

Overview - ZTE Corporation plans to issue RMB 3,584 million zero-coupon convertible bonds due in 2030, which will be settled in US dollars [1][2] - The bonds will be convertible into H shares at an initial conversion price of HKD 30.25 per share [4][7] - The net proceeds from the bond issuance will be used to enhance the company's computing power product research and development [5][11] Bond Issuance Details - The bonds will be issued under a subscription agreement with the underwriters, who will agree to subscribe and pay for the bonds [2][3] - The bonds will convert into approximately 129,726,464 H shares, representing about 17.17% of the total H shares issued as of the announcement date [4][7] - The initial conversion price represents a premium of approximately 15.90% over the closing price of HKD 26.1 on the day of the agreement [7] Use of Proceeds - The estimated net proceeds from the bond issuance, after deducting related expenses, are approximately USD 494.30 million (around RMB 3,543 million) [11] - The funds will be allocated to strengthen the company's R&D in computing power products [11][12] Impact on Share Structure - The issuance of the bonds and the subsequent conversion will not require further shareholder approval, as it falls under the general mandate granted at the annual general meeting [5][14] - The conversion of the bonds will result in an increase in the total issued H shares, affecting the company's equity structure [10][14] Regulatory Compliance - The company has obtained the necessary approvals from the National Development and Reform Commission for the bond issuance [19] - The company will apply for the listing of the bonds and the conversion shares on the Hong Kong Stock Exchange [19][20]