UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ASIAINFO-LINKAGE, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
04518A104
(CUSIP Number)
with copies to:
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Eric Mok
Lenovo Group
23/F Lincoln House, Taikoo Place
979 Kings Road
Quarry Bay
Hong Kong Special Administrative Region
Peoples Republic of China
+852-2516-4819
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John D. Tishler, Esq.
Sheppard, Mullin, Richter & Hampton LLP
12275 El Camino Real
San Diego, California 92130
(858) 720-8900
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 22, 2011
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box
o
.
*The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No.
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04518A104
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Page
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2
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of
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10
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1
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NAMES OF REPORTING PERSONS
Lenovo Group Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (not applicable)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Hong Kong, Special Administrative Region of the People's Republic of China
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,465,666
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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3,465,666
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,465,666
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.63%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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+
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Calculated using the number of
outstanding shares of common stock as of September 30, 2010 reported in
the Issuers Form 10-Q filed with the U.S. Securities and Exchange
Commission on November 9, 2010.
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-2-
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CUSIP No.
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04518A104
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Page
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3
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of
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10
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1
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NAMES OF REPORTING PERSONS
Lenovo Holdings (BVI) Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (not applicable)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,465,666
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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3,465,666
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,465,666
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.63%
+
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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+
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Calculated using the number of
outstanding shares of common stock as of September 30, 2010 reported in
the Issuers Form 10-Q filed with the U.S. Securities and Exchange
Commission on November 9, 2010.
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-3-
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CUSIP No.
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04518A104
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Page
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4
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of
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10
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1
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NAMES OF REPORTING PERSONS
Lenovo Sysware Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (not applicable)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,465,666
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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3,465,666
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,465,666
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.63%
+
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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+
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Calculated using the number of
outstanding shares of common stock as of September 30, 2010 reported in
the Issuers Form 10-Q filed with the U.S. Securities and Exchange
Commission on November 9, 2010.
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-4-
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CUSIP No.
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04518A104
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Page
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5
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of
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10
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1
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NAMES OF REPORTING PERSONS
Lenovo IT Alliance Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (not applicable)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,465,666
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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3,465,666
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
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3,465,666
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.63%
+
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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+
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Calculated using the number of
outstanding shares of common stock as of September 30, 2010 reported in
the Issuers Form 10-Q filed with the U.S. Securities and Exchange
Commission on November 9, 2010.
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-5-
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CUSIP No.
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04518A104
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SCHEDULE 13D/A
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Page 6 of 10
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AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 5 (the Schedule 13D/A) amends and supplements the statement on Schedule
13D as filed on February 21, 2006 (the Original Schedule 13D), as amended on September 26, 2006
(Amendment No. 1), February 13, 2007 (Amendment No. 2), February 23, 2007 (Amendment No. 3)
and December 20, 2009 (Amendment No. 4). This Schedule 13D/A is being filed to report that as a
result of an increase in outstanding shares of common stock, $0.01 par value per share (the Common
Stock), of AsiaInfo Holdings, Inc., a Delaware corporation (the Issuer), the Common Stock
beneficially owned by the Reporting Persons (as defined herein) now represents less than five
percent (5%) of the shares of Common Stock outstanding as reported in the Issuers Form 10-Q filed
with the U.S. Securities and Exchange Commission on November 9, 2010. Accordingly, the Reporting
Persons will not be filing further amendments on Schedule 13D unless any of them becomes the
beneficial owner of more than five (5%) of the Common Stock and is required to file pursuant to
Rule 13d-1 promulgated under the Exchange Act.
The Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and
Amendment No. 4 relating to the Common Stock of the Issuer, is hereby amended to furnish the
information set forth herein. All capitalized terms contained herein but not otherwise defined
shall have the meanings ascribed to such terms in the previously filed Original Schedule 13D.
Except as indicated herein, the information set forth in the Schedule 13D remains unchanged.
This Schedule 13D/A is being filed by: (i) Lenovo Group Limited, a company organized and
existing under the laws of the Hong Kong Special Administrative Region of the Peoples Republic of
China (Lenovo); (ii) Lenovo Holdings (BVI) Limited, a corporation organized and existing under
the laws of the British Virgin Islands (Lenovo Holdings); (iii) Lenovo Sysware Limited, a
corporation organized and existing under the laws of the British Virgin Islands (Lenovo Sysware);
and (iv) Lenovo IT Alliance Limited, a corporation organized and existing under the laws of the
British Virgin Islands (Lenovo IT Alliance). Lenovo, Lenovo Holdings, Lenovo Sysware and Lenovo
IT Alliance are hereinafter sometimes collectively referred to as the Reporting Persons.
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ITEM 2.
