Securities code (A / h): 000063 / 763 securities abbreviation (A / h): Zte Corporation(000063) Announcement No.: 202207 Zte Corporation(000063)
Announcement on the resolutions of the 44th meeting of the 8th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement of the resolution of the board of directors are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Zte Corporation(000063) (hereinafter referred to as ” Zte Corporation(000063) “, “the company” or “the company”) has sent the notice on convening the 44th meeting of the eighth board of directors to all directors of the company by e-mail on February 18, 2022. On February 24, 2022, the 44th meeting of the eighth board of directors of the company (hereinafter referred to as “the meeting”) was held in Shenzhen headquarters and other places by means of videoconference. The meeting was presided over by the chairman, Mr. Li Zixue. There were 9 directors and 9 actual directors. The members of the board of supervisors and relevant personnel of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules and the relevant provisions of the Zte Corporation(000063) articles of association. The meeting was legal and effective.
The following proposals were considered and adopted at this meeting:
1、 The proposal on the change of the board of directors and the nomination of non independent directors of the ninth board of directors was deliberated and adopted. The contents of the resolution are as follows:
1. Agree to nominate Mr. Li Zixue, Mr. Xu Ziyang, Mr. Li Buqing, Mr. Gu Junying, Mr. Zhu Weimin and Ms. Fang Rong as candidates for non independent directors of the ninth board of directors of the company.
The term of office of the candidates for non independent directors of the ninth board of directors is three years, which will take effect from the date of deliberation and approval by the general meeting of shareholders.
2. It is agreed to submit the above candidates for non independent directors of the ninth board of directors of the company to the general meeting of shareholders for deliberation. Voting: 9 in favor, 0 against and 0 abstention.
The resumes of the above non independent director candidates are detailed in the annex. The number of directors concurrently serving as senior managers of the company does not exceed one-half of the total number of directors of the company, and the company has no employee representative directors.
2、 The proposal on the change of the board of directors and the nomination of independent non-executive directors of the ninth board of directors was deliberated and adopted. The contents of the resolution are as follows:
1. It is agreed to nominate Ms. Cai Manli, Mr. Wu Jundong and Mr. Zhuang Jiansheng as candidates for independent non-executive directors of the ninth board of directors of the company.
The rules for independent directors of listed companies issued by the CSRC stipulates that “the term of office of independent directors is the same as that of other directors of the listed company. Upon expiration of the term of office, they can be re elected, but the term of re-election shall not exceed six years”. Ms. Cai Manli and Mr. Wu Jundong began to serve as independent non-executive directors of the company on June 29, 2018. The term of office of Ms. Cai Manli and Mr. Wu Jundong, candidates for independent non-executive directors of the ninth board of directors, will begin from the date of deliberation and approval by the general meeting of shareholders to June 28, 2024.
The term of office of Mr. Zhuang Jiansheng, the candidate for independent non-executive director of the ninth board of directors, is three years and will take effect from the date of deliberation and approval by the general meeting of shareholders.
2. It is agreed to submit the above candidates for independent non-executive directors of the ninth board of directors of the company to the general meeting of shareholders for deliberation.
Voting: 9 in favor, 0 against and 0 abstention.
The resumes of the above independent non-executive director candidates are detailed in the annex.
For the independent opinions of the company’s independent non-executive directors on the above matters, the statement of independent non-executive director candidates and the statement of independent non-executive director nominees, please refer to the relevant announcement issued on the same day as this announcement.
The company shall submit the above information of independent non-executive director candidates to Shenzhen Stock Exchange, which can be submitted to the general meeting of shareholders for deliberation only after Shenzhen Stock Exchange has no objection to the filing and review of independent non-executive director candidates. 3、 The proposal on adjusting the allowance of non-executive directors was deliberated and passed, and it was agreed to submit the proposal to the general meeting of shareholders for deliberation. The contents of the resolution are as follows:
It is agreed that the allowance standard for non-executive directors shall be adjusted from RMB 100000 before tax paid by the company to RMB 200000 before tax paid by the company every year (individual income tax shall be withheld and paid by the company). The company shall still bear the expenses related to board and lodging, transportation and other expenses incurred in attending the meeting of the board of directors of the company.
Mr. Li Buqing, Mr. Zhu Weimin and Ms. Fang Rong, non-executive directors of the company, avoided voting when voting on this matter at this meeting.
Voting: 6 in favor, 0 against and 0 abstention.
