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Yunkang Group Limited AGM Information 2014

May 29, 2014

50524_rns_2014-05-29_bb9a9fce-51ea-4bff-881b-32fcb2967f68.pdf

AGM Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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(Stock Code: 992)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Lenovo Group Limited (the “ Company ”) will be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, July 2, 2014 at 9:30 a.m. for the following purposes:

  • (1) To receive and consider the audited accounts for the year ended March 31, 2014 together with the reports of the directors and auditor thereon.

  • (2) To declare a final dividend for the issued shares of the Company for the year ended March 31, 2014.

  • (3) To re-elect the retiring directors and authorize the board of directors of the Company to fix directors’ fees;

  • (4) To re-appoint PricewaterhouseCoopers as auditor and authorize the board of directors of the Company to fix auditor’s remuneration.

And as special business, to consider and, if thought fit, to pass with or without modification the following resolutions (5) to (7) as ordinary resolutions and resolution (8) as special resolution:

ORDINARY RESOLUTIONS

(5) “ THAT :

  • (a) subject to paragraph (b) and (c) of this Resolution and pursuant to section 141 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the “ Companies Ordinance ”), the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company, to grant rights to subscribe for or convert any security into, shares in the Company (including the issue of any securities convertible into shares, or options, or warrants, or bonds or notes, or debentures or similar rights to subscribe for any shares) and to make or grant offers, agreements and options which would or might require the exercise of such power(s) during or after the end of the Relevant Period, be and is hereby generally and unconditionally approved;

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  • (b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option, warrants or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to:

  • (i) a Rights Issue (as hereinafter defined);

  • (ii) the grant of options or rights to acquire shares in the Company or an issue of shares in the Company upon the exercise of options or rights granted under any share option scheme or similar arrangement for the time being adopted and approved by the shareholders of the Company; or

  • (iii) an issue of shares as scrip dividends pursuant to the articles of association of the Company from time to time; or

  • (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any options, warrants or similar rights granted by the Company or any securities which are convertible into shares of the Company;

shall not exceed 20 per cent of the aggregate number of shares of the Company in issue at the date of the passing of this Resolution (subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares in accordance with section 170(2)(e) of the Companies Ordinance after the passing of this Resolution), and the said approval shall be limited accordingly; and

  • (c) for the purpose of this Resolution:

Relevant Period ” means the period from the passing of this Resolution until the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiry of the period within which the next annual general meeting of the Company is required by law to be held;

  • (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company; and

Rights Issue ” means an offer of shares of the Company or an issue of options, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares of the Company on the register of members on a fixed record date in proportion to

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their then holdings of such shares of the Company (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).”

(6) “ THAT :

  • (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

  • (b) the aggregate number of shares of the Company which the Company is authorized to buy back pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10 per cent of the aggregate number of shares of the Company in issue at the date of passing this Resolution, and the said approval shall be limited accordingly; and

  • (c) for the purpose of this Resolution:

Relevant Period ” means the period from the passing of this Resolution until the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiry of the period within which the next annual general meeting of the Company is required by law to be held; and

  • (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company.”

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  • (7) “ THAT conditional upon the passing of Resolutions (5) and (6) as set out in the notice convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company pursuant to Resolution (5) set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate number of the shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of a number representing the aggregate number of shares of the Company bought back by the Company pursuant to the mandate to buy back shares of the Company as referred to in Resolution (6) set out in the notice convening this meeting, provided that such extended number shall not exceed 10 per cent of the aggregate number of shares in issue of the Company at the date of passing this Resolution.”

SPECIAL RESOLUTION

  • (8) “ THAT the new articles of association produced to the meeting marked “A” and initialled by the Chairman of the meeting for the purpose of identification, which, among other things, do not include any “objects” clause currently contained in the existing articles of association of the Company as amended by the new Companies Ordinance (Chapter 622 of the Laws of Hong Kong) when it came into force, be and are hereby approved and adopted as the new articles of association of the Company in substitution for and to the exclusion of the existing articles of association of the Company, and any director or the secretary of the Company be and is hereby authorized to do all things necessary to implement the adoption of the new articles of association.”

By Order of the Board

Yang Yuanqing

Chairman and Chief Executive Officer

Hong Kong, May 30, 2014

Notes:

  1. A member entitled to attend and vote at the annual general meeting is entitled to appoint one or more proxies to represent respectively the number of shares held by such member, to attend and to speak and vote on a poll, vote instead of him. A proxy need not be a member of the Company.

  2. To be valid, a proxy form along with the power of attorney or other authority, if any must be:

  3. completed and signed; and

  4. sent or delivered to (form or document sent by any electronic means will not be accepted) the Company’s Registrar, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong; and

  5. received by the Company’s Registrar not less than 48 hours before the time for holding the meeting or any adjourned meeting thereof.

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  1. A proxy form for use at the annual general meeting is enclosed. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting and, in such event, the relevant proxy form shall be deemed to be revoked.

  2. For the purposes of determining shareholders’ eligibility to attend and vote at the annual general meeting, and entitlement to the proposed final dividend, the register of members of the Company will be closed. Details of such closures are set out below:

  3. (i) For determining shareholders’ eligibility to attend and vote at the annual general meeting:

Latest time to lodge transfer documents for registration 4:30 p.m. on Monday, June 30, 2014 Closure of register of members Wednesday, July 2, 2014 Record date Wednesday, July 2, 2014

  • (ii) For determining shareholders’ entitlement to the proposed final dividend:

Latest time to lodge transfer documents for registration 4:30 p.m. on Monday, July 7, 2014 Closure of register of members Tuesday, July 8, 2014 Record date Tuesday, July 8, 2014

During the above closure periods, no transfer of shares will be registered. To be eligible to attend and vote at the annual general meeting, and to qualify for the proposed final dividend, all properly completed transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s share registrar, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than the aforementioned latest times.

  1. Where there are joint holders of any shares carrying voting rights, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at any meeting the vote of the most senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names of the joint holders appears in the register of members of the Company in respect of the joint holding.

  2. Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. The Chairman of the annual general meeting will therefore put each of the resolutions to be proposed at the meeting to be voted by way of poll pursuant to the Company’s articles of association.

  3. If typhoon signal no. 8 or above remains hoisted or a black rainstorm warning signal is in force at 9:00 a.m. at the date of the annual general meeting, the meeting will be postponed. Members are requested to visit the Company’s website (www.lenovo.com/hk/publication) and the Stock Exchange’s website (www.hkex.com.hk) for details of alternative meeting arrangements.

The annual general meeting will be held as scheduled when an amber or red rainstorm warning signal is in force.

Members who have any queries concerning the alternative meeting arrangements, please call the Customer Service Hotline of Tricor Abacus Limited at telephone number 2980 1333 from 9:00 a.m. to 5:00 p.m., Monday to Friday (excluding public holidays).

Members should make their own decision as to whether they would attend the meeting under the bad weather conditions bearing in mind their own situation and if they should choose to do so, they are advised to exercise care and caution.

As at the date of this notice, the executive director is Mr. Yang Yuanqing; the non-executive directors are Mr. Zhu Linan and Mr. Zhao John Huan; and the independent non-executive directors are Mr. Ting Lee Sen, Dr. Tian Suning, Mr. Nicholas C. Allen, Mr. Nobuyuki Idei, Mr. William O. Grabe, Mr. William Tudor Brown and Ms. Ma Xuezheng.

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