THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND CORPORATE STRUCTURE

OUR HISTORY

With the approval of the CAS, the Institute of Computing Technology Chinese Academy of Sciences (中國科學院計算技術研究所), an academic establishment founded by the CAS in 1956 which specializes in comprehensive research on computer science and technology, funded the establishment of Chinese Academy of Sciences Computer Technology Research Institute New Technology Development Company (中國科學院計算技術研究所新技術發展公司), the predecessor of our Company, in the PRC in November 1984 as an enterprise owned by the whole people (全民所有制企業) with a registered capital of RMB1,300,000. With the approval of the Chinese Academy of Sciences High-tech Enterprises Bureau (中國科學院高技術企業局), the registered capital of the predecessor of our Company was reduced to RMB1,000,000 in June 1990, whose name was changed to Legend Computer New Technology Development Company (北京聯想計算機新技術發展公司) in April 1991. With the approval of the Chinese Academy of Sciences High-tech Advancement and Enterprises Bureau (中國科學 院高技術促進與企業局) and the Institute of Computing Technology Chinese Academy of Sciences, Beijing Legend Computer New Technology Development Company was renamed Legend Group Holdings Company (聯想集團控股公司) and its registered capital was increased to RMB100,000,000 in August 1998.

In April 2000, Legend Group Holdings Company received the approval-in-principle from the Ministry of Finance of the PRC (中華人民共和國財政部) and the Ministry of Science and Technology of the PRC (中華人民共和國科學技術部) in relation to its reform into a limited liability company. With the approval of the CAS, the reform was completed on June 22, 2001 and Legend Group Holdings Company was renamed Limited (聯想控股有限公司) on the same date. CAS and the former Employee Shareholding Association contributed RMB429,559,259.61 and RMB231,301,139.79, respectively, to the registered capital of Legend Holdings Limited, each representing 65% and 35% of the equity interests in the entity, respectively.

In August 2013, Legend Holdings Limited commenced its joint-stock reform process, and conducted an independent valuation of its net asset value as at June 30, 2013. In accordance with the valuation report, the audited carrying amount of net assets of RMB2,529,122,962 was used to determine the value of the capital contribution by the Promoters for the incorporation of our Company. The CAS approved our conversion into a joint stock limited liability company in January 2014. We were incorporated under the name of “Legend Holdings Corporation” (聯 想控股股份有限公司) with a registered capital of RMB2,000,000,000 with capital contributions from our Promoters, in proportion to their respective share holdings in our Company. The portion of the audited value not converted into our Company’s share capital was kept as our capital reserve. We received a new business license from the Beijing Administration for Industry and Commerce (北京市工商行政管理局) on February 18, 2014. Upon conversion into a joint stock limited liability company, our Promoters included CAS Holdings, Lian Chi Zhi Yuan, Oceanwide, Lian Heng Yong Xin, Mr. Liu Chuanzhi, Mr. Zhu Linan, Mr. Ning Min, Mr. Huang Shaokang, Mr. Chen Shaopeng and Mr. Tang Xudong with CAS Holdings holding 36.0% of our Shares and the other Promoters holding the remaining 64.0% of our Shares. Our PRC legal advisors confirmed that we have obtained all the necessary approvals

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Key Milestones

The following sets forth the milestones in the development of the Group:

Year Events

1984 Chinese Academy of Sciences Computer Technology Research Institute New Technology Development Company (中國科學院計算 技術研究所新技術發展公司), the predecessor of our Company, was incorporated.

1985 Our Group ventured into the PC distribution business, acting as the sales agent for IBM, AST and HP in the PRC.

1990 The very first “Legend” brand PC was launched in the market. Our Group changed our role from that of an agent for imported computer products into that of a producer and seller of our own branded computer products.

1992 The “Legend” brand PCs won several accolades in the PRC such as Top Achiever Award for an Advanced Technology Product, a first place ranking for the most popular computer product in the southwestern region of the PRC and Best Product Award for the country by the China National Micro-computer standards body.

1994 was listed on the Stock Exchange, representing that Lenovo has become a large enterprise which integrates research, production and sales.

1997 Lenovo became the PC business market share leader in the PRC.

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Year Events

2000 Our Group officially launched its business diversification strategy and entered into industries other than IT sector.

2001 Our Group started to engage in the venture capital business and the real estate business with the incorporation of Legend Investment and Raycom Real Estate.

2003/2004 The Group entered the field of PE investment in 2003, and incorporated Beijing Hony Investment Counsellor Co., Ltd. in 2004.

2005 Lenovo expanded its business and operations to a global scale through the acquisition of the PC division of IBM.

2008 Lenovo was listed on the Fortune Global 500 for the first time.

2010 Our Group formulated mid-term strategy to further expand its diversified business and enter into consumer and service sectors.

2012 Our Group ventured into the chemicals and energy materials business, the agriculture and food business, the Chinese liquor business, the logistics business and financial services business by incorporating Levima, Joyvio, Funglian, Zeny and Zhengqi, respectively.

2013 The market share of Lenovo’s PC business became No. 1 in the world.

2014 The Group acquired Bybo and started to engage in the dental care business.

Lenovo acquired IBM’s x86 server business, and Motorola Mobility from Google to further expand its smartphone business.

