Securities code (A / h): Zte Corporation(000063) / 763 securities abbreviation (A / h): Zte Corporation(000063) Announcement No.: 202214 Zte Corporation(000063)
Announcement of resolutions of the 45th 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 “the company” or “the company”) has sent the notice on convening the 45th meeting of the eighth board of directors to all directors of the company by e-mail on February 22, 2022. On March 8, 2022, the 45th meeting of the eighth board of directors of the company (hereinafter referred to as “the meeting”) was held by teleconference in Shenzhen headquarters, Beijing and other places of the company. The meeting was presided over by Mr. Li Zixue, chairman of the board of directors. There were 9 directors and 9 directors. 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 Zte Corporation(000063) articles of Association (hereinafter referred to as the “articles of association”), and the meeting was legal and effective.
The following proposals were considered and adopted at this meeting:
1、 The full text of the annual report of 2002 and the summary and performance announcement of the annual report of 2002 were reviewed and approved, and it was agreed to submit the annual report of 2002 (including the annual financial report of the company in 2002 audited by the audit institution) to the general meeting of shareholders of the company for deliberation.
The full text of the annual report of 2021 includes the total asset impairment loss and credit impairment loss of the group in 2021, totaling RMB 1.79 billion. For details, see notes V and 48 and notes V and 49 of the financial report of 2021.
Voting: 9 in favor, 0 against and 0 abstention.
2、 The report on the final financial statements of the year 2002 was reviewed and approved, and it was agreed to submit the report to the general meeting of shareholders of the company for deliberation.
Voting: 9 in favor, 0 against and 0 abstention.
3、 The proposal on feasibility analysis of derivatives investment and application for investment quota in 2002 was reviewed and approved, and it was agreed to submit the proposal to the general meeting of shareholders of the company for deliberation. The contents of the resolution are as follows:
1. Deliberated and passed the feasibility analysis report on developing derivatives investment, and considered that the company’s derivatives investment is feasible;
2. The general meeting of shareholders is requested to authorize the company to invest in hedging derivatives with an amount equivalent to US $2.8 billion (that is, the investment balance at any time point within the validity period of the authorization does not exceed the equivalent of US $2.8 billion, and this amount can be recycled within the validity period of the authorization), This authorization is valid from the date of adoption of the resolution of the general meeting of shareholders to the end of the annual general meeting of shareholders of the company next year or the earlier of the modification or revocation of this authorization by the general meeting of shareholders. The quota is as follows:
(1) The amount of foreign exchange derivatives investment is equivalent to US $2.5 billion. The hedging targets of foreign exchange derivatives investment include foreign exchange exposure, future income, future revenue and expenditure forecast, etc.
(2) The amount of interest rate swap is equivalent to US $300 million, and the hedging object of interest rate swap is floating interest rate foreign currency loan, etc.
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the feasibility analysis report on developing derivatives investment and the announcement on applying for derivatives investment quota in 2002 issued on the same day as this announcement.
4、 The proposal to provide guarantee amount for subsidiaries in 2002 was reviewed and approved, and it was agreed to submit the proposal to the general meeting of shareholders of the company for deliberation. The contents of the resolution are as follows:
1. It is agreed that the company will provide performance guarantee for 8 subsidiaries, as follows:
(1) It is agreed that the company will provide performance guarantee (including but not limited to the guarantee agreement signed by the parent company) for 8 subsidiaries with a total amount of no more than US $300 million. The above amount can be recycled and is valid from the date of deliberation and approval by the general meeting of shareholders of the company to the date of holding the annual general meeting of shareholders of the company next year.
(2) It is agreed that the specific guarantee matters shall be approved by the board of directors of the company within the above limit.
2. Agree to NETA, a subsidiary of the company Ş TELEKOMÜN İ KASYON A. Ş. (hereinafter referred to as “NETA”) ş”） The following guarantees are provided between the company and its subsidiaries:
(1) Agree with NETA ş And its subsidiaries intend to provide joint and several liability guarantee for comprehensive credit extension in financial institutions, with a total guarantee amount of no more than 120 million US dollars. The above guarantee amount can be recycled and is valid from the date of deliberation and approval by the general meeting of shareholders of the company to the date of holding the annual general meeting of shareholders of the company next year.
(2) Agree to authorize NETA ş And its subsidiaries shall determine the actual guarantee amount and guarantee period according to the negotiation with financial institutions and the actual situation.
Voting: 9 in favor, 0 against and 0 abstention.
For details, see the announcement on the amount of guarantee to be provided for subsidiaries in 2002 issued on the same day as this announcement.
