THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Legend Holdings Corporation, you should at once hand this circular, together with the accompanying form of proxy and reply slip to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

聯想控股股份有限公司

Legend Holdings Corporation

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 03396)

PROPOSED APPOINTMENT OF DIRECTORS

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

PROPOSED GRANTING OF A GENERAL MANDATE TO THE BOARD TO

ISSUE DEBT FINANCING INSTRUMENTS

AND

NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020

The Company will convene the EGM at 2:30 p.m. on Thursday, February 13, 2020, at B-17, Raycom Info Tech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the People's Republic of China. Notice of EGM is set out on pages 39 to 41 of this circular.

If you intend to attend and vote in person or by proxy at the EGM, you are requested to complete and return (i) the accompanying reply slip in accordance with the instructions printed thereon on or before Friday, January 24, 2020 to the H Share registrar, Link Market Services (for H Shareholders) or the Company (for Domestic Shareholders) and (ii) the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible but in any event not less than 24 hours before the time appointed for convening the EGM or any adjournment thereof to the H Share registrar, Link Market Services (for H Shareholders) or the Company (for Domestic Shareholders). Completion and return of the forms of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

December 27, 2019

CONTENTS

Page

DEFINITIONS............................................................................................................................

1

LETTER FROM THE BOARD................................................................................................

4

APPENDIX - PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION....................................................

16

NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020.......................

39

- i -

DEFINITIONS

In this circular, unless the context requires otherwise, the following terms shall have the following meanings:

"2016 Restricted Share

the 2016 restricted share incentive scheme of the Company

  Incentive Plan"

approved by the Shareholders on June 2, 2016 (for further

details, please refer to the circular to the Shareholders of the

Company dated April 15, 2016)

"2019 Share Incentive Plan"

the 2019 mid-term to long-term share incentive scheme of the

Company approved by the Shareholders on June 13, 2019 (for

further details, please refer to the circular to the Shareholders

of the Company dated April 19, 2019)

"Articles of Association"

the Articles of Association of Legend Holdings Corporation

"BIL"

Banque International à Luxembourg S.A., a credit institution

in the form of a Luxembourg limited liability company (société

anonyme) and our subsidiary

"Board"

the board of directors of the Company

"Company" or "Legend Holdings"

Legend Holdings Corporation ( 聯想控股股份有限公司), a

joint stock limited liability company incorporated under the

laws of People's Republic of China and its overseas listed

shares are listed on the Main Board of the Hong Kong Stock

Exchange (Stock Code: 03396)

"Director(s)"

director(s) of the Company

"Domestic Share(s)"

domestic share(s) in the ordinary share capital of the Company

with a nominal value of RMB1.00 each

"EGII"

ENN Group International Investment Limited, a company

incorporated in the British Virgin Islands with limited liability,

which is beneficially owned as to 50% by each of Mr. WANG

Yusuo and his spouse respectively

"EGM" or "Meeting"

the first extraordinary general meeting of 2020 of the Company

scheduled to be held at B-17, Raycom Info Tech Park, No. 2 Ke

Xue Yuan South Road, Haidian District, Beijing, the People's

Republic of China at 2:30 p.m. on Thursday, February 13, 2020

"H Share(s)"

overseas listed share(s) in the ordinary share capital of the

Company with a nominal value of RMB1.00 each, which are

listed on the Main Board of the Hong Kong Stock Exchange

and trade in HK dollars

- 1 -

DEFINITIONS

"H Shareholder(s)"

holder(s) of H Share(s) of the Company

"Hong Kong"

Hong Kong Special Administrative Region of the People's

Republic of China

"Hong Kong Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Kaola Technology"

Tibet Kaola Science & Technology Development Co., Ltd.

( 西藏考拉科技發展有限公司), a limited liability company

incorporated under the laws of the People's Republic of China,

and our subsidiary

"Lakala"

Lakala Payment Corporation (拉卡拉支付股份有限公司), a

joint stock limited liability company incorporated under the

laws of the People's Republic of China, and our associate,

listed on the ChiNext Board of the Shenzhen Stock Exchange

(A share stock code: 300773)

"Latest Practicable Date"

December 23, 2019, being the latest practicable date prior to

the printing of this circular for ascertaining certain information

contained in this circular

"Link Market Services"

Link Market Services (Hong Kong) Pty Limited, the H Share

Registrar of the Company

"Listing Rules"

the Rules Governing the Listing of Securities on the Hong

Kong Stock Exchange, as amended, supplemented or otherwise

modified from time to time

"Nomination Committee"

Nomination Committee under the Board

"Remuneration Committee"

Remuneration Committee under the Board

"RMB"

Renminbi, the lawful currency of the People's Republic of

China

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the

laws of Hong Kong) as amended, supplemented or otherwise

modified from time to time

"Shanghai Stock Exchange"

Shanghai Stock Exchange

"Share(s)"

share(s) of the Company

"Shareholder(s)"

holders of the share(s)

- 2 -

DEFINITIONS

"Shenzhen Stock Exchange"

Shenzhen Stock Exchange

"Strategy Committee"

Strategy Committee under the Board

"We/our"

the Company and its subsidiaries, or, where the context so

requires, any one of them

"Zhengqi Financial"

Zhengqi Financial Holdings Corporation (正奇金融控股股份

有限公司), a joint stock limited liability company incorporated

under the laws of the People's Republic of China, and our

subsidiary

"%"

per cent

- 3 -

LETTER FROM THE BOARD

聯想控股股份有限公司

Legend Holdings Corporation

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 03396)

Executive Directors:

Registered office:

Mr. LIU Chuanzhi (Chairman)

Room 1701, 17/F, Block 1

Mr. ZHU Linan (President)

Court No. 2, Ke Xue Yuan South Road

Mr. ZHAO John Huan (Executive Vice President)

Haidian District

Mr. NING Min

Beijing

Non-executive Directors:

People's Republic of China

Principal place of business in Hong Kong:

Mr. WU Lebin

Mr. SUO Jishuan

27/F, One Exchange Square

Independent Non-executive Directors:

Central

Hong Kong

Mr. MA Weihua

Mr. ZHANG Xuebing

Ms. HAO Quan

December 27, 2019

To the Shareholders

Dear Sir or Madam,

PROPOSED APPOINTMENT OF DIRECTORS

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

PROPOSED GRANTING OF A GENERAL MANDATE TO THE BOARD TO

ISSUE DEBT FINANCING INSTRUMENTS

AND

NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020

  1. INTRODUCTION
    Reference is made to the announcement of the Company dated December 18, 2019 in relation to, among other things, the proposed appointment of directors and proposed amendments to the Articles of Association.
    The purpose of this circular is to give the Notice of EGM to the Shareholders and to provide details of the resolutions proposed to be considered at the EGM for the Shareholders to make an informed decision on whether to vote for or against the resolutions to be proposed at the meeting.

- 4 -

LETTER FROM THE BOARD

  1. PROPOSED APPOINTMENT OF DIRECTORS
    Upon recommendations made by the Nomination Committee and upon the approval by resolutions of the Board, the Board nominated (i) Mr. LI Peng as an Executive Director of the second session of the Board; (ii) Mr. WANG Yusuo as a Non-executive Director of the second session of the Board; (iii) Mr. YIN Jian'an as an Independent Non-executive Director of the second session of the Board.
    The ordinary resolutions (the "Resolutions") regarding the above proposed appointment of Mr. LI Peng, Mr. WANG Yusuo and Mr. YIN Jian'an (the "Candidates for New Directors") were considered and approved by the Board at the Board meeting held on December 18, 2019. The Resolutions are hereby proposed at the EGM to be considered respectively for the approval of the Shareholders.
    Subject to the Resolutions being all approved by the Shareholders at the forthcoming EGM, the Board (with reference to the recommendations of the Nomination Committee) will agree to appoint (i) Mr. WANG Yusuo and Mr. YIN Jian'an as members of the Nomination Committee of the Company; (ii) Mr. YIN Jian'an will take over the role of Chairman of the Remuneration Committee of the Company; and (iii) Mr. LI Peng as a member of the Strategy Committee of the Company.
    The Company will enter into a director service contract with the aforesaid respective
    Candidates for New Directors, with terms of office commencing from the date of passing the
    Resolutions and ending on the conclusion of the annual general meeting at which the third session of the Board will be elected. Shareholders have approved and authorized the Board (after taking into consideration the recommendations of the Remuneration Committee of the Board) to determine the remuneration of the directors of the second session of the Board at the 2017 annual general meeting. Therefore, the Board will determine the remuneration (if any) of the Candidates for New Directors according to their duties and responsibilities, the business performance and the remuneration policy of the Company, the remuneration levels of comparable companies, the prevailing market conditions and with reference to the advice of the Remuneration Committee.

