Lenovo 2012 Annual Report Download - page 95

2011/12 Annual Report Lenovo Group Limited 93
Directors’ Interests (continued)
Interests in the shares and underlying shares of the Company (continued)
Notes:
1. Shareawardsrepresentunderlyingsharesconvertibleintoordinaryshares.Detailsofshareawardsaresetoutunderthesection“Long-Term
IncentiveProgram”ofCompensationCommitteeReportsectiononpage64ofthisreport.
2. The approximate percentage of interests is based on the aggregate nominal value of the shares/underlying shares comprising the interests held
as a percentage of the aggregate nominal value of all the issued share capital of the Company of the same class immediately after the relevant
event and as recorded in the register maintained under section 352 of the SFO.
3. The shares are held by Sureinvest Holdings Limited and Mr. Yang Yuanqing holds more than one-third of the issued share capital of Sureinvest
Holdings Limited. Therefore, Mr. Yang is taken to have an interest in 800,000,000 shares under the SFO and such interest is also reported
underthebelowsectionheaded“SubstantialShareholders’andOtherPersons’Interests”
Save as disclosed above, as at March 31, 2012, none of the directors or chief executive of the Company or their associates had
any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporations (within
the meaning of Part XV of the SFO) as recorded in the register maintained by the Company under section 352 of the SFO or as
otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
Directors’ Rights to Acquire Shares or Debentures
Share Option Scheme
At the extraordinary general meeting of the Company held on March 25, 2002, the shareholders of the Company approved the
adoptionofanewshareoptionscheme(“NewOptionScheme”)andtheterminationoftheoldshareoptionscheme(“OldOption
Scheme”).AlthoughnofurtheroptionsmaybegrantedundertheOldOptionScheme,allremainingprovisionswillremaininforce
to govern the exercise of all the options previously granted.
1. Old Option Scheme
The Old Option Scheme was adopted on January 18, 1994 and was terminated on April 26, 2002. The Old Option Scheme
was designed to provide qualified employees with appropriate incentives linked to share ownership. Only employees, including
directors, of the Group could participate in the Old Option Scheme. Total number of options must not exceed 10% of the
issued share capital of the Company. The maximum entitlement of any individual participant thereunder must not exceed 2.5%
of the shares in issue. The exercise price for options was determined based on not less than 80% of the average closing
price of the listed ordinary shares for the 5 trading days immediately preceding the date of grant. Options granted were
exercisable at any time during a period of 10 years.
As at March 31, 2012, no share options were outstanding under the Old Option Scheme.
2. New Option Scheme
(a) Purpose
The New Option Scheme became effective on April 26, 2002. It serves as a way of providing incentives to and attracting
qualified participants for better performance of the Group by allowing them to participate in increases in the value of the
Company.
(b) Qualified participants
1. (i) any employee or officer, executive or non-executive director (or persons proposed to be appointed as such)
of the Group;
(ii) any consultant, professional or other adviser to the Group;
(iii) any director, executive and senior officer of any associated company of the Company; and
(iv) the trustee of any trust pre-approved by the directors of which the beneficiary (or in case of discretionary
trust, the discretionary objects) include any of the above-mentioned persons; and
2. (i) any customer, supplier, agent, partner, distributor, professional or other advisers of, or consultants or
contractors to, the Group; and
(ii) the trustee of any trust pre-approved by the directors of which the beneficiary (or in case of discretionary
trust, the discretionary objects) include any of the above-mentioned persons.
(c) Maximum number of shares
As at March 31, 2012, the maximum number of ordinary shares available for issue under the New Option Scheme is
92,661,051 shares, representing approximately 0.9% of the issued share capital of the Company as at the date of this
report.