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Yunkang Group Limited — Proxy Solicitation & Information Statement 2005
Jul 25, 2005
50524_rns_2005-07-25_fcb274f6-e7b5-4b08-acde-ec79c41bb40b.pdf
Proxy Solicitation & Information Statement
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(Stock Code: 0992)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Lenovo Group Limited (the “ Company ”) will be held at 10:00 a.m. on Tuesday, 9 August 2005 (or immediately after the conclusion or adjournment of the annual general meeting of the Company convened for the same date and place at 9:30 a.m.) at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong for the purposes of considering and, if thought fit, passing with or without modification the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
(1) “ THAT :
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(a) the China Services Agreement dated 27 April 2005 entered into between International Information Products (Shenzhen) Co., Ltd (“ IIPC ”) and Changchun Blue Express Computer Engineering Technology Co., Ltd. (“ Blue Express ”), pursuant to which Blue Express will provide maintenance and warranty services to IIPC (a copy of which is tabled at the meeting and marked “A” and initialed by the chairman of the meeting for identification purposes) and the proposed annual caps thereunder for each of the three years ending 31 March 2008, be and is hereby approved, ratified and confirmed;
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(b) any one Director, or any two Directors if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company and/or its subsidiaries to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/ them to be incidental to, ancillary to or in connection with the matters contemplated in the China Services Agreement.”
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(2) “ THAT :
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(a) the Reverse Transition Services Agreement dated 12 May 2005 entered into between the Company and International Business Machines Corporation (“ IBM ”), pursuant to which the Company and its subsidiaries will provide IBM and its affiliates with the Reverse Transition Services (as defined therein) (a copy of which is tabled at the meeting and marked “B” and initialed by the chairman of the meeting for identification purposes) and the proposed annual caps thereunder for each of the three years ending 31 March 2008, be and is hereby approved, ratified and confirmed;
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(b) any one Director, or any two Directors if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company and/or its subsidiaries to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/them to be incidental to, ancillary to or in connection with the matters contemplated in the Reverse Transition Services Agreement.”
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(3) “ THAT :
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(a) the Service Contract dated 30 April 2005 entered into between the Company and Mr Stephen M Ward. Jr, an executive Director, President and Chief Executive Officer of the Company (a copy of which is tabled at the meeting and marked “C” and initialed by the chairman of the meeting for identification purposes), be and is hereby approved, ratified and confirmed; and
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(b) any one Director, or any two Directors if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company and/or its subsidiaries to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/them to be incidental to, ancillary to or in connection with the matters contemplated in the Service Contract.”
By Order of the Board of Lenovo Group Limited Yang Yuanqing Chairman
Hong Kong, 23 July 2005
Registered office:
23rd Floor, Lincoln House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong
As at the date of this announcement, the Executive Directors are Mr Yang Yuanqing, Mr Stephen M Ward, Jr and Ms Ma Xuezheng; the Non-executive Directors are Mr Liu Chuanzhi, Mr Zhu Linan, Mr James G Coulter, Mr William O Grabe, Mr Shan Weijian, Mr Justin T Chang (Alternate Director to Mr James G Coulter), Mr Vince Feng (Alternate Director to Mr William O Grabe) and Mr Daniel A Carroll (Alternate Director to Mr Shan Weijian); and Independent Non-executive Directors are Mr Wong Wai Ming, Professor Woo Chia-Wei and Mr Ting Lee Sen.
Notes:
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A member entitled to attend and vote at the Extraordinary General Meeting convened by this notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.
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To be effective, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be completed and lodged at the share registrar of the Company, 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 for holding the Extraordinary General Meeting or any adjournment thereof.
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Completion and return of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting or any adjournment thereof and, in such event, the relevant form of proxy shall be deemed to be revoked.
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Where there are joint registered holders, any one of such persons may vote at the Extraordinary General Meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint registered holders be present at the Extraordinary General Meeting personally or by proxy, then the registered holder so present whose name stands first on the register of members of the Company in respect of such Share will alone be entitled to vote in respect thereof.
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The translation into Chinese language of the notice is for reference only. In case of any discrepancies, the English version shall prevail.
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The votes to be taken in the Extraordinary General Meeting will be taken by way of poll.
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“Please also refer to the published version of this announcement in The Standard”
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