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OUR PRINCIPAL SUBSIDIARIES

Descriptions of the principal subsidiaries of our Group are set out below by business sector:

Strategic Investments

IT

Lenovo Group Limited (聯想集團有限公司)

The predecessor of Lenovo was incorporated as a joint venture in Hong Kong in 1988 by Chinese Academy of Sciences Computer Technology Research Institute New Technology Development Company (中國科學院計算技術研究所新技術發展公司), the predecessor of our Company, Daw Computer Systems Limited (導遠電腦系統有限公司) (which was dissolved in August 2002) and China Technology Investment & Trade (H.K.) Limited (中國技術投資貿易 (香港)有限公司) (formerly known as China Technology Trade (H.K.) Limited (中國技術轉讓 (香港)有限公司)) with an initial share capital of HK$900,000 with each of the partners contributing an equal share. It commenced its business operations on the same date and began as a distributor of computer products in Hong Kong and the PRC. We had acted as the agent of some brands, such as AST, which was first introduced into the PRC market by us in 1988, IBM and HP. In October 1993, Lenovo was incorporated in Hong Kong as part of the reorganization in preparation for the listing of its shares on the Hong Kong Stock Exchange.

Lenovo is primarily engaged in the development, manufacturing and marketing of personal technology products and services, which comprise notebook computers, desktop computers, MIDH products, which enable the user to access the Internet from a variety of locations including home, such as smartphones, tablets and smart TVs, and other personal technology products and services such as servers, computer accessories and hardware related services. Other than personal technology products and services, Lenovo is also involved in the sale of non-PC home appliances and other non-PC services. For more information on our information technology business, please refer to the section headed “Business – Strategic Investments – IT Business”.

Lenovo’s shares have been listed on the Main Board of the Hong Kong Stock Exchange since February 14, 1994 with the stock code 992 and, as of the Latest Practicable Date, we, directly and indirectly, on an aggregate basis, held 30.56% of Lenovo’s equity interest.

Financial Services

Zhengqi Anhui Financial Holdings Co., Ltd. (正奇安徽金融控股有限公司)

Zhengqi was incorporated as a limited liability company in the PRC on October 10, 2012 with a registered capital of RMB1,500,000,000 and commenced its business operation on the same date.

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Zhengqi is primarily engaged in the business of providing financial services to SMEs. As of the Latest Practicable Date, Zhengqi had a registered capital of RMB2,000,000,000 and was owned as to approximately 92% and 8% by our Company and Tianjin Dexin Enterprise Management Partnership Enterprise (Limited Partnership) (天津德信企業管理合夥企業(有限 合夥)), respectively.

For more information on our financial services business, please refer to the section headed “Business – Strategic Investments – Financial Services Business”.

Modern Services

Guangdong Bybo Dental Investment Management Co., Ltd. (廣東拜博口腔醫療投資管理有限 公司)

Bybo was incorporated as a limited liability company in the PRC on June 30, 1999 with a registered capital of RMB500,000 and commenced its business operation on the same date.

Bybo is primarily engaged in the investment and operation of dental care and other medical projects. As of the Latest Practicable Date, Bybo had a registered capital of RMB50,815,358 and was owned as to approximately 54.90%, 18.34%, 7.79%, 6.03%, 5.20%, 4.96%, 1.95% and 0.83% by our Company, Mr. Li Changren (黎昌仁先生), Zhuhai iByer Dental Hospital Management Co., Ltd (珠海拜爾齒科醫院管理有限公司), Zhuhai Jinchuang Pharmaceutical Industry Investment Fund (Limited Partnership) (珠海金創醫藥產業投資基金 (有限合夥)), Zhuhai Li Family Hospital Management Co., Ltd. (珠海黎氏醫院管理有限公司), Haitong Kaiyuan Investment Co., Ltd. (海通開元投資有限公司), Mr. Li Qiang (黎強先生) and Zhuhai Hengqin New District Haisheng Investment Fund Management Partnership (Limited Partnership) (珠海市橫琴新區海盛投資基金管理合夥企業(有限合夥)), respectively.

For more information on our dental care business, please refer to the section headed “Business – Strategic Investments – Modern Services Business – Dental Care Business”.

Zeny Supply Chain Co., Ltd (增益供應鏈有限公司)

Zeny was incorporated as a limited liability company in the PRC on July 24, 2012 by our Company and four individual shareholders with a registered capital of RMB200,000,000 and commenced its business operation on the same date. Our Company and the four individual shareholders contributed RMB188,000,000 and RMB12,000,000, respectively, in terms of capital injection into Zeny, in exchange for 94% and 6% equity interests in the entity, respectively.

Zeny is primarily engaged in the business of providing logistic services. As of the Latest Practicable Date, Zeny had a registered capital of RMB200,000,000 and was owned as to 94% and 6% by our Company and four individual shareholders, respectively.

For more information on our logistics business, please refer to the section headed “Business – Strategic Investments – Modern Services Business – Logistics Business”.

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Beijing EnsenCare Holdings Co., Ltd. (北京安信頤和控股有限公司)

EnsenCare was incorporated as a limited liability company in the PRC on August 1, 2011 by our Company with a registered capital of RMB200,000,000 and commenced its business operation on the same date.

EnsenCare is primarily engaged in the businesses of operating senior care facilities and developing senior apartments. As of the Latest Practicable Date, EnsenCare had a registered capital of RMB200,000,000 and was a wholly-owned subsidiary of our Company.

For more information on our senior care business, please refer to the section headed “Business – Strategic Investments – Modern Services Business – Senior Care Business”.

Agriculture and Food

Joyvio Group Co., Ltd. (佳沃集團有限公司)

Joyvio was incorporated as a limited liability company in the PRC on May 18, 2012 by our Company and Mr. Chen Shaopeng (陳紹鵬先生) with a registered capital of RMB200,000,000 and commenced its business operation on the same date. Our Company and Mr. Chen Shaopeng (陳紹鵬先生) contributed RMB195,000,000 and RMB5,000,000, respectively, in terms of capital injection into Joyvio, in exchange for 97.5% and 2.5% equity interests in the entity, respectively.