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IDENTIFY AND BACKGROUND
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Certain information regarding members of the board of directors of Lenovo, Lenovo Holdings,
Lenovo Sysware and Lenovo IT Alliance and executive officers is set forth on Annex A, which is
incorporated by reference herein, and which amends the Original Schedule 13D. Annex A of the
Schedule 13D is amended and restated in its entirety to read as the Annex A attached to this
Amendment No. 5.
During the last five years, none of Lenovo, Lenovo Holdings, Lenovo Sysware or Lenovo IT
Alliance, or to the knowledge of Lenovo, Lenovo Holdings, Lenovo Sysware or Lenovo IT Alliance, any
of the persons named on Annex A have been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding were or are
subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Item 5
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is hereby amended and restated as follows:
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(a)-(b) Set forth in the table below is the number and percentage of shares of Common Stock of
the Issuer beneficially owned by each Reporting Person as of February 22, 2011.
-6-
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CUSIP No.
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04518A104
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SCHEDULE 13D/A
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Page 7 of 10
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NUMBER OF SHARES
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NUMBER OF SHARES
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BENEFICIALLY OWNED
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BENEFICIALLY OWNED
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WITH SOLE VOTING
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WITH SHARED VOTING
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AGGREGATE NUMBER OF
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PERCENTAGE OF CLASS
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AND DISPOSITIVE
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AND DISPOSITIVE
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SHARES
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BENEFICIALLY OWNED
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NAME
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POWER
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POWER
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BENEFICIALLY OWNED
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(1)
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Lenovo (2)
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0
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3,465,666
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3,465,666
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4.63
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%
|
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Lenovo Holdings (3)
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0
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3,465,666
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3,465,666
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4.63
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%
|
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Lenovo Sysware (4)
|
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|
0
|
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|
3,465,666
|
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3,465,666
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4.63
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%
|
|
Lenovo IT Alliance
|
|
|
0
|
|
|
|
3,465,666
|
|
|
|
3,465,666
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|
4.63
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%
|
(1) The percentages of Common Stock indicated in this table are based on the number of
outstanding shares of Common Stock as of September 30, 2010 reported in the Issuers Form 10-Q
filed with the U.S. Securities and Exchange Commission on November 9, 2010.
(2) Lenovo may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer
because Lenovo IT Alliance, which is the record owner of the shares of Common Stock, is Lenovos
indirect wholly-owned subsidiary.
(3) Lenovo Sysware may be deemed to be the beneficial owner of the shares of Common Stock of the
Issuer because Lenovo IT Alliance, which is the record owner of the shares of Common Stock, is
Lenovo Syswares wholly-owned subsidiary.
(4) Lenovo Holdings may be deemed to be the beneficial owner of the shares of Common Stock of the
Issuer because Lenovo IT Alliance, which is the record owner of the shares of Common Stock, is
Lenovo Holdings indirect wholly-owned subsidiary.
To the knowledge of the Reporting Persons, based on a review of filings made in the past three
calendar years pursuant to Sections 13 and 16 under the Securities Exchange Act of 1934, as
amended, in respect of beneficial ownership of the Issuers Common Stock, none of the other persons
named in Schedule A referenced in Item 2 above owns any Common Stock of the Issuer, other than as
reported thereon.
(e) The Reporting Persons ceased to be beneficial owners of more than five percent (5%) of the
Common Stock on July 1, 2010 upon the completion of the business combination between the Issuer and
Linkage Technologies International Holdings Limited.
-7-
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CUSIP No.
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04518A104
|
SCHEDULE 13D/A
|
Page 8 of 10
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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Dated: February 22, 2011
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LENOVO GROUP LIMITED
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/s/ Eric Mok
Name: Eric Mok
Title: Company Secretary
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LENOVO HOLDINGS (BVI) LIMITED
/s/ Eric Mok
Name: Eric Mok
Title: Company Secretary
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LENOVO SYSWARE LIMITED
/s/ Eric Mok
Name: Eric Mok
Title: Company Secretary
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LENOVO IT ALLIANCE LIMITED
/s/ Eric Mok
Name: Eric Mok
Title: Company Secretary
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-8-
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CUSIP No.
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04518A104
|
SCHEDULE 13D/A
|
Page 9 of 10
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SCHEDULE A
The following table sets forth the name, citizenship and present principal occupation or
employment, and the name, principal business and address of any corporation or other organization
in which such occupation or employment is conducted of each director and executive officer of
Lenovo, Lenovo Holdings, Lenovo Sysware and Lenovo IT Alliance.
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PRESENT PRINCIPAL
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OCCUPATION OR
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NAME
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CITIZENSHIP
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EMPLOYMENT
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BUSINESS ADDRESS
|
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Mr. Liu Chuanzhi
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Chinese
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|
Mr. Liu is the
Chairman of the
Board of Directors
and a Non-Executive
Director of Lenovo.
