13:01 LENOVO GROUP<00992> - Ann. & Resumption of Trading (5) additional interest at the rate of 4.5% on the amount of such cash dividend payment that was not paid when due. No additional Convertible Preferred Shares will be issued in respect of unpaid dividends. In addition, the Company is prohibited, in this event, from paying cash dividends on any junior securities, including the Shares. Redemption and repurchase The Convertible Preferred Shares are redeemable, in whole or in part, at a price equal to the Stated Value together with accrued and unpaid dividends at the option of the Company or the Convertible Preferred Shareholders at any time after the Maturity Date. In addition, the Convertible Preferred Shareholders are entitled to require the Company to make an offer to repurchase all or part of the Convertible Preferred Shares at a purchase price equal to the aggregate of 101% of the Stated Value of the Convertible Preferred Shares and 100% of the accrued and unpaid dividends upon a change of control of the Company. Conversion Each Convertible Preferred Share is convertible, at the option of the Convertible Preferred Shareholder at any time, into a number of Shares equal to the Stated Value divided by HK$2.725, subject to certain anti-dilution adjustments. Shares that are to be issued upon the conversion of the Convertible Preferred Shares will rank pari passu in all respects with the Shares in issue on the conversion date except that they will not be entitled to any rights or entitlement to dividends or distributions the record date for which precedes the conversion date. The Convertible Preferred Shares will not be listed on the Stock Exchange or any other stock exchange. However, the Company will apply for the listing on the Stock Exchange of the Shares issuable upon the conversion of the Convertible Preferred Shares. Shareholders' approval The issue of the Convertible Preferred Shares and the Shares to be issued upon the conversion of the Preferred Shares is subject to the approval by the Shareholders at the Extraordinary General Meeting. Upon the conversion of all Convertible Preferred Shares, 1,001,834,862 Shares will be issued, representing approximately 13.40% of the existing issued share capital of the Company (being 7,474,796,108 Shares in issue) and approximately 10.24% of the issued share capital as enlarged by the allotment and issue of such Shares and assuming the issue of up to 1,307,153,271 Shares to IBM upon initial closing of the IBM Acquisition (please also refer to the notes set out below to the table in the paragraph headed "Shareholding Structure" in this announcement). Transferability During the first 12 months from and after the Closing Date, the Investors are not permitted to transfer any of the Convertible Preferred Shares or Shares issuable upon conversion of the Convertible Preferred Shares. From and after the date occurring 12 months and one day after the Closing Date, except as described below, there will be no restrictions on the transfers by the Investors of the Convertible Preferred Shares or Shares issuable upon conversion of the Convertible Preferred Shares. Transfers of Convertible Preferred Shares and Shares issuable upon conversion thereof by the Investors to any person who holds, or would hold, as a result of any such transfer, more than 4.9% of the issued share capital of the Company, or, to certain designated competitors of the Company, will be restricted when it can be ascertained that the transferee meets the foregoing criteria. Designated competitors generally include any person, together with its controlled affiliates, primarily engaged in the computer business that has, together with its controlled affiliates annual consolidated gross revenues, in excess of US$1,000,000,000. Voting and other rights attaching to the Convertible Preferred Shares Each Convertible Preferred Share will be voted on an "as if" converted basis. The holder of each Convertible Preferred Share will have the right to one vote for each whole Share into which a Convertible Preferred Share is convertible at the close of business on the record date for any meeting of Shareholders at which such Convertible Preferred Shares will be voted. The holders of Convertible Preferred Shares shall have the right, when the Company proposes to issue shares at below the then current market value, to subscribe in such proposed issue for shares on the same terms as that offered by the Company to