5、 The proposal to apply for comprehensive credit line in 2002 was deliberated and passed one by one. The resolution is as follows:
The consent of the company to the consent of the company to the consent of the company to the country development bank of the country development bank of the country development bank of the Shenzhen Branch of the Shenzhen Branch of the country development bank of the Shenzhen Branch of the country development bank of the Shenzhen Branch of the country development bank of the country of the Shenzhen Branch of the State Development Bank of the country of the Shenzhen Branch of the Shenzhen Branch of the Shenzhen Branch of the country development bank of the country development bank of the country development bank of the Shenzhen Branch of the Shenzhen Branch of the city of the Shenzhen Branch of the city of the Shenzhen Branch of the city of the State Development Bank of the country of the Development Bank of the country of the country of the development of the country of the development of the country of the country of the development of the country of the country of the Development Bank of the country of the development of the country of the country of the country of the development of the country of the country of the country of the country of the country of the Shenzhen Branch of the city of the ofthe Shenzhen Branch of the city of the Shenzhen Branch of the Shenzhen of Shenzhen branch, China Everbright Bank Company Limited Co.Ltd(601818) Co., Ltd. Shenzhen Branch Guangdong Development Bank Co., Ltd. Shenzhen Branch, Ping An Bank Co.Ltd(000001) Shenzhen Branch, Industrial Bank Co.Ltd(601166) Shenzhen Branch, Bank Of Beijing Co.Ltd(601169) Shenzhen Branch, Hua Xia Bank Co.Limited(600015) Shenzhen Branch, Bank Of Ningbo Co.Ltd(002142) Shenzhen Branch, Hengfeng Bank Co., Ltd. Shenzhen Branch, Zhuhai China Resources Bank Co., Ltd. Shenzhen Branch, Guangdong Huaxing Bank Co., Ltd. Shenzhen Branch Twenty six domestic and foreign financial institutions, including China Export Credit Insurance Corporation, France Industrial Bank Co.Ltd(601166) (China) Co., Ltd., Shanghai Branch of Credit Agricole (China) Co., Ltd., Shenzhen Branch of DBS Bank (China) Co., Ltd., Dahua Bank (China) Co., Ltd. and BNP Paribas (China) Co., Ltd., applied for a total of 173.7 billion yuan Comprehensive credit line of USD 5.76bn and EUR 280 million. This batch of comprehensive credit lines must be approved by all credit granting financial institutions. When handling the specific business under this batch of comprehensive credit lines, the company needs to perform the necessary approval procedures in accordance with the existing internal regulations of the company and the requirements of relevant laws, regulations and listing rules.
Note: the comprehensive credit line refers to the maximum limit given by the credit granting financial institution to the company in its operation business according to the evaluation of the company.
Under the comprehensive credit line, the company operates various business varieties according to the actual needs of production and operation, and shall perform the corresponding approval procedures required by the company and credit granting financial institutions. At the same time, the comprehensive credit line is the amount that the company plans to apply to the credit granting financial institution, and the final amount shall be subject to the amount approved by the credit granting financial institution.
Each of the above-mentioned resolutions, except for the application for comprehensive credit line from Shenzhen Branch of China Development Bank, will be effective from March 8, 2022 until (1) the next new comprehensive credit line between the company and the credit granting financial institution is approved by the competent authority within the company, or (2) March 31, 2023, whichever is earlier. Unless otherwise required by laws and regulations, the articles of association or business needs, the board of directors will no longer issue a resolution on the application for a single business within the comprehensive credit line of the credit granting financial institution that does not exceed the amount of the line. Within the validity period of the comprehensive credit line of the credit granting financial institution, and within the scope permitted by laws, regulations and the articles of association, the board of directors also authorizes the legal representative of the company or its authorized authorized authorized signatory to sign legal contracts and documents related to the comprehensive credit line or the business under the comprehensive credit line.
The transaction of the above-mentioned comprehensive credit line of US $5 billion proposed by the company to apply to Shenzhen Branch of China Development Bank needs to be submitted to the general meeting of shareholders for deliberation and approval, The board of directors agrees to request the general meeting of shareholders to authorize the board of directors to adjust the specific content and duration of the credit line according to the needs of the company or the negotiation results with the credit granting financial institutions within the scope of not exceeding the above-mentioned comprehensive credit line and the period considered and approved by the general meeting of shareholders, At the same time, authorize the board of directors and the legal representative of the company or its authorized authorized authorized signatory to negotiate and sign legal contracts and documents related to the above comprehensive credit line or the business under the comprehensive credit line with the credit granting financial institution.
