Legend Holdings Corporation — Proxy Solicitation & Information Statement 2018

Nov 9, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Legend Holdings Corporation, you should at once hand this circular, together with the accompanying form of proxy and reply slip to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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聯想控股股份有限公司 Legend Holdings Corporation

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

(Stock Code: 3396)

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION NOTICE OF 2018 SECOND ExTRAORDINARY GENERAL MEETING

The Company will hold the EGM at 2:30 p.m. on Thursday, December 27, 2018, at B-17, Raycom Info Tech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the PRC. Notice of EGM is set out on pages 21 to 22 of this circular.

If you intend to attend and vote in person or by proxy at the EGM, you are requested to complete and return (i) the accompanying reply slip in accordance with the instructions printed thereon on or before Friday, December 7, 2018 to the H Share registrar, Computershare Hong Kong (for H Shareholders) or the Company (for Domestic Shareholders) and (ii) the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible but in any event not less than 24 hours before the time appointed for convening the EGM or any adjournment thereof to the H Share registrar, Computershare Hong Kong (for H Shareholders) or the Company (for Domestic Shareholders). Completion and return of the forms of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

November 12, 2018

CONTENTS

		Page
DEFINITIONS...........................................................................................................................		1
LETTER FROM THE BOARD................................................................................................		3
APPENDIx	— PROPOSED AMENDMENTS
	TO ARTICLES OF ASSOCIATION.................................................	6
NOTICE OF	2018 SECOND ExTRAORDINARY GENERAL MEETING........................	21

– i –

DEFINITIONS

In this circular, unless the context requires otherwise, the following terms shall have the following meanings:

• “Articles of Association”

the Articles of Association of Legend Holdings Corporation

• “Board”

the board of directors of the Company

• “China” or “PRC”

the People’s Republic of China, which, for the purposes of this circular, excludes the Hong Kong Special Administrative Region of the People’s Republic of China, the Macau Special Administrative Region of the People’s Republic of China and Taiwan

• “Company” or “Legend Holdings” Legend Holdings Corporation, a joint-stock company incorporated under the laws of the PRC with limited liability, the H Shares of which are listed on the main board of the Stock Exchange

• “Computershare Hong Kong” Computershare Hong Kong Investor Services Limited, the H Share registrar of the Company

• “CSRC” China Securities Regulatory Commission

• “Director(s)” director(s) of the Company

• “Domestic Share(s)” domestic share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each

• “EGM”

• the 2018 second extraordinary general meeting of the Company scheduled to be held at B-17, Raycom Info Tech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the PRC at 2:30 p.m. on Thursday, December 27, 2018

• “Hong Kong”

Hong Kong Special Administrative Region of the PRC

• “H Shareholder(s)” holder(s) of H Share(s) of the Company

• “H Share(s)”

• overseas listed share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the main board of the Stock Exchange and trade in HK dollars

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

“Notice of EGM” notice of 2018 Second extraordinary general meeting “Shareholder(s)” holder(s) of Domestic Share(s) and H Share(s) of the Company “Share(s)” share(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “RMB” Renminbi, the lawful currency of the PRC “%” per cent

– 2 –

LETTER FROM THE BOARD

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聯想控股股份有限公司 Legend Holdings Corporation

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

(Stock Code: 3396)

Executive Directors: Registered office: Mr. LIU Chuanzhi (Chairman) Room 1701, 17/F, Block 1 Mr. ZHU Linan (President) Court No. 2, Ke Xue Yuan Nanlu Mr. ZHAO John Huan (Executive Vice President) Haidian District Beijing Non-executive Directors: PRC Mr. WU Lebin Mr. SUO Jishuan Principal place of business in Hong Kong: Independent non-executive Directors: 27/F, One Exchange Square Mr. MA Weihua Central Mr. ZHANG Xuebing Hong Kong Ms. HAO Quan November 12, 2018

Non-executive Directors: Mr. WU Lebin Mr. SUO Jishuan Independent non-executive Directors: Mr. MA Weihua Mr. ZHANG Xuebing Ms. HAO Quan

Dear Sir or Madam,

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION NOTICE OF 2018 SECOND ExTRAORDINARY GENERAL MEETING

(I) INTRODUCTION

The purpose of this circular is to give the Notice of EGM to the Shareholders and to provide details of the resolution proposed to be considered at the EGM for the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the meeting.

(II) RESOLUTION ON THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated November 6, 2018 in relation to the proposed amendments to the Articles of Association.

On April 23, 2018, the Company obtained the approval of the CSRC for becoming the first pilot enterprise under the H share full circulation pilot project. On June 6, 2018, the Domestic Shares held by certain holders of Domestic Shares were converted into H Shares which are eligible to be listed and traded on the main board of the Stock Exchange. Following the conversion, the Board proposes certain amendments (the “Proposed Amendments”) be made to the relevant provisions of the Articles of Association to more clearly define two different classes of Shareholders. For details of the Proposed Amendments, please refer to appendix to this circular. The Proposed Amendments are conditional upon the consideration and approval of the Shareholders by a special resolution at the EGM.

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LETTER FROM THE BOARD

As the Company is a company incorporated in the PRC, the Articles of Association have been prepared in Chinese and its English translation is for reference only. In case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.