- 5 -

LETTER FROM THE BOARD

The biographical details and other information of the Candidates for New Directors are as follows:

  1. Proposed candidate for the Executive Director
    Mr. LI Peng ("Mr. LI"), aged 48, joined the Company in 2003. As a member of the Executive Committee, Mr. LI has long engaged himself in the strategic investments business and post-investment management of the Company. At the preliminary phase of the Company's strategic investments business, he participated in the formulation and implementation of investment strategies, and was responsible for the investment in and management on diversified sectors, including the successful optimization of the Company's real estate business. The financial services business landscape is full- fledged under his leadership of financial services and overseas investments. He has also set up a team specialized in overseas investment. With his international perspective and professional knowledge, Mr. LI led his team and completed the acquisition of BIL, building a new pillar asset as an outstanding contribution to the healthy development and value enhancement of the Company. Mr. LI is also responsible for the domestic and overseas financing business of the Company. Mr. LI is currently a director of Lakala (listed on the Shenzhen Stock Exchange), and the Vice Chairman of BIL, a director of Zhengqi Financial and Kaola Technology, etc. Mr. LI acted in succession as General Manager of the Investment Management Department, Director of Strategic Investments, Assistant President, Vice President, and Senior Vice President of the Company.
    Mr. LI obtained his bachelor's degree in International Finance from the University of International Business and Economics (對外經濟貿易大學) and received a master's degree in business administration from the New Hampshire State University (新罕布什 爾州立大學) in the United States. Previously to joining Legend Holdings, he served in Sinotrans (中國對外貿易運輸總公司) and Teradyne Connection Systems.
    Save as disclosed in this circular, as at the Latest Practicable Date, Mr. LI holds 3,444,100 H shares of the Company (including 544,100 restricted shares granted under 2016 Restricted Share Incentive Plan, 1,000,000 restricted shares and 1,900,000 share options granted under 2019 Share Incentive Plan) (representing approximately 0.27% of the total issued H shares of the Company and 0.14% of the total issued shares of the Company), within the meaning of Part XV of the SFO.
    Save as disclosed above, Mr. LI has confirmed that, as at the Latest Practicable Date, he
    (i) does not have any interests in the shares and underlying shares of the Company within the meaning of Part XV of the SFO; (ii) is not connected to any director, supervisor, senior management or substantial shareholder of the company; and (iii) has not held any directorship in any other listed company in the past three years.

As at the Latest Practicable Date, there is no other information relating to the appointment of Mr. LI that is required to be disclosed pursuant to any requirements of Rule 13.51(2) of the Listing Rules, nor any other matter relating to the appointment of Mr. LI that is required to be brought to the attention of the Shareholders.

- 6 -

LETTER FROM THE BOARD

  1. Proposed candidate for the Non-executive Director
    Mr. WANG Yusuo ("Mr. WANG"), aged 56, has over 30 years of experience in investment and management of clean energy business in the People's Republic of China. Mr. WANG is currently the founder, the Chairman of the Board, Executive Director and the Chairman of the Nomination Committee of ENN Energy Holdings Limited (listed on the Hong Kong Stock Exchange), the Chairman of ENN Ecological Holdings Co., Ltd. (listed on the Shanghai Stock Exchange) and a Director of ENC Data Technology Co., Ltd (listed on the Shanghai Stock Exchange) where he served as the Chairman between December 2010 to May 2018 and a director of EGII. Mr. WANG obtained his doctor's degree in Enterprise Management from Tianjing University of Finance and Economics (天津財經大學) in 2007.
    EGII, the controlled corporation of Mr. WANG, holds 54,090,000 H shares of the Company (representing approximately 4.25% of the total issued H shares of the Company and 2.29% of the total issued shares of the Company). Mr. WANG is deemed to hold 54,090,000 H Shares through EGII under the provisions of Divisions 2 and 3 of Part XV of the SFO.

Save as disclosed above, Mr. WANG has confirmed that, as at the Latest Practicable Date, he (i) does not have any interests in the shares and underlying shares of the Company within the meaning of Part XV of the SFO; (ii) is not connected to any director, supervisor, senior management or substantial shareholder of the Company; and (iii) has not held any directorship in any other listed company in the past three years.

As at the Latest Practicable Date, there is no other information relating to the appointment of Mr. WANG that is required to be disclosed pursuant to any requirements of Rule 13.51(2) of the Listing Rules nor any other matter relating to the appointment of Mr. WANG that is required to be brought to the attention of the Shareholders.

- 7 -

LETTER FROM THE BOARD

  1. Proposed candidate for the Independent Non-executive Director
    Mr. YIN Jian'an ("Mr. YIN"), aged 62, joined Xi'an Shaangu Power Co., Ltd. (listed on the Shanghai Stock Exchange) in May 2001 and served as the Chairman from May 2001 to August 2017. Mr. YIN served as the Chairman of Shaanxi Blower (Group) Co., Ltd. (陝西鼓風機(集團)有限公司) from May 2001 to June 2017, as the Chairman of Shaanxi Qin Feng Gases Technology (陝西秦風氣體股份有限公司) from November 2012 to July 2015, as President of Shaangu Power and Automation Engineering Academy (陝鼓能源動力與自動化工程研究院) from August 2008 to August 2017. Mr. YIN obtained his doctor's degree and master's degree in Fluid Mechanics from Zhejiang University (浙江大學) in 2004 and 1992, respectively.
    Mr. YIN has managed and participated various foundation research and development for state key projects, among which, over 30 results of the technology projects were awarded, and achieved the second prize of National Science and Technology Progress Award twice. Two articles, namely "A High-end Operation and Management of System Integrator and Service Provider Transformed from Product Producer" (從產品製造商 向系統集成商和服務商轉變的高端經營管理) and "Supply Chain Financing Service Management Led by Manufacturing Companies" (製造企業主導的供應鏈融資服務 管理), which were written by Mr. YIN, received the first prize of National Corporate Management Modernization and Innovation Achievements (企業管理現代化創新成果) of 12th session and 14th session respectively.
    Save as disclosed above, Mr. YIN has confirmed that, as at the Latest Practicable Date, he (i) does not have any interests in the shares and underlying shares of the Company within the meaning of Part XV of the SFO; (ii) is not connected to any director, supervisor, senior management or substantial shareholder of the Company; and (iii) has not held any directorship in any other listed company in the past three years.
    As at the Latest Practicable Date, there is no other information relating to the appointment of Mr. YIN that is required to be disclosed pursuant to any requirements of Rule 13.51(2) of the Listing Rules, nor any other matter relating to the appointment of Mr. YIN that is required to be brought to the attention of the Shareholders.

- 8 -

LETTER FROM THE BOARD

  1. PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
    The Board has approved the proposed amendments to Articles of Association of the Company ("Proposed Amendments"), details of which are set out on pages 16 to 38 of this circular.
    Based on the following reasons and the actual circumstances of the Company, the main contents of the relevant terms of Articles of Association shall be amended accordingly:
    1. In accordance with the Reply of the State Council on the Adjustment of the Notice Period of the General Meetings and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No.97)( 關於調整適用在境外上市公司召開股東大 會通知期限等事項規定的批覆》(國函[2019]97)), the requirements on the notice period of the general meetings and convening procedures for overseas listed companies shall be governed by the relevant provisions under the Company Law of the People's Republic of China, instead of the provisions under the Articles 20 to 22 of the Special Provisions of the State Council Concerning the Floatation and Listing of Stocks Abroad by Limited Stock Companies ( 國務院關於股份有限公司境外募集股份及上市的特 別規定》) issued in 1994 which required, among others, "When a company convenes a shareholders' general meeting, a written notice must be issued no later than 45 days before the meeting";
    2. The sixth meeting of the Standing Committee of the Thirteenth National People's Congress reviewed and approved the revisions to Article 142 of the Company Law regarding repurchase by a company of its own shares, which supplements circumstances under which a company is allowed to repurchase its own shares. It is proposed to amend relevant provisions of the Articles of Association to reflect such revisions in the Company Law. In the event that the Company intends to repurchase H Shares, the Company will comply with the relevant Listing Rules, in particular Rule 10.06(5) of the Listing Rules, which provides that the listing status of all shares which are repurchased by the listing company shall be automatically cancelled upon repurchase and the listing company must apply for re-listing of any further issues of the same type of shares. The repurchase of H Shares is subject to the passing of a special resolution at the general meeting and the approval of H Shareholders at class meeting; and
    3. In order to secure sustainable and steady development of the Company, as well as optimize the governance structure, the Company intends to apply applicable adjustment of the above rules on the authority of the relevant governance body(s), as well as to amend the title and scope for some of the senior management.

The independent legal adviser is of the opinion that, the Proposed Amendments to Articles of Association has complied with the laws of the People's Republic of China and requirements of Listing Rules. The Board considers that the Proposed Amendments are in the interests of the Company and its Shareholders as a whole. The Proposed Amendments will take effect after being approved by the Shareholders by way of a special resolution at the forthcoming EGM.

