2012 Annual Report - ZTE

ZTE CORPORATIONMaterial MattersBased on the results of offline bid placing to institutional investors conducted on 12 June 2012 and followingagreement between the Company and the co-lead underwriter, the issue size was finalised at RMB6 billion,comprising an initial issue size of RMB4 billion and an additional allotment size of RMB2 billion, respectively. Thecoupon interest rate for the Issue was finalised at 4.20%, which would remain fixed and unchanged throughoutthe subsisting period of the bonds. Interests on the corporate bonds under the Issue are accruable from 13 June2012, and the interest accrual period shall be commence on 13 June 2012 and end on 12 June 2015. Interestaccrued for each year from 2013 to 2015 shall be payable on 13 June of the following year or, if such date isa statutory festival or holiday or rest day, the first business day immediately following that date. No interest isaccruable on the amount of each interest payment. Interest under the Issue shall be calculated annually on thebasis of simple interest instead of compound interest. Interest payment will be made once each year and theprincipal amount will repaid in a one-off payment upon maturity. The last interest payment shall be made togetherwith the principal repayment.The Company conducted an online offering to public investors on 13 June 2012 based on the aforesaid couponinterest rate (issue code: “101696”; abbreviated name: “12 中 興 01”). During the period from 13 June 2012 to 15June 2012, the issue was made offline to institutional investors. The Issue was closed on 15 June 2012, with afinal actual issue volume of RMB200 million for the online portion and RMB5,800 million for the offline portion,accounting for 3.33% and 96.67% of the final total issue volume, respectively.Corporate bonds under the Issue were listed on Shenzhen Stock Exchange on 16 July 2012 under the bond code“112090” and the abbreviated bond name “12 中 興 01”.For details of the aforesaid matter, please refer to the “Announcement of Resolutions of the Twenty-sixth Meetingof the Fifth Session of the Board of Directors”, the “Announcement of Resolutions of the First Extraordinary GeneralMeeting of 2012”, the “Announcement of Examination and Approval by the Issue Examination Committee underChina Securities Regulatory Commission of the Company’s Application for the Issue of Corporate Bonds” and the“Announcement of Approval by China Securities Regulatory Commission of the Issue of Corporate Bonds to thePublic” published by the Company on 8 March 2012, 11 April 2012, 11 May 2012 and 6 June 2012, respectively, andthe “Overseas Regulatory Announcement” published on 10 June, 12 June, 17 June and 11 July 2012, respectively.2. Top ten bond holders and their holdingsAs at 31 December 2012, there were 97 holders of Corporate Bonds of the Company, the top ten of which wereas follows:No. Name of Corporate Bond holdersNumber ofbonds heldBond holdingratio1 China Merchants Bank Co., Ltd. 10,000,000 16.67%2 Industrial and Commercial Bank of China Limited 9,300,000 15.50%2 China Construction Bank Corporation 9,300,000 15.50%4 Bank of Communications — ICBC Credit Suisse Pure Bond6,000,000 10.00%Fixed-term Open-ended Bond Fund5 National Social Insurance Fund 204 Portfolio 2,700,000 4.50%6 Agricultural Bank of China — Penghua Jingang Capital2,249,960 3.75%Preservation Mixed Fund7 China Construction Bank — Penghua Harvest Bond Fund 2,000,000 3.33%8 China Merchants Bank — BOC Stable Profit and Dividend Bond1,926,320 3.21%Fund9 Industrial and Commercial Bank of China — BOC Stable Profit1,765,070 2.94%Increment Bond Fund10 National Social Insurance Fund 409 Portfolio 1,000,000 1.67%10 Industrial and Commercial Bank of China Limited CorporateAnnuity Plan — China Construction Bank1,000,000 1.67%74