Star Plus Legend Holdings Limited — Proxy Solicitation & Information Statement 2024

Jun 25, 2024

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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][2)]

I/We [(note][3)] , of [(note][3)] , am/are the registered holder(s) of (note 2) H Shares/Domestic Shares (note 4) in AviChina Industry & Technology Company Limited* (the “ Company ”), hereby appoint the chairman of the extraordinary general meeting or (note 5) of as my/our proxy/proxies [(note][4)] to attend the extraordinary general meeting of the Company to be held at 9:00 a.m. on Friday, 12 July 2024 at Building A, No. 14 Xiaoguan Dongli, Andingmenwai, Chaoyang District, Beijing, the PRC 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][4)] thinks fit.

given,	given,	as my/our proxy/proxies (note 4) thinks fit.
No.				Against(note 6)
	No.	Items	For(note 6)	Against(note 6)
	Ordinary Resolutions
	1.	The resolution relating to the re-election of Mr. Yan Lingxi as an executive Director of the Company with a term of office commencing from thedate of approval at the EGM until the date of approval of the next session of the Board at the general meeting of the Company to be held in2027, the grant of an authorization to the executive Director of the Company to sign the relevant service contract on behalf of the Company withhim and the grant of an authorization to the remuneration committee of the Company to determine his remuneration.
	2.	The resolution relating to the re-election of Mr. Sun Jizhong as an executive Director of the Company with a term of office commencing fromthe date of approval at the EGM until the date of approval of the next session of the Board at the general meeting of the Company to be held in2027, the grant of an authorization to the executive Director of the Company to sign the relevant service contract on behalf of the Company withhim and the grant of an authorization to the remuneration committee of the Company to determine his remuneration.
	3.	The resolution relating to the new appointment of Mr. Xu Dongsheng as a non-executive Director of the Company with a term of officecommencing from the date of approval at the EGM until the date of approval of the next session of the Board at the general meeting of theCompany to be held in 2027, the grant of an authorization to 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 remuneration committee of the Company to determine his remuneration.
	4.	The resolution relating to the new appointment of Mr. Zhou Xunwen as a non-executive Director of the Company with a term of officecommencing from the date of approval at the EGM until the date of approval of the next session of the Board at the general meeting of theCompany to be held in 2027, the grant of an authorization to 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 remuneration committee of the Company to determine his remuneration.
	5.	The resolution relating to the new appointment of Ms. Hu Shiwei as a non-executive Director of the Company with a term of office commencingfrom the date of approval at the EGM until the date of approval of the next session of the Board at the general meeting of the Company to beheld in 2027, the grant of an authorization to the executive Director of the Company to sign the relevant service contract on behalf of theCompany with her and the grant of an authorization to the remuneration committee of the Company to determine her remuneration.
	6.	The resolution relating to the re-election of Mr. Xu Gang as a non-executive Director of the Company with a term of office commencing fromthe date of approval at the EGM until the date of approval of the next session of the Board at the general meeting of the Company to be held in2027, the grant of an authorization to the executive Director of the Company to sign the relevant service contract on behalf of the Company withhim and the grant of an authorization to the remuneration committee of the Company to determine his remuneration.
	7.	The resolution relating to the re-election of Mr. Liu Weiwu as an independent non-executive Director of the Company with a term of officecommencing from the date of approval at the EGM until the date of approval of the next session of the Board at the general meeting of theCompany to be held in 2027, the grant of an authorization to 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 remuneration committee of the Company to determine his remuneration.

No.	Items		For(note 6)	Against(note 6)
	Ordinary Resolutions
8.	The resolution relating to the re-election of Mr. Mao Fugen as an independent non-executive Director of the Company with a term of officecommencing from the date of approval at the EGM until the date of approval of the next session of the Board at the general meeting of theCompany to be held in 2027, the grant of an authorization to 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 remuneration committee of the Company to determine his remuneration.
9.	The resolution relating to the re-election of Mr. Lin Guiping as an independent non-executive Director of the Company with a term of officecommencing from the date of approval at the EGM until the date of approval of the next session of the Board at the general meeting of theCompany to be held in 2027, the grant of an authorization to 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 remuneration committee of the Company to determine his remuneration.
10.	The resolution relating to the new appointment of Mr. Nie Xiaoming as a Shareholder representative Supervisor of the Company with a term ofoffice commencing from the date of approval at the EGM until the date of approval of the next session of the Supervisory Committee at thegeneral meeting of the Company to be held in 2027, 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 an authorization to the remuneration committee of the Company todetermine his remuneration.
11.	The resolution relating to the re-election of Mr. Guo Guangxin as a Shareholder representative Supervisor of the Company with a term of officecommencing from the date of approval at the EGM until the date of approval of the next session of the Supervisory Committee at the generalmeeting of the Company to be held in 2027, the grant of an authorization to the executive Director of the Company to sign the relevant servicecontract on behalf of the Company with him and the grant of an authorization to the remuneration committee of the Company to determine hisremuneration.
Date:	2024Signature:

Notes:

1. Unless the context otherwise requires, capitalized terms used in this proxy form have the same meanings as defined in the circular of the Company dated 26 June 2024 of which this proxy form relates. The description of the resolutions in this proxy form is by way of summary only. Please refer to the notice of extraordinary general meeting dated 26 June 2024 for the full text of these resolutions.

2. 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).

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

4. Please strike out the inappropriate one.

5. 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 initialized by the person who signs this form. In the case of joint holders of Shares, anyone 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.

6. Important : 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.

7. 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.

8. To be valid, holder of 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 6/F, Building A, No. 14 Xiaoguan Dongli, Andingmenwai, Chaoyang District, Beijing, the PRC (Postal code: 100029).

9. 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.

10. 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 8. The other copy shall be produced at the time attending the extraordinary general meeting by the proxy/proxies in accordance with note 9.

11. 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.

12. All times stated refer to Hong Kong time.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

• (ii) Your and your proxy’s Personal Data provided in this form of proxy will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the EGM. Your supply of your and your proxy’s Personal Data is on voluntary basis. However, the Company may not be able to process your request unless you provide us with such Personal Data.

(iii) Your and your proxy’s Personal Data may be disclosed or transferred by the Company to its branch share registrar in Hong Kong, and/or other companies or bodies for any of the stated purposes, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and retained for such period as may be necessary for our verification and record purposes.

• (iv) By providing your proxy’s Personal Data in this form of proxy, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her personal data provided in this form of proxy and that you have informed your proxy of the purpose for and the manner in which his/her data may be used.

(v) You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing to the Privacy Compliance Officer of Computershare Hong Kong Investor Services Limited at the above address.

• For identification purpose only