Annual Report 2006 - ZTE

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ZTE CORPORATION ANNUAL REPORT 2006 25 CHANGES IN SHARE CAPITAL AND INFORMATION OF SHAREHOLDERS The following diagram shows the shareholding relationships between the above units and the Company as at 31 December 2006: 4. Number of shares held by shareholders subject to lock-up and terms of lock-up (1) Time for listing and trading of shares subject to lock-up Number of Time for listing and trading additional shares to be listed and traded upon expiry of lock-up (shares) Balance of shares subject to lock-up (shares) Balance of shares not subject to lock-up (shares) 29 December 2006 110,819,869 310,982,741 110,819,869 29 December 2007 47,976,083 263,006,658 158,795,952 29 December 2008 263,006,658 — 421,802,610
26 ZTE CORPORATION ANNUAL REPORT 2006 CHANGES IN SHARE CAPITAL AND INFORMATION OF SHAREHOLDERS (2) There were nine shareholders of the Company subject to lock-up, the shareholding and lock-up conditions of which are set out as follows: Number of additional shares to be listed and traded (shares) No Name of shareholders subject to lock-up Shares held subject to lock-up Time for listing and trading Lock-up terms 1 Zhongxingxin 358,958,824 29 December 2006 47,976,083 Notes 1, 2 29 December 2007 47,976,083 and 3 29 December 2008 263,006,658 2 Jade Dragon (Mauritius) Limited 18,290,896 29 December 2006 18,290,896 Notes 2 & 3 3 Hunan Nantian (Group) Co., Ltd 11,431,810 29 December 2006 11,431,810 Notes 2 & 3 4 Lishan Microelectronics Corporation 5,520,180 29 December 2006 5,520,180 Notes 2 & 3 5 CASIC Shenzhen (Group) Company, Limited 5,520,180 29 December 2006 5,520,180 Notes 2 & 3 6 Shaanxi Telecommunications Industrial Company 5,520,180 29 December 2006 5,520,180 Notes 2 & 3 7 China Mobile Telecommunications No. 7 5,520,180 29 December 2006 5,520,180 Notes 2 & 3 Research Institute 8 Jilin Posts and Telecommunications Equipment 5,520,180 29 December 2006 5,520,180 Notes 2 & 3 Company 9 Hebei Telecommunications Equipment Company, Limited 5,520,180 29 December 2006 5,520,180 Notes 2 & 3 Note 1: The following undertakings relating to the Share Reform Plan were made by Zhongxingxin, the largest shareholder of the Company, in the Revised Share Reform Plan of ZTE Corporation announced on the designated website for information disclosure on 23 November 2005. Statutory undertakings: to comply with the laws, regulations and rules and perform its statutory obligations, namely not to transfer or trade the listed shares converted from the previously non-circulating shares of the Company held by it within 12 months following the implementation date of the Share Reform Plan; and not to sell its original Non-circulating Shares amounting to more than five per cent (5%) of the total share capital of the Company by way of trading subsequent to their listing on the Shenzhen Stock Exchange within 12 months and not to sell more than ten per cent (10%) within 24 months after the above lock-up period. Special undertakings: Where Zhongxingxin sells its shares during the period from the 13th month to the 24th month after such shares have been granted the right of listing and circulation on the Shenzhen Stock Exchange, the price at which the shares are sold shall not be less than RMB30.76 per share, which is 115% of the mathematical average of the closing prices of its A shares for the 60 trading days prior to the initial announcement made by the directors of the Company regarding the Share Reform Plan, that is, RMB26.75 per share (such price to be calculated on an ex-rights basis and net of any dividends, bonus issues and capitalisation of capital reserve during the period from the implementation date of the Share Reform Plan to the date of sale). The proceeds from any sale by Zhongxingxin in breach of such undertaking shall be reverted to the Company’s account for the benefit of all shareholders of the Company. The price of ‘‘RMB30.76’’ specified in the special undertaking by Zhongxingxin set out above has been adjusted to ‘‘RMB30.51’’ following the implementation of the 2005 profit distribution plan of the Company on 14 July 2006. Note 2: The listed shares converted from the previously Non-circulating shares of the Company held by such shareholder shall not be traded or transferred within 12 months following the implementation date of the Share Reform Plan. Note 3: Please refer to the Indicative Announcement on the Unlocking of Shares of ZTE Corporation published by the Company on the designated website for information disclosure on 25 December 2006 for details.
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Annual Report 2006 - ZTE

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