09:31 LENOVO GROUP<00992> - Announcement & Resumption (6) TPG - - 1,560,000 Convertible 572,477,064 6.2% 0% 5.8% Preferred Shares General Atlantic Group - - 780,000 Convertible 286,238,532 3.1% 0% 2.9% Preferred Shares Newbridge Capital Group - - 390,000 Convertible 143,119,266 1.5% 0% 1.5% Preferred Shares Directors 53,980,000 Shares 0.6% 53,980,000 Shares 53,980,000 0.6% 0.6% 0.6% Public 3,195,764,137 Shares 34.6% 3,195,764,137 Shares 3,195,764,137 34.3% 36.4% 32.6% 100.0% 9,300,513,539 100% 100% 100% As at 3 May 2005 Percentage of total issued share capital Immediately upon the full conversion of the Convertible Preferred Shares (after closing of the Share Repurchase) assuming no exercise of Warrants Immediately upon the full conversion of the Convertible Preferred Shares (after closing of the Share Repurchase) and full exercise of Warrants SOURCE OF FUNDING The funds required for the Share Repurchase, of approximately US$152,221,909 (approximately HK$1,187,330,888), will be financed out of the proceeds of US$350,000,000 (approximately HK$2,730,000,000) from the issue of the Convertible Preferred Shares and the Warrants to the Investors pursuant to the Investment Agreement. Closing of the Share Repurchase is conditional, among other things, upon closing of the Investment Agreement. As the Initial Closing occurred prior to the closing of the Investment Agreement, the Company will use a portion of the proceeds raised pursuant to the Investment Agreement to fund the repurchase of the Excess Shares issued to IBM in lieu of cash consideration. The Company believes that the financing of the Share Repurchase will not have any adverse impact on the financial position of the Company. INFORMATION ON THE COMPANY The principal activity of the Company is investment holding. Since the closing of IBM Acquisition, the principal activity of the Group is provision of desktop and notebook computers in worldwide markets. The Group also provides information technology products including mobile handsets, servers, peripherals and digital entertainment products in the PRC. The terms of the Share Repurchase were negotiated at arm's length between the Company and IBM. The Directors consider that the Share Repurchase is in the best interests of the Company. INFORMATION ON IBM IBM is the largest supplier of "hardware", "software" and information technology services, and pioneered the development and implementation of "e-business" solutions. Over the past decade, IBM has been a leader in the information technology market's shift of focus from selling hardware, software, and services, to the creation of solutions to clients' business problems. The common stock of IBM is listed on the New York, Chicago and Pacific stock exchanges and on other exchanges in the USA and around the world. SHARES REPURCHASE CODE IMPLICATIONS Pursuant to Rule 2 of the Share Repurchase Code, the Share Repurchase must be approved by the Executive. The Share Repurchase is also conditional upon the approval by at least three-fourths of the votes cast on a poll by disinterested shareholders present in person or by proxy at the EGM. In accordance with the Share Repurchase Code, IBM and its concert parties are required to abstain from voting in respect of the Share Repurchase. All disinterested shareholders within the meaning of the Share Repurchase Code are eligible to vote. The Company, the Major Shareholder and the Investors will approach the SFC to determine whether or not the Major Shareholder and the Investors will be eligible to vote at the EGM. GENERAL Following the Initial Closing, the Share Repurchase also constitutes a