ZTE Corporation (00763) plans to issue approximately 3.584 billion US dollar-denominated zero-coupon H-share convertible bonds due in 2030 under the general mandate.

ZTE Corporation (00763) announced on July 28, 2025 (after trading hours) that the company entered into a subscription agreement with the agents (CITIC Securities International, China Securities Co., Ltd. (International) Financing Co., Ltd.), under which the company agreed to issue bonds in the amount of RMB 3.584 billion to the agents or their designated persons. The agents individually and not jointly agreed to subscribe and pay for the bonds, or to facilitate the subscription and payment of the bonds by subscribers, subject to certain conditions as set out in the subscription agreement. Assuming that all the bonds are converted at the initial conversion price of HK$30.25 per H share, the bonds would be converted into approximately 130 million H shares, representing approximately 14.65% of the company's enlarged issued H share capital and approximately 2.64% of the company's enlarged issued share capital after the conversion. The converted shares will be fully paid and will have the same rights as the H shares already issued at the relevant registration date. The initial conversion price is HK$30.25 per H share (adjustable), representing a premium of approximately 15.90% over the closing price of H shares on the Hong Kong Stock Exchange on July 28, 2025 (the trading day the subscription agreement was signed). After the bond issuance is completed, the estimated net proceeds from the bond fundraising, after deducting related expenses, commissions, and estimated issuance costs, are approximately $494 million. Based on the initial conversion price, the net issue price of the conversion shares per share is approximately HK$29.90. The company plans to use the net proceeds from the bond issuance to strengthen research and development investment in its computing products. The company intends to distribute and issue conversion shares based on the general authorization granted by shareholders at the company's annual general meeting on March 28, 2025. The issuance and subscription of bonds, as well as the issuance of conversion shares by the company, do not require further approval from shareholders. The company will apply for or facilitate the listing of the conversion shares to be issued after the conversion on the Hong Kong Stock Exchange.