4、 The proposal on adjusting the allowance of independent non-executive directors was deliberated and passed, and it was agreed to submit the proposal to the general meeting of shareholders for deliberation. The contents of the resolution are as follows:
It is agreed that the allowance standard for independent non-executive directors shall be adjusted from 250000 yuan before tax paid by the company to 400000 yuan before tax paid by the company every year (individual income tax shall be withheld and paid by the company). The company shall still bear the expenses related to board and lodging, transportation and other expenses incurred in attending the meeting of the board of directors of the company.
Ms. Cai Manli, Mr. Wu Jundong and Mr. Zhuang Jiansheng, independent non-executive directors of the company, avoided voting when voting on this matter at this meeting.
Voting: 6 in favor, 0 against and 0 abstention.
It is hereby announced.
Attachment of Zte Corporation(000063) board of directors on February 25, 2022: Zte Corporation(000063) resume of director candidate of the ninth board of directors I. resume of non independent director candidate Li Zixue, male, born in 1964. Mr. Li graduated from Xi’an Jiaotong University in 1987, majoring in electronic components and materials, with a Bachelor of engineering degree and the title of researcher. Mr. Li joined Xi’an Institute of microelectronics technology in 1987 to engage in the R & D and management of microelectronics technology. From 1987 to 2010, he successively served as technician, deputy director, deputy director and director of hybrid integrated circuit business department; From 2010 to 2014, he successively served as deputy director, deputy secretary of the Party committee, Secretary of the Discipline Inspection Commission and chairman of the board of supervisors of Xi’an Microelectronics Technology Research Institute; From 2014 to 2015, he served as secretary of the Party committee and Secretary of the Discipline Inspection Commission, director of the board of supervisors and deputy director of Xi’an Microelectronics Technology Research Institute; From 2015 to January 2019, he served as party secretary and deputy director of Xi’an Microelectronics Technology Research Institute, the shareholder of ZTE New Communication Co., Ltd. (hereinafter referred to as “ZTE new”); He has been the chairman and executive director of the company since June 2018. Mr. Li has rich experience in electronics industry and management. At present, Mr. Li holds 180000 A-share stock options of the company in 2020; Mr. Li has no relationship with the directors, supervisors and senior managers of the company; There is no case of being punished by the CSRC and other relevant departments or disciplined by the stock exchange; There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC without a clear conclusion; There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people’s court; There are no circumstances in which the company law and other relevant laws and regulations prohibit him from serving as a director, and he meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, the stock listing rules of Shenzhen Stock Exchange and other relevant regulations of the exchange, the articles of association and so on.
Xu Ziyang, male, born in 1972. Mr. Xu graduated from the University of Electronic Science and technology in 1994 with a bachelor’s degree in physics and electronic technology. Mr. Xu joined the company in 1998. From 1998 to 2011, he successively served as programmer and section chief of GSM product line development department of Nanjing R & D center, director of PS development, deputy general manager of core network product line and general manager of core network product line; From 2011 to 2013, he served as the general manager of MKT division 4 of the company, in charge of European and American system products; From 2014 to 2016, he served as the general manager of the company’s subsidiary Zte Corporation(000063) (Germany) Service Co., Ltd; From 2016 to July 2018, he served as the assistant to the president of the company and the general manager of CCN core network product line of wireless business department; From August 2018 to September 2020, he served as the chairman of Shenzhen ZTE Microelectronics Technology Co., Ltd., a subsidiary of the company; President of the company since July 2018 and executive director of the company since August 2018. Mr. Xu has many years of experience in the telecommunications industry and management. At present, Mr. Xu holds 84000 A shares of the company and 84000 A shares of the company in 2017
And 180000 A-share stock options of the company in 2020. Mr. Xu has no relationship with ZTE and has no relationship with directors, supervisors and senior managers of the company; There is no case of being punished by the CSRC and other relevant departments or disciplined by the stock exchange; There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC without a clear conclusion; There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people’s court; There are no circumstances in which the company law and other relevant laws and regulations prohibit him from serving as a director, and he meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, the stock listing rules of Shenzhen Stock Exchange and other relevant regulations of the exchange, the articles of association and so on. Li Buqing, male, was born in 1972. Mr. Li graduated from Jiangxi University of Finance and economics in 1994 with a bachelor’s degree in economics and the title of senior economist. Mr. Li worked in Shenzhen Aerospace Guangyu Industry Co., Ltd. from 1994 to 2001; From 2001 to 2009, he successively served as deputy general manager and