- 9 -

LETTER FROM THE BOARD

As the Company is a company incorporated in the People's Republic of China, the Articles of Association have been prepared in Chinese and its English translation is for reference only. In case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.

The Board proposes that an authorisation be granted to the Board, person(s) authorised by the Board and the secretary to the Board to arrange for the registration for and filing of the amendments to the Articles of Association with the industry and commerce administration and other relevant government authorities.

The resolution regarding the Proposed Amendments of the Articles of Association will be proposed at the EGM by way of a special resolution for the approval by the Shareholders, and will become effective upon their consideration and approval.

(IV) PROPOSED GRANTING OF A GENERAL MANDATE TO THE BOARD TO ISSUE DEBT FINANCING INSTRUMENTS

To optimize the debt structure, broaden the financing channel and satisfy needs for capital, the Company proposes the issuance of debt financing instruments with a total aggregate amount not exceeding RMB35 billion, and the proceeds of which will be used for purposes including the replenishment of working capital, domestic and overseas project investments, and repayment of interest-bearing debts. Meanwhile, regulatory requirements for the use of proceeds of such types of debt financing instruments are required to be complied with. Pursuant to relevant requirements of the Articles of Association, the Board proposes to submit to the Shareholders to consider and approve the application and issuance of the domestic and overseas debt financing instruments of the Company by way of a special resolution at the EGM and to authorize the grant of a general mandate to the Board and/or its authorized person(s).

  1. Major terms of the issuance of debt financing instruments
    Major terms of the issuance of debt financing instruments are as follows:
    1. the Company will act as the issuing entity for the issuance of the domestic debt financing instruments; the Company or its subsidiaries outside the People's Republic of China will act as the issuing entity for the issuance of the overseas debt financing instruments;
    2. except for bonds in issue of the Company, the size of issuance of the domestic and overseas debt financing instruments during the authorization period will not exceed RMB35 billion in aggregate (in the case of an instrument denominated in a foreign currency, based on the median price of the exchange rate announced by the People's Bank of China on the date of each issuance), and shall be in compliance with the requirements prescribed in the relevant laws and regulations on the maximum amount of the domestic and overseas debt financing instruments proposed to be applied and issued; such debt financing instruments will be issued on an one-off or in tranches through public or non-public issuance. The size of issuance of debt financing instruments will be determined according to the then market conditions and the capital requirements of the Company;

- 10 -

LETTER FROM THE BOARD

  1. the category of the debt financing instruments proposed to be applied and issued includes but is not limited to corporate bonds, company bonds, ultra- short-term debentures, short-term debentures, interim notes, private debt financing instruments and other domestic or overseas debt financing instruments denominated in Renminbi or foreign currencies approved to be issued by other regulatory authorities. The specific category to be issued shall be determined in accordance with the relevant regulations and the prevailing market conditions at the time of the issuance;
  2. the issue price and interest rate of the domestic and overseas debt financing instruments shall be determined in accordance with the then market conditions at the time of the issuance and in compliance with relevant laws and regulations;
  3. the targets of the issuance of domestic and overseas debt financing instruments are domestic and overseas investors who satisfy the subscription conditions. In the case of issuance of the Company's bonds, these bonds may be placed to Shareholders of the Company. The specific arrangements for placement (such as whether the placement will be made, the placement proportion, etc.) will be determined in accordance with the then market conditions at the time of the issuance and in compliance with the requirements of relevant laws and regulations;
  4. the term of domestic and overseas debt financing instruments shall not exceed 15 years in maximum (except for perpetual bonds) and it can take the form of single term or a combination of multiple categories with different terms. The specific composition of such terms and the issue size of each category with a specific term will be subject to the relevant requirements and the market conditions, and the issue size of each category of debenture shall not exceed the limit applicable to the issuance of such category of debenture by the Company in accordance with the relevant requirements of the State;
  5. the expected proceeds from the issuance of domestic and overseas debt financing instruments shall be used for purposes including, replenishment of working capital and operating funds, domestic and overseas project investments and repayment of interest-bearing debts, and shall, at the same time, satisfy the regulatory requirements of the use of proceeds from such category of debt financing instruments; the specific use will be determined in accordance with the then actual need of capital of the Company.

- 11 -

LETTER FROM THE BOARD

  1. General mandate for the application and issuance of domestic and overseas debt financing instruments
    According to Article 83 of the Articles of Association, the issuance of corporate debentures of the Company shall be passed at the general meeting by way of a special resolution. Bond, as a normalized debt tool, is highly sensitive to the tightness of funds in capital markets and interest rate fluctuations, which requires efficient decision making mechanism to grasp market opportunities and achieve greater benefits. In order to further improve the decision-making efficiency and capture market opportunities in a timely and accurate basis, as well as to effectively coordinate the specific matters in the process of the issuing of debt financing instruments, the Board will propose a special resolution at the EGM to grant a general mandate to the Board to authorize the Company's Chairman of the Board and/or chief executive officer and/or executive director and other relevant persons to, pursuant to the requirements of the relevant laws and regulations and the opinions and recommendations of the regulatory authorities, under the framework and principle as considered and approved at the EGM and based on the principle of maximizing the Company's benefits, issue and deal with all matters in relation to the debt financing instruments, including but not limited to:
    1. pursuant to the applicable laws, regulations and relevant requirements of regulatory authorities and the resolutions of general meetings and Board meetings, in accordance with the need of the Company's operating direction, investment plans and capital expenditure and the market conditions, within the limit of RMB35 billion, to determine all relevant matters in relation to every issuance of debt financing instruments, including but not limited to the category of each issuance of debt financing instruments (including but not limited to corporate bonds, company bonds, ultra-short-term debentures, short-term debentures, interim notes, private debt financing instruments and other domestic or overseas debt financing instruments in Renminbi or foreign currencies approved to be issued by other regulatory authorities), issuing entity, timing of the issuance, place of the issuance, amount of the issuance, conditions of the issuance, target of the issuance, interest rate, term, whether to issue for one time, multiple times or in tranches and multiple categories, the arrangements of the size and term of the issuance for each time, each tranche and each category, the ways in which the nominal value and interest rate are determined, currency (including offshore RMB), pricing methods, issuance arrangements, credit upgrade arrangements, including letter of guarantee and letter of support, rating arrangements, guarantee arrangements, terms of repaying the principal and paying the interests, specific subscription measures, whether to incorporate terms of repurchase or redemption, specific placement arrangements, use of proceeds, registration, debt financing instruments trading matters and places of trading, measures to mitigate repayment risks, measures to endure debt repayment (if applicable) and all matters relating to the issuance of debt financing instruments;

- 12 -

LETTER FROM THE BOARD

  1. authorize the Board and/or its authorized person(s), based on the actual needs of the issuance of the debt financing instruments, to engage agents, including but not limited to lead underwriter, rating agency and law firm; to negotiate, sign and amend all relevant contracts and agreements; to sign all necessary legal documents relating to each issuance; and to follow all necessary procedures, such as application, registration and filing in respect of each debt financing instruments issuance with the relevant regulatory authorities on behalf of the Company, as well as to make disclosure of relevant information pursuant to relevant laws and regulations and the listing rules of the place where the Company's securities are listed (if applicable);
  2. except for matters required to be re-approved by the Shareholders at the general meetings pursuant to the relevant laws, regulations and the Articles of Association, to make relevant adjustments for matters in relation to the application and issuance of domestic and overseas debt financing instruments according to the opinions of the regulatory authorities and changes in policies or market conditions, or to determine whether to continue with all or part of the work to be performed in respect of the application and issuance of domestic and overseas debt financing instruments in accordance with the actual situations; and
  3. authorize the Board and/or its authorized person(s) to deal with any other matters in relation to the issuance of debt financing instruments.

The period of validity of the general mandate in relation to the issuance of debt financing instruments shall commence from the date on which the resolution of the application and issuance of debt financing instruments is approved by the Shareholders at the EGM until the end of the date on which the annual general meeting will be held in 2023.

  1. THE EGM
    The Company will convene the EGM at 2:30 p.m. on Thursday, February 13, 2020 at B-17, Raycom Info Tech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the People's Republic of China, to consider and, if thought fit, pass the relevant resolutions set out in the Notice of the Meeting. Details of the matters to be considered at the Meeting are set out in the Notice of EGM, which are set out on pages 39 to 41 of this circular. To the best knowledge and belief of the Directors, no Shareholder is required to abstain from voting for the resolutions to be proposed at the EGM. The form of proxy and reply slip of the EGM have been dispatched to the Shareholders on Friday, December 27, 2019.
    In order to determine the Shareholders entitled to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, January 14, 2020 to Thursday, February 13, 2020 (both days inclusive), during which time no transfer of the Shares of the Company will be registered. Accordingly, unregistered H Shareholders shall lodge relevant share transfer documents with the H Share registrar, Link Market Services, not later than 4:30 p.m. on Monday, January 13, 2020.

