13:02     LENOVO GROUP<00992> - Ann. & Resumption of Trading (7)              

    If the Board shall determine in good faith that nomination of any         
    individual designated by an Investor for election to the Board would      
    not be consistent with the fiduciary duties of the Board, the Investor    
    shall have the right to designate a new individual for nomination for     
    election to the Board. The Company is required to cause individuals       
    nominated by Investors to be elected to the Board, including placing      
    such individuals on the slate of nominees recommended for election and    
    soliciting proxies for the election of such individuals. If individuals   
    nominated by the Investors are not elected to the Board, the Company      
    must use its reasonable best efforts to cause a director to resign and    
    to be elected in place of such a director an individual nominated by      
    the Investors.                                                            
                                                                              
    For so long as any Investor is entitled to designate an individual for    
    election to the Board, at least one such individual who is appointed as   
    a Director shall be appointed as a member of each committee of the        
    Board. In the event that the Listing Rules prohibit the appointment of    
    any such Director to a committee of the Board, such Director nominated    
    by the Investor shall be permitted to attend each such committee          
    meetings as an observer. Pursuant to the Investment Agreement, the        
    Investors and their representatives undertake confidentiality             
    obligations to the Company (under which they cannot disclose any such     
    confidential information to the public), which would apply to board       
    observers. In addition, the Investors agree to use any such information   
    only in connection with their investment in the Company, their rights     
    and obligations under the Investment Agreement, and the rights and        
    duties of their nominees as Directors.                                    
                                                                              
                                                                              
    PRINCIPAL TERMS OF THE WARRANTS                                           
                                                                              
    Issuer                                                                    
                                                                              
    The Company                                                               
                                                                              
    Number of Warrants                                                        
                                                                              
    Warrants conferring rights to subscribe for up to a total of              
    237,417,474 Warrant Shares at an initial Exercise Price of HK$2.725 per   
    Share, subject to certain anti-dilution adjustments.                      
                                                                              
    Status                                                                    
                                                                              
    The Warrants will be constituted by a deed poll to be executed by the     
    Company at Closing. The Warrants will not be listed on the Stock          
    Exchange or any other stock market.                                       
                                                                              
    Form                                                                      
                                                                              
    The Warrants will be issued in registered form. Definitive certificates   
    will be issued to the Investors as holders of the Warrants.               
                                                                              
    The Issue Price and Exercise Price                                        
                                                                              
    The Warrants are to be issued in conjunction with the Convertible         
    Preferred Shares and there is no separate issue price for the Warrants.   
                                                                              
    Each Warrant carries the right to subscribe for one Warrant Share at      
    the initial Exercise Price of HK$2.725, subject to certain                
    anti-dilution adjustments. The initial Exercise Price was determined at   
    arm's length between the Investors and the Company on the basis of the    
    share price of the Shares at the time of negotiation, expectations on     
    the future share price performance of the Company and the Investors'      
    consideration of the prospects of the Group at the time of negotiation.   
                                                                              
    The initial Exercise Price represents a premium of 6.86% compared to      
    the closing price of the Shares of HK$2.55 as quoted on the Stock         
    Exchange on 24 March 2005, being the latest closing price before the      
    date of the Investment Agreement, a premium of 9.66% compared to the      
    average closing prices of the Shares of HK$2.485 for the five             
    consecutive trading days up to and including 24 March 2005, a premium     
    of 9.99% compared to the average closing prices of the Shares of          
    HK$2.4775 for the ten consecutive trading days up to and including 24     
    March 2005, a premium of 16.70% compared to the average closing prices    
    of the Shares of HK$2.335 for the thirty consecutive trading days up to   
    and including 24 March 2005, and a premium of 20.93% compared to the      
    average closing prices of the Shares of HK$2.253 for the sixty            
    consecutive trading days up to and including 24 March 2005.               
                                                                              
    An Investor wishing to exchange Warrants pursuant to this right will      
    deliver a notice to the Company, stating the number of Shares for it      
    wishes to subscribe, accompanied by cash in an amount equal to the        
    nominal value of such number of Shares, together with Warrants having