general manager of Shenzhen Zhenfeng Industry Co., Ltd; Deputy general manager of Shenzhen Aerospace Real Estate Development Co., Ltd. from 2009 to 2012; From 2011 to 2017, he successively served as the general manager and chairman of Shenzhen Aerospace Real Estate Consulting Co., Ltd; Since 2015, he has successively served as deputy chief economist, director and chief accountant of ZTE new indirect shareholder Aerospace Science and Industry Shenzhen (Group) Co., Ltd; Since 2016, he has successively served as deputy chief economist and chief accountant of Shenzhen Aerospace Industry Technology Research Institute Co., Ltd., an indirect shareholder of ZTE; From 2015 to 2018, he also served as the chairman of Nanjing aerospace Yinshan Electric Co., Ltd; From 2017 to 2018, he also served as the chairman of Aerospace Science and industry Europe Co., Ltd; From 2017 to 2020, he successively served as director and supervisor of aerospace Haiying Safety Technology Engineering Co., Ltd; From 2017 to 2020, he concurrently served as a director of Shenzhen Aerospace Guangyu Industry Co., Ltd; Since 2017, he has also served as the chairman of Shenzhen Aerospace Liye Industrial Development Co., Ltd. and the director of Shenzhen Aerospace Property Management Co., Ltd; Since 2018, he has also served as a director of Shenzhen ZTE Information Technology Co., Ltd; From 2021 to now, he has also served as a director of Shenzhen Hangxin Property Management Co., Ltd; He has been a non-executive director of the company since June 2018. Mr. Li has rich management and operation experience. At present, Mr. Li holds 50000 A-share stock options of the company in 2020; There is no relationship with the directors, supervisors and senior managers of the company; There is no case of being punished by the CSRC and other relevant departments or disciplined by the stock exchange; There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC without a clear conclusion; There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people’s court; There are no circumstances in which the company law and other relevant laws and regulations prohibit him from serving as a director, and he meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, the stock listing rules of Shenzhen Stock Exchange and other relevant regulations of the exchange, the articles of association and so on.
Gu Junying, male, born in 1967. Mr. Gu graduated from the Department of Aeronautical Engineering of Shenyang Institute of Aeronautical Technology in 1989, majoring in aircraft manufacturing, with a bachelor’s degree in engineering; He graduated from Beijing University of technology in 2002 with a master’s degree in industrial engineering and the title of researcher. From 1989 to 2003, Mr. Gu successively served as a technician, workshop director, director, deputy director, deputy director and Deputy Secretary of 211 factory; From 2003 to 2009, he successively served as director of human resources department / Director of Party committee work department, director of management department and assistant to general manager of China Aerospace Times Electronics Corporation; From June 2008 to December 2008, he concurrently served as the general manager of Aerospace Times Real Estate Development Co., Ltd; From 2009 to January 2019, he served as assistant to the president of China China Aerospace Times Electronics Co.Ltd(600879) Technology Research Institute, an indirect shareholder of ZTE, and also served as a director of China Times Yuanwang Technology Co., Ltd; From 2009 to 2017, he successively served as general manager of China Times Yuanwang Technology Co., Ltd., chairman of Beijing Beijing Huafeng Test & Control Technology Co.Ltd(688200) Technology Co., Ltd., chairman of Beijing Aerospace saide Technology Development Co., Ltd. and vice chairman of aerospace electrician Group Co., Ltd; From 2017 to September 2018, he served as the chairman of aerospace Internet of things Technology Co., Ltd; From 2017 to January 2019, he served as the vice president of China Aerospace Times Electronics Co.Ltd(600879) (a company listed on the Shanghai Stock Exchange). He has been the executive director of the company since June 2018 and the executive vice president of the company since July 2018. Mr. Gu has rich management and operation experience. At present, Mr. Gu holds 180000 A-share stock options of the company in 2020; Mr. Gu has no relationship with the directors, supervisors and senior managers of the company; There is no case of being punished by the CSRC and other relevant departments or disciplined by the stock exchange; There is no case where the suspected crime is filed for investigation by the judicial organ or the suspected violation of laws and regulations is filed for inspection by the CSRC without a clear conclusion; There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people’s court; There are no circumstances in which the company law and other relevant laws and regulations prohibit him from serving as a director, and he meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, the stock listing rules of Shenzhen Stock Exchange and other relevant regulations of the exchange, the articles of association and so on. Zhu Weimin, male, born in 1966. Zhu Xiansheng graduated from the Department of electronic engineering of Shanghai Jiaotong University with a Bachelor of engineering degree in 1988; In 2003, he received a master’s degree in Business Administration from Shanghai China Europe International Business School. Mr. Zhu served successively as a technician and deputy director of the Research Institute of Suzhou Dongfeng communication equipment factory from 1988 to 1991; From 1991 to 1993, he successively served as Shenzhen ZTE Semiconductor Co., Ltd
