Securities code (A / h): 000063 / 763 securities abbreviation (A / h): Zte Corporation(000063) Announcement No.: 202210 Zte Corporation(000063) statement of nominee of independent non-executive director
The nominees of Zte Corporation(000063) the 8th board of Directors hereby make a public statement on nominating Ms. Cai Manli, Mr. Wu Jundong and Mr. Zhuang Jiansheng as candidates for independent non-executive directors of Zte Corporation(000063) the 9th board of directors. The nominee has agreed in writing to be the candidate of independent non-executive director of Zte Corporation(000063) the ninth board of directors. This nomination is made after fully understanding the nominee’s occupation, educational background, professional qualification, detailed work experience and all part-time jobs. The nominee believes that the nominee meets the requirements of relevant laws, administrative regulations, departmental rules, normative documents and business rules of Shenzhen Stock Exchange on the qualification and independence of independent non-executive director candidates, The specific statement is as follows:
1、 The nominee is not allowed to serve as a director of the company in accordance with Article 146 of the company law of the people’s Republic of China.
√ yes □ no
If not, please specify:
2、 The nominees meet the qualifications and conditions for independent non-executive directors stipulated in the rules for independent directors of listed companies of the CSRC.
√ yes □ no
If not, please specify:
3、 The nominees meet the conditions for the appointment of independent non-executive directors as stipulated in the articles of association.
√ yes □ no
If not, please specify:
4、 The nominee has participated in the training and obtained relevant certificates recognized by the stock exchange.
√ yes □ no
If not, please specify:
5、 The nominee’s appointment as an independent non-executive director will not violate the relevant provisions of the civil service law of the people’s Republic of China.
√ yes □ no
If not, please specify:
6、 The nominee’s appointment as an independent non-executive director will not violate the relevant provisions of the notice on regulating the central management cadres to resign from public office or serve as independent directors and independent supervisors of listed companies and fund management companies after retirement (retirement) of the CPC Central Commission for Discipline Inspection.
√ yes □ no
If not, please specify:
7、 The appointment of the nominee as an independent non-executive director will not violate the relevant provisions of the opinions on further regulating the part-time (tenure) of Party and government leading cadres in enterprises issued by the Organization Department of the CPC Central Committee.
√ yes □ no
If not, please specify:
8、 The appointment of the nominee as an independent non-executive director will not violate the relevant provisions of the opinions on strengthening the anti-corruption construction of colleges and universities issued by the CPC Central Commission for Discipline Inspection, the Ministry of education and the Ministry of supervision.
√ yes □ no
If not, please specify:
9、 The nominee’s appointment as an independent non-executive director will not violate the relevant provisions of the guidelines on the system of independent directors and external supervisors of joint-stock commercial banks issued by the people’s Bank of China.
√ yes □ no
If not, please specify:
10、 The nominee’s appointment as an independent non-executive director will not violate the relevant provisions of the measures for the supervision of the qualifications of directors, supervisors and senior managers of securities companies of the CSRC.
√ yes □ no
If not, please specify:
11、 The appointment of the nominee as an independent non-executive director will not violate the relevant provisions of the measures for the administration of the qualifications of directors (directors) and senior managers of banking financial institutions of the China Banking and Insurance Regulatory Commission.
√ yes □ no
If not, please specify:
12、 The nominee’s appointment as an independent non-executive director will not violate the relevant provisions of the regulations on the administration of the qualifications of directors, supervisors and senior managers of insurance companies and the measures for the administration of independent directors of insurance institutions issued by the China Banking and Insurance Regulatory Commission.
√ yes □ no
If not, please specify:
13、 As an independent non-executive director, the nominee will not violate other laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and other relevant provisions on the qualification of independent non-executive directors.
√ yes □ no
If not, please specify:
14、 The nominee has the basic knowledge related to the operation of listed companies, is familiar with relevant laws, administrative regulations, departmental rules, normative documents and the business rules of Shenzhen Stock Exchange, and has more than five years of working experience necessary to perform the duties of independent non-executive directors.
√ yes □ no
If not, please specify:
15、 The nominees, their immediate family members and their main social relations do not work in the company and its subsidiaries.
√ yes □ no
If not, please specify:
16、 The nominees and their immediate family members are not shareholders who directly or indirectly hold more than 1% of the issued shares of the company, nor are they natural person shareholders among the top ten shareholders of the listed company.
√ yes □ no
If not, please specify:
17、 The nominees and their immediate family members do not work in the shareholder units that directly or indirectly hold more than 5% of the issued shares of the company, nor in the top five shareholder units of the listed company.
√ yes □ no
If not, please specify:
18、 The nominees and their immediate family members do not work in the controlling shareholder, actual controller and affiliated enterprises of the company.
