Star Plus Legend Holdings Limited — Proxy Solicitation & Information Statement 2008

Nov 28, 2008

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中國航空科技工業股份有限公司 AviChina Industry & Technology Company Limited*

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

(Stock Code: 2357)

Revised Proxy Form for use in the Extraordinary General Meeting

Number of H Shares/Domestic Shares related to this revised proxy form [(note][1)] ,

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 10:00 a.m. on Monday, 15 December 2008 at Avic Hotel, No. 10 Yi,at theCentralmeetingEastandThirdanyRingadjournmentRoad, Chaoyangthereof District,as hereunderBeijing,indicatedthe People’sfor, orRepublicif no suchof indicationChina or atisanygiven,adjournmentas my/ourthereofproxy/proxiesand vote [(note] on the [3)] thinksresolution(s)fit. to be presented

	No.	No.					Items					For (note 5)		Against _(note _	5)
							Ordinary Resolutions
	1.		“THAT
			(a)		the entering into of the Supplemental Agreements to the non-exempt Existing Continuing Connected
					Transactions agreements, namely, the Mutual Supply Agreement (A.1), the Comprehensive Services
					Agreement (A.2), the Technology Cooperation Agreement (A.5) and the Products and				Services Mutual
					Supply and Guarantees Provision Agreement (A.10) to extend their respective term for a further
					period of three years ending	31	December 2011 be and are	hereby approved; and
			(b)		the Board be and is hereby authorized to do all such further			acts and things and execute such further
					documents and take all such	steps which in its opinion may		be necessary, desirable	and expedient to
					implement and/or give effect to		the non-exempt Existing Continuing Connected transactions.”
	2.		“THAT
			(a)		the continuation of the non-exempt Continuing Connected Transactions (as defined in the circular of
					the Company dated 10 November 2008) which required approval by the Independent Shareholders
					under the Listing Rules, namely, the Mutual Supply Agreement (A.1), the Comprehensive Services
					Agreeemnt (A.2), the Technology Cooperation Agreement			(A.5), the Agusta Agreement (A.9), the
					Products and Services Mutual Supply and Guarantees Provision Agreement (A.10), and the proposed
					annual caps for such continuing connected transactions in respect thereof for each of the three
					financial years ending 31 December 2011 be and are hereby approved; and
			(b)		the Board be and is hereby authorized to do all such further			acts and things and execute such further
					documents and take all such	steps which in its opinion may		be necessary, desirable	and expedient to
					implement and/or give effect to		the non-exempt Continuing Connected transactions.”
	3.		“THAT
			(a)		the continuation of the Additional Non-exempt Continuing Connected Transactions (as defined in the
					supplemental circular of the	Company dated 28 November 2008), namely the Mitsubishi Technology
					Transfer Agreement (A.6) and the Mitsubishi CKD Agreement (A.7) be and is hereby approved;
			(b)		the annual cap for the continuing connected transactions contemplated under each of the Mitsubishi
					Technology Transfer Agreement		(A.6) and the Mitsubishi CKD Agreement (A.7) from 1 January 2009
					to 21 October 2009 be and is hereby approved; and
			(c)		the Board be and is hereby authorized to do all such further			acts and things and execute such further
					documents and take all such steps which in its opinion may be necessary, desirable, expedient to
					implement and/or give effect to		the Additional Non-exempt Continuing Connected		Transactions.”

Date:

2008 Signature:

• For identification purposes only

• Notes:

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

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

• Please strike out the inappropriate one.

• 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 alternation to this form shall be initialized by the person who signs 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 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. 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.

• 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.

• The ordinary resolutions will be voted by poll by the Independent Shareholders. 7. This revised 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 revised proxy form complies with the relevant provision(s) as prescribed in the articles of association of such company or entity.

• To be valid, holder of the domestic shares shall deliver the revised proxy form, 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).

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

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

• Completion and delivery of the revised proxy form shall not preclude you from attending and voting at the Extraordinary General Meeting or any adjournment thereof should you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.