The Board proposes that an authorisation be granted to the Board, person(s) authorised by the Board and the secretary to the Board at the EGM to arrange for the registration for and filing of the amendments to the Articles of Association with the industrial commerce administration and other relevant government authorities.

The Board is of the view that the Proposed Amendments are in the interests of the Company and the Shareholders as a whole. The independent legal advisors are of the opinions that the Proposed Amendments to the Articles of Association are in compliance with the requirements of the PRC laws and the Listing Rules.

The resolution will be proposed at the EGM as a special resolution for approval by the Shareholders.

(III) THE EGM

The Company will hold the EGM at 2:30 p.m. on Thursday, December 27, 2018 at B-17, Raycom Info Tech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the PRC, to consider and, if thought fit, pass the special resolution set out in the Notice of EGM. The form of proxy and reply slip had been despatched to the Shareholders on November 12, 2018. Details of the matters to be processed at the meeting are set out in the Notice of EGM, which are set out on pages 21 to 22 of this circular.

The special resolution on the Proposed Amendments to the Articles of Association will be proposed at the EGM for approval by the Shareholders. To the best of the knowledge, information and belief of the Directors, no Shareholder is required to abstain from voting on the aforesaid resolution at the EGM.

In order to determine the Shareholders entitled to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, November 27, 2018 to Thursday, December 27, 2018 (both days inclusive), during which time no transfer of the Shares of the Company will be registered. Accordingly, unregistered H Shareholders shall lodge relevant share transfer documents with the H Share registrar, Computershare Hong Kong not later than 4:30 p.m. on Monday, November 26, 2018.

If you intend to attend in person or by proxy at the EGM, you are requested to complete the accompanying reply slip and deposit the same to, for Shareholders of H Shares, the H Share registrar or, for Shareholders of Domestic Shares, the Company on or before Friday, December 7, 2018. If the voting Shares represented by the Shareholders who intend to attend the EGM reaches more than one half of the Company’s total voting Shares, the Company may hold the EGM. If not, the Company shall notify the Shareholders again by notice or other methods as regulated by the Articles and Association of the matters to be considered, the date and place of the meeting within five days, the Company then may hold the EGM.

LETTER FROM THE BOARD

If you intend to appoint a proxy to attend the EGM, you are requested to complete and return the accompanying form of proxy pursuant to the instructions printed thereon. The form of proxy shall be signed by the appointor or his/her attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its director(s) or attorney duly authorised. If one or more proxies are appointed, please specify the number of Shares and its class each proxy represents. For Shareholders of H Shares, the form of proxy should be returned to Computershare Hong Kong not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof. For Shareholders of Domestic Shares, the form of proxy should be returned to the Company by hand or by post not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any other adjourned meeting should you so wish.

According to rule 13.39(4) of the Listing Rules, all votes of the Shareholders at a general meeting must be taken by poll. Therefore, the chairman of the meeting will demand a poll for the resolution proposed at the EGM pursuant to article 78 of the Articles of Association.

On a poll, every Shareholder present in person or by proxy (or being corporation, is present by a duly authorised representative) shall have one vote for each ordinary share registered in his/ her name in the register of members of Domestic Shares and H Shares. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same manner.

(IV) RECOMMENDATIONS

The Directors are of the view that the special resolution set out in the Notice of EGM are in the interests of the Company and the Shareholders as a whole. As such, the Directors recommend the Shareholders to vote for the resolution.

(V) RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material aspects and not misleading or deceptive, and there are no other matters the omission of which would make any statement contained herein or this circular misleading.

Yours faithfully By order of the Board Legend Holdings Corporation ZHU Linan Executive Director and President

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIx

This appendix sets out the summary of the Proposed Amendments to the Articles of Association of the Company:

No.		Articles Before Amendments		Articles After Amendments
1.		Article 14 ......Domestic shares and overseas-listed foreignshares issued by the Company are entitled to the same rights in any distribution in the form of dividend or anyother forms.		Article 14 ......Domestic shares and overseas-listed shares issued by the Company are entitled to the same rights in any distribution in the form of dividend or anyother forms.
2.		Article 17 Foreignsharesissued by the Company and whicharelistedin HongKong shallbe referred to asHshares.Hshares are shares which have beenadmittedfor listing onthe HKStock Exchange, the parvalue ofwhich are denominatedin Renminbiand which are subscribedforand tradedin HongKong dollars.		Article 17 The domestic shares thelisting and trading ofwhichontheHKStock Exchange are permitted by the competent securities regulatory authority underthe State Council and overseas-listedforeignshares are ofthe same class and are collectivelyreferred to as overseas-listed shares.
3.		Article 19 Pursuant to the approval of the securities regulatory authority of the State Council, the Company issued 352,944,000 Hshares through initial public offering. Pursuant to the approval of the securities regulatory authority of the State Council and the National Council for Social Security Fund, the state-owned shareholder of the Company would transfer 35,294,400 state-owned shares held by it to the National Council for Social Security Fund in accordance with to the national provisions for the reduction of state- owned shareholdings. On June 29, 2015, an aggregate of 388,238,400 Hshares were listed on the main board of the HK Stock Exchange.		Article 19 Pursuant to the approval of the securities regulatory authority of the State Council, the Company issued 352,944,000overseas- listedforeignshares through initial public offering. Pursuant to the approval of the securities regulatory authority of the State Council and the National Council for Social Security Fund, the state-owned shareholder of the Company would transfer 35,294,400 state-owned shares held by it to the National Council for Social Security Fund in accordance with to the national provisions for the reduction of state- owned shareholdings. On June 29, 2015, an aggregate of 388,238,400overseas-listed foreignshares were listed on the main board of the HK Stock Exchange.

