Star Plus Legend Holdings Limited — Proxy Solicitation & Information Statement 2018

Jun 7, 2018

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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 Annual 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 Annual General Meeting or (note 4) of

as my/our proxy/proxies [(note][3)] to attend the Annual General Meeting of the Company to be held at 9:00 am on Friday, 29 June 2018 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 there of 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 Resolutions
1	The resolution relating to the Report of the Board of the Company for the year
	ended 31 December 2017.
2	The resolution relating to the Report of the supervisory committee of the
	Company for the year ended 31 December 2017.
3	The resolution relating to the audited financial statements of the Company for
	the year ended 31 December 2017.
4	The resolution relating to the profit distribution plan (including distribution of
	2017 final dividend) of the Company for the year ended 31 December 2017.
5	The resolution relating to the appointment of ShineWing (HK) CPA Limited and
	ShineWing Certified Public Accountant LLP, as the international and domestic
	auditors of the Company for the financial year 2018 respectively, and to
	determine their remuneration.
6	The resolution relating to the re-election of Mr. Tan Ruisong as an executive
	Director of the Company with a term of office commencing from the
	establishment of the sixth session of the Board until the date on which the
	term of the sixth session of the Board will expire, the grant of an authorization
	to the executive Director of the Company to sign the relevant service contract on
	behalf of the Company with him and the grant of an authorization to the
	remuneration committee of the Company to determine his remuneration.
7	The resolution relating to the new appointment of Mr. Chen Yuanxian as an
	executive Director of the Company with a term of office commencing from the
	establishment of the sixth session of the Board until the date on which the term
	of the sixth session of the Board will expire, the grant of an authorization to the
	executive Director of the Company to sign the relevant service contract on
	behalf of the Company with him and the grant of an authorization to the
	remuneration committee of the Company to determine his remuneration.

* For identification purpose only

	No.	Items	Items	For(note 5)	For(note 5)	Against(note 5)	Against(note 5)	Against(note 5)
	Ordinary Resolutions
	8	The resolution relating to the re-election of Mr. Li Yao as a non-executiveDirector of the Company with a term of office commencing from theestablishment of the sixth session of the Board until the date on which theterm of the sixth session of the Board will expire, the grant of an authorizationto the executive Director of the Company to sign the relevant service contract onbehalf of the Company with him and the grant of an authorization to the
		re	muneration committee of the Company to determine his remuneration.
	9	Texesofexbere	he resolution relating to the new appointment of Mr. Wang Xuejun as a non-
			ecutive Director of the Company with a term of office commencing from thetablishment of the sixth session of the Board until the date on which the term the sixth session of the Board will expire, the grant of an authorization to theecutive Director of the Company to sign the relevant service contract onhalf of the Company with him and the grant of an authorization to themuneration committee of the Company to determine his remuneration.
	10	TDestetobere
			e resolution relating to the re-election of Mr. He Zhiping as a non-executiveirector of the Company with a term of office commencing from thetablishment of the sixth session of the Board until the date on which therm of the sixth session of the Board will expire, the grant of an authorization the executive Director of the Company to sign the relevant service contract onhalf of the Company with him and the grant of an authorization to themuneration committee of the Company to determine his remuneration.
	11	Texesofexbere	he resolution relating to the re-election of Mr. Patrick de Castelbajac as a non-ecutive Director of the Company with a term of office commencing from thetablishment of the sixth session of the Board until the date on which the term the sixth session of the Board will expire, the grant of an authorization to theecutive Director of the Company to sign the relevant service contract onhalf of the Company with him and the grant of an authorization to themuneration committee of the Company to determine his remuneration.
	12	Tnothtetobere	he resolution relating to the re-election of Mr. Liu Renhuai as an independentn-executive Director of the Company with a term of office commencing frome establishment of the sixth session of the Board until the date on which therm of the sixth session of the Board will expire, the grant of an authorization the executive Director of the Company to sign the relevant service contract onhalf of the Company with him and the grant of an authorization to themuneration committee of the Company to determine his remuneration.
	13	Tincodaanseaure	he resolution relating to the new appointment of Mr. Wang Jianxin as andependent non-executive Director of the Company with a term of officemmencing from the establishment of the sixth session of the Board until thete on which the term of the sixth session of the Board will expire, the grant of authorization to the executive Director of the Company to sign the relevantrvice contract on behalf of the Company with him and the grant of anthorization to the remuneration committee of the Company to determine hismuneration.
	14	Tincoda	he resolution relating to the new appointment of Mr. Liu Weiwu as andependent non-executive Director of the Company with a term of officemmencing from the establishment of the sixth session of the Board until the
			te on which the term of the sixth session of the Board will expire, the grant of
		an authorization to the executive Director of the Company to sign the relevantservice contract on behalf of the Company with him and the grant of anauthorization to the remuneration committee of the Company to determine hisremuneration.
	15	The resolution relating to the re-election of Mr. Zheng Qiang as a Shareholderrepresentative Supervisor of the Company with a term of office commencingfrom the establishment of the sixth session of the Supervisory Committee untilthe date on which the term of the sixth session of the Supervisory Committeewill expire, the grant of an authorization to the executive Director of theCompany to sign the relevant service contract on behalf of the Company withhim and the grant of an authorization to the remuneration committee of theCompany to determine his remuneration.