- 13 -

LETTER FROM THE BOARD

If you intend to attend in person or by proxy at the EGM, you are requested to complete the accompanying reply slip and deposit the same to, for shareholders of H Shares, the H Share registrar or, for shareholders of Domestic Shares, the Company on or before Friday, January 24, 2020. If the voting Shares represented by the Shareholders who intend to attend the EGM reaches more than one half of the Company's total voting Shares, the Company may hold the EGM. If not, the Company shall notify the Shareholders again by notice or other methods as regulated by the Articles of Association of the matters to be considered, the date and place of the meeting within five days, the Company then may hold the EGM.

If you intend to appoint a proxy to attend the EGM, you are requested to complete and return the accompanying form of proxy pursuant to the instructions printed thereon. The form of proxy shall be signed by the appointor or his/her attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its director(s) or attorney duly authorised. If one or more proxies are appointed, please specify the number of Shares and its class each proxy represents. For shareholders of H Shares, the form of proxy should be returned to H Share registrar, Link Market Services not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof. For shareholders of Domestic Shares, the form of proxy should be returned to the Company by hand or by post not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or at any other adjourned Meeting should you so wish.

According to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at a general meeting must be taken by poll. Therefore, the chairman of the meeting will demand a poll for the resolution(s) proposed at the meeting pursuant to Article 78 of the Articles of Association.

On a poll, every Shareholder present in person or by proxy (or being corporation, is present by a duly authorised representative) shall have one vote for each ordinary share registered in his/ her name in the register of members of Domestic Shares and H Shares. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same manner.

The Company will announce the results of the poll in accordance with the Listing Rules of Hong Kong after the conclusion of the EGM.

- 14 -

LETTER FROM THE BOARD

(VI) RECOMMENDATION

The Directors are of the view that the ordinary resolutions and the special resolutions set out in the Notice of EGM are in the interests of the Company and its Shareholders as a whole. As such, the Directors recommend the Shareholders to vote for all the resolutions to be proposed at the Meeting.

Yours faithfully

By order of the Board

Legend Holdings Corporation

NING Min

Executive Director and Joint Company Secretary

- 15 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

The terms used in this appendix have the same meanings as those defined in the Articles of Association of the Company approved and adopted by the Shareholders on December 27, 2018, unless the context requires otherwise.

A summary of the Proposed Amendments to the Articles of Association is set out as follows:

Comparative Table of the Amendments to the Articles of Association of Legend Holdings

No.

Articles Before Amendments

Articles After Amendments

1.

Article 9 "Senior management officers"

Article 9 "Senior management officers" referred

referred to in the Articles of Association

to in the Articles of Association include the chief

include the president, executive vice president,

executive officer, executive vice president,

senior vice president, chief financial officer

senior vice president, person in charge of

and secretary to the Board of Directors of the

finance, secretary to the Board of Directors and

Company.

other senior management officers designated

by the Board of Directorsof the Company.

2.

Article 27 The Company may, in accordance

Article 27 The Company may, in accordance

with the provisions set out in the laws,

with the provisions set out in the laws,

administrative regulations, HKEx Listing

administrative regulations, HKEx Listing

Rules, departmental rules and the Articles

Rules, departmental rules and the Articles

of Association and subject to the approval

of Association and subject to the approval

of the relevant governing authorities of

of the relevant governing authorities of

the PRC, repurchase its shares under the

the PRC, repurchase its shares under the

following circumstances:

following circumstances:

(1) cancellation of its shares for the purpose

(1) cancellation of its shares for the purpose

of reducing its registered capital;

of reducing its registered capital;

(2) merging with another company which

(2) merging with another company which

holds the shares of the Company;

holds the shares of the Company;

(3) granting shares as incentive compensation

(3) where the Company acquires its own

to the staff of the Company;

shares for employee stock ownership

plans or equity incentives;

(4) acquiring the shares upon request by

(4) acquiring the shares upon request by

shareholders who vote against any

shareholders who vote against any

resolution adopted at the shareholders'

resolution adopted at the shareholders'

general meeting on the merger or

general meeting on the merger or

demerger of the Company;

demerger of the Company;

- 16 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

(5) any other circumstances permitted by

(5) where the Company acquires its

the laws and administrative regulations

own shares to convert the corporate

and approved by the governing authorities.

bonds issued thereby that are

convertible to shares;

(6) where the Company and needs to

acquire its own shares to maintain

its value and the rights and interests

of shareholders;

(7) any other circumstances permitted

by the laws and administrative

regulations and approved by the

governing authorities.

3.

Article 28 The Company may, upon

Article 28 Where the Company obtains

the approval of the relevant governing

approval of the relevant governing

authorities of the PRC, repurchase its shares

authorities of the PRC to repurchase its

in one of the following ways:

shares by reason of those circumstances

mentioned in subparagraph (1), (2) or (4)

of Article 27 of the Articles of Association,

it may do so in one of the following ways:

(1) making a pro rata general offer of

(1) making a pro rata general offer of

repurchase to all its shareholders;

repurchase to all its shareholders;

(2) repurchasing shares through public

(2) repurchasing shares through public

trading on a stock exchange;

trading on a stock exchange;

(3) repurchasing by an off-market agreement

(3) repurchasing by an off-market agreement

outside a stock exchange;

outside a stock exchange;

(4) any other circumstances permitted by the

(4) any other circumstances permitted by the

laws and administrative regulations and

laws and administrative regulations and

approved by the governing authorities.

approved by the governing authorities.

Where the Company repurchases its

shares by reason of those circumstances

mentioned in subparagraph (3), (5) or (6)

of Article 27 of the Articles of Association,

it shall do so through open and centralized

transactions.

- 17 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No. Articles Before Amendments

Articles After Amendments

4. Article 29 The Company must obtain Article 29 The Company must obtain the prior approval of the shareholders' the prior approval of the shareholders'

general meeting, in the manner stipulated

general meeting, in the manner stipulated

in the Articles of Association, before it can

in the Articles of Association, before

repurchase shares by reason of those

it can repurchase shares by reason

mentioned in subparagraphs (1) to (3) of

of those circumstances mentioned in

Article 27 of the Articles of Association,

subparagraphs (1) or (2) of Article 27 of

or repurchase shares by means of an

the Articles of Association. A resolution

off-market agreement outside a stock

shall be passed at a meeting of the Board

exchange.The Company may, by obtaining

of Directors attended by more than

the prior approval of the shareholders'

two thirds of the Directors, before the

general meeting in the same manner,

Company can repurchase shares by

release or vary, or waive its rights under, an

reason of those circumstances mentioned

agreement which has been so entered into.

in subparagraph (3), (5) or (6) of Article

27 of the Articles of Association.

The Company must obtain the prior

approval of the shareholders' general

meeting, in the manner stipulated in

the Articles of Association, before it

can repurchase shares by means of an

off-market agreement outside a stock

exchange.The Company may, by obtaining

the prior approval of the shareholders'

general meeting in the same manner,

release or vary, or waive its rights under, an

agreement which has been so entered into.

An agreement for the repurchase of shares

An agreement for the repurchase of shares

referred to in the preceding paragraph

referred to in the preceding paragraph

includes (without limitation) an agreement

includes (without limitation) an agreement

to become liable to repurchase shares or an

to become liable to repurchase shares or an

agreement to have the right to repurchase

agreement to have the right to repurchase

shares.

shares.

The Company shall not assign a contract

The Company shall not assign a contract

for the repurchase of its shares or any right

for the repurchase of its shares or any right

contained in such agreement.

contained in such agreement.

If there are provisions to the contrary regarding

matters related to the aforementioned share

repurchases in laws, administrative regulations,

departmental rules, the Articles of Association

and the rules of the HK Stock Exchange, such

provisions shall prevail.

- 18 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

5.

Article 31 Shares lawfully repurchased by

Article 31 Shares lawfully repurchased by

the Company under subparagraph (1) of

the Company under subparagraph (1) of

Article 27 herein shall be cancelled within

Article 27 herein shall be cancelled within

ten days from the date of repurchase;

ten days from the date of repurchase;

for those shares repurchased under

for those shares repurchased under

subparagraphs (2) and (4) of Article 27

subparagraphs (2) and (4) of Article 27

herein shall be transferred or cancelled

herein shall be transferred or cancelled

within 6 months thereafter; and the shares

within 6 months thereafter; and the shares

acquired by the Company in accordance

acquired by the Company in accordance

with subparagraph (3) of Article 27 herein

with subparagraph (3), (5) or (6) of Article

shall not exceed 5% of the total issued

27 herein shall not exceed 10% of the

share capital of the Company, and the

total issued share capital of the Company,

shares repurchased shall be transferred to

and the shares repurchased shall be

the employees within one year.

transferred or cancelled within three

years.