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIx

Pursuant to the authorization granted by the resolutions passed at the 2015 first special general meeting of the Company and the approval of the securities regulatory authority of the State Council, the Joint Global Coordinators partly exercised the over-allotment option. Accordingly, the Company allotted and issued an extra of 3,286,900 H shares. In addition, the state-owned shareholder of the Company transferred 328,690 state-owned shares held by it to the National Council for Social Security Fund in accordance with to national provisions for the reduction of state-owned shareholdings. On July 21, 2015, an aggregate of 3,615,590 H shares were listed on the main board of the HK Stock Exchange.

Upon the completion of the above issuance of H shares, the shareholding structure of the Company shall be as follows: an aggregate of 1,964,376,910 domestic shares were held by CAS Holdings, Lian Chi Zhi Yuan, Oceanwide Group, Lian Heng Yong Xin, Liu Chuanzhi, Zhu Linan, Chen Shaopeng, Tang Xudong, Ning Min and Huang Shaokang, representing 83.37% of total ordinary shares in issue; 35,623,090 H shares were held by the National Council for Social Security Fund, representing 1.51% of total ordinary shares in issue; and 356,230,900 H shares were held by other holders of H shares, representing 15.12% of total ordinary shares in issue.

Pursuant to the authorization granted by the resolutions passed at the 2015 first special general meeting of the Company and the approval of the securities regulatory authority of the State Council, the Joint Global Coordinators partly exercised the over-allotment option. Accordingly, the Company allotted and issued an extra of 3,286,900 overseas-listed foreign shares. In addition, the state-owned shareholder of the Company transferred 328,690 state-owned shares held by it to the National Council for Social Security Fund in accordance with to national provisions for the reduction of state-owned shareholdings. On July 21, 2015, an aggregate of 3,615,590 overseaslisted foreign shares were listed on the main board of the HK Stock Exchange.

Upon the completion of the above issuance of overseas-listed foreign shares, the shareholding structure of the Company shall be as follows: an aggregate of 1,964,376,910 domestic shares were held by CAS Holdings, Lian Chi Zhi Yuan, Oceanwide Group, Lian Heng Yong Xin, Liu Chuanzhi, Zhu Linan, Chen Shaopeng, Tang Xudong, Ning Min and Huang Shaokang, representing 83.37% of total ordinary shares in issue; 35,623,090 overseas-listed foreign shares were held by the National Council for Social Security Fund, representing 1.51% of total ordinary shares in issue; and 356,230,900 overseaslisted foreign shares were held by other holders of overseas-listed foreign shares, representing 15.12% of total ordinary shares in issue.

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIx

Pursuant to the approval of the competent securities regulatory authority under the State Council (Zheng Jian Xu Ke [2018] No. 738), all of the 880,000,000 domestic shares held by Lian Chi Zhi Yuan, Lian Heng Yong Xin, Liu Chuanzhi, Zhu Linan, Ning Min, Huang Shaokang, Chen Shaopeng and Tang Xudong, being shareholders of the Company, were converted into overseaslisted shares. On June 7, 2018, the aforesaid aggregate of 880,000,000 shares were listed on the HK Stock Exchange.

1. Article 23

Unless otherwise provided by the PRC laws, administrative regulations and relevant requirements of the securities regulatory authorities in the place where the Company’s shares are listed, fullypaid shares of the Company are freely transferable and are not subject to any lien. Transfer of overseas-listed foreign shares listed in Hong Kong requires to be registered with the share registrar in Hong Kong entrusted by the Company.

1. Article 37

......During the listing of the Company’s H shares on the HK Stock Exchange, the Company shall at any time ensure that the following statements are included in all title documents (including H shares certificates) relating to its securities listed on the HK Stock Exchange, and shall instruct and cause its share registrar not to register the subscription, purchase or transfer of any of its shares in the name of any individual holder unless and until such holder delivers to such share registrar a completed and signed form in respect of such shares bearing the following statements:......

Article 23

Unless otherwise provided by the PRC laws, administrative regulations and relevant requirements of the securities regulatory authorities in the place where the Company’s shares are listed, fullypaid shares of the Company are freely transferable and are not subject to any lien. Transfer of overseas-listed shares listed in Hong Kong requires to be registered with the share registrar in Hong Kong entrusted by the Company.

Article 37

......During the listing of the Company’s overseas-listed shares on the HK Stock Exchange, the Company shall at any time ensure that the following statements are included in all title documents (including overseas-listed shares certificates) relating to its securities listed on the HK Stock Exchange, and shall instruct and cause its share registrar not to register the subscription, purchase or transfer of any of its shares in the name of any individual holder unless and until such holder delivers to such share registrar a completed and signed form in respect of such shares bearing the following statements:......

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIx

1. Article 41 ......All instruments of transfer and other documents related to the ownership of any H shares or affecting the ownership of any H shares shall be registered. If any fees are charged in respect of such registration, such fees shall not exceed the highest fees as prescribed by the HK Stock Exchange.......

