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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 New 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:
- any shareholder holding not less than 2.5% of the total voting rights of all shareholders at the date of the requisition a right to vote at the AGM; OR
- any group of at least 50 shareholders at the date of the requisition a right to vote 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 meeting in the case of a requisition requiring notice of a resolution and not less than 1 week before the meeting in case of any other requisition.
- 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 105 of the New 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:
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.
- 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.
- 3. Procedures for convening an extraordinary general meeting ("EGM") by Shareholders
Any shareholder holding not less than 5% of the total voting rights of the Company as at the date of the requisition may convene an EGM 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.
3.3 Notice Periods
- 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
- - 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 an EGM 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, an EGM 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 an EGM for a day not more than 28 days after the date on which the notice convening the EGM 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.
The notice period to be given to all registered shareholders for consideration of the proposal raised by the requisitionists at an EGM varies according to the nature of the proposal, as follows:
- 14 clear days' notice in writing, whichever is the longer, if the proposal constitutes an ordinary resolution of the Company;
- 21 clear days' notice in writing, whichever is the longer, if the proposal constitutes a special resolution of the Company; and
- 28 days' notice in writing if the proposal requires the serving of a special notice under the Companies Ordinance.
- 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.