13:03     LENOVO GROUP<00992> - Ann. & Resumption of Trading (8)              

    an "in the money" value equal to the balance of the Exercise Price for    
    such Shares (after taking into account the cash payment of the nominal    
    value of such Shares). A Warrant's "in the money value" is the excess,    
    if any, of the current market price for a Share over the Exercise         
    Price. Upon surrender of such Warrants and cash, the Warrantholder will   
    become entitled to receive the specified number of Shares. For example,   
    if the exercise price of the Warrant is HK$2.725, and the market price    
    of one Share is HK $4.725, the "in-the-money value" of the Warrant        
    would be HK $2.00, and could be used to pay a portion of the exercise     
    price.                                                                    
                                                                              
    The Exercise Price must be paid in cash. However, the Investors will be   
    entitled to pay the portion of the Exercise Price in excess of the        
    nominal value of HK$0.025 per Share using the in-the-money value of       
    other Warrants. Hence, the aggregate amount of cash which the Company     
    will receive upon full exercise of the Warrants cannot be ascertained     
    as at the date of this announcement.                                      
                                                                              
    Exercise                                                                  
                                                                              
    The subscription rights attaching to the Warrants may be exercised, in    
    whole or in part, at any time from the Closing Date until the Expiry      
    Date.                                                                     
                                                                              
    Shares that are to be issued upon the exercise of the subscription        
    rights attaching to the Warrants will rank pari passu in all respects     
    with the Shares in issue on the exercise date except that they will not   
    be entitled to any rights or entitlement to dividends or distributions    
    the record date for which precedes the exercise date. Application will    
    be made to the Stock Exchange for the listing of, and permission to       
    deal in, the Warrant Shares to be allotted and issued upon the exercise   
    of the subscription rights attaching to the Warrants.                     
                                                                              
    Shareholders' approval                                                    
                                                                              
    The issue of the Warrants and the Warrant Shares to be issued upon the    
    exercise of the subscription rights attaching to the Warrants are         
    subject to the approval by the Shareholders at the Extraordinary          
    General Meeting.                                                          
                                                                              
    Upon the exercise of the subscription rights attaching to the Warrants    
    in full, 237,417,474 Shares will be issued, representing approximately    
    3.18% of the existing issued share capital of the Company and             
    approximately 2.63% 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 closing of the IBM Acquisition.          
                                                                              
    Transferability                                                           
                                                                              
    During the first 12 months from and after the Closing Date, the           
    Investors are not permitted to transfer any of the Warrants or the        
    Warrant Shares. From and after the date occurring 12 months and one day   
    after the Closing Date, there will be no restrictions on the transfers    
    of the Warrants or Warrant Shares by the Investors, except as described   
    below.                                                                    
                                                                              
    Subject to exceptions described below, during the first three years       
    after the Closing, Investors' transfers of Warrants to third parties in   
    private transactions will be subject to a right of first refusal on the   
    part of the Company, while transfers pursuant to market transactions      
    and those effected through brokers will be subject to the Company's       
    right of first offer. Transfers of Warrants among Investors will not be   
    subject to these rights.                                                  
                                                                              
    In addition, transfers of Warrants and Warrant Shares 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 purchaser 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 of the Warrantholders                             
                                                                              
    The Warrantholders shall not have any right to attend or vote at any      
    general meeting of the Company by virtue of holding the Warrants. The     
    Warrantholders 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 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