09:30 LENOVO GROUP<00992> - Announcement & Resumption (3) and minority interests was approximately US$124.63 million (HK$972.11 million) and the unaudited consolidated profits of the Company after tax and minority interests was approximately US$122.32 million (HK$954.12 million). IBM ACQUISITION On 7 December 2004, the Company and IBM entered into the Asset Purchase Agreement. The consideration to be paid by the Company is US$1.25 billion (approximately HK$9.75 billion), subject to certain adjustments (details of which are set out in the IBM Circular). At the Initial Closing on 30 April 2005, the Company paid cash consideration of US$650 million (which includes the goodwill deposit paid on 8 December 2004 and interest accrued thereon) (approximately HK$5.07 billion) and issued 821,234,569 new Shares and 921,636,459 new Non-voting Shares credited as fully paid, in each case, to IBM at the Issue Price (HK$2.675 per Share and Non-voting Share). Following Initial Closing of the IBM Acquisition on 30 April 2005, IBM holds approximately 9.9% (comprising voting Shares only) of the total enlarged issued share capital and approximately 18.9% (comprising voting Shares and Non-voting Shares) of the total enlarged issued share capital, in each case, of the Company immediately following the Initial Closing. Notwithstanding this, the Stock Exchange has deemed IBM as a connected person of the Company upon the Initial Closing under the Listing Rules. The entering into of the Asset Purchase Agreement and the allotment and issue of the Consideration Shares to IBM was approved by the Shareholders at the extraordinary general meeting of the Company held on 27 January 2005. As stated in the announcement of the Company dated 30 April 2005 and the IBM Circular, with respect to the remaining assets which have not been transferred to the Company as of the Initial Closing, they will be transferred from time to time in one or more subsequent closings to be agreed between the Company and IBM. The Company will make a further announcement when the final subsequent closing takes place and further announcements in respect of other subsequent closings, if appropriate. For further information on the Initial Closing, please refer to the announcement of the Company dated 30 April 2005. COMPANY AGREEMENT Pursuant to the Company Agreement, the Company has agreed to use its reasonable best efforts to arrange for the sale of the Excess Shares to one or more third parties or to undertake, subject to applicable laws and regulations, to repurchase the Excess Shares at a price per Excess Share not less than the higher of (i) the then prevailing market price per Share, and (ii) the Issue Price. The Company and IBM entered into an agreement entitled Amendment, Waiver and Agreement on 30 March 2005 (the "First Amendment Agreement") whereby it was agreed that if the closing of the Investment Agreement did not occur concurrently with the Initial Closing, the prior approval of the Company's Shareholders for a repurchase of the Excess Shares would be required prior to the closing of the Investment Agreement. On 29 April 2005, the Company and IBM entered into the Company Agreement Amendment No. 2 (the "Second Amendment Agreement") whereby IBM consented to the closing of the Investment Agreement without the requirement for the Company's Shareholders to first approve the Share Repurchase, thereby facilitating the Company's early closing of the Investment Agreement. In consideration, the Company agrees to the following: (i) the Company shall enter into the Repurchase Agreement; (ii) the Company shall use its reasonable best efforts to procure that the sale and purchase of the Excess Shares from IBM to the Company is approved by at least three-fourths of the votes cast by the Independent Shareholders of the Company on a poll in accordance with the applicable laws and regulations; (iii) if the Company fails to complete the Repurchase Agreement during the six-month period immediately following the Initial Closing of the IBM Acquisition, 435,717,757 voting Shares will be deemed, for the purposes of the Company Agreement, to be the Excess Shares in substitution for the 435,717,757 Non-voting Shares; and (iv) the Company shall use its reasonable best efforts to do all things necessary to obtain, prior to the closing of the Investment Agreement, written confirmation from the Executive and the Stock Exchange that the Investors and the Major Shareholder are eligible to vote in favour of the resolution of the Shareholders of the Company to approve the Repurchase Agreement and the transactions contemplated thereby and to maintain such confirmation during the term of the Repurchase Agreement. Further details of the Company Agreement are contained in the IBM Circular. Further details of the First Amendment Agreement and the