Joyvio is primarily engaged in agriculture business, and its line of business involves agriculture and food investment and other relevant business operations. As of the Latest Practicable Date, Joyvio had a registered capital of RMB200,000,000 and was a wholly-owned subsidiary of our Company.

For more information on our agriculture and food business, please refer to the section headed “Business – Strategic Investments – Agriculture and Food Business – Agriculture Business”.

Funglian Holdings Limited (豐聯酒業控股集團有限公司)

Funglian was incorporated as a limited liability company in the PRC on July 16, 2012 by our Company and five other individual shareholders with a registered capital of RMB200,000,000 and commenced its business operation on the same date. Upon the incorporation of Funglian, our Company and the other five individual shareholders held 94.5% and 5.5% equity interests in the entity, respectively.

Funglian is primarily engaged in Chinese liquor business. As of the Latest Practicable Date, Funglian had a registered capital of RMB200,000,000 and was owned as to approximately 93.3%, 2.5% and 4.2% by our Company, Mr. Chen Shaopeng (陳紹鵬先生) and six other individual shareholders, respectively.

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For more information on our Chinese liquor business, please refer to the section headed “Business – Strategic Investments – Agriculture and Food Business – Chinese Liquor Business”.

Property

Raycom Real Estate Development Co., Ltd. (融科智地房地產股份有限公司)

Raycom Real Estate was incorporated as a limited liability company in the PRC on June 11, 2001 with a registered capital of RMB160,000,000 and commenced its business operation on the same date. Our Company and Legend Investment each contributed RMB80,000,000 in the capital injection into Raycom Real Estate, in exchange for 50% equity interests in the entity, respectively.

Raycom Real Estate is primarily engaged in the business of residential and commercial property development. As of the Latest Practicable Date, Raycom Real Estate had a registered capital of RMB270,000,000 and was owned as to approximately 70.57%, 22.52% and 6.91% by our Company, Legend Investment, and 43 individual shareholders, respectively.

Raycom Property Investment Limited (融科物業投資有限公司)

Raycom Property Investment was incorporated as a limited liability company in the PRC on July 10, 2006 with a registered capital of RMB60,000,000 and commenced its business operation on the same date. Our Company and Legend Investment contributed RMB45,000,000 and RMB15,000,000, respectively, as the capital injection into Raycom Property Investment, in exchange for 75% and 25% equity interests in the entity, respectively.

Raycom Property Investment is primarily engaged in the business of real estate investment and investment management. As of the Latest Practicable Date, Raycom Property Investment had a registered capital of RMB60,000,000 and was owned as to 75% and 25% by our Company and Legend Investment, respectively.

For more information on our property business, please refer to the section headed “Business – Strategic Investments – Property Business”.

Chemicals and Energy Materials

Levima Group Limited (聯泓集團有限公司)

Levima was incorporated as a limited liability company in the PRC on April 12, 2012 by our Company and 48 individual shareholders with a registered capital of RMB400,000,000 and commenced its business operation on the same date. Our Company and the 48 individual shareholders contributed RMB372,000,000 and RMB28,000,000, respectively, in terms of capital injection into Levima, in exchange for 93% and 7% equity interests in the entity, respectively.

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Levima is primarily engaged in the development and production of chemicals and new materials. As of the Latest Practicable Date, Levima had a registered capital of RMB400,000,000 and was owned as to approximately 90%, 3.335%, 2.46%, 1.68% and 2.525% by our Company, Beijing Levima I Investment Management Center (Limited Partnership) (北京聯泓甲投資管理中心(有限合夥)), Beijing Levima III Investment Management Center (Limited Partnership) (北京聯泓丙投資管理中心(有限合夥)), Beijing Levima II Investment Management Center (Limited Partnership) (北京聯泓乙投資管理中心(有 限合夥)) and five individual shareholders, respectively.

Phylion Battery Co., Ltd. (蘇州星恒電源有限公司)

Phylion Battery was incorporated as a limited liability company in the PRC on December 18, 2003 by Legend Investment, Beijing Xingheng Battery Co., Ltd. (北京星恒電源有限公司) and Shenzhen Bestgrand Technology Investment Co., Ltd. (深圳市百利宏科技投資有限公司) with a registered capital of RMB82,000,000 and commenced its business operation on the same date. Legend Investment, Beijing Xingheng Battery Co., Ltd. and Shenzhen Bestgrand Technology Investment Co., Ltd. contributed RMB34,000,000, RMB40,000,000 and RMB8,000,000, respectively, in terms of capital injection into Phylion Battery, in exchange for approximately 41.46%, 48.78% and 9.76% equity interests in the entity, respectively.

Phylion Battery focuses on the production and sales of lithium-ion battery products and related research and development. As of the Latest Practicable Date, Phylion Battery had a registered capital of RMB163,037,142.86 and was owned as to approximately 34.215%, 16.559%, 22.171%, 11.775%, 6.624%, 5.888% and 2.768% by our Company, Beijing Junlian Venture Capital Center (Limited Partnership) (北京君聯創業投資中心(有限合夥)), Suzhou Paoze Enterprise Investment Management Center (Limited Partnership) (蘇州袍澤企業投資管 理中心(有限合夥)), Huizhou Bestgrand Holdings Co., Ltd. (惠州市百利宏控股有限公司), Chengdu Di’ao Pharmaceutical Group Co., Ltd. (成都地奧製藥集團有限公司), Institute of Physics Chinese Academy of Sciences (中國科學院物理研究所) and nine individual shareholders, respectively.

For more information on our chemicals and energy materials business, please refer to the section headed “Business – Strategic Investments – Chemicals and Energy Materials Business”.

