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

Sep 9, 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)

Proxy Form for use in the Extraordinary General Meeting

Number of H Shares/ Domestic Shares related to this 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 9:00 a.m. on Thursday, 16 October 2008 at Avic Hotel, No. 10 Yi, Central East Third Ring Road, Chaoyang District, 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.

	No.	No.	Items						For(note 5)		Against(note 5)
					Ordinary Resolutions
	1		The resolution relating to the resignation of	Mr. Zhang		Hongbiao as executive
			director of the Company.
	2		The resolution relating to the resignation of Mr. Liang Zhenhe as non-executive
			director of the Company.
	3		The resolution relating to the resignation of Mr. Song Jingang as non-executive
			director of the Company.
	4		The resolution relating to the resignation of Mr. Tian Min as non-executive director
			of the Company.
	5		The resolution relating to the resignation of Mr.	Wang Bin as non-executive director
			of the Company.
	6		The resolution relating to the resignation of Mr. Chen Huaiqiu as non-executive
			director of the Company.
	7		The resolution relating to the resignation of Mr. Wang Shouxin as supervisor of the
			Company.
	8		The resolution relating to the resignation of Mr. Li Deqing as supervisor of the
			Company.
	9		The resolution relating to the appointment of Mr. Lin Zuoming as executive director
			of the Company with a term of office commencing from			the date on which this
			resolution is passed until the expiration of the		term of	the second Board, the
			authorization of any executive director of the Company to			sign the relevant service
			contract on behalf of the Company with him and the authorization of the
			remuneration committee of the Board to determine his remuneration.
	10		The resolution relating to the appointment of	Mr. Gu Huizhong as non-executive
			director of the Company with a term of office commencing from the date on which
			this resolution is passed until the expiration of the term of the second Board, the
			authorization of any executive director of the Company to			sign the relevant service
			contract on behalf of the Company with him and the authorization of the
			remuneration committee of the Board to determine his remuneration.
	11		The resolution relating to the appointment of	Mr. Xu Zhanbin as non-executive
			director of the Company with a term of office commencing from the date on which
			this resolution is passed until the expiration of the term of the second Board, the
			authorization of any executive director of the Company to			sign the relevant service
			contract on behalf of the Company with him and the authorization of the
			remuneration committee of the Board to determine his remuneration.

* For identification purposes only

	No.	No.	Items			For(note 5)		Against_(note _	5)
	12 The resolution relating to the appointment of Mr. Geng Ruguang as non-executive
		director of the Company with a term of office commencing from the date on which
		this resolution is passed until the expiration of the term of the second Board, the
		authorization of any executive director of the Company to sign the relevant service
		contract on behalf of the Company with him and the authorization of the
		remuneration committee of the Board to determine his remuneration.
	13 The resolution relating to the appointment of Mr. Zhang Xinguo as non-executive
		director of the Company with a term of office commencing from the date on which
		this resolution is passed until the expiration of the term of the second Board, the
		authorization of any executive director of the Company to sign the relevant service
		contract on behalf of the Company with him and the authorization of the
		remuneration committee of the Board to determine his remuneration.
	14 The resolution relating to the appointment of Mr. Li Fangyong as non-executive
		director of the Company with a term of office commencing from the date on which
		this resolution is passed until the expiration of the term of the second Board, the
		authorization of any executive director of the Company to sign the relevant service
		contract on behalf of the Company with him and the authorization of the
		remuneration committee of the Board to determine his remuneration.
	15 The resolution relating to the appointment of Mr. Hu Wenming as supervisor of the
		Company with a term of office commencing from the date on which this resolution
		is	passed until the expiration of the term of the second Supervisory Committee, the
		authorization of any executive director of the Company to sign the relevant service
		contract on behalf of the Company with him and the authorization of the
		remuneration committee of the Board to determine his remuneration.
	16 The resolution relating to the appointment of Mr. Wang Yuming as supervisor of the
		Company with a term of office commencing from the date on which this resolution
		is	passed until the expiration of the term of the second Supervisory Committee, the
		authorization of any executive director of the Company to sign the relevant service
		contract on behalf of the Company with him and the authorization of the
		remuneration committee of the Board to determine his remuneration.
			Special Resolution
	17 The resolution relating to the amendments to articles 1, 3 and 38 of the Articles			of
		Association of the Company.

Date: 2008 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 initialled 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 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. 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.

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, your proxy is entitled to cast your vote at his discretion.

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 manner 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 proxy form 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 1806-1807, 18 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 duplication. 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 or any adjournment thereof if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.