No.	Items	For(note 5)	Against(note 5)
	Ordinary Resolutions
16	The resolution relating to the new appointment of Mr. Guo Guangxin as a
	Shareholder representative Supervisor of the Company with a term of office
	commencing from the establishment of the sixth session of the Supervisory
	Committee until the date on which the term of the sixth session of the
	Supervisory Committee will expire, the grant of an authorization to the
	executive Director of the Company to sign the relevant service contract on
	behalf of the Company with him and the grant of an authorization to the
	remuneration committee of the Company to determine his remuneration.
17	The resolution(s) to be proposed at the Annual General Meeting by shareholders
	holding 3% or more of the total number of the Company’s shares carrying
	voting rights, if any, by way of ordinary resolution(s).
	Special Resolutions
18	The resolution relating to granting the general mandate to the Board to issue
	new Shares.
19	The resolution relating to granting the general mandate to the Board to
	repurchase Shares.
20	The resolution relating to the amendments to the Articles of the Association of
	the Company.
21	The resolution (s) to be proposed at the Annual General Meeting by
	Shareholders holding 3% or more of the total number of the Company’s
	shares carrying voting rights, if any, by way of special resolution(s).

Date: 2018 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.

3. If you wish to appoint any person other than the Chairman of the Annual General Meeting as your proxy, please delete the words “the chairman of the Annual 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 Annual 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 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 Annual 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 Annual 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.

4. 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, my/our proxy is/are entitled to vote as it/they thinks fit.

5. 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.

6. 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 (for holders of the Domestic Shares) or to the Company’s H shares registrar, Computershare Hong Kong Investor Services Limited, at 17M Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of the H Shares) not less than 24 hours before the time for holding the meeting. The postal address of the Company is Tower A, No. 14 Xiaoguan Dongli, Andingmenwai, Chaoyang District, Beijing, the PRC (Postal code: 100029).

7. Any proxy/proxies who attend the Annual 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.

8. This proxy form shall be completed in duplication. One copy shall be delivered to the Company or to the Company’s H shares registrar in accordance with note 7. The other copy shall be produced at the time attending the Annual General Meeting by the proxy/proxies in accordance with note 8.

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

10. The description of the resolutions in this proxy form is by way of summary only. Please refer to the notice of Annual General Meeting dated 11 April 2018 and the supplemental notice of the Annual General Meeting dated 8 June 2018 for the full text of these resolutions.

11. If11youAprilhave2018already(the “completed Original Proxy and returned Form ”),theyouformareofstillproxyencouragedfor use intothecompleteAnnual Generaland returnMeetingthis proxyenclosedformtointheaccordancecircular ofwiththe Companythe instructionsdated printed thereon, and the Original Proxy Form shall be deemed to be revoked. If you have not completed this proxy form as at the Annual General Meeting, the proxy so appointed by you will be entitled to cast the vote at his/her discretion or to abstain from voting on the supplemental resolutions at the Annual General Meeting in addition to those resolutions to which the you have indicated his/her voting direction in the Original Proxy Form.

• If you have not completed and returned the Original Proxy Form, you are advised to complete and return this proxy form in accordance with the instructions printed thereon.

If you choose to complete and return both the Original Proxy Form and this proxy form, and if there is any inconsistency in relation to the information or instruction (including any voting instruction in connection with any of the resolutions) set out in those two forms of proxy, the information and instructions set out in this proxy form shall prevail.