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Yunkang Group Limited Proxy Solicitation & Information Statement 2006

Oct 19, 2006

50524_rns_2006-10-19_df574adf-0a48-4036-ac2e-cdf50a225572.pdf

Proxy Solicitation & Information Statement

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(Incorporated in Hong Kong with limited liability) (Stock Code: 0992)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at The Harbour Room, 3/F., The Ritz-Carlton Hong Kong, 3 Connaught Road, Central, Hong Kong on Tuesday, November 7, 2006 at 3:30 p.m. (or immediately after the conclusion of another extraordinary general meeting of the Company convened and to be held at 3:00 p.m. on the same date and at the same place) for the purpose of considering and, if thought fit, passing the following Resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

That :

  • (a) the Master Services Agreement dated September 22, 2006 entered into between Lenovo (Singapore) and IBM (the details of which are set out in the circular dated October 19, 2006 despatched by the Company to its shareholders (the “ Circular ”)), a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for identification purpose, and the transactions contemplated thereunder and the fixing of the Fee Cap and the Termination Fee Cap (as defined in the Circular) be and are hereby approved, confirmed and/or ratified;

  • (b) the Amendment Agreements dated September 22, 2006 entered into between the Company and IBM (the details of which are set out in the Circular), a copy of which has been produced to the meeting marked “B” and signed by the chairman of the meeting for identification purpose, and the transactions contemplated thereunder be and are hereby approved, confirmed and/or ratified; and

  • (c) any one Director or any two Directors (if affixation of the common seal is necessary) be and is/are hereby authorised to sign and/or execute all such other documents, instruments or agreements and to do or take all such actions or things as such Director(s) consider(s) necessary or desirable to implement and/or give effect to the terms of the Master Services Agreement, the Amendment Agreements and the transactions contemplated thereunder.”

By Order of the Board Yang Yuanqing Chairman

Raleigh, October 19, 2006

Registered office:

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

As of the date of this announcement, the Executive Directors are Mr. Yang Yuanqing, Mr. William J. Amelio 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 the Independent Non-executive Directors are Mr. Wong Wai Ming, Professor Woo Chia-Wei, Mr. Ting Lee Sen and Mr. John W. Barter III.

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Notes:

  1. 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.

  2. 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 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time for holding the Extraordinary General Meeting or any adjournment thereof.

  3. 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.

  4. 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.

  5. The translation into Chinese language of the notice is for reference only. In case of any discrepancies, the English version shall prevail.

  6. Voting at the Extraordinary General Meeting will be conducted by way of poll.

“Please also refer to the published version of this announcement in the South China Morning Post”

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