After cancelling the repurchased shares

After cancelling the repurchased shares

lawfully, the Company shall apply to the

lawfully, the Company shall apply to the

original companies registration authority for

original companies registration authority for

registration of the change of its registered

registration of the change of its registered

capital and issue a relevant announcement

capital and issue a relevant announcement

accordingly.

accordingly.

The aggregate par value of the cancelled

The aggregate par value of the cancelled

shares shall be deducted from the Company's

shares shall be deducted from the Company's

registered capital.

registered capital.

6.

Article 48 No share transfer or exchange

Article 48 Where relevant laws and

may be entered in the register of

regulations and the HKEx Listing Rules

shareholders within 30 days prior to the

stipulate on the period of closure of

date of a shareholders' general meeting

the register of shareholders prior to a

or within 5 days before the record date

shareholders' general meeting or the

set by the Company for the purpose of

reference date set by the Company for the

distribution of dividends.

purpose of distribution of dividends, such

provisions shall prevail.

- 19 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

7.

Article 55 ……

Article 55 ……

(5) the right to obtain relevant information

(5) the right to obtain relevant information

in accordance with the provisions of

in accordance with the provisions of

the Articles of Association, including:

the Articles of Association, including:

1.

a copy of theArticles ofAssociation

1.

a copy of theArticles ofAssociation

upon payment of a reasonable

upon payment of a reasonable

charge;

charge;

2.

the right to inspect and copy,

2.

the right to inspect and copy,

subject to payment of a reasonable

subject to payment of a reasonable

charge:

charge:

(1) a copy of register of all

(1) a copy of register of all

classes of shareholders;

classes of shareholders;

(2) personal particulars of

(2) personal particulars of

directors, supervisors, the

directors, supervisors and

president and other senior

senior management officers

management officersof

of the Company;

the Company;

……

……

- 20 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

8.

Article 60 The shareholders' general meeting

Article 60 The shareholders' general meeting

shall have the following functions and

shall have the following functions and

powers:

powers:

(1)

to decide the Company's operational

(1)

to decide the Company's operational

guidelines and investment schemes;

guidelines and investment schemes;

(2)

to elect and remove directors and

(2)

to elect and remove directors and

supervisors not being staff representatives

supervisors not being staff representatives

and to determine matters relating to the

and to determine matters relating to the

remuneration of the directors and the

remuneration of the directors and the

supervisors;

supervisors;

(3)

to consider and approve the reports of

(3)

to consider and approve the reports of

the Board of Directors;

the Board of Directors;

(4)

to consider and approve the reports of

(4)

to consider and approve the reports of

the Board of Supervisors;

the Board of Supervisors;

(5)

to consider and approve the Company's

(5)

to consider and approve the Company's

annual financial budgets and final

annual financial budgets and final

accounts;

accounts;

(6)

to consider and approve the Company's

(6)

to consider and approve the Company's

profit distribution plan and plan for

profit distribution plan and plan for

recovery of losses;

recovery of losses;

(7)

to resolve on increase or reduction in

(7)

to resolve on increase or reduction in

the Company's registered capital;

the Company's registered capital;

(8)

to resolve on the issue of debentures,

(8)

to resolve on the issue of debentures,

any kind of shares, warrants or other

any kind of shares, warrants or other

similar securities by the Company;

similar securities by the Company;

(9)

to resolve on the merger, demerger,

(9)

to resolve on the merger, demerger,

dissolution, liquidation or change of

dissolution, liquidation or change of

form of business of the Company;

form of business of the Company;

(10)

to amend the Articles of Association;

(10)

to amend the Articles of Association;

(11)

to consider and approve the motions put

(11)

to consider and approve the motions put

forward by shareholders individually

forward by shareholders individually

or jointly holding 3% or more of the

or jointly holding 3% or more of the

Company's shares with voting rights;

Company's shares with voting rights;

- 21 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

(12)

to decide the engagement, re-appointment

(12)

to decide the engagement, re-appointment

or dismissal of the accounting firms;

or dismissal of the accounting firms;

(13)

to consider and approve the external

(13)

to consider and approve the external

guarantees subject to the approval of

guarantees subject to the approval of

the shareholders' general meeting;

the shareholders' general meeting;

(14)

to consider and approve the purchase or

(14)

to consider and approve the purchase or

disposal of material assets or provision

disposal of material assets or provision

of guarantee by the Company within a

of guarantee by the Company within a

year of a value exceeding 30% of the

year of a value exceeding 30% of the

Company's latest audited total assets;

Company's latest audited total assets;

(15)

to consider and approve the share

(15)

to consider and approve the share

incentive plan;

incentive plan;

(16)

to resolve on any other matters to be

(16)

to resolve on the repurchase of the

resolved thereby as required by laws,

Company's shares by reason of

administrative regulations and the

those circumstances stipulated in

Articles of Association;

subparagraphs (1) and (2) of Article

27 of the Articles of Association;

(17)

to consider other matters as required

(17)

to resolve on any other matters to be

by the listing rules of the stock

resolved thereby as required by laws,

exchange of the locality on which the

administrative regulations and the

Company's shares are listed.

Articles of Association;

……

(18)

to consider other matters as required

by the listing rules of the stock

exchange of the locality on which the

Company's shares are listed.

……

- 22 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

9.

Article 61 ……

Article 61 ……

If a director, the president or any other

If a director or senior management

senior management officerviolates a

officerviolates a provision on the approval

provision on the approval authority or

authority or consideration procedure for the

consideration procedure for the provision

provision of external guarantees as specified

of external guarantees as specified in laws,

in laws, administrative regulations or the

administrative regulations or the Articles of

Articles of Association, thereby causing

Association, thereby causing the Company

the Company to sustain a loss, he shall be

to sustain a loss, he shall be liable for

liable for damages and the Company may

damages and the Company may institute a

institute a legal action against him or her in

legal action against him or her in accordance

accordance with the law.

with the law.

10.

Article 62 The Company shall not, without

Article 62 The Company shall not, without

the prior approval of the shareholders'

the prior approval of the shareholders'

general meeting, enter into any contract

general meeting, enter into any contract

with any party (other than the directors,

with any party (other than the directors,

supervisors, president and other senior

supervisors and senior management

management officers) pursuant to which

officers) pursuant to which such party shall

such party shall be in charge of management

be in charge of management of the whole

of the whole or any substantial part of the

or any substantial part of the Company's

Company's business.

business.

11.

Article 66 To convene a shareholders'

Article 66 To convene an annual general

general meeting, the Company shall give

meeting, the Company shall give notices

written notices 45 days before the date of

20 days before the date of meeting,

meeting (including the date of meeting),

informing each shareholder of the matters

informing all registered shareholders of

proposed to be considered at the meeting

the matters proposed to be considered at

and the date and place of the meeting.

the meeting and the date and place of the

To convene an extraordinary general

meeting. Shareholders who will attend the

meeting, the Company shall notify each

meeting shall return the written replies

shareholder 15 days before the date of

of attendance to the Company 20 days

meeting.

before the date of the meeting.

- 23 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

Unless otherwise provided in the Articles of

Unless otherwise provided in the Articles of

Association, the notice of the shareholders'

Association, the notice of the shareholders'

general meeting shall be delivered by personal

general meeting shall be delivered by personal

delivery or prepaid mail to the shareholders

delivery or prepaid mail to the shareholders

(whether or not such shareholders have a

(whether or not such shareholders have a

voting right at the shareholders' general

voting right at the shareholders' general

meeting). The address of the recipient shall

meeting). The address of the recipient shall

be the address registered in the register of

be the address registered in the register of

shareholders. For the holders of domestic

shareholders. For the holders of domestic

shares, notice of the meeting may be issued

shares, notice of the meeting may be issued

by way of public announcement.

by way of public announcement.

The public announcement referred to

The public announcement referred to

in the preceding paragraph shall be

in the preceding paragraph shall be

published in one or more newspapers

published in one or more newspapers

designated by the securities governing

designated by the securities governing

authority of the State Council during

authority of the State Council. Upon

45 days to 50 days prior to the date of

the publication of the announcement,

the meeting. Upon the publication of the

all holders of domestic shares shall be

announcement, all holders of domestic

deemed to have received the notice of the

shares shall be deemed to have received

relevant shareholders' general meeting.

the notice of the relevant shareholders'

general meeting.

The notice of a shareholders' general

The notice of a shareholders' general

meeting served on the holders of overseas-

meeting served on the holders of overseas-

listed shares may be published through the

listed shares may be published through the

websites of the HK Stock Exchange and

websites of the HK Stock Exchange and

the Company. Upon the publication of the

the Company. Upon the publication of the

announcement, all holders of overseas-

announcement, all holders of overseas-

listed foreign shares shall be deemed to

listed foreign shares shall be deemed to

have received the notice of the relevant

have received the notice of the relevant

shareholders' general meeting.

shareholders' general meeting.

- 24 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

12.

