13:02     LENOVO GROUP<00992> - Ann. & Resumption of Trading (6)              

    other subscribers, unless such shares are being (1) sold as part of an    
    underwritten offering at a price of no less than 97% of the then          
    current market value (which is intended to reflect customary              
    underwriting discounts and commissions paid to the underwriters in such   
    offerings), (2) issued as part of a share dividend, (3) issued as part    
    of a reclassification of the Company's securities, or (4) issuance in     
    connection with an employees benefit plan approved by the Company's       
    Board. In addition, the conversion price for the Convertible Preferred    
    Shares will be adjusted to account for stock dividends, stock splits,     
    reclassifications and below market issuances in which a holder elects     
    not to participate.                                                       
                                                                              
    A comparison of the respective rights of the holders of the Convertible   
    Preferred Shares and the holders of Shares is set out below:              
                                                                              
      Convertible Preferred Shares  Shares                                    
                                                                              
    Voting  Vote on an "as if" converted basis   One vote per Share           
      with the Shares                                                         
                                                                              
    Dividends  Entitled to quarterly cumulative   Entitled to dividends       
    when, as   dividend at a rate of 4.5% subject to   and if declared by     
    the Company  additional dividends if such dividend                        
      is not paid when due                                                    
                                                                              
    Anti-Dilution  Contains anti-dilution protections  No anti-dilution       
    protections   (see Note A below)  unless subject to contractual pre-      
        emptive rights                                                        
                                                                              
    Conversion  Convertible into Shares  Not convertible                      
      (see Note B below)                                                      
                                                                              
    Preference  Preferential dividend and liquidation   No right to           
    preferential   payments  payments                                         
                                                                              
    Ranking  Ranks senior to Shares  Ranks junior to Convertible              
        Preferred Shares                                                      
                                                                              
                                                                              
    Notes:                                                                    
                                                                              
    A.  Including downward adjustments of the conversion price in the event   
    that at any time after the original issuance of the Convertible           
    Preferred Shares, the Company (1) pays a dividend or other distribution   
    on the Shares, such dividend payable in whole or in part, in Shares,      
    (2) subdivides any of its outstanding Shares into a greater number of     
    Shares, (3) distributes certain special dividends in the form of          
    evidence of its indebtedness or assets to holders of Shares, subject to   
    certain exception, (4) issues its shares below market price, (5)          
    distributes cash dividends that exceed a specified formula, (6)           
    reclassifies its Shares into securities other than Shares.                
                                                                              
    B.  Convertible into Shares at a conversion price equal to HK$2.725 per   
    Share, subject to certain adjustments in accordance with the              
    anti-dilution provisions described above.                                 
                                                                              
    Board composition and representation                                      
                                                                              
    During the period commencing on the Closing Date and ending on the        
    third anniversary of the Closing Date, the Board shall consist of no      
    more than 12 Directors, of whom four shall be independent non-executive   
    directors and at least two shall be members of the management of the      
    Company.                                                                  
                                                                              
    TPG shall be entitled to designate a total of two individuals for         
    election to the Board, which after three years from the Closing Date,     
    may be reduced to one individual at the option of the Company. Subject    
    to the foregoing right of the Company, TPG shall be entitled to           
    designate two such individuals for so long as TPG and the Newbridge       
    Capital Group, taken together, beneficially own at least 50% of the       
    number of Convertible Preferred Shares (or Shares issuable upon           
    conversion of the Convertible Preferred Shares) issued to them on the     
    Closing Date. For so long as TPG and the Newbridge Capital Group, taken   
    together, beneficially own 25% of the number of Convertible Preferred     
    Shares (or Shares issuable upon conversion of the Convertible Preferred   
    Shares) issued to them on the Closing Date, TPG shall be entitled to      
    designate one such individual.                                            
                                                                              
    The General Atlantic Group shall be entitled to designate one             
    individual for election to the Board for so long as the General           
    Atlantic Group beneficially owns 50% of the number of Convertible         
    Preferred Shares (or Shares issuable upon conversion of the Convertible   
    Preferred Shares) issued to the General Atlantic Group on the Closing     
    Date.