Article 41

......All instruments of transfer and other documents related to the ownership of any overseas-listed shares or affecting the ownership of any overseas-listed shares shall be registered. If any fees are charged in respect of such registration, such fees shall not exceed the highest fees as prescribed by the HK Stock Exchange.......

6.	Article 41 ......All instruments of transfer and other documents related to the ownership of any Hshares or affecting the ownership of any Hshares shall be registered. If any fees are charged in respect of such registration, such fees shall not exceed the highest fees as prescribed by the HK Stock Exchange.......	Article 41 ......All instruments of transfer and other documents related to the ownership of any Hshares or affecting the ownership of any Hshares shall be registered. If any fees are charged in respect of such registration, such fees shall not exceed the highest fees as prescribed by the HK Stock Exchange.......	Article 41 ......All instruments of transfer and other documents related to the ownership of anyoverseas-listed shares or affecting the ownership of anyoverseas-listed shares shall be registered. If any fees are charged in respect of such registration, such fees shall not exceed the highest fees as prescribed by the HK Stock Exchange.......
7.		Article 42 The Company may, in accordance with the mutual understanding and agreements made between the securities regulatory authority of the State Council and overseas securities regulatory authorities, maintain its original register of holders of overseas-listed foreignshares outside China and appoint overseas agent(s) to manage such register. The original copy of register of holders of overseas-listed foreignshares listed in Hong Kong shall be maintained in Hong Kong. The Company shall maintain a duplicate of the register of holders of overseas-listed foreignshares at the Company’s corporate domicile. The appointed overseas agent(s) shall ensure the consistency between the original version and the duplicate register of holders of overseas-listed foreignshares at all times. If there is any inconsistency between the original version and the duplicate register of holders of overseas-listed foreignshares , the original version shallprevail.	Article 42 The Company may, in accordance with the mutual understanding and agreements made between the securities regulatory authority of the State Council and overseas securities regulatory authorities, maintain its original register of holders of overseas- listedshares outside China and appoint overseas agent(s) to manage such register. The original copy of register of holders of overseas-listedshares listed in Hong Kong shall be maintained in Hong Kong. The Company shall maintain a duplicate of the register of holders of overseas-listedshares at the Company’s corporate domicile. The appointed overseas agent(s) shall ensure the consistency between the original version and the duplicate register of holders of overseas-listedshares at all times. If there is any inconsistency between the original version and the duplicate register of holders of overseas-listedshares , the original version shallprevail.

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIx

8. Article 43

Article 43

The Company shall maintain a complete register of shareholders. The register of shareholders shall include the following parts:

  - The Company shall maintain a complete register of shareholders. The register of shareholders shall include the following parts:

• ......(2) the register of shareholders in respect of the holders of overseas-listed foreign shares of the Company maintained at the place where the overseas stock exchange on which the shares are listed is located;......

• Article 45

• ......(2) the register of shareholders in respect of the holders of overseas-listed shares of the Company maintained at the place where the overseas stock exchange on which the shares are listed is located;.......

Article 45

All transfers of overseas-listed foreign shares shall be carried out in general or common format, or any other written transfer instrument format acceptable to the Board of Directors (including the standard transfer format or form of transfer as prescribed by the HK Stock Exchange from time to time); a written transfer document may be signed under hand or (where the transferor or transferee is a corporation) by the company’s seal. In the event that the transferor or transferee of the shares of the Company is a recognized clearing house (the “Recognized Clearing House”) as defined under the law of Hong Kong or its agent, a written transfer instrument may be signed in a machine-printed form.

All transfers of overseas-listed shares shall be carried out in general or common format, or any other written transfer instrument format acceptable to the Board of Directors (including the standard transfer format or form of transfer as prescribed by the HK Stock Exchange from time to time); a written transfer document may be signed under hand or (where the transferor or transferee is a corporation) by the company’s seal. In the event that the transferor or transferee of the shares of the Company is a recognized clearing house (the “Recognized Clearing House”) as defined under the law of Hong Kong or its agent, a written transfer instrument may be signed in a machine-printed form.

All paid-up overseas-listed foreign shares which are listed in Hong Kong are freely transferable pursuant to the Articles of Association. However, the Board of Directors may refuse to recognize any instrument of transfer without giving any reason, unless:......

All paid-up overseas-listed shares which are listed in Hong Kong are freely transferable pursuant to the Articles of Association. However, the Board of Directors may refuse to recognize any instrument of transfer without giving any reason, unless:......

• (2) the instrument of transfer involves (2) the instrument of transfer involves only the overseas-listed foreign only the overseas-listed shares listed shares listed in Hong Kong;...... in Hong Kong;......

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIx

10. Article 47

Subject to the approval of the securities regulatory authorities of the State Council, holders of domestic shares of the Company may transfer all or part of the shares held by them to foreign investors and have the shares listed and traded on overseas stock exchange(s). All or part of the domestic shares are convertible into foreign shares, and the resulting foreign shares may be listed and traded on overseas stock exchange(s). The shares transferred or converted shall comply with the regulatory procedures, provisions and requirements of the overseas securities market when listed and traded in an overseas stock exchange. The listing and trading of the transferred shares in an overseas stock exchange, or the conversion of domestic shares into foreign shares for listing and trading on foreign stock exchange(s), are not subject to the holding of a shareholders’ general meeting or a class meeting for voting. The overseaslisted foreign shares converted from domestic shares shall be of the same class with the existing overseas listed foreign shares.