Article 67 The Company shall, based

Article 67 Matters not set out in the notice

on the written replies received 20 days

referred to in Article 65 and Article 66

before the date of the shareholders'

of the Articles of Association shall not

general meeting, calculate the number

be resolved at a shareholders' general

of shares with voting right represented

meeting.

by the shareholders who intend to attend

the meeting. If the number of shares

with voting rights represented by the

shareholders who intend to attend the

meeting reaches one half or more of

the Company's total shares with voting

rights, the Company may hold the

shareholders' general meeting. Otherwise,

the Company shall within 5 days notify

the shareholders, again by way of a

public announcement, of the matters to

be considered at, and the date and place

of, the meeting. Once an announcement

has been so made, the Company may

then proceed to convene the general the

meeting.

An extraordinary general meeting shall

not transact matters not stated in the

notice of meeting.

13.

Article 68 Notice of a shareholders' general

Article 68 Notice of a shareholders' general

meeting shall:

meeting shall:

……

……

(5) disclose the nature and extent of the

(5) disclose the nature and extent of

material conflict of interest, if any, of any

the material conflict of interest, if any,

director, supervisor, president and other

of any director, supervisor and senior

senior management officerin the matters

management officerin the matters to be

to be considered; and provide an explanation

considered; and provide an explanation of

of the differences, if any, between the way

the differences, if any, between the way in

in which the matter to be considered would

which the matter to be considered would

affect such director, supervisor, president

affect such director, supervisor or senior

or other senior management officerin his/

management officerin his/her capacity

her capacity as shareholders and the way

as shareholders and the way in which such

in which such matter would affect other

matter would affect other shareholders of the

shareholders of the same class;

same class;

……

……

- 25 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

14.

Article 84 All directors, supervisors, the

Article 84 All directors, supervisors and

president and other senior management

senior management officersshall attend the

officersshall attend the shareholders'

shareholders' general meeting as non-voting

general meeting as non-voting participants if

participants if being requested. The directors,

being requested. The directors, supervisors,

supervisors and senior management

president and other senior management

officerswho attend the meeting or attend

officerswho attend the meeting or attend

the meeting as non-voting participants shall

the meeting as non-voting participants shall

make replies or explanation in respect of

make replies or explanation in respect of

inquiries of shareholders at the shareholders'

inquiries of shareholders at the shareholders'

general meeting, except for those matters in

general meeting, except for those matters in

relation to business secrets of the Company

relation to business secrets of the Company

which cannot be made public.

which cannot be made public.

15.

Article 95 In the event that the Company

Article 95 In the event that the Company

convenes a class meeting, a written

convenes a class meeting, the notification

notice shall be issued to shareholders

period for all shareholders for issuing a

whose names appear on the register of

written notice shall be the same as that

shareholders of such class 45 days prior

for issuing a written notice of a meeting

to the date of the class meeting, specifying

to be convened together with the class

the matters proposed to be considered

meeting. The written notice shall inform

and the date and place of the meeting.

shareholders of the class whose names

The shareholders who intend to attend

appear on the register of shareholders of

the meeting shall serve the written reply

the matters proposed to be considered

confirming his attendance at the class

and the date and place of the meeting.

meeting to the Company 20 days prior to

When calculating the time limit, the date of

the date of the meeting. When calculating

meeting shall not be included.

the time limit, the date of meeting shall not

be included.

- 26 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

Where the number of shares carrying

rights to vote at the meeting held by the

shareholders intending to attend the

meeting reaches half or more of the total

number of shares of such class carrying

rights to vote at the meeting, the Company

may hold the class meeting based thereon.

If it does not reach that percentage, the

Company shall within 5 days notify the

shareholders again, by way of public

announcement, of the matters to be

considered at, and the date and place for,

the meeting. Once an announcement has

been so made, the Company may convene

the class meeting.

If the listing rules of the stock exchange(s)

on which the Company's shares are listed

have specific provisions, such provisions

shall be complied with.

16.

Article 105

Article 105

……

……

The president or other senior management

A senior management officermay concurrently

officersmay concurrently serve as a director,

serve as a director, provided that the aggregate

provided that the aggregate number of the

number of the directors who concurrently

directors who concurrently serve as president

serve as senior management officersshall

or other senior management officersshall

not exceed one half of the total number of

not exceed one half of the total number of

directors of the Company.

directors of the Company.

……

……

- 27 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

17.

Article 106 The Board of Directors shall

Article 106 The Board of Directors shall

exercise the following functions and powers:

exercise the following functions and powers:

(1)

to convene the shareholders' general

(1)

to convene the shareholders' general

meeting, to propose at the shareholders'

meeting, to propose at the shareholders'

general meeting to pass the relevant

general meeting to pass the relevant

matters and report its work to the

matters and report its work to the

shareholders' general meeting;

shareholders' general meeting;

(2)

to implement the resolutions of the

(2)

to implement the resolutions of the

shareholders' general meetings;

shareholders' general meetings;

(3)

to decide on the Company's business

(3)

to decide on the Company's mid-

plans and investment plans;

to-long-term business development

strategies;

(4)

to formulate the Company's annual

(4)

to decide on the Company's business

financial budgets and final accounts;

plans and investment plans;

(5)

to formulate the Company's profit

(5)

to formulate the Company's annual

distribution plan and plan for recovery

financial budgets and final accounts;

of losses;

(6)

to formulate proposals for increases or

(6)

to formulate the Company's profit

reductions of the Company's registered

distribution plan and plan for recovery

capital and proposals for the issue of

of losses;

corporate debentures or other securities

and listing;

(7)

to formulate proposals for material asset

(7)

to formulate proposals for increases or

acquisition or disposal, repurchase of

reductions of the Company's registered

the Company'sshares, and merger,

capital and proposals for the issue of

demerger, dissolution or change of

corporate debentures or other securities

corporate form of the Company;

and listing;

(8)

to decide on the establishment of the

(8)

to formulate proposals for material asset

Company's internal management structure;

acquisition or disposal, and merger,

demerger, dissolution or change of

corporate form of the Company;

- 28 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

(9)

to appoint or dismiss the Company's

(9)

to formulate proposals for the

president; and to appoint or dismiss

repurchase of the Company's shares

other senior management officers,

by reason of those circumstances

such as the executive vice president,

stipulated in subparagraphs (1) and

the senior vice president and the chief

(2) of Article 27 of the Articles of

financial officerof the Company

Association;

pursuant to the nominations of the

president;

(10)

to decide on the matters relating to the

(10)

to resolve on the repurchase of

remuneration of the aforesaid senior

the Company's shares by reason

management officers;

of those circumstances stipulated

in subparagraph (3), (5) or (6)

of Article 27 of the Articles of

Association;

(11)

to formulate the Company's basic

(11)

to decide on the establishment of the

management system;

Company's internal management

structure;

(12)

to formulate proposals for amendment

(12)

to appoint or dismiss the Company's

to the Articles of Association;

chief executive officer; and to appoint

or dismiss other senior management

officers, such as the executive vice

president, the senior vice president

and the person in charge of finance

of the Company pursuant to the

nominations of the chief executive

officer; to appoint or dismiss core

management officers as the Board

of Directors sees fit;

(13)

to decide on matters such as investments,

(13)

to decide on the matters relating to the

acquisition and disposal of assets,

remuneration of the aforesaid senior

financing and connected transactions,

management officers;

etc. which require decisions to be

made by the Board of Directors in

accordance with the requirements of

the HKEx Listing Rules;

- 29 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

(14) to manage matters in relation to the

(14) to formulate the Company's basic

disclosure of information on the

management system;

Company in accordance with the laws,

regulations, the HKEx Listing Rules

and the internal rules of the Company;

(15) to decide on other major affairs of

(15) to formulate proposals for amendment

the Company, save for matters to

to the Articles of Association;

be resolved at shareholders' general

meetings as required by the Company

Law and the Articles of Association;

(16) to exercise other functions and powers

(16) to decide on matters such as investments,

conferred by the laws and regulations,

acquisition and disposal of assets, financing

the HKEx Listing Rules, the Articles

and connected transactions, etc. which

of Association or the shareholders'

require decisions to be made by the

general meetings;

Board of Directors in accordance with the

requirements of the HKEx Listing Rules;

(17) to manage matters in relation to the

disclosure of information on the

Company in accordance with the laws,

regulations, the HKEx Listing Rules

and the internal rules of the Company;

(18) to decide on other major affairs of

the Company, save for matters to

be resolved at shareholders' general

meetings as required by the Company

Law and the Articles of Association;

(19) to the extent permitted by relevant

laws and regulations and the Listing

Rules of the HKEx, to authorize the

chairman of the Board of Directors

to consider and decide on key

matters relating to the operation

and management of the Company;

- 30 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

(20)

to exercise other functions and powers

conferred by the laws and regulations,

the HKEx Listing Rules, the Articles

of Association or the shareholders'

general meetings;

Except for the matters specified in subparagraphs

Except for the matters specified in subparagraphs

(6), (7) and (12)which shall be passed

(7), (8) and (15)which shall be passed

by two-thirds or more of the directors, the

by two-thirds or more of the directors, the

board's resolutions in respect of any other

board's resolutions in respect of any other

aforesaid matters may be passed by half or

aforesaid matters may be passed by half or

more of all directors.

more of all directors.

