Yunkang Group Limited — Proxy Solicitation & Information Statement 2004

Mar 11, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, 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 Group Limited , you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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PROPOSED CHANGE OF COMPANY NAME

A notice convening an extraordinary general meeting of Legend Group Limited to be held at Hennessy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 25 March 2004 at 10:00 a.m. is set out on page 5 of this circular. Whether or not you able to attend the meeting in person, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be). Completion and return of the proxy form will not preclude shareholders of the Company from attending and voting in person at the meeting.

Hong Kong, 26 February 2004

CONTENTS

	Page Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Reasons for the Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Effect of Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3	Page Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Reasons for the Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Effect of Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

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DEFINITIONS

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

• “Board”

the board of directors of the Company

• “Company”

Legend Group Limited 聯想集團有限公司 , a limited liability company incorporated in Hong Kong, with its Shares listed on the Stock Exchange

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

• “Extraordinary General Meeting”

• the extraordinary general meeting of the Company to be held at Hennessy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 25 March 2004 at 10:00 a.m., notice of which is set out on page 5 of this circular

• “Group”

the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of The People’s Republic of China

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Shares”

• share(s) of HK$0.025 each in the capital of the Company

• “Special Resolution” the proposed special resolution contained in the notice convening the Extraordinary General Meeting as set out on page 5 of this circular

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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Executive Directors: Mr. Liu Chuanzhi (Chairman) Mr. Yang Yuanqing (Vice Chairman and President) Ms. Ma Xuezheng

Non-executive Director:

Mr. Zeng Maochao

Registered Office: 23rd Floor Lincoln House Taikoo Place 979 King’s Road Quarry Bay Hong Kong

Independent Non-executive Directors: Mr. Wong Wai Ming Professor Woo Chia-Wei Mr. Ting Lee Sen

26 February 2004

To the shareholders of the Company,

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

INTRODUCTION

On 11 February 2004, the Directors announced that they proposed to change the English name of the Company to “Lenovo Group Limited” whereas the Chinese name of the Company shall remain unchanged as “聯想集團有限公司 ”.

The purpose of this circular is to provide you with further information regarding the proposed change of the English name of the Company and the effect of such change on your rights as a shareholder of the Company so as to give you all information reasonably necessary to enable you to make an informed decision on whether to vote for or against the Special Resolution in relation thereto.

REASONS FOR THE PROPOSAL

In April 2003, the Company had changed the English brand name for its products from “Legend” to “Lenovo” as the Company required an English brand name that could be used without restriction in markets worldwide. The Group had experienced difficulties in the

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LETTER FROM THE BOARD

registration of the English brand name “Legend” as a trade mark for its products as the name had already been registered by others in many other countries, thus making it essential for the Company to design and register a new English brand name. The new English brand name “Lenovo” is intended to represent “an innovative Legend” and is a brand name that will better cater for the Group’s business diversification and lay the groundwork for the Group’s expansion in overseas markets. In the circumstances, the Directors consider that it is now an appropriate time to change the English name of the Company to “Lenovo Group Limited”, which will help to raise the recognition and popularity of the “Lenovo” brand name.

The principal activities of the Group are the provision of advanced information technology products and services in the People’s Republic of China.

CONDITIONS

The proposed change of the English name of the Company is subject to the passing of the Special Resolution by the shareholders of the Company at the Extraordinary General Meeting and the approval by the Registrar of Companies in Hong Kong. The proposed change of the English name of the Company will take effect on the date on which the certificate of change of name is issued by the Registrar of Companies in Hong Kong. The Company will carry out the necessary filing procedures with the Registrar of Companies in Hong Kong.

EFFECT OF CHANGE OF COMPANY NAME

The proposed change of the English name of the Company will not affect any of the rights of the shareholders of the Company. All existing share certificates in issue bearing the current English name of the Company will continue to be evidence of title to the Shares and will be valid for trading, settlement and delivery for the same number of Shares in the new English name of the Company. Accordingly, there will not be any arrangement for free exchange of existing share certificates for new share certificates under the new English name of the Company. Once the proposed change of English name of the Company becomes effective, any new share certificates of the Company will be issued in the new English name of the Company.

A further announcement regarding, inter alia, the effective date on which trading in the Shares under the new English name of the Company on the Stock Exchange will be made as and when the new English name of the Company takes effect.

EXTRAORDINARY GENERAL MEETING

On page 5 of this circular, you will find the notice convening the Extraordinary General Meeting for the purpose of considering and, if thought fit, passing the Special Resolution.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained herein the omission of which would make any statement contained in this circular misleading.

ACTION TO BE TAKEN

A proxy form for use at the Extraordinary General Meeting is enclosed herein. Whether or not you intend to attend the Extraordinary General Meeting, you are requested to complete the proxy form and return it to the Company’s share registrar, Abacus Share Registrars Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Extraordinary General Meeting. Completion and return of a proxy form will not prevent shareholders of the Company from attending and voting at the Extraordinary General Meeting if they so wish.

RECOMMENDATION

The Directors believe the adoption of the new English name of the Company will be in the best interests of the Company and the shareholders of the Company as a whole. Accordingly, the Directors recommend the shareholders of the Company to vote in favour of the Special Resolution which will be proposed at the Extraordinary General Meeting.

Yours faithfully, For and on behalf of the Board

Liu Chuanzhi

Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Legend Group Limited 聯想集團有限公司 (the “ Company ”) will be held at Hennessy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 25 March 2004 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to the approval by the Registrar of Companies in Hong Kong, the name of the Company be and is hereby changed to Lenovo Group Limited 聯想集團有限公司.”

By Order of the Board Liu Chuanzhi Chairman

Hong Kong, 26 February 2004

Notes:

1. Any member entitled to attend and vote at the extraordinary general meeting is entitled to appoint another person as his proxy to attend and, on a poll, vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.

2. Where there are joint holders of any share, any one of such joint holders may vote at the extraordinary general meeting, 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 is present at the extraordinary general meeting, then one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

3. To be valid, the instrument appointing a proxy, together with a power of attorney or other authority (if any) under which it is signed (or a notarially certified copy of such power or authority) must be deposited at the Company’s share registrar, Abacus Share Registrars Limited of Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be). Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or at any adjourned meeting.

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