Financial Investments

Right Lane Limited (南明有限公司)

Right Lane was incorporated in Hong Kong as a limited liability company on January 29, 1988 with an authorized share capital of HK$10,000 divided into 10,000 shares of HK$1 each. Snatch Prize Limited and Boxing Company Limited were the initial subscribers for one share each. Our Company has been the beneficial owner of the entire issued share capital of Right Lane since October 26, 1993 and it commenced its business operation on the same date.

Right Lane focuses on investment and management. As of the Latest Practicable Date, Right Lane had a total of 4 shares in issue and was a wholly-owned subsidiary of our Company.

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Legend Holdings Tianjin Limited (聯想控股(天津)有限公司)

Legend Holdings Tianjin Limited was incorporated as a limited liability company in the PRC on November 25, 2011 by our Company with a registered capital of RMB100,000,000 and commenced its business operation on the same date.

Legend Holdings Tianjin Limited focuses on capital investment and management. As of the Latest Practicable Date, Legend Holdings Tianjin Limited had a registered capital of RMB100,000,000 and was a wholly-owned subsidiary of our Company.

Legend Capital Limited (聯想投資有限公司)

Legend Investment was incorporated as a limited liability company in the PRC on March 26, 2001 by our Company and Shenzhen Bestgrand Technology Investment Co., Ltd. (深圳市 百利宏科技投資有限公司) with a registered capital of RMB200,000,000 and commenced its business operation on the same date.

Legend Investment focuses on capital investment and management. As of the Latest Practicable Date, Legend Investment had a registered capital of RMB429,476,555 and was owned as to approximately 55.3%, 34.57%, 2.91%, 1.52% and 5.7% by our Company, Zhengqi (Shenzhen) Investment Holdings Co., Ltd. (正奇(深圳)投資控股有限公司), Beijing Legend Technology Investment Co., Ltd. (北京聯想科技投資有限公司), Tianjin Junruiqi Equity Investment L.P. (天津君睿祺股權投資合夥企業(有限合夥)) and Beijing Hony 2010 Equity Investment Centre (Limited Partnership) (北京弘毅貳零壹零股權投資中心(有限合夥)), respectively.

Beijing Legend Star Venture Capital Co., Ltd. (北京聯想之星創業投資有限公司)

Beijing Legend Star was established as a limited liability company in the PRC on December 1, 2009 by our Company with a registered capital of RMB150,000,000 and commenced its business operation on the same date.

Beijing Legend Star is primarily engaged in the business of venture capital. As of the Latest Practicable Date, Beijing Legend Star had a registered capital of RMB150,000,000 and was a wholly-owned subsidiary of our Company.

Tianjin Legend Star Venture Capital Co., Ltd. (天津聯想之星創業投資有限公司)

Tianjin Legend Star was incorporated as a limited liability company in the PRC on January 9, 2012 by our Company with a registered capital of RMB100,000,000 and commenced its business operation on the same date.

Tianjin Legend Star is primarily engaged in the business of venture capital. As of the Latest Practicable Date, Tianjin Legend Star had a registered capital of RMB100,000,000 and was a wholly-owned subsidiary of our Company.

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For more information on our financial investments business, please refer to the section headed “Business – Financial Investments”.

Major Acquisitions and Disposal

In November 2012, Zhengqi entered into equity transfer contracts with Hefei State-owned Assets Holding Co., Ltd. (合肥市國有資產控股有限公司) and other related parties (all are Independent Third Parties), respectively, to acquire 100% equity interest in Hefei Innovative Financing Guarantee Co., Ltd. (合肥市創新融資擔保有限公司), 100% equity interest in Hefei Guozheng Microlending Co., Ltd (合肥市國正小額貸款有限公司) and 95.2% equity interest in Anhui Jinfeng Pawn Co., Ltd. (安徽省金豐典當有限公司) (the remaining 4.8% equity interest was directly held by Hefei Guozheng Microlending Co., Ltd (合肥市國正小額貸款有限公司). The three companies are engaged in financing guarantee business, small loan business and pawn business. Pursuant to the abovementioned contracts, an aggregate consideration of RMB846,680,000 was payable by Zhengqi. The abovementioned consideration was determined pursuant to the appraised value of the assets. The abovementioned acquisitions were completed on November 16, 2012 upon the fulfillment of all conditions under the respective equity transfer contracts. Upon acquiring the companies above, Zhengqi formed financing guarantee, small loan and pawn business segments, which built a solid foundation to create a financial supermarket and develop into a full life-cycle financial services provider for SMEs.

In January 2014, Lenovo entered into a master asset purchase agreement to acquire from IBM its entire x86 server business, including products, sales force, manufacturing, research and development (the “x86 Business”). Initial closing of the acquisition of the relevant assets and the assumption of the relevant liabilities in respect of the x86 Business by Lenovo from IBM in the U.S., Canada and the PRC occurred on October 1, 2014 upon obtaining all relevant regulatory approvals under the master asset purchase agreement. All subsequent closings in other jurisdictions have occurred as of March 31, 2015. Consideration for acquisition of the x86 Business consisted of payment by Lenovo of a cash consideration of approximately US$1,865,026,063 and the issuance and allotment of 182,000,000 Lenovo’s shares to IBM. The above consideration was negotiated and determined on an arm’s length basis between the parties, taking into account various factors, including the historical financial performance and the growth prospects of the x86 Business, the scope and the quality of the transferred assets, the scope and nature of the assumed liabilities and other relevant valuation benchmark. Lenovo expects that demand for more computing power and increasing of global enterprise spending will drive further growth in the x86 server market and that such acquisition has given it immediate scale and credibility in this market, creating an additional profit pool. Lenovo also believes that such acquisition will give rise to cost savings opportunities.