Resolutions in respect of connected transactions

Resolutions in respect of connected transactions

made by the Board of Directors shall not come

made by the Board of Directors shall not come

into force unless it is signed by independent

into force unless it is signed by independent

directors.

directors.

18.

Article 108 The chairman of the Board

Article 108 The chairman of the Board

of Directors is entitled to the following

of Directors is entitled to the following

functions and powers:

functions and powers:

(1) to preside over general meetings and

(1)

to preside over general meetings and

to convene and preside over the board

to convene and preside over the board

meetings;

meetings;

(2) to supervise and check on the

(2)

to supervise and check on the

implementation of resolutions passed

implementation of resolutions passed

at the meeting of the Board of Directors;

at the meeting of the Board of Directors;

(3) to sign share certificates, bonds and

(3)

to sign share certificates, bonds and

other marketable securities of the

other marketable securities of the

Company;

Company;

(4) to sign important documents of

(4)

to sign important documents of

the Board of Directors and other

the Board of Directors and other

documents that shall be signed by the

documents that shall be signed by the

legal representative of the Company

legal representative of the Company

and to exercise the authorities of legal

and to exercise the authorities of legal

representatives;

representatives;

- 31 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

(5) to exercise special disposal powers

(5)

to exercise special disposal powers

which are in compliance with legal

which are in compliance with legal

requirements and are in the interests

requirements and are in the interests

of the Company on matters of the

of the Company on matters of the

Company and provide post-event

Company and provide post-event

reports to the Board of Directors

reports to the Board of Directors

after such event occurs, in the event

after such event occurs, in the event

of force majeure or an emergency in

of force majeure or an emergency in

which it is impossible to convene a

which it is impossible to convene a

board meeting;

board meeting;

(6) to define the systems necessary for the

(6)

to define the systems necessary for the

operation of the Board of Directors,

operation of the Board of Directors,

and coordinate its operation;

and coordinate its operation;

(7) to hear regular and non-regular

(7)

to hear regular and non-regular

performance reports from the Company's

performance reports from the Company's

senior management officers, and to

senior management officers, and to

provide the Board of Directors with

provide the Board of Directors with

steering comments on the implementation

steering comments on the implementation

of board resolutions;

of board resolutions;

(8) to nominate a candidate for the

(8)

to nominate a candidate for the chief

presidentand the secretary to the

executive officerand the secretary

Board of Directors of the Company;

to the Board of Directors of the

Company;

(9) to exercise any other functions and

(9)

to consider and decide on key

powers conferred by laws, regulations,

matters relating to the operation

the Articles of Association or the

and management of the Company,

Board of Directors.

according to the authorization of

the Board of Directors;

(10)

to exercise any other functions and

powers conferred by laws, regulations,

the Articles of Association or the

Board of Directors.

- 32 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

In the event that the chairman of the Board

In the event that the chairman of the Board

of Directors is unable to exercise his powers,

of Directors is unable to exercise his powers,

a director jointly elected by half or more of

a director jointly elected by half or more of

all directors may perform his duties.

all directors may perform his duties.

The Board of Directors may, if necessary,

The Board of Directors may, if necessary,

authorize the chairman of the Board of

authorize the chairman of the Board of

Directors to exercise part of the powers of

Directors to exercise part of the powers of

the Board of Directors when it is in recess.

the Board of Directors when it is in recess.

19.

Article 109 The Board of Directors shall

Article 109 The Board of Directors shall

meet regularly and the meetings of the Board

meet regularly and the meetings of the Board

of Directors shall be held at least four times

of Directors shall be held at least four times

every year, and convened by the chairman

every year, and convened by the chairman

of the Board of Directors. A fourteen days'

of the Board of Directors. A fourteen days'

prior written notice for convening the

prior written notice for convening the

meeting shall be given to all directors.

meeting shall be given to all directors.

Under the following circumstances, an

Under the following circumstances, an

extraordinary meeting of the Board of

extraordinary meeting of the Board of

Directors shall be held by the chairman

Directors shall be held by the chairman

within five days upon receipt of proposal:

within five days upon receipt of proposal:

(1) when proposed by the shareholders

(1) when proposed by the shareholders

representing one tenth or more of

representing one tenth or more of

voting rights;

voting rights;

(2) when proposed jointly by one-thirds

(2) when proposed jointly by one-thirds

or more of the directors;

or more of the directors;

(3) when proposed by the chairman of the

(3) when proposed by the chairman of the

Board of Directors;

Board of Directors;

(4) when proposed by two or more independent

(4) when proposed by two or more independent

directors;

directors;

(5) when proposed by the Board of Supervisors;

(5) when proposed by the Board of Supervisors;

(6) when proposed by the president.

(6) when proposed by the chief executive

officer.

- 33 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

20.

Article 110 Notice shall be given to all directors,

Article 110 Notice shall be given to all directors,

supervisors and the presidentfourteen days

supervisors and the chief executive officer

prior to the regular board meetings, and a

fourteen days prior to the regular board

reasonable period prior to extraordinary

meetings, and a reasonable period prior

board meetings. The responsible body of

to extraordinary board meetings. The

the Company shall serve a written notice

responsible body of the Company shall

convening the board meeting to each

serve a written notice convening the board

director, supervisor and the presidentby

meeting to each director, supervisor and the

hand, fax, express mail service or other

chief executive officerby hand, fax, express

means of electronic communication.

mail service or other means of electronic

Notices that are not served by hand shall be

communication. Notices that are not served

confirmed by telephone and record should be

by hand shall be confirmed by telephone and

made accordingly.

record should be made accordingly.

……

……

21.

Article 117 The Board of Directors shall

Article 117 Where necessary, the Board

establish three special committees,

of Directors may establish relevant

namely Audit Committee, Remuneration

special committees, the duties, personnel

Committee and Nomination Committee,

composition and rules of procedure of

and the duties, the personnel composition

which shall be resolved separately by

and rules of procedure of which shall

the Board of Directors.These special

be resolved separately by the Board of

committees are ad hoc committees under

Directors. Where necessary, the Board

the Board of Directors which provide

of Directors may establish other special

advices or advisory opinions for the

committees.These special committees

Board of Directors on material decisions.

are ad hoc committees under the Board of

The special committees shall not make

Directors which provide advices or advisory

any decision in the name of the Board of

opinions for the Board of Directors on

Directors. However, the committees may

material decisions. The special committees

exercise decision-making power in respect

shall not make any decision in the name

of the authorized matters in accordance

of the Board of Directors. However, the

with a special power given by the Board of

committees may exercise decision-making

Directors.

power in respect of the authorized matters

in accordance with a special power given by

the Board of Directors.

22.

Chapter 12 The Presidentand Other Senior

Chapter 12 The Chief Executive Officer

Management Officers

and Other Senior Management Officers

- 34 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

23.

Article 121 The Company shall have one

Article 121 The Company shall have

president, a number of executive vice

one chief executive officer, a number of

presidents and senior vice presidents, who shall

executive vice presidents and senior vice

be nominated by the president. A director may

presidents, who shall be nominated by the

serve concurrently as the president, executive

chief executive officer. A director may

vice president, senior vice president or other

serve concurrently as senior management

senior management officers.

officers.

24.

Article 122 The president, executive

Article 122 Senior management officers

vice president, senior vice president or

shall be appointed or removed by the Board

other senior management officersshall

of Directors.

be appointed or removed by the Board of

Directors.

25.

