Star Plus Legend Holdings Limited — Proxy Solicitation & Information Statement 2009

Nov 24, 2009

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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

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

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

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

H Shares/Domestic Shares [[(note]][[3)]] in AviChina

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 Tuesday, 29 December 2009 at Avic Hotel, No. 10 Yi, Central East Third Ring Road, Chaoyang District, Beijing, the People’s Republic of China or at any adjournment thereof and vote on the resolution(s) 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.		Items		For (note 5)	Against (note 5)
			Ordinary Resolution
	1.	“THAT:
		(a)	the terms and conditions of the Equity Swap Agreement dated	4
			November 2009 entered into between the Company and AVIC (a
			copy of which has been produced to this meeting marked “A” and
			initialed by the Chairman of the meeting) in relation to, among
			other matters, the disposal of 54.51% equity interest in Dongan
			Motor by the Company to AVIC for an aggregate consideration of
			RMB2,367,794,200 (the “Disposal”), which shall be satisfied by
			AVIC by transferring its 43.34% equity interest in JONHON
			Optronic to the Company for a consideration of
			RMB1,774,179,339 (the “Acquisition”) and the difference
			between the consideration for the Disposal and the consideration
			for the Acquisition, which amounts to RMB593,614,861, shall be
			settled by AVIC in cash
			be and are hereby approved, ratified and confirmed; and
		(b)	the Executive Directors (or any one of them) be and are hereby
			authorized to implement and take all steps and to do all acts and
			things as may be necessary or desirable to give effect and/or to
			complete or in connection with the transactions contemplated
			under the Equity Swap Agreement, including, without limitation,
			to obtain all necessary approvals from the relevant PRC
			government authorities, and to sign and execute such further
			documents, or to do any other matters incidental thereto and/or as
			contemplated thereunder and to make changes or amendments to
			the Equity Swap Agreement as the Executive Directors (or any one
			of them) may in their absolute discretion deem fit.”

	No.			Items		For (note 5)	For (note 5)	Against (note 5)	Against (note 5)
			Special Resolution
	2.	“THAT:
		(a)	a new clause, which reads as follows, is added as clause (2) of
			Article 105 of the	Articles of Association: “The Board		will
			designate a deputy general manager holding the position of			chief
			financial officer to be the person in charge of the financial affairs
			of the Company. Unless otherwise specified in the articles of
			association of the Company, all references to the person in charge
			of the financial affairs of the Company (i.e. the chief financial
			officer) shall mean the deputy general		manager so designated by
			the Board”; and
		(b)	any one of the Executive Directors be and is hereby authorised to
			make such other modifications to the proposed amendment to the
			Articles of Association as may be		required by the relevant
			regulatory authorities of the PRC.”

Date:

2009

Signature:

* For identification purposes only

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 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.

5. If you wish to vote for any of the resolution 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/are entitled to vote as it/they thinks fit.

6. 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 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 relevant provision(s) as prescribed in the articles of association of such company or entity.

7. 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 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 Service Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong by post or by facsimile (Facsimile No: 852-28650990).

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 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.