√ yes □ no
If not, please specify:
19、 The nominee is not a person who provides financial, legal and consulting services for the company, its controlling shareholders, actual controllers or their respective subsidiaries, including but not limited to all personnel of the project team of the intermediary providing services, reviewers at all levels, persons signing the report, partners and main principals. √ yes □ no
If not, please specify:
20、 The nominees do not work in the units with significant business dealings with the company, its controlling shareholders, actual controllers or their respective subsidiaries, nor in the controlling shareholder units with significant business dealings.
√ yes □ no
If not, please specify:
21、 The nominee does not have any of the circumstances listed in the preceding six items in the last 12 months.
√ yes □ no
If not, please specify:
22、 The nominee is not a person who has been banned from entering the securities market by the CSRC and the time limit has not expired.
√ yes □ no
If not, please specify:
23、 The nominee is not a person who is publicly recognized by the stock exchange as unfit to serve as a director, supervisor and senior manager of a listed company and whose term has not expired.
√ yes □ no
If not, please specify:
24、 The nominee is not a person who has been subject to criminal punishment by the judicial organ or administrative punishment by the CSRC for securities and Futures Crimes in the past 36 months.
√ yes □ no
If not, please specify:
25、 The nominees have not been publicly condemned or criticized by the stock exchange for more than three times in the past 36 months.
√ yes □ no
If not, please specify:
26、 The nominee has not been identified by the national development and Reform Commission and other ministries and commissions as the object of punishment for dishonesty, and has not been restricted from holding the post of director of a listed company.
√ yes □ no
If not, please specify:
27、 When the nominee is not an independent non-executive director in the past, he has not attended the board meeting in person for three consecutive times or failed to attend the board meeting in person for two consecutive times and did not entrust other directors to attend the board meeting, and has been proposed by the board of directors to be replaced by the general meeting of shareholders for less than 12 months.
√ yes □ no □ not applicable
If not, please specify:
28、 Including the company, the number of domestic and foreign listed companies whose nominees concurrently serve as independent non-executive directors shall not exceed 5.
√ yes □ no
If not, please specify:
29、 The nominee has served as an independent non-executive director of the company for no more than six years.
√ yes □ no
If not, please specify:
30、 The nominee has urged the board of directors of the company to publicize the detailed information of the nominee’s occupation, education, professional qualification, detailed work experience, all part-time jobs and so on.
√ yes □ no
If not, please specify:
31、 During the past period of serving as an independent non-executive director, the nominee did not personally attend the board meeting of the listed company for two consecutive times.
√ yes □ no □ not applicable
If not, please specify:
32、 During the past period when the nominee served as an independent non-executive director, there was no case that the number of times the nominee did not personally attend the meetings of the board of directors of the listed company for 12 consecutive months exceeded half of the total number of meetings of the board of directors during that period.
√ yes □ no □ not applicable
If not, please specify:
33、 During the past period when the nominee served as an independent non-executive director, there was no failure to express the opinions of the independent non-executive director as required or the independent opinions expressed were proved to be obviously inconsistent with the facts.
√ yes □ no □ not applicable
If not, please specify:
34、 The nominees have not been punished by other relevant departments other than the CSRC in the last 36 months.
√ yes □ no
If not, please specify:
35、 Including the companies nominated this time, the nominees do not serve as directors, supervisors or senior managers in more than five companies at the same time.
□ yes √ no
If not, please specify in detail: in addition to serving as an independent non-executive director of Zte Corporation(000063) , the nominee Ms. Cai Manli also serves as an external supervisor of Sichuan Xinwang Bank Co., Ltd., Shanghai Flyco Electrical Appliance Co.Ltd(603868) (a company listed on the Shanghai Stock Exchange), an independent director of New Hope Liuhe Co.Ltd(000876) (a company listed on the main board of Shenzhen Stock Exchange) Independent director of Kuangshi Technology Co., Ltd. and independent director of Guangzhou Jifei Technology Co., Ltd.
After communicating with the nominee Ms. Cai Manli, Ms. CAI has the time and energy to perform her duties as an independent director and will not affect the work of Zte Corporation(000063) as an independent director. Ms. CAI has rich experience in serving as an independent director
In fact, Ms. CAI has served as an independent director of Zte Corporation(000063) since June 29, 2018. During her tenure, Ms. CAI
Actively, professionally and efficiently perform the duties of independent directors, make independent judgments and decisions on major matters, and make due contributions to the improvement of corporate governance and the construction of the board of directors. The nomination of Ms. CAI as the candidate of Zte Corporation(000063) independent director will not have an impact on the standardized operation and corporate governance of the company. Ms. Cai meets the requirements of relevant laws, administrative regulations, departmental rules and business rules of Shenzhen Stock Exchange on the qualification and independence of independent director candidates.
36、 The nominees are not removed by the listed company before the expiration of the term of office of the independent non-executive directors in the past.
√ yes □ no □ not applicable
If not, please specify:
37、 The nominee has no other circumstances that affect the integrity and diligence of the independent non-executive director.
√ yes □ no
If not, please specify:
The declarant solemnly declares that:
The nominee warrants that the above statement is true, accurate and complete without false records, misleading statements or major omissions; Otherwise, the nominee is willing to bear