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In January 2014, Lenovo entered into an acquisition agreement to acquire from Google 100% of the issued and outstanding equity interests in Motorola Mobility (the “Motorola Acquisition”). Motorola Mobility is principally engaged in the business of developing, manufacturing, distributing and selling mobile wireless devices, particularly smartphones using the Android operating system, and their related products. The Motorola Acquisition was completed on October 30, 2014 (the “Motorola Acquisition Completion Date”) upon fulfillment of all conditions under the acquisition agreement. Upon completion, Lenovo has paid (i) a cash consideration of US$660,000,000; and (ii) a cash compensation of US$212,506,000 which primarily relates to the estimated amount of excess net cash and working capital remaining in Motorola Mobility transferrable to Lenovo. Lenovo also issued (i) 519,107,215 ordinary shares to Google as part of the consideration; and (ii) a promissory note of US$1,500,000,000 to Google as a deferred consideration. Such deferred consideration should be paid on the third anniversary of the Motorola Acquisition Completion Date and is subject to any reduction, at Google’s election pursuant to the acquisition agreement, of any amount owing to Lenovo by Google under the cash adjustment. The aforesaid consideration was negotiated and determined on an arm’s length basis between the parties, and on normal commercial terms, taking into account various factors, including the growth prospects of the business of Motorola Mobility in the future and earnings potential. Lenovo believes that the Motorola Acquisition has provided it with immediate access to key assets, technology and personnel to accelerate its entry into mature markets for smartphones, including those using the popular Android operating system. Lenovo also believes that the Motorola Acquisition will allow it to acquire robust research and development capabilities in the smartphone industry and reduce its exposure to integration risks given the complementary business mix of its existing business and that of the business of Motorola Mobility.

From March 2014 to May 2014, Beijing Huaxia Liantong Management Consulting Co., Ltd (北京華夏聯同管理諮詢有限公司)(“Huaxia Liantong”), a wholly-owned subsidiary of our Company, acquired certain equity interests in Bybo from independent third parties as follows:

• in March 2014, Huaxia Liantong acquired 21.43% equity interest in Bybo from CCBI Medical Industry Equity Investment Co., Ltd. (建銀國際醫療產業股權投資有 限公司) for the consideration of RMB214,300,000. The consideration was determined pursuant to the appraised value of Bybo and was fully settled on April 1, 2014.

• in May 2014, Huaxia Liantong acquired 4.7% equity interest in Bybo from Haitong Kaiyuan Investment Co., Ltd. (海通開元投資有限公司) for the consideration of RMB47,000,000. The consideration was determined pursuant to the appraised value of Bybo and was fully settled on June 3, 2014.

• in May 2014, Huaxia Liantong acquired 14.57% equity interest in Bybo from Mr. Li Changren (黎昌仁先生) for the consideration of RMB145,037,500. The consideration was determined pursuant to the appraised value of Bybo and was fully settled on June 3, 2014.

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In July 2014, the equity interest held by Huaxia Liantong was increased from 40.7% to 51% by way of capital increase in the amount of RMB210,170,225. In October 2014, our Company entered into a share transfer agreement with Huaxia Liantong to acquire its 51% equity interest in Bybo for a consideration of RMB616,507,725. The consideration was determined pursuant to the appraised value of Bybo and was fully settled on November 3, 2014.

In January 2015, our Company entered into an equity transfer agreement with Ms. Zhuang Bingbing (莊冰冰女士) to acquire her 3.896% equity interest in Bybo for a consideration of RMB66,882,000. The consideration was determined pursuant to the appraised value of Bybo and was fully settled on February 12, 2015.

Each of the above acquisitions has been properly and legally completed and settled and approvals from the relevant authorities have been obtained.

In December 2014, the Company entered into a share transfer and shareholders’ agreement in respect of the transfer of 3% equity interest in Union Insurance from the Company to Beijing Siyihe Culture Investment Limited (北京思藝和文化投資有限公司) (“Siyihe”), an Independent Third Party. Siyihe is a wholly-owned subsidiary of Beijing Huatianlihe Investment Management Limited (北京華天利和投資管理有限公司) (“Huatianlihe”), the existing shareholder directly holding 48% equity interest in Union Insurance. Both Siyihe and Huatianlihe are investment vehicles owned and controlled by the chairman of Union Insurance and his family members.

Upon completion of the transfer in December 2014, Siyihe and Huatianlihe together hold 51% equity interest in Union Insurance and the Company’s shareholding in Union Insurance was reduced from 51% to 48%. Accordingly, Union Insurance ceased to be a subsidiary of the Company. Other than their shareholdings in Union Insurance, the Group has no other relationships with the other 3 shareholders of Union Insurance as of the Latest Practicable Date. To the best knowledge of the Company, having made all reasonable enquiries, the remaining individual shareholder holding 1% equity interest in Union Insurance is a third party independent from Siyihe, Huatianlihe, the chairman of Union Insurance and his family members.

Pursuant to the agreement, the consideration payable by Siyihe was RMB52,160,000. Such consideration was determined through arm’s-length negotiation between the parties and had been fully settled in cash.