Article 48

No share transfer may be entered in the register of shareholders within 30 days prior to the date of a shareholders’ general meeting or within 5 days before the record date set by the Company for the purpose of distribution of dividends.

Article 47

Subject to the approval of the securities regulatory authorities of the State Council, holders of domestic shares of the Company may transfer all or part of the shares held by them to foreign investors and have the shares listed and traded on overseas stock exchange(s). All or part of the domestic shares are convertible into overseas-listed shares, and the resulting overseas-listed shares may be listed and traded on overseas stock exchange(s). The shares transferred or converted shall comply with the regulatory procedures, provisions and requirements of the overseas securities market when listed and traded in an overseas stock exchange. The listing and trading of the transferred shares in an overseas stock exchange, or the conversion of domestic shares into overseas-listed shares for listing and trading on foreign stock exchange(s), are not subject to the holding of a shareholders’ general meeting or a class meeting for voting. The overseas-listed shares converted from domestic shares shall be of the same class with the existing overseas-listed foreign shares.

Article 48

No share transfer or exchange may be entered in the register of shareholders within 30 days prior to the date of a shareholders’ general meeting or within 5 days before the record date set by the Company for the purpose of distribution of dividends.

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIx

1. Article 51 Article 51 ......If a holder of overseas-listed foreign ......If a holder of overseas-listed shares shares loses his share certificates and applies loses his share certificates and applies for for their replacement, it may be dealt with in their replacement, it may be dealt with in accordance with the relevant laws, the rules accordance with the relevant laws, the rules of the stock exchange and other relevant of the stock exchange and other relevant regulations of the place where the original regulations of the place where the original register of holders of overseas-listed foreign register of holders of overseas-listed shares shares is maintained. is maintained. If a holder of H shares loses his share If a holder of overseas-listed shares loses c e r t i f i c a t e s a n d a p p l i e s f o r t h e i r his share certificates and applies for their replacement, the issue of replacement replacement, the issue of replacement certificates to that holder shall comply with certificates to that holder shall comply with the following requirements:...... the following requirements:......

12.	Article 51 ......If a holder of overseas-listed foreign shares loses his share certifcates and applies for their replacement, it may be dealt with in accordance with the relevant laws, the rules of the stock exchange and other relevant regulations of the place where the original register of holders of overseas-listed foreign shares is maintained. If a holder of Hshares loses his share c e r t i f i c a t e s a n d a p p l i e s f o r t h e i r replacement, the issue of replacement certifcates to that holder shall comply with the followingrequirements:......	Article 51 ......If a holder of overseas-listedshares loses his share certificates and applies for their replacement, it may be dealt with in accordance with the relevant laws, the rules of the stock exchange and other relevant regulations of the place where the original register of holders of overseas-listedshares is maintained. If a holder ofoverseas-listed shares loses his share certificates and applies for their replacement, the issue of replacement certifcates to that holder shall comply with the followingrequirements:......
13.	Article 55 (5)...ii.... (vi) reports showing the quantity and par value in respect of each class of shares repurchased by the Company since the end of the last fnancial year, the aggregate amount paid by the Company for this purpose, and the maximum and minimum prices paid in respect of each class of securities repurchased (with a breakdown between domestic shares and foreign shares ); (viii) corporate bond counterfoils. The Company shall deposit the documents in clauses (1) to (7) above (other than clause (2)) and other applicable documents at its Hong Kong address as required by the Main Board Listing Rules available for free inspection of the public and the holders of overseas-listed foreignshares .......	Article 55 (5)...ii.... (vi) reports showing the quantity and par value in respect of each class of shares repurchased by the Company since the end of the last financial year, the aggregate amount paid by the Company for this purpose, and the maximum and minimum prices paid in respect of each class of securities repurchased (with a breakdown between domestic shares andoverseas-listed shares ); (viii) corporate bond counterfoils. The Company shall deposit the documents in clauses (1) to (7) above (other than clause (2)) and other applicable documents at its Hong Kong address as required by the Main Board Listing Rules available for free inspection of the public and the holders of overseas-listedshares .......

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIx

1. Article 60

......The shareholders’ general meeting may authorize or delegate the Board of Directors to transact the matters authorized or delegated by it, including but not limited to carrying out the following matters at the shareholders’ general meeting:

• i. subject to the applicable laws, regulations and listing rules, to give a general mandate to the Board of Directors to issue, allot and deal with additional H shares not exceeding 20% of the H shares of the Company in issue (or other proportions as required by the applicable laws, regulations and listing rules) and authorize the Board of Directors to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares;......

• Article 66

......The notice of a shareholders’ general meeting served on the holders of overseaslisted foreign shares may be published through the websites of the HK Stock Exchange and the Company. Upon the publication of the announcement, all holders of overseas-listed foreign shares shall be deemed to have received the notice of the relevant shareholders’ general meeting.

Article 60

......The shareholders’ general meeting may authorize or delegate the Board of Directors to transact the matters authorized or delegated by it, including but not limited to carrying out the following matters at the shareholders’ general meeting:

• i. subject to the applicable laws, regulations and listing rules, to give a general mandate to the Board of Directors to issue, allot and deal with additional overseas-listed shares not exceeding 20% of the overseaslisted shares of the Company in issue (or other proportions as required by the applicable laws, regulations and listing rules) and authorize the Board of Directors to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares;......

