 p.m. on 8 August 2006 (Tuesday).

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

• Proxies

• 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 wishes to appoint a proxy should first review the form of proxy for use in the EGM.

• 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.

• c. Any shareholder shall appoint its proxy in writing. The instrument appointing a proxy must be signed under the hand of the appointer or his attorneys duly authorized in writing. If the appointer 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 appointer, the power of attorney authorizing that attorney to sign or other documents of authorization must be notarially certified. In order to be valid, 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 wishes.

4. 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 Company: P. O. Box 1655, Beijing, the PRC (Postal code: 100009) Telephone No.: 86-10-64094835/4806 Facsimile No.: 86-10-64094826 Attention: Xu Bin, Wang Yongzhi

— 7 —