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The following chart sets forth our Group’s simplified corporate structure and its principal subsidiaries as of the date of this document. The corporate structure will be the same immediately following the completion of the [REDACTED]. U ITR N OPRT STRUCTURE CORPORATE AND HISTORY OUR

Our Company

25.814% 92% 54.9% 94% 100% 100%93.3% 70.57% 75% 90% 50.774%Note 9 100% 100% 89.87%Note 11 100% 100%

Lenovo Zhengqi Zeny Beijing Joyvio Funglian Raycom Real Raycom Levima Phylion Right Legend Legend Beijing Tianjin Group Anhui Bybo Dental Supply EnsenCare Group Holdings Estate Property Group Battery Lane Holdings Capital Legend Star Legend Star Limited Financial Investment Chain Holdings Co., Ltd Limited Development Investment Limited Co., Ltd. Limited Tianjin Limited Venture Venture Note 1 Note 8 Note 10 Note 12 Holding Management Co., Ltd Co., Ltd. Note 5 Co., Ltd Limited Limited Capital Capital Note 6 Note 7 Co., Ltd Co., Ltd. Note 4 Co., Ltd Co., Ltd Note 2 Note 3

4 – 142 – 22.52% 25% 4.742%

IT Financial Services Modern Services Agriculture and Food Property Chemicals and Financial Investments Energy Materials

Notes:

1. The remaining shares of Lenovo are owned, directly or indirectly, as to approximately 0.01% by Mr. Liu Chuanzhi, 0.02% by Mr. Zhu Linan, [0.01]% by Mr. Zhao John Huan and the remainder by certain directors of Lenovo and public shareholders. The abovementioned individuals are connected persons of the Group as defined under the Listing Rules.

2. The remaining equity interest of Zhengqi is owned as to 8% by Tianjin Dexin Enterprise Management Partnership Enterprise (Limited Partnership) (天津德信企業管理 合夥企業(有限合夥)). Tianjin Dexin Enterprise Management Partnership Enterprise (Limited Partnership) is a limited partnership incorporated under PRC laws.

3. The remaining equity interest of Bybo is owned as to approximately 18.34% by Mr. Li Changren (黎昌仁先生), 7.79% by Zhuhai iByer Dental Hospital Management Co., Ltd (珠海拜爾齒科醫院管理有限公司), 6.03% by Zhuhai Jinchuang Pharmaceutical Industry Investment Fund (Limited Partnership) (珠海金創醫藥產業投資基金(有限合 夥)), 5.20% by Zhuhai Li Family Hospital Management Co., Ltd. (珠海黎氏醫院管理有限公司), 4.96% by Haitong Kaiyuan Investment Co., Ltd. (海通開元投資有限公 司), 1.95% by Mr. Li Qiang (黎強先生) and 0.83% Zhuhai Hengqin New District Haisheng Investment Fund Management Partnership (Limited Partnership) (珠海市橫 琴新區海盛投資基金管理合夥企業(有限合夥)), respectively. Mr. Li Changren and Mr. Li Qiang are directors of certain of our subsidiaries. Other than being shareholders of Bybo, Zhuhai iByer Dental Hospital Management Co., Ltd, Zhuhai Jinchuang Pharmaceutical Industry Investment Fund (Limited Partnership), Zhuhai Li Family Hospital Management Co., Ltd., Haitong Kaiyuan Investment Co., Ltd., and Zhuhai Hengqin New District Haisheng Investment Fund Management Partnership (Limited Partnership) are not related to our Group. None of the shareholders mentioned above is a connected person of the Group as defined under the Listing Rules. 4. The remaining equity interest of Zeny is owned as to 3% by Mr. Zhang Bin (張斌先生), 1% by Mr. Xu Yongxin (徐永新先生), 1% by Mr. Jiao Weiguo (焦衛國先生) and DOCUMENT. THIS OF COVER BE THE MUST INFORMATION ON THE “WARNING” THAT HEADED AND CHANGE SECTION TO THE SUBJECT WITH AND CONJUNCTION INCOMPLETE FORM, IN DRAFT READ IN IS DOCUMENT THIS 1% by Mr. Su Kexian (蘇克先先生). The individual shareholders are directors of certain of our immaterial subsidiaries and are not connected persons of the Group as defined under the Listing Rules.

5. The remaining equity interest of Funglian is owned as to 2.5% by Mr. Chen Shaopeng, one of our Promoters and a member of our senior management, 2.3% by Mr. Tang Jie (湯捷先生), 0.6% by Mr. Fang Yan (方焰先生), 0.4% by Ms. Wu Yun (吳雲女士), 0.25% by Mr. Li Jiabiao (李家飈先生), 0.4% by Mr. Tan Xiaolin (譚小林先生) and

0.25% by Mr. Song Yi (宋燚先生). Mr. Chen Shaopeng, Mr. Tang Jie, Mr. Fang Yan, Mr. Tan Xiaolin and Mr. Song Yi are directors of certain of our insignificant STRUCTURE CORPORATE AND HISTORY OUR subsidiaries. Other than Mr. Chen Shaopeng, none of the abovementioned individual shareholders is a connected person of the Group as defined under the Listing Rules.

6. The remaining equity interest of Raycom Real Estate is owned as to approximately 22.52% by Legend Investment, our subsidiary, and approximately 6.91% by 43 individual shareholders. Of those aforesaid 43 individual shareholders, 40 are employees of the Group and all of the 43 individual shareholders are not connected persons of the Group as defined under the Listing Rules.

7. The remaining equity interest of Raycom Property Investment is owned as to 25% by Legend Investment, our subsidiary.

8. The remaining equity interest of Levima is owned as to 3.335% by Beijing Levima I Investment Management Center (Limited Partnership) (北京聯泓甲投資管理中心 (有限合夥)), 2.46% by Beijing Levima III Investment Management Center (Limited Partnership) (北京聯泓丙投資管理中心(有限合夥)), 1.68% by Beijing Levima II Investment Management Center (Limited Partnership) (北京聯泓乙投資管理中心(有限合夥)), 1% by Mr. Zheng Yueming (鄭月明先生), 0.4% by Mr. Li Deqiang (李德 強先生), 0.6% by Mr. Zhang Wei (張偉先生), 0.3% by Mr. Chen Deye (陳德燁先生) and 0.225% by Mr. Cai Wenquan (蔡文權先生). Each of Beijing Levima I Investment 4 – 143 – Management Center (Limited Partnership), Beijing Levima II Investment Management Center (Limited Partnership), and Beijing Levima III Investment Management Center (Limited Partnership) is a limited partnership incorporated under PRC laws and its members comprise of the employees of the Group. The abovementioned individual shareholders are directors of certain of our insignificant subsidiaries and are not connected persons of the Group as defined under the Listing Rules.