Article 66

......The notice of a shareholders’ general meeting served on the holders of overseaslisted shares may be published through the websites of the HK Stock Exchange and the Company. Upon the publication of the announcement, all holders of overseaslisted foreign shares shall be deemed to have received the notice of the relevant shareholders’ general meeting.

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIx

16.		Article 90 ......Save for shareholders of other classes, holders ofdomestic shares andholders of overseas-listedforeignshares are deemed to be different classes of shareholders. Where the capital of the Company includes shares which do not carry voting rights, the words “non-voting” must appear in the designation of such shares.......		Article 90 ......Save for shareholders of other classes, holders ofdomestic shares andholders of overseas-listed shares are deemed to be different classes of shareholders. Where the capital of the Company includes shares which do not carry voting rights, the words “non-voting” must appear in the designation of such shares.......
17.		Article 91 ......The transfer by the Company’s holders of all or part of domestic shares of the shares held thereby to overseas investors for listing overseas, or the conversion of all or part of domestic shares into overseas-listed foreign shares for listing and trading on overseas stock exchange(s), shall not be deemed as the Company’s intention to vary or abrogate the rights of class shareholders.		Article 91 ......The transfer by the Company’s holders of all or part of domestic shares of the shares held thereby to overseas investors for listing overseas, or the conversion of all or part of domestic shares into overseas-listed shares for listing and trading on overseas stock exchange(s), shall not be deemed as the Company’s intention to vary or abrogate the rights of class shareholders.
18.		Article 92 The following circumstances shall be deemed to be a variation or abrogation of the rights of shareholders of a particular class:.......		Article 92 The following circumstances shall be deemed to be a variation or abrogation of the rights of shareholders of a particular class, unless otherwise providedinthelaws, administrativeregulations and theArticles of Association: .......

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIx

19.		Article 97 Apartfrom holders ofotherclasses of shares, theholders ofthe domestic shares and overseas-listedforeignshares shall be deemed to be shareholders ofdifferent classes. The voting by holders of different classes of shares is not applicable in the following situations: (1) where the Company issues, upon the approval by a special resolution of its shareholders in general meeting, either separately or concurrently once every 12 months, not more than 20% of each of its existing issued domestic shares and overseas-listed foreign shares ;......		Article 97 The voting by holders of different classes of shares is not applicable in the following situations: (1) where the Company issues, upon the approval by a special resolution of its shareholders in general meeting, either separately or concurrently once every 12 months, not more than 20% of each of its existing issued domestic shares and overseas-listedshares ;...... Forthe purposes ofchapter9, domestic shares donotinclude overseas-listed shares.
20.		Article 129 ......At least half of the members of the Board of Supervisorsshould be external supervisors (i.e. supervisors, including supervisors who are the representatives of shareholders, not holding any positions in the Company, same hereinafter), and external supervisors shall have authority to report separately to the shareholders’ general meeting on the honesty and diligence of the senior management offcers of the Company.		Article 129 ......At least half of the members of the Board of Supervisors may be external supervisors (i.e. supervisors, including supervisors who are the representatives of shareholders, not holding any positions in the Company, same hereinafter), and external supervisors shall have authority to report separately to the shareholders’ general meeting on the honesty and diligence of the senior management offcers of the Company.

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIx

1. Article 158

......The Company shall deliver or send such financial report to every holder of its overseas-listed foreign shares by pre-paid post at the addresses of such shareholders as recorded in the register of members no less than 21 days before the date of the annual general meeting. The Company can proceed by way of announcements, including announcement via the Company’s website, on condition that such announcements are in compliance with the laws, administrative regulations, departmental rules and the relevant requirements of the securities regulatory body where the Company’s shares are listed.

1. Article 165

The Company shall appoint a payment receiving agent for holders of overseaslisted f o r e i g n s h a r es . The payment receiving agent shall receive on behalf of such shareholders any dividends or other amounts payable by the Company to them in respect of the overseas-listed foreign shares, and such payment shall be kept by the payment receiving agent on such shareholders’ behalf for any payment to them.......

The payment receiving agent appointed by the Company for holders of overseaslisted foreign shares listed in the HK Stock Exchange shall be a trust company registered under the Trustee Ordinance of Hong Kong.......

Article 158

......The Company shall deliver or send such financial report to every holder of its overseas-listed shares by pre-paid post at the addresses of such shareholders as recorded in the register of members no less than 21 days before the date of the annual general meeting. The Company can proceed by way of announcements, including announcement via the Company’s website, on condition that such announcements are in compliance with the laws, administrative regulations, departmental rules and the relevant requirements of the securities regulatory body where the Company’s shares are listed.

Article 165

The Company shall appoint a payment receiving agent for holders of overseaslisted shares. The payment receiving agent shall receive on behalf of such shareholders any dividends or other amounts payable by the Company to them in respect of the overseas-listed shares, and such payment shall be kept by the payment receiving agent on such shareholders’ behalf for any payment to them........

The payment receiving agent appointed by the Company for holders of overseas-listed shares listed in the HK Stock Exchange shall be a trust company registered under the Trustee Ordinance of Hong Kong.......

