THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser. This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company nor is it calculated to invite any such offer. If you have sold or transferred all your shares in Lenovo Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. 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. Lenovo Group Limited (Incorporated in Hong Kong with limited liability) (Stock Code: 992) (1) CONNECTED TRANSACTION AND PROPOSED SHARE AND BONUS WARRANTS ISSUANCE UNDER SPECIFIC MANDATE (2) APPLICATION FOR WHITEWASH WAIVER (3) SPECIAL DEAL RELATING TO RELEVANT MANAGEMENT PARTICIPATION AND (4) NOTICE OF GENERAL MEETING Joint Financial Advisers to the Company Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A notice convening the GM of the Company to be held at Marina Room, The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Friday, 3 November 2017 at 9:00 a.m. is set out on pages GM-1 to GM-3 of this circular. A form of proxy for use at the GM is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.lenovo.com/hk/publication). A letter from the Board is set out on pages 8 to 26 of this circular and a letter from the Independent Board Committee containing its recommendations to the Independent Shareholders is set out on pages 27 to 28 of this circular. A letter from Anglo Chinese Corporate Finance, Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 29 to 48 of this circular. Whether or not you are able to attend the GM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the GM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the GM or any adjournment thereof if they so wish. Hong Kong, 16 October 2017 TABLE OF CONTENTS Page Definitions ........................................................ 1 Letter from the Board .............................................. 8 Letter from the Independent Board Committee .......................... 27 Letter from the Independent Financial Adviser .......................... 29 Appendix I – Financial Information of the Group ................. I-1 Appendix II – First Quarter Results Announcement ................. II-1 Appendix III – Reports on the First Quarter Results Announcement..... III-1 Appendix IV – General Information .............................. IV-1 NoticeofGM ..................................................... GM-1 –i– DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “Adjustment Events” (i) an alteration to the number of Shares by reason of any consolidation or subdivision; (ii) an issue (other than in lieu of a cash dividend) by the Company of Shares credited as fully paid by way of capitalization of profits or reserves; (iii) a Capital Distribution (as defined in the instrument of the Bonus Warrants) being made by the Company to the Shareholders; (iv) an offer of new Shares for subscription by way of rights or a grant of options or warrants to subscribe for new Shares at a price which is less than 90% of the Market Price (calculation as provided in the instrument of the Bonus Warrants) being made by the Company to holders of Shares (in their capacity as such); (v) an issue wholly for cash being made by the Company or any other company of securities convertible into or exchangeable for or carrying rights of subscription for new Shares, in any case the total effective consideration (as defined in the instrument of the Bonus Warrants) per new Share initially receivable for such securities is less than 90% of the Market Price (calculation as provided in the instrument of the Bonus Warrants), or the conversion, exchange or subscription rights of any such issue are modified so that the said total Effective Consideration (as defined in the instrument of the Bonus Warrants) is less than 90% of the Market Price (calculation as provided in the instrument of the Bonus Warrants); (vi) an issue being made by the Company wholly for cash of Shares (other than pursuant to any share option scheme) at a price less than 90% of the Market Price (calculation as provided in the instrument of the Bonus Warrants); and (vii) an offer or invitation by the Company to the holders of the Shares to tender for sale to the Company of Shares or a repurchase or buy-back by the Company of Shares or securities convertible into Shares or any rights to acquire Shares in circumstances where the Directors consider that it may be appropriate to make an adjustment to the exercise price of the Bonus Warrants “Announcement” the announcement of the Company dated 29 September 2017 in relation to, amongst others, the Subscription, the Specific Mandate, the Whitewash Waiver and the Relevant Management Participation –1– DEFINITIONS “associate(s)” has the meaning ascribed to it under the Listing Rules “Board” the board of Directors “Bonus Warrants” the 90,613,689 bonus warrants to be issued by the Company to the Subscriber on the Completion Date, each to subscribe for one Share “Bonus Warrants Issuance” the issuance of the Bonus Warrants by the Company to the Subscriber pursuant to the Subscription Agreement “Business Day(s)” any day(s) (excluding Saturday, Sunday and public holiday and any day on which a tropical cyclone warning signal number 8 or above is hoisted or on which a “black” rainstorm warning signal is in force between 9:00 a.m. and 5:00 p.m.) on which licensed banks in Hong Kong are generally open for business “Company” Lenovo Group Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange “Completion” completion of the Subscription in accordance with the Subscription Agreement “Completion Date” the day on which the completion of Subscription takes place, which shall be not later than the 5th Business Day after the date on which all the conditions precedent to the Subscription Agreement are fulfilled or such other date as the Company and the Subscriber may agree in writing “connected person(s)” has the meaning ascribed to it under the Listing Rules “controlling shareholder” has the meaning ascribed to it under the Listing Rules “Director(s)” director(s) of the Company “Executive” the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director –2– DEFINITIONS “Facility Agreement (SHL)” the facility agreement dated 29 September 2017 (as amended, novated, supplemented, extended or restated from time to time) entered into between SHL (as borrower), Credit Suisse AG Hong Kong Branch (as lender), Credit Suisse AG, Singapore Branch (as arranger), Credit Suisse AG, Singapore Branch (as agent) and Credit Suisse AG, Singapore Branch (as calculation agent), the proceeds of which is to be used, among other purposes, to finance the Share Subscription “Facility Agreement the facility agreement dated 29 September 2017 (as (Subscriber)” amended, novated, supplemented, extended or restated from time to time) entered into between the Subscriber (as borrower), Morgan Stanley Bank, N.A. (as lender), Morgan Stanley & Co. International plc (as arranger), Morgan Stanley Senior Funding, Inc. (as agent) and Morgan Stanley & Co. International plc (as calculation agent), the proceeds of which is to be used, among other purposes, to finance the Share Subscription “First Quarter Results the announcement of the Company dated 17 August 2017 Announcement” in relation to the first unaudited quarter results of the Group for FY2017/18 “GM” the general meeting of the Company to be held on 3 November 2017 (or any adjournment thereof) for the Independent Shareholders to consider, and if thought fit, approve, amongst others, the Subscription, the Specific Mandate, the Whitewash Waiver and the Relevant Management Participation “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Board Committee” an independent board committee established