Voting: 9 in favor, 0 against and 0 abstention.
Note: the company plans to apply for a comprehensive credit line from a single credit granting financial institution other than Shenzhen Branch of China Development Bank, which does not exceed 50% of the company’s latest audited net assets and does not need to be submitted to the general meeting of shareholders for deliberation. 6、 The special report on the deposit and use of raised funds in 2001 was reviewed and approved.
Voting: 9 in favor, 0 against and 0 abstention.
For details, see the special report on the deposit and use of raised funds in 2012 issued on the same day as this announcement.
7、 The proposal on the appointment of audit institutions in 2002 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:
1. We agree to renew the appointment of Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company’s financial report audit institution in 2002, and the audit fee of financial report is 8.3 million yuan (including relevant taxes, excluding meals).
2. Agree to renew the appointment of Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company’s internal control audit institution in 2002, and the internal control audit fee is RMB 1.26 million (including relevant taxes, excluding meals).
Voting: 9 in favor, 0 against and 0 abstention.
For details, see the announcement on the proposed re employment of audit institutions issued on the same day as this announcement.
8、 Deliberated and adopted the summary report of the Audit Committee on the audit work of the audit institution in the company in 2001.
Voting: 9 in favor, 0 against and 0 abstention.
9、 The proposal on the adjustment of members of Zte Corporation(000063) group 1 was deliberated and adopted.
Voting: 9 in favor, 0 against and 0 abstention.
10、 Deliberated and adopted the internal control evaluation report for the year 2002.
Voting: 9 in favor, 0 against and 0 abstention.
The internal control evaluation report for the year 2002 was published on cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn. ）。
11、 The president’s work report for the year 2002 was reviewed and approved, and it was agreed to submit the report to the general meeting of shareholders for deliberation.
Voting: 9 in favor, 0 against and 0 abstention.
12、 The proposal on the president’s performance appraisal and annual performance bonus in 2001 was deliberated and passed. Mr. Xu Ziyang, the director, avoided voting when voting on the matter at this meeting because he was the president of the company.
Voting: 8 in favor, 0 against and 0 abstention.
13、 The proposal on performance appraisal of other senior managers, annual performance bonus and annual bonus amount of chairman and chairman of the board of supervisors in 2001 was reviewed and approved.
Mr. Li Zixue, chairman of the board, avoided voting when voting on the proposal at this meeting.
Mr. Gu Junying, the director, avoided voting when voting on the matter at this meeting because he served as the executive vice president of the company.
Voting: 7 in favor, 0 against and 0 abstention.
14、 Deliberated and adopted the report on the implementation of remuneration in 2001.
Voting: 9 in favor, 0 against and 0 abstention.
1 Zte Corporation(000063) group is an enterprise legal person consortium with Zte Corporation(000063) as the parent company and composed of members of the parent company, its subsidiaries and joint-stock companies.
15、 The proposal on external public welfare donation in 2002 was deliberated and adopted, and the resolution is as follows:
It is agreed that the company and its holding subsidiaries will donate no more than 37.5 million yuan to foreign public welfare in 2022. Mr. Gu Junying, the director, served as the chairman of Zte Corporation(000063) public welfare foundation and this time involved donation to Zte Corporation(000063) public welfare foundation. Therefore, Mr. Gu Junying avoided voting on this matter.
Voting: 8 in favor, 0 against and 0 abstention.
16、 Deliberated and adopted the sustainable development report for the year 2002.
Voting: 9 in favor, 0 against and 0 abstention.
The sustainable development report for the year 2002 was published on cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn. ）。
17、 The work report of the board of directors for the year 2002 was reviewed and approved, and it was agreed to submit the report to the general meeting of shareholders for deliberation.
Voting: 9 in favor, 0 against and 0 abstention.
The specific contents of the work report of the board of directors are detailed in the work report of the board of directors in 2012 issued on the same day as this announcement.
18、 The profit distribution plan for the year of 2021 was reviewed and approved, and it was agreed to submit the proposal to the general meeting of shareholders for deliberation. The contents of the resolution are as follows:
1. Agree to the profit distribution plan for the year 2021;
2. The general meeting of shareholders is requested to authorize any director or secretary of the board of directors of the company to handle the specific matters of profit distribution in 2021 according to law.
Key points of the profit distribution plan for the year of 2021:
1. The parent company (i.e. Zte Corporation(000063) ) audited the net profit attributable to ordinary shareholders in 2021 is about 8270187000 yuan, plus the undistributed profit at the beginning of the year is about 5816798000