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIx

The Company has the power to cease sending dividend warrants by post to a holder of overseas-listed foreign shares, provided that such power shall not be exercised until such dividend warrants have been so left uncashed on two consecutive occasions. However, such power may be exercised after the first occasion on which such a warrant is returned undelivered.

In relation to the exercise of right to issue warrants to bearer, no warrant thereof shall be issued to replace one that has been lost unless the Company is satisfied beyond reasonable doubt that the original warrant thereof has been destroyed. The Company has the power to sell, by means considered appropriate by the Board of Directors, the shares of a holder of the overseas-listed foreign shares who is untraceable under the following circumstances:.......

1. Article 166

The cash dividends and other amount paid by the Company to the holders of domestic shares shall be paid in Renminbi. The cash dividends and other amount paid by the Company to the holders of overseas-listed foreign shares shall be denominated and declared in Renminbi and paid in Hong Kong dollars. The foreign currency required for the payment of cash dividends and other amount by the Company to the holders of overseas-listed foreign shares shall be arranged in accordance with the provisions of the PRC in relation to foreign exchange administration.

The Company has the power to cease sending dividend warrants by post to a holder of overseas-listed shares, provided that such power shall not be exercised until such dividend warrants have been so left uncashed on two consecutive occasions. However, such power may be exercised after the first occasion on which such a warrant is returned undelivered.

In relation to the exercise of right to issue warrants to bearer, no warrant thereof shall be issued to replace one that has been lost unless the Company is satisfied beyond reasonable doubt that the original warrant thereof has been destroyed. The Company has the power to sell, by means considered appropriate by the Board of Directors, the shares of a holder of the overseaslisted shares who is untraceable under the following circumstances:.......

Article 166

The cash dividends and other amount paid by the Company to the holders of domestic shares shall be paid in Renminbi. The cash dividends and other amount paid by the Company to the holders of overseas-listed shares shall be denominated and declared in Renminbi and paid in Hong Kong dollars. The foreign currency required for the payment of cash dividends and other amount by the Company to the holders of overseas-listed shares shall be arranged in accordance with the provisions of the PRC in relation to foreign exchange administration.

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIx

1. Article 167

Unless otherwise provided in the relevant or administrative regulations, if the cash dividends and other payments are to be paid in Hong Kong dollars, the Company shall adopt the average offer price of the relevant foreign exchange quoted by the People’s Bank of China prevailing a calendar week before the date on which the dividends and other payments are declared as the exchange rate therefor.

1. Article 175

......The Company shall, within fourteen days after receipt of the written notice referred to in paragraph (2) of this Article, send a copy of the notice to the relevant governing authority. If the notice contains a statement under subparagraph (2)(ii) of this Article, a copy of such statement shall be placed at the Company for shareholders’ inspection. The Company shall also send a copy of such statement by prepaid mail to every holder of overseas-listed foreign shares (i.e. the shareholder who entitles to receive the financial report of the Company) at the address registered in the register of shareholders.......

Article 167

Unless otherwise provided in the relevant or administrative regulations, if the cash dividends and other payments are to be paid in Hong Kong dollars, the Company shall adopt the average middle price of the exchange rate quoted by the People’s Bank of China prevailing a calendar week before the date on which the dividends and other payments are declared as the exchange rate therefor.

Article 175

......The Company shall, within fourteen days after receipt of the written notice referred to in paragraph (2) of this Article, send a copy of the notice to the relevant governing authority. If the notice contains a statement under subparagraph (2)(ii) of this Article, a copy of such statement shall be placed at the Company for shareholders’ inspection. The Company shall also send a copy of such statement by prepaid mail to every holder of overseas-listed shares (i.e. the shareholder who entitles to receive the financial report of the Company) at the address registered in the register of shareholders.......

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIx

26. Article 176

......Unless the context otherwise specifies, the “announcement” referred to in the Articles of Association shall mean, in respect of announcements made to the holders of domestic shares or the announcements to be published in the PRC as required by the relevant requirements and the Articles of Association, the publication of an announcement in newspapers in the PRC, and such newspapers shall have been prescribed under the laws and administrative regulations of the PRC or by the securities regulatory authority of the State Council. For notices issued by the Company to the holders of overseas-listed foreign shares by way of announcement, the Company shall on the same day submit an electronic version to the HK Stock Exchange through the HK Stock Exchange electronic publishing system for immediate release on the website of the HK Stock Exchange in accordance with the local listing rules, or publish an announcement in newspapers (including the publication of an advertisement in newspapers) in accordance with the local listing rules. The announcement shall also be published on the Company’s website at the same time. In addition, unless otherwise required in the Articles of Association, the notice shall be delivered to each of the registered addresses

Article 176

......Unless the context otherwise specifies, the “announcement” referred to in the Articles of Association shall mean, in respect of announcements made to the holders of domestic shares or the announcements to be published in the PRC as required by the relevant requirements and the Articles of Association, the publication of an announcement in newspapers in the PRC, and such newspapers shall have been prescribed under the laws and administrative regulations of the PRC or by the securities regulatory authority of the State Council. For notices issued by the Company to the holders of overseaslisted shares by way of announcement, the Company shall on the same day submit an electronic version to the HK Stock Exchange through the HK Stock Exchange electronic publishing system for immediate release on the website of the HK Stock Exchange in accordance with the local listing rules, or publish an announcement in newspapers (including the publication of an advertisement in newspapers) in accordance with the local listing rules. The announcement shall also be published on the Company’s website at the same time.

as set forth in the register of holders of overseas-listed foreign shares by personal delivery or prepaid mail so as to give the shareholders sufficient notice and time to exercise their rights or act in accordance with the terms of the notice.