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|
23/F., Lincoln House, Taikoo
Place, 979 Kings Road,
Quarry Bay, Hong Kong
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Mr. Yang Yuanqing
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|
Chinese
|
|
Mr. Yang is the
Chief Executive
Officer and an
Executive Director
of Lenovo
|
|
23/F., Lincoln House, Taikoo
Place, 979 Kings Road,
Quarry Bay, Hong Kong
|
|
Mr. Zhu Linan
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|
Chinese
|
|
Mr. Zhu is a
Non-Executive
Director of Lenovo.
|
|
23/F., Lincoln House, Taikoo
Place, 979 Kings Road,
Quarry Bay, Hong Kong
|
|
Ms. Ma Xuezheng
|
|
Chinese
|
|
Ms. Ma is a
Non-Executive
Director and
Vice-Chairman of
Lenovo
|
|
23/F., Lincoln House, Taikoo
Place, 979 Kings Road,
Quarry Bay, Hong Kong
|
|
Mr. James G. Coulter
|
|
American
|
|
Mr. Coulter is a
Non-Executive
Director of Lenovo.
|
|
23/F., Lincoln House, Taikoo
Place, 979 Kings Road,
Quarry Bay, Hong Kong
|
|
Mr. William O. Grabe
|
|
American
|
|
Mr. Grabe is a
Non-Executive
Director of Lenovo.
|
|
23/F., Lincoln House, Taikoo
Place, 979 Kings Road,
Quarry Bay, Hong Kong
|
|
Dr. Wu Yibing
|
|
Chinese
|
|
Mr. Wu is a
Non-Executive
Director of Lenovo.
|
|
23/F., Lincoln House, Taikoo
Place, 979 Kings Road,
Quarry Bay, Hong Kong
|
|
Professor Woo Chia-Wei
|
|
Chinese
|
|
Professor Woo is a
Non-Executive
Director of Lenovo.
|
|
23/F., Lincoln House, Taikoo
Place, 979 Kings Road,
Quarry Bay, Hong Kong
|
|
Mr. Ting Lee San
|
|
American
|
|
Mr. Ting is a
Non-Executive
Director of Lenovo.
|
|
23/F., Lincoln House, Taikoo
Place, 979 Kings Road,
Quarry Bay, Hong Kong
|
-9-
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CUSIP No.
|
04518A104
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SCHEDULE 13D/A
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Page 10 of 10
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PRESENT PRINCIPAL
|
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|
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|
|
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OCCUPATION OR
|
|
|
|
NAME
|
|
CITIZENSHIP
|
|
EMPLOYMENT
|
|
BUSINESS ADDRESS
|
|
Dr. Tian Suning
|
|
Chinese
|
|
Dr. Tian is a
Non-Executive
Director of Lenovo.
Dr. Tian is also a
non-executive
director of the
Issuer
1
|
|
23/F., Lincoln House, Taikoo
Place, 979 Kings Road,
Quarry Bay, Hong Kong
|
|
Mr. Nicholas C. Allen
|
|
British
|
|
Mr. Allen is a
Non-Executive
Director of Lenovo
|
|
23/F Lincoln House, Taikoo
Place, 979 Kings Road,
Quarry Bay, Hong Kong
|
|
Mr. Wong Wai Ming
|
|
Chinese
|
|
Mr. Wong is a Chief
Financial Officer
of Lenovo and
director of Lenovo
Holdings, Lenovo
Sysware and Lenovo
IT Alliance
|
|
23/F., Lincoln House, Taikoo
Place, 979 Kings Road,
Quarry Bay, Hong Kong
|
|
Mr. Zhou Qingtong
|
|
Chinese
|
|
Mr. Zhou is a
director of Lenovo
Holdings, Lenovo
Sysware and Lenovo
IT Alliance.
|
|
23/F., Lincoln House, Taikoo
Place, 979 Kings Road,
Quarry Bay, Hong Kong
|
|
|
|
|
|
1
|
|
To the knowledge of the Reporting
Persons, based in part on the Form 4 filed by Dr. Tian on January 13,
2011, Dr. Tian has:
|
|
|
|
|
direct ownership of 3,037,246 shares of Common Stock of the Issuer,
|
|
|
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|
2,087,704 shares indirectly held by Jean Qin Kong, Dr. Tians wife,
|
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4,000 shares in revocable trust for the benefit of Stephanie Tian
|
|
|
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|
2,235,632 shares held through PacificInfo Limited, which is wholly
owned by Dr. Tian
|
|
|
|
|
direct ownership of 3,375 restricted stock units (including the right
to acquire Common Stock) that vest in equal installments January 13,
2012 and January 13, 2013
|
|
|
|
|
direct ownership of 2,937 restricted stock units (including the right
to acquire Common Stock) that vest in four equal annual installments
beginning July 15, 2011 and
|
|
|
|
|
indirect ownership of 741,689 shares of Common Stock through PacificInfo
Limited that are subject to a pre-paid variable delivery forward contract that
matures on May 5, 2011.
|
-10-