Yunkang Group Limited — Proxy Solicitation & Information Statement 2017

Oct 24, 2017

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Lenovo Group Limited

(Incorporated in Hong Kong with limited liability)

(Stock Code: 992)

REVISED PROXY FORM FOR USE BY HOLDERS OF SHARES AT THE GENERAL MEETING

I/We[1]

of

being the registered holder(s) of[2]

shares of Lenovo Group Limited (the “Company”)

HEREBY APPOINT[3] the Chairman of the General Meeting or

of

as my/our proxy to attend for me/us at the general meeting of the Company to be postponed to be held at Grand Ballroom, 1/F, Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Friday, November 10, 2017 at 9:00 a.m. and at any adjournment thereof (the “GM”) for the purpose of considering and, if thought fit, passing the following resolutions set out in the revised notice convening the GM dated October 24, 2017 (the “Revised Notice”) and at the GM to vote on behalf of me/us and in my/our name(s) in respect of such resolution as indicated below, or, if no such indication is given, as my/our proxy thinks fit and to vote on behalf of me/us and in my/our name(s) on any other resolutions duly proposed at the GM as my/our proxy thinks fit.

Capitalized terms used herein shall have the same meanings as those defined in the Revised Notice.

	ORDINARY RESOLUTIONS*		FOR4	AGAINST4
(1)	To approve the Subscription Agreement and the transactions contemplated
	thereby;
(2)	To approve the specific mandate for the allotment and issue of the Subscription
	Shares and the Warrant Shares (upon exercise of the Bonus Warrants), credited
	as fully paid, and the issuance of the Bonus Warrants;
(3)	To approve the Whitewash Waiver;
(4)	To approve the Relevant Management Participation, which constitutes a special
	deal under Note 3 to Rule 25 of the Takeovers Code; and
(5)	To authorize any one Director or any two Directors (if affixation of the
	common seal is necessary) or any delegate(s) authorised by such Director(s) 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:
	(a) the Subscription, the Subscription Agreement and all other transactions
	contemplated thereunder, and the closing and implementation thereof;
	(b) securing the fulfilment of the conditions precedent of completion of the
	Subscription; and
	(c) the approval of any amendments or variations to the Subscription
	Agreement or the granting of waivers of any matters contemplated
	thereby that are, in the Director’s opinion, not fundamental to the
	transactions contemplated thereby and are in the best interests of the
	Company, including without limitation the signing (under the common
	seal of the Company where required or expedient) of any supplemental
	or ancillary agreements and instruments and the giving of any
	undertakings and confirmations for any such purposes.

*Full text of the resolutions are set out in the Revised Notice.

Signature[5,6]

Dated this

day of

2017

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this revised proxy form will be deemed to relate to all shares of the Company registered in your name(s).

3. If any proxy other than the Chairman of the GM is preferred, strike out the words “the Chairman of the General Meeting or” and insert the name and address of the proxy desired in the space provided; otherwise the proxy will be the Chairman of the GM. Any shareholder may appoint one or more proxies to represent respectively the number of shares held by such shareholder to attend, to speak and to vote instead of him. A proxy need not be a shareholder of the Company.

4. Important: If you wish to vote for the resolution, tick in the appropriate box marked “FOR”. If you wish to vote against the resolution, tick in the appropriate box marked “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than referred to above.

5. This revised form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under seal, under the hand of an officer or attorney duly authorised.

6. In case of joint registered holders of any shares, this revised form of proxy must be signed by the shareholder whose name stands first in the register of shareholders of the Company. Where there are joint holders of any share, any one of such persons may vote at the GM, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the GM personally or by proxy, that one of the said persons whose name stands first in the register of members of the Company shall alone be entitled to vote in respect of it.

7. To be valid, a revised proxy form together with the power of attorney or other authority, if any under which it is signed, or a notarially certified copy thereof, must be deposited at (form or document sent by any electronic means will not be accepted) the Company’s share registrar, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the GM (the “Closing Time”). In calculating the aforesaid 48 hours period, no account will be taken of any part of a day that is public holiday. Delivery of the revised form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the GM and in such event, the instrument appointing of proxy shall be deemed to be revoked.

8. Any alteration made to this revised form of proxy must be initialled by the person who signs it.

9. Shareholders who have lodged the proxy form despatched on 16 October 2017 (the “Original Proxy Form”) with the Company’s share registrar prior to the date of the Revised Notice (i.e. 24 October 2017) should note that:

10. (i) If no revised proxy form is lodged with the Company’s share registrar prior to the Closing Time, the Original Proxy Form(s) will be treated as a valid form of proxy lodged by him or her if correctly completed and signed and returned in accordance with the instructions printed thereon. The proxy appointed by the shareholder will be entitled to vote at his/her discretion or abstain on any resolution properly proposed to the GM.

11. (ii) If the revised proxy form is lodged with the Company’s share registrar prior to the Closing Time, the revised proxy form will revoke and supersede the relevant Original Proxy Form previously lodged by him or her. The revised proxy form will be treated as a valid form of proxy lodged by such shareholder if correctly completed and signed and returned in accordance with the instructions printed thereon.

12. (iii) If the duly completed and signed revised proxy form is lodged with the Company’s share registrar after the Closing Time, the revised proxy form will be invalid. However, it will revoke the Original Proxy Form previously lodged by such shareholder, and any vote that may be cast by the purported proxy (whether appointed under the Original Proxy Form or the revised proxy form) will not be counted in any poll which will be taken on any proposed resolution.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this revised proxy form has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Cap 486 (“PDPO”), which may include your and/or your proxy’s name and address.

Your and your proxy’s Personal Data provided in this form will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the meeting. Your supply of your and your proxy’s Personal Data is on voluntary basis. However, the Company may not be able to process your request unless you provide us with such Personal Data.

Your and your proxy’s Personal Data will be disclosed or transferred to the Company’s share registrar and/or other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and will be retained for such period as may be necessary for the Company’s verification and record purpose.

By providing your proxy’s Personal Data in this form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this form and that you have informed your proxy of the purpose for and the manner in which his/her data may be used.

You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing by mail to Personal Data Privacy Officer, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.