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIx

Holders of the Company’s overseas-listed foreign shares shall select electronic version or mail in writing to receive corporate communication that the Company shall send to shareholders, and they can also select to receive Chinese or English version only, or both. Shareholders can give written notice in advance to the Company within reasonable time to revise the method and language version of receiving foregoing information under appropriate procedures.......

1. Article 180 ......The aforesaid documents shall be sent to each holder of overseas-listed foreign shares by post. 28. Article 195 The Company shall act according to the following principles to settle disputes:

2. (1) For any disputes or claims of rights between holders of overseas-listed foreign shares and the Company; between holders of overseas-listed foreign shares and the directors, supervisors, the president or other senior management officers of the Company; between holders of overseas-listed foreign shares and holders of domestic shares, that arise based on the rights and obligations s t i p u l a t e d i n t h e A r t i c l e s o f Association, the Company Law and other relevant laws and administrative regulations, any such disputes or claims of rights relevant to the affairs of the Company shall be referred by the relevant parties to arbitration. ......

Holders of the Company’s overseaslisted shares shall select electronic version or mail in writing to receive corporate communication that the Company shall send to shareholders, and they can also select to receive Chinese or English version only, or both. Shareholders can give written notice in advance to the Company within reasonable time to revise the method and language version of receiving foregoing information under appropriate procedures.......

Article 180

......The aforesaid documents shall be sent to each holder of overseas-listed shares by post.

Article 195

The Company shall act according to the following principles to settle disputes:

• (1) For any disputes or claims of rights between holders of overseas-listed shares and the Company; between holders of overseas-listed shares and the directors, supervisors, the president or other senior management officers of the Company; between holders of overseas-listed shares and holders of domestic shares, that arise based on the rights and obligations s t i p u l a t e d i n t h e A r t i c l e s o f Association, the Company Law and other relevant laws and administrative regulations, any such disputes or claims of rights relevant to the affairs of the Company shall be referred by the relevant parties to arbitration. ......

Save for the aforesaid Proposed Amendments, there will be no changes to the contents of other provisions of the Articles of Association of the Company.

The Proposed Amendments shall become effective upon approval at the EGM.

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NOTICE OF 2018 SECOND ExTRAORDINARY GENERAL MEETING

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聯想控股股份有限公司 Legend Holdings Corporation

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

(Stock Code: 3396)

NOTICE OF 2018 SECOND ExTRAORDINARY GENERAL MEETING

Notice is hereby given the 2018 second extraordinary general meeting (the “EGM”) of Legend Holdings Corporation (the “Company”) will be held at B-17, Raycom Info Tech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the PRC at 2:30 p.m. on Thursday, December 27, 2018 to consider and, if thought fit, pass the following resolution:

Special Resolution

1. To consider and approve the resolution on the Proposed Amendments to the Articles of Association of Legend Holdings Corporation.

By order of the Board Legend Holdings Corporation NING Min Joint Company Secretary

Hong Kong, November 12, 2018

Notes:

1. In order to determine the shareholders of the Company (the “Shareholders”) entitled to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, November 27, 2018 to Thursday, December 27, 2018, during which time no transfer of the Shares of the Company (the “Shares”) will be registered. Accordingly, unregistered H Shareholders shall lodge relevant share transfer documents with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (“Computershare Hong Kong”) not later than 4:30 p.m. on Monday, November 26, 2018. A proxy need not be a Shareholder.

2. Any Shareholder entitled to attend and vote at the EGM may appoint one or more proxies (whether he/she is a Shareholder) to attend and vote at the EGM on his or her behalf. The Company has the right to request a Shareholder or a proxy who attends the EGM on behalf of a Shareholder to produce proof of identity.

3. In case of joint holders of Shares of the Company, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such Shares as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of such joint holding.

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NOTICE OF 2018 SECOND ExTRAORDINARY GENERAL MEETING

1. Shareholders who intend to attend the EGM in person or by proxy are requested to complete the enclosed reply slip and return it, by hand, by post or by email (sa@legendholdings.com.cn) to the Company (for Domestic Shareholders); or to Computershare Hong Kong (for H Shareholders) by hand or by post on or before Friday, December 7, 2018.

2. The form of proxy must be signed by the appointor or his/her attorney duly authorised in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorised attorney. If more than one proxies are appointed, the number of Shares and its class represented by each proxy must be specified.

3. To be valid, the form of proxy must be lodged with Computershare Hong Kong (for H Shareholders) or the Company (for Domestic Shareholders) no later than 24 hours before the holding of the EGM. If the form of proxy is signed by another person under a power of attorney or other authorisation documents given by the appointer, such power of attorney or other authorisation documents shall be notarised. The notarised power of attorney or other authorisation documents shall, together with the form of proxy, be deposited at the specified place at the time set out in the form of proxy. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. In such event, the instrument appointing a proxy shall be deemed to have been revoked.

4. The address of the H Share registrar, Computershare Hong Kong is Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

5. The address of the Company is B-17, Raycom Info Tech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing 100190, the PRC.

6. The EGM is expected to last no more than half a day. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.

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