ZTE CORPORATION Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
中興通訊股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 763)To meet the needs of its business development, Nubia Technology Limited* (努比亞技術有 限公司) ("Nubia" or the "Target Company"), a subsidiary of ZTE Corporation (the "Company"), has proposed to enlarge its share capital and bring in 蘇寧潤東股權投資管理 有限公司 ("Suning Rundong" or the "Investor"). The Company will waive the preemptive right of subscription and capital contribution to the share capital increase of Nubia (the "Capital Increase").
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General information of Nubia
General information of Nubia prior to the transaction is set out as follows:
Name of company:
Nubia Technology Limited*
Date of establishment:
12 September 2001
Address:
Levels 6-8 and Levels 10-11, Zone A, Level 6, Zone B and Levels 6-10 Zone C, Dazu Chuangxin Building, No. 9018 Beihuan Avenue, Gaoxin Area, Nanshan New District, Shenzhen (深圳市南山區高新區北環大道 9018 號大族創新大廈 A 區 6-8 層, 10-11 層, B 區 6 層, C 區 6-10 層)
Registered capital:
RMB79,166,000
Principal businesses:
Scope of general operations: R&D, sales, maintenance and provision of related advisory services in respect of communications products and handsets (excluding franchised, state-controlled and monopolised merchandise); R&D of earphones and chargers for handsets; import and export businesses (with the exception of items prohibited by laws,
administrative regulations and State Council decisions and subject to the obtaining of licences in case of restricted items). Scope of licensed operations: production and maintenance of communications products and handsets, production of earphones and chargers for handsets; assembly of handset batteries; information services (for the Internet information service business only and subject to a business licence expiring on 22 November 2017 in the case of the value-added telecommunication business)
Shareholding structure:
ZTE Corporation (90%); 萍 鄉 市 英 才 投 資 諮 詢 有 限 公 司
("Yingcai Investment", together with the Company , the "Existing Shareholders") (10%).
Nubia is a subsidiary reported in the consolidated financial statements of the Company. Major financial data of Nubia for the past three years and the most recent period are set out as follows:
Unit: RMB in ten thousands
Item
2012
(Audited)
2013
(Audited)
2014
(Audited)
Eleven months ended 30 November 2015 (Unaudited)
Operating revenue
304, 824
277, 504
432, 182
521, 561
Operating profit
27, 287
18, 850
20, 641
19, 447
Net profit
28, 188
20, 671
25, 208
24, 913
Net cash flows from operating activities
-22, 715
30, 225
36, 913
-60, 642
Item
At 31 December
2012
(Audited)
At 31 December
2013
(Audited)
At 31 December
2014
(Audited)
At 30 November
2015
(Unaudited)
Net assets
86, 850
107, 824
133, 032
151, 038
Total assets
176, 596
245, 110
344, 031
390, 747
Total liabilities
89, 745
137, 287
210, 999
239, 709
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General information of the Investor
The Investor of the Capital Increase is 蘇寧潤東股權投資管理有限公司, the general information of which is set out as follows:
Name of company: 蘇寧潤東股權投資管理有限公司 Nature of company: Limited liability CompanyLegal representative: Yang Yang(楊洋)
Business license number: 91310000MA1FLOK8XL Date of establishment: 16 November 2015Registered address: Room 403-22, No. 14, Lane 1502, Luoshan Road, China (Shanghai) Trial Free Trade Zone (中國（上海）自由貿易試驗區羅山路 1502 弄 14 號 403-22 室)
Registered capital: RMB50,000,000 Principal businesses: investment consultation and investment managementMajor shareholders: Suning Holdings Group Limited*( 蘇 寧 控 股 集 團 有 限 公 司 ) (percentage of shareholding: 70%)
As the above Investor, its shareholders, directors, supervisors and senior management is a connected party of the Company or its top ten shareholders, the Capital Increase does not constitute a connected transaction or a material asset reorganisation under "Measures for the
Administration of Material Asset Reorganisations of Listed Companies"* 《(
產重組管理辦法》).