Article 123 The presidentshall be accountable

Article 123 The chief executive officershall

to the Board of Directors and exercise the

be accountable to the Board of Directors and

following functions and powers:

exercise the following functions and powers:

(1) to be in charge of the Company's

(1) to be in charge of the Company's

production, operation and management

production, operation and management

and report to the Board of Directors;

and report to the Board of Directors;

(2) to organize the implementation of the

(2) to organize the implementation of the

resolutions of the Board of Directors,

resolutions of the Board of Directors,

the Company's annual business plans

the Company's annual business plans

and investment plans;

and investment plans;

(3) to draft the Company's annual financial

(3) to draft the Company's annual financial

budget plans and final accounts, and to

budget plans and final accounts, and to

put forward the proposal to the Board

put forward the proposal to the Board

of Directors;

of Directors;

(4) to draft the Company's basic management

(4) to draft the Company's basic management

system and the plan for establishment

system and the plan for establishment

of the Company's internal management

of the Company's internal management

organization;

organization;

(5) to formulate the specific rules and

(5) to formulate the specific rules and

regulations of the Company;

regulations of the Company;

- 35 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

(6)

to propose to the Board of Directors

(6)

to propose to the Board of Directors

the employment and dismissal of the

the employment and dismissal of

general vice president, senior vice

the general vice president, senior

president, chief financial officerand

vice president, person in charge of

other senior management officers;

financeand other senior management

officers;

(7)

to employ and dismiss the responsible

(7)

to employ and dismiss the responsible

management personnel and general

management personnel and general

employees other than those to be

employees other than those to be

employed and dismissed by the Board

employed and dismissed by the Board

of Directors;

of Directors;

(8)

to propose to convene extraordinary

(8)

to propose to convene extraordinary

board meetings;

board meetings;

(9)

to decide the Company's other issues

(9)

to decide the Company's other issues

within the scope of the authority of the

within the scope of the authority of the

Board of Directors;

Board of Directors;

(10)

to decide on projects such as investment,

(10)

to decide on projects such as investment,

acquisition or disposal and financing

acquisition or disposal and financing

which do not need to be decided by the

which do not need to be decided by the

Board of Directors or the shareholders'

Board of Directors or the shareholders'

general meeting;

general meeting;

(11)

other functions and powers granted

(11)

other functions and powers granted

by the Articles of Association and the

by the Articles of Association and the

Board of Directors.

Board of Directors.

Senior management officers other than the

Senior management officers other than the

presidentshall assist the presidentin his

chief executive officershall assist the chief

works and may exercise part of the functions

executive officerin his works and may

and powers entrusted by the president.

exercise part of the functions and powers

entrusted by the chief executive officer.

- 36 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

26.

Article 124 The presidentshall attend the

Article 124 The chief executive officer

board meetings and, if not a director, shall

shall attend the board meetings and, if not a

not have voting right thereat.

director, shall not have voting right thereat.

27.

Article 125 In the exercise of his powers,

Article 125 In the exercise of his powers, the

the presidentshall comply with the laws,

chief executive officershall comply with

administrative regulations and the Articles

the laws, administrative regulations and the

of Association, and fulfill his duties in good

Articles of Association, and fulfill his duties

faith and diligence.

in good faith and diligence.

28.

Article 126 The Company shall have

Article 126 The Company shall have one

one chief financial officer, who shall be

person in charge of finance, who shall

appointed or removed by the Board of

be appointed or removed by the Board

Directors. The chief financial officershall

of Directors. The person in charge of

be accountable to the Board of Directors and

financeshall be accountable to the Board of

the president.

Directors and the chief executive officer.

29.

Article 131 The Board of Supervisors shall

Article 131 The Board of Supervisors shall

be accountable to the shareholders' general

be accountable to the shareholders' general

meeting and exercise the following functions

meeting and exercise the following functions

and powers:

and powers:

(1) to monitor any acts of directors,

(1) to monitor any acts of directors and

the president and other senior

senior management officersin their

management officersin their

performance of duties that violate

performance of duties that violate

the laws, administrative regulations

the laws, administrative regulations

and the Articles of Association, and

and the Articles of Association, and

to propose dismissal of any directors

to propose dismissal of any directors

and senior management officers

and senior management officers

who violate the laws, administrative

who violate the laws, administrative

regulations, the Articles of Association

regulations, the Articles of Association

or any resolutions of shareholders'

or any resolutions of shareholders'

general meetings; ……

general meetings; ……

- 37 -

APPENDIX

PROPOSED AMENDMENTS

TO ARTICLES OF ASSOCIATION

No.

Articles Before Amendments

Articles After Amendments

30.

Chapter 14 Qualification and Obligations of

Chapter 14 Qualification and Obligations of

Directors, Supervisors and Senior Management

Directors, Supervisors and Senior Management

Officers of the Company

Officers of the Company

Chapter 17 Appointment of Accounting

Chapter 17 Appointment of Accounting

Firms

Firms

Chapter 22 Settlement of Disputes

Chapter 22 Settlement of Disputes

The words "the president or other senior

The words "the president or other senior

management officers" and "the president

management officers" and "the president

and other senior management officers" in

and other senior management officers" in

the articles of the above chapters

the articles of the above chapters shall be

amended to "senior management officers"

Notes:

  1. Save for the above articles, there will be no changes to the other articles of the Articles of Association of the Company.
  2. The Proposed Amendments to the Articles of Association of the Company were prepared in Chinese. Should there be any discrepancies between the Chinese version of the Proposed Amendments and their English version, the Chinese version shall prevail.

- 38 -

NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020

聯想控股股份有限公司

Legend Holdings Corporation

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 03396)

NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020

Notice is hereby given that the first extraordinary general meeting of 2020 (the "EGM") of Legend Holdings Corporation (the "Company") will be held at B-17, Raycom Info Tech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the People's Republic of China at 2:30 p.m. on Thursday, February 13, 2020 to consider and, if thought fit, pass the following resolutions:

ORDINARY RESOLUTIONS

  1. To consider and approve the appointment of Mr. LI Peng (李蓬) as an executive director of the second session of the board of directors of the Company (the "Board"), with a term of office commencing from the date of passing of this resolution and ending on the conclusion of the annual general meeting at which the third session of the Board will be elected;
  2. To consider and approve the appointment of Mr. WANG Yusuo (王玉鎖) as a non-executive director of the second session of the Board, with a term of office commencing from the date of passing of this resolution and ending on the conclusion of the annual general meeting at which the third session of the Board will be elected;
  3. To consider and approve the appointment of Mr. YIN Jian'an (印建安) as an independent non-executive director of the second session of the Board, with a term of office commencing from the date of passing of this resolution and ending on the conclusion of the annual general meeting at which the third session of the Board will be elected;

SPECIAL RESOLUTIONS

4. To consider and approve the amendments to the Articles of Association of Legend Holdings Corporation (the "Articles of Association") (for details, please refer to pages 16 to 38 of the circular to the shareholders dated December 27, 2019), and to approve the granting of authority to the Board, person(s) authorized by the Board and the secretary to the Board to arrange for the registration for and filing of the amendments to the Articles of Association with the industry and commerce administration and other relevant government authorities; and

- 39 -

NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020

5. To consider and approve the granting of a general mandate to the Board to issue debt financing instruments with a total aggregate amount not exceeding RMB35 billion and to authorize the Board to deal with all matters in relation to the issuance of debt financing instruments with effect from the date of passing of the resolution and until the end of the date on which the annual general meeting will be held in 2023 (for details, please refer to pages 10 to 13 of the circular to the shareholders dated December 27, 2019).

By order of the Board

Legend Holdings Corporation

NING Min

Executive Director and Joint Company Secretary

Hong Kong, December 27, 2019

Notes:

  1. In order to determine the shareholders of the Company (the "Shareholders") entitled to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, January 14, 2020 to Thursday, February 13, 2020 (both days inclusive), during which time no transfer of the Shares of the Company will be registered. Accordingly, unregistered H Shareholders shall lodge relevant share transfer documents with the Company's H share registrar, Link Market Services (Hong Kong) Pty Limited ("Link Market Services") not later than 4:30 p.m. on Monday, January 13, 2020. A proxy need not be a Shareholder.
  2. Any Shareholder entitled to attend and vote at the EGM may appoint one or more proxies (whether he/she is a Shareholder) to attend and vote at the EGM on his or her behalf. The Company has the right to request a Shareholder or a proxy who attends the EGM on behalf of a Shareholder to produce proof of identity.
  3. In case of joint holders of Shares of the Company, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such Shares as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at the meeting, either personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of such joint holding.
  4. Shareholders who intend to attend the EGM in person or by proxy are requested to complete the enclosed reply slip and return it, by hand, by post or by email (sa@legendholdings.com.cn) to the Company (for Domestic Shareholders); or to Link Market Services (for H Shareholders) by hand or by post on or before Friday, January 24, 2020.
  5. The form of proxy must be signed by the appointor or his/her attorney duly authorised in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorised attorney. If more than one proxies are appointed, the number of Shares and its class represented by each proxy must be specified.

- 40 -

NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020

  1. To be valid, the form of proxy must be lodged with Link Market Services (for H Shareholders) or the Company (for Domestic Shareholders) no later than 24 hours before the holding of the EGM. If the form of proxy is signed by another person under a power of attorney or other authorisation documents given by the appointer, such power of attorney or other authorisation documents shall be notarised. The notarised power of attorney or other authorisation documents shall, together with the form of proxy, be deposited at the specified place at the time set out in the form of proxy. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. In such event, the instrument appointing a proxy shall be deemed to have been revoked.
  2. The address of the H Share registrar, Link Market Services is Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, Hong Kong.
  3. The address of the Company is B-17, Raycom Info Tech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing 100190, the People's Republic of China.
  4. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.

- 41 -

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Legend Holdings Corporation published this content on 27 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 December 2019 08:40:07 UTC