9. The Company directly held 34.215% equity interest in Phylion Battery. Our subsidiary, Beijing Junlian Venture Capital Center (Limited Partnership) (北京君聯創業投 資中心(有限合夥)), directly held 16.559% equity interest in Phylion Battery.

10. The remaining equity interest of Phylion Battery is owned as to 22.171% by Suzhou Paoze Enterprise Investment Management Center (Limited Partnership) (蘇州袍澤 企業投資管理中心(有限合夥)), 11.775% by Huizhou Bestgrand Holdings Co., Ltd. (惠州市百利宏控股有限公司), 6.624% by Chengdu Di’ao Pharmaceutical Group Co., Ltd. (成都地奧製藥集團有限公司), 5.888% by Institute of Physics Chinese Academy of Sciences (中國科學院物理研究所), 0.869% by Mr. Huang Xuejie (黃學傑先生), 0.868% by Mr. Chen Liquan (陳立泉先生), 0.207% by Mr. Wang Lianzhong (王連忠先生), 0.207% by Mr. Xue Rongjian (薛榮堅先生), 0.124% by Mr. Qin Dong (秦東 先生), 0.124% by Mr. Wang Zhaoxiang (王兆翔先生), 0.124% by Mr. Bi Jianqing (畢建清先生), 0.124% by Mr. Zhang Anxun (張安訊先生) and 0.124% by Mr. Li Hong (李泓先生). Huizhou Bestgrand Holdings Co., Ltd. is controlled by Mr. Huang Shaokang, one of our Shareholders. Other than being shareholders of Phylion Battery, Suzhou Paoze Enterprise Investment Management Center (Limited Partnership), Chengdu Di’ao Pharmaceutical Group Co., Ltd. and Institute of Physics Chinese Academy of Sciences are not related to the Group. Mr. Li Hong is a director of one of our insignificant subsidiaries. None of the individual shareholders mentioned above is a connected person of the Group as defined under the Listing Rules.

11. The Company directly held 55.3% equity interest in Legend Investment. Our indirect subsidiary, Zhengqi (Shenzhen) Investment Holdings Co., Ltd.(正奇(深圳)投資控 股有限公司), directly held 34.57% equity interest in Legend Investment.

12. The remaining equity interest of Legend Investment is owned as to 2.91% by Beijing Legend Technology Investment Co., Ltd. (北京聯想科技投資有限公司), an associate of our Company, 1.52% by Tianjin Junruiqi Equity Investment L.P. (天津君睿祺股權投資合夥企業(有限合夥)), an associate of our Company, and 5.7% by Beijing Hongyi 2010 Equity Investment Centre (Limited Partnership) (北京弘毅貳零壹零股權投資中心(有限合夥)), our associated company. THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND CORPORATE STRUCTURE

SHAREHOLDING CHANGES

Shareholding Structure at the Beginning of Track Record Period

The following chart sets forth the shareholding structure of our Company on January 1, 2012.

CAS Holdings China Oceanwide Lian Chi Zhi Yuan

36% 28.9% 24%

Liu Chuanzhi Zhu Linan Ning Min Huang Shaokang Chen Shaopeng Tang Xudong

3.4% 2.4% 1.8% 1.5% 1% 1%

Our Company

Shareholding Changes During Track Record Period

Transfer of Shares by China Oceanwide to Lian Heng Yong Xin

China Oceanwide had a 28.9% interest in our Company as of January 1, 2012.

On June 3, 2011, CAS Holdings issued the “Approval of the Legend Holdings Limited’s Long-term Incentive Plan for Staff” (CAS [2011] No. 41), agreeing to our Company’s implementation of an employee incentive scheme to reward our staff for their historical contribution to our Group, and that the participants of the employee incentive scheme would form a limited partnership to receive the transfer of a 8.9% interest in our Company from China Oceanwide at a total consideration of RMB1,108,692,450. The consideration was determined based on the valuation of the net assets of our Company as at March 31, 2011. Lian Heng Yong Xin was incorporated on February 9, 2012 to act as the platform for this long-term incentive program to motivate target employees.

China Oceanwide entered into an equity transfer agreement on February 14, 2012 with Lian Heng Yong Xin, under which it agreed to transfer 8.9% interest in our Company to Lian Heng Yong Xin at a price of RMB18.85 for each RMB1 of our Company’s registered capital. The equity transfer between the two parties was completed on February 20, 2012.

Upon completion of the transfer on February 20, 2012, China Oceanwide continued to hold a 20% interest in our Company and Lian Heng Yong Xin became interested in 8.9% in our Company.

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Shareholding Structure at the End of Track Record Period

The following chart sets forth our shareholding structure as of December 31, 2014, which is the same with our shareholding structure as of the date of this document.

CAS Holdings Lian Chi Zhi Yuan China Oceanwide Lian Heng Yong Xin

36%24% 20% 8.9%

Liu Chuanzhi Zhu Linan Ning Min Huang Shaokang Chen Shaopeng Tang Xudong

3.4%2.4% 1.8%1.5% 1% 1%

Our Company

The following chart sets forth the shareholding structure of our Company immediately upon the completion of the [REDACTED], assuming that the [REDACTED] is not exercised. For more information regarding our shareholding structure upon the completion of the [REDACTED], please refer to the section headed “Share Capital”.