- General information of the Capital Increase
上市公司重大資
The Company, Yingcai Investment, Nubia and the Investor entered into the "Agreement in relation to the Capital Increase of and Strategic Investment in Nubia Technology Limited*" on 30 December 2015 (the "Investment Agreement"), pursuant to which the Investor will subscribe for the Capital Increase of Nubia with capital contributions of RMB1,930 million in cash. Upon completion of the Capital Increase, the Company, Yingcai Investment, the Investor will hold 60.00%, 6.67% and 33.33% equity interests in Nubia, respectively. Yingcai Investment has agreed to waive its preemptive rights of subscription and capital contribution in respect of the Capital Increase proposed by Nubia. The major terms of the Investment Agreement are as follows:
Subject of transaction and transaction price: the Investor shall invest RMB1,930 million (the "Investment Amount") in the Capital Increase to subscribe for 33.33% equity interests in Nubia, of which RMB39,582,300 shall be credited to the registered capital and the remaining RMB1,890,417,700 will be credited to the capital reserve of Nubia.
Settlement of the Investment Amount and precedent conditions to settlement: following the fulfillment in full of conditions precedent to closing as stipulated in the Investment Agreement, Nubia and the Existing Shareholders shall forthwith sign a letter certifying the fulfillment of conditions precedent to closing with documents evidencing such fulfillment attached thereto and, unless the Investor expresses disapproval in writing in a manner compliant with the provisions of the Investment Agreement, the conditions precedent to closing shall be deemed to have been fulfilled as from the date on which Nubia and the Existing Shareholders signed the aforesaid letter certifying the fulfillment of conditions precedent to closing. Within one month after the execution of the aforesaid certifying letter, the Investor shall settle the first instalment of the Investment Amount in accordance with the Investment Agreement. Within 10 working days after the settlement of the first instalment of the Investment Amount, Nubia shall start processing the registration of change with the industrial and commercial administration authorities in respect of the investment, and the Investor shall offer cooperation as necessary. The Investor shall settle the balance of the Investment Amount as stipulated in the Investment Agreement after receipt of the business licence indicating such registration of change in respect of the investment from the Target Company.
Corporate governance of Nubia: Following the completion of the Capital Increase, the board of directors of Nubia shall comprise 7 directors, 4 of which shall be appointed by the Company, 2 by the Investor and 1 by Yingcai Investment. The chairman of the board of directors shall be a director appointed by the Company. Ordinary resolutions of the board of directors shall required the approval of one half or more of all directors, provided that matters including but not limited to significant changes to the principal business of Nubia shall require the approval of three quarters or more of directors attending the meeting (including the approval of director(s) appointed by the Investor).
Rights of the Investor: Pursuant to the Investment Agreement, the Investors shall be entitled to rights including the preemptive rights, right of co-sale, anti-dilution rights, right to request for a qualified IPO, right of sale and senior right to liquidation.
（1） Preemptive Rights. In the event of re-financing of the Nubia, the Investor shall enjoy the same preemptive rights as the Existing Shareholders to purchase additional shares. If any of the shareholders of Nubia proposes to sell its shareholding in Nubia, the remaining shareholders including the Investor shall have the preemptive right to purchase such shares. Preemptive Rights shall not be applicable to the shares issued due to any employee share incentive scheme as approved by the Investor.
（2） Right of Co-sale. If any of the Existing Shareholders of Nubia decides to sell any of its shareholding in Nubia, the Investor shall have the right of co-sale to participate in such sale on the same terms and conditions of part of all of its shareholding in Nubia. The right of co-sale shall not be applicable to transfers to connected parties by the Existing Shareholders of the Target Company owing to internal requirements of the Group and the transfer of equity interests under employee incentive schemes with the approval of the Investor.
（3） Anti-Dilution Rights. Unless otherwise approved by the Investor in writing of a lower New Issue Price, if Nubia issues any new shares, convertible bonds or any options at a lower new issue price, the Investor shall have the rights to further obtain shares issued by Nubia at the price stipulated in the Investment Agreement. Such Rights are not applicable for the shares issued due to any employee share incentive scheme as approved by the Investor.
（4） Right to Request for a Qualified IPO. If the Target Company fulfills the financial requirements for a Qualified IPO and the Investor proposes a request for an IPO but such request is refused by the Existing Shareholders, the Investor shall have the right to require the Existing Shareholders who refused the IPO request to purchase such shares of the Target Company held by the Investor.
（5） Right of sale. If Nubia fails to conduct a Qualified IPO within the period stipulated in the Investment Agreement, and an independent third party not related to the Investor is willing to acquire the equity interests in Nubia in full for a reasonable valuation, and the Investor notifies other shareholders in writing that it agrees to accept the offer
ZTE Corporation issued this content on 2015-12-31 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-30 23:21:02 UTC
Original Document: http://wwwen.zte.com.cn/en/about/investor_relations/announcement/201512/P020151231255325547307.pdf
