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Subject to applicable legislation and regulations, including the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), and the Articles of Association of the Company as amended from time to time, the shareholders of the Company may put forward proposals at a general meeting and convene general meetings in accordance with the following procedures:
1. Procedures for putting forward proposals at the annual general meeting ("AGM")
The following persons (the "requisitionists") are entitled to put forward a proposal (which may properly be put to the meeting) for consideration by the shareholders at AGM:
- Shareholder(s) representing at least 2.5% of the total voting rights of all shareholders at the date of the requisition having the right to vote on that resolution at the AGM; OR
- At least 50 shareholders at the date of the requisition having the right to vote on that resolution at the AGM.
- The written request must state the resolution, accompanied by a statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting, signed by the requisitionists (or 2 or more copies which between then contain the signatures of all the requisitionists).
- The written request must be deposited at 23rd Floor, Lincoln House, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong, the registered office of the Company, for the attention of Company Secretary not less than 6 weeks before the AGM to which the request relates; or if later, the time at which notice is given of the AGM.
- The request will be verified with the Company's share registrar and upon their confirmation that the written request is proper and in order, the Company Secretary will report back the request to the Board of Directors to include the resolution in the agenda for the AGM. If the written request has been verified as not in order, the requisitionists will be advised of this outcome and accordingly, the proposed resolution will not be included in the agenda for the AGM.
- The expenses of circulating members’ statements relating to the proposed resolutions or other business to be dealt with at AGM will be borne by the Company, if such requisitions are received in time for sending with the notice of the meeting. Otherwise, the expenses will be paid by the requisitionist(s) concerned. The requisitionists should deposit or tender, not later than 7 days before the AGM, a sum reasonably sufficient to meet the Company’s expenses in complying with such request.
2. Procedures for Shareholders to propose a person for election as a Director
Article 111 of the Articles of Association of the Company provides that no person, other than a retiring Director, shall be eligible for election to the office of Director at any general meeting unless:
- he/she is recommended by the Directors; or
- notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been given to the Company and provided that the minimum length of the period, during which such notices may be given, shall be at least seven days and that the period for lodgement of such notices shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting.
Accordingly, if a shareholder wishes to nominate a person to stand for election as a Director of the Company at the AGM, the following documents must be validly served on the Company Secretary at the registered office of the Company, namely (i) his/her notice of intention to propose a resolution at the AGM; and (ii) a notice signed by the nominated candidate of the candidate's willingness to be appointed together with (a) that candidate's information as required to be disclosed under rule 13.51(2) of the Listing Rules, and (b) the candidate's written consent to the publication of his/her personal data.
3. Procedures for convening a general meeting ("GM") by Shareholders
Shareholder(s) representing at least 5% of the total voting rights of all the shareholders having the right to vote at GM may request the Company to convene a GM by depositing a written request to 23rd Floor, Lincoln House, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong, the registered office of the Company, for the attention of Company Secretary.
- The written request:
- - must state the general nature of the business to be dealt with at the meeting;
- - may include the text of a resolution that may properly be moved and is intended to be moved at the meeting;
- - must be signed by the requisitionists and may consist of several documents in like form, each signed by one or more requisitionists.
- The request will be verified with the Company's share registrar and upon their confirmation that the written request is proper and in order, the Company Secretary will ask the Board of Directors to convene a GM by serving sufficient notice in accordance with the statutory requirements to all the registered shareholders. On the contrary, if the written request has been verified as not in order, the requisitionists will be advised of this outcome and accordingly, a GM will not be convened as requested.
- Where, within 21 days of the deposit of the requisition, the Directors of the Company do not proceed duly to convene a GM for a day not more than 28 days after the date on which the notice convening the GM is given, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from the date of the original requisition.
3.3 Notice Periods
The notice period to be given to all registered shareholders for consideration of the proposal raised by the requisitionists at a GM, as follows:
- 14 clear days' or 10 clear business days' notice in writing, whichever is the longer; and
- 28 days' notice in writing if the proposal requires the serving of a special notice under the Companies Ordinance.
- The written request:
4. Contact Details
Shareholders may send their enquiries and concerns to the Company through the Company Secretary by writing to the following address:
Lenovo Group Limited
23rd Floor, Lincoln House, Taikoo Place,
979 King's Road, Quarry Bay,
The Company Secretary will forward the communications to the appropriate party or executive.