Other public NSSF(1) CAS Holdings Lian Chi Zhi Yuan China Oceanwide Lian Heng Yong Xin Shareholders

[REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED]

Liu Chuanzhi Zhu Linan Ning Min Huang Shaokang Chen Shaopeng Tang Xudong

[REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED]

Our Company

Note:

(1) Upon completion of the [REDACTED] and assuming the [REDACTED] is not exercised, [REDACTED] H Shares (converted from Domestic Shares) representing [REDACTED] of our total share capital will be transferred to and held by NSSF pursuant to relevant PRC regulations regarding reductions of state-owned shares.

OUR PROMOTERS

CAS Holdings

CAS Holdings is a wholly state-owned limited liability company incorporated under the PRC Company Law on April 12, 2002 with approval from the State Council and funding from the CAS. CAS Holdings exercises, on behalf of the CAS, the investors’ rights for the state-owned operative assets and undertakes corresponding responsibility for value hedge and increment within the wholly-owned, shareholding and joint-stock companies affiliated by CAS. With a registered capital of approximately RMB5,067,030,000, CAS Holdings currently has interests in more than 30 companies, 21 of which are wholly-owned or joint-controlled entities. Most of CAS Holdings’ invested companies are in the hi-tech, trade, investment, consulting and other service industries.

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As at the date of this document, CAS Holdings holds 36% equity interest in our Company.

Lian Chi Zhi Yuan

Lian Chi Zhi Yuan was jointly incorporated on December 29, 2010 by Lian Chi Zhi Tong (as a general partner) and 15 limited partnerships (as one limited partner and established by all 618 members of the former Employee Shareholding Association and Lian Chi Zhi Tong).

As at the date of this document, Lian Chi Zhi Yuan holds 24% equity interest in our Company.

China Oceanwide

China Oceanwide was incorporated on April 7, 1988 as a private enterprise. China Oceanwide is one of the largest private enterprises in the PRC which operates a diversified business covering real estate, finance, energy and cultural media. China Oceanwide has over 40 subsidiaries with operations in Beijing, Shanghai, Shenzhen, , Wuhan, Hong Kong, , Indonesia and the United States.

As at the Latest Practicable Date, China Oceanwide holds 20% equity interest in our Company.

On May 27, 2013, China Oceanwide and CCB Trust Co., Ltd. entered into a share pledge contract, pursuant to which China Oceanwide provided pledge guarantee for a principal liability of RMB1,835,280,000 (“CCB Debt”) with its 9% shareholding in the Company and the dividend and other income of such shares within the pledge duration. The term of the CCB Debt is three years.

To strengthen its operating cash flow, China Oceanwide entered into four entrustment loan agreements (“Ping An Loan Agreements”) with Ping An Trust Co., Ltd. (“Ping An Trust”) in 2014, and pledged certain of its shares held in the Company to Ping An Trust as a guarantee for such loans (“Ping An Equity Pledge”). A summary of the primary terms of the Ping An Loan Agreements and the Ping An Equity Pledge is set out in the table below:

Loan Principal Number of Registered/ Date of Ping An (RMB in Pledged Effective Date of Loan Agreements Thousand) Shares Loan Terms Equity Pledge

August 28, 2014 410,000 48,040,000 24 months August 29, 2014 August 28, 2014 610,000 71,850,000 24 months August 29, 2014 September 16, 2014 560,000 66,700,000 24 months September 16, 2014 September 18, 2014 280,000 33,400,000 24 months September 18, 2014

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Lian Heng Yong Xin

Lian Heng Yong Xin was incorporated on February 9, 2012 by Lian Heng Yong Kang (as general partner) and four limited partnerships (as one limited partner and established by 127 employees of the Group and Lian Heng Yong Kang).

As at the date of this document, Lian Heng Yong Xin holds 8.9% equity interest in our Company.

Mr. Liu Chuanzhi (柳傳志先生)

As at the date of this document, Mr. Liu holds 3.4% equity interest in our Company. For more information on Mr. Liu, please refer to the section headed “Directors, Supervisors and Senior Management – Directors – Executive Directors”.

Mr. Zhu Linan (朱立南先生)

As at the date of this document, Mr. Zhu holds 2.4% equity interest in our Company. For more information on Mr. Zhu, please refer to the section headed “Directors, Supervisors and Senior Management – Directors – Executive Directors”.

Mr. Ning Min (寧旻先生)

As at the date of this document, Mr. Ning holds 1.8% equity interest in our Company. For more information on Mr. Ning, please refer to the section headed “Directors, Supervisors and Senior Management – Senior Management”.

Mr. Huang Shaokang (黃少康先生)

As at the date of this document, Mr. Huang holds 1.5% equity interest in our Company. Mr. Huang is the controlling shareholder of Huizhou Bestgrand Holdings Co., Ltd. (惠州市百 利宏控股有限公司), a substantial shareholder of Phylion Battery, our non-wholly owned subsidiary.

Mr. Chen Shaopeng (陳紹鵬先生)

As at the date of this document, Mr. Chen holds 1% equity interest in our Company. For more information on Mr. Chen, please refer to the section headed “Directors, Supervisors and Senior Management – Senior Management”.

Mr. Tang Xudong (唐旭東先生)

As at the date of this document, Mr. Tang holds 1% equity interest in our Company. For more information on Mr. Tang, please refer to the section headed “Directors, Supervisors and Senior Management – Senior Management”.

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