Annual Report 2006 - ZTE

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ZTE CORPORATION ANNUAL REPORT 2006 23 CHANGES IN SHARE CAPITAL AND INFORMATION OF SHAREHOLDERS Top ten holders of shares not subject to lock-up Name of shareholder Number of shares held that are not subject to lock-up (shares) Class of shares 1. HKSCC Nominees Limited 159,643,439 H shares 2. JADE DRAGON (MAURITIUS) LIMITED 18,290,896 A shares 3. ICBC Credit Suisse Stable Growth Stock Securities 13,875,942 A shares Investment Fund 4. DEUTSCHE BANK AKTIENGESELLSCHAFT 12,699,431 A shares 5. ICBC Credit Suisse Selected and Balanced Hybrid Fund 12,096,825 A shares 6. Hunan Nantian (Group) Co., Ltd 11,431,810 A shares 7. E Fund Selective Value 8,860,354 A shares 8. China Life Insurance Company Limited — Dividends 8,208,418 A shares — Individual Dividends — 005L-FH002 Shen 9. ICBC Credit Suisse Core Value Stock Securities Investment Fund 7,009,592 A shares 10. Harvest Stable Open Fund ( ) 6,263,819 A shares Descriptions of any connected party relationships or concerted party relationships among the above shareholders 1. Among the Company’s top ten holders of shares not subject to lock-up, ICBC Credit Suisse Stable Growth Stock Securities Investment Fund (4th), ICBC Credit Suisse Selected and Balanced Hybrid Fund (6th) and ICBC Credit Suisse Core Value Stock Securities Investment Fund (10th) are managed by the same fund manager, ICBC Credit Suisse Fund Management Co., Ltd. 2. There was no connected party relationship or concerted party relationship between Zhongxingxin and (i) other top ten shareholders of the Company, or (ii) top ten holders of the shares of the Company not subject to lock-up. 3. Save for the above, the Company is not aware of any connected party relationships or concerted party relationships among the top ten shareholders and the top ten holders of shares that are not subject to lockup. Name of shareholder Agreed period of shareholding Agreed period of shareholding for strategic investors or legal persons participating in the placing of new shares N/A N/A
24 ZTE CORPORATION ANNUAL REPORT 2006 CHANGES IN SHARE CAPITAL AND INFORMATION OF SHAREHOLDERS 2. Controlling shareholder of the Company Name of controlling shareholder of the Company: Zhongxingxin Legal representative: Zhang Taifeng Date of incorporation: 29 April 1993 Registered capital: RMB100,000,000 Scope of business: production of programmed switchboard cabinets, telephones and related components, electronic products; import and export operations; treatment of toxic fumes, waste water and noise and related technical services, research and technical development of environmental protection equipment; production of continuous monitoring smoke systems. 3. The shareholders (or de facto controller) of the Company’s controlling shareholder The controlling shareholder of the Company, Zhongxingxin was jointly formed by Xi’an Microelectronics, Shenzhen Aerospace Guangyu Industrial Group Company (‘‘Aerospace Guangyu’’) and Zhongxing WXT, each holding a 34%, 17% and 49% stake in Zhongxingxin respectively. Zhongxingxin currently has 9 directors, of which 3 have been nominated by Xi’an Microelectronics, 2 by Aerospace Guangyu and 4 by Zhongxing WXT, representing 33.33%, 22.22% and 44.45% of the board of directors of Zhongxingxin respectively. Therefore, no shareholder of Zhongxingxin shall have the right to control the financial and operating decisions of the Company whether in terms of shareholding or corporate governance structure and no party has effective control over the Company. Details of these three shareholders are as follows: . Xi’an Microelectronics, a subsidiary of China Aerospace Times Electronics Corporation, is a large state-owned research institute, which was established in 1965 with an initial capital amounting to RMB198,530,000 upon its establishment. The legal representative of the institute is Mr. Zhang Junchao. It is the only specialized research institute in China which integrates and complements the research, development and production of semiconductor integrated circuits, mixed integrated circuits and computers. . Aerospace Guangyu, a subsidiary of CASIC, is a wholly state-owned enterprise established on 20 March 1984. The legal representative is Mr. Xie Weiliang and the registered capital amounts to RMB17,950,000. The scope of business includes aerospace technology products, mechanical products, electrical appliance products, apparatuses and instruments; electronic products, plastic products, chemical products, hoisting and transportation products, hardware and furniture, construction materials, magnetic materials, powder metallurgy, Chinese-manufactured automobiles (except sedans), warehousing and import and export operations. . Zhongxing WXT is a private high-technology enterprise incorporated on 23 October 1992. Its legal representative is Mr. Hou Weigui and its registered capital amounts to RMB10,000,000. The scope of business includes the development and production of telecommunications and transmission equipment, associated equipment, computer and peripheral equipment.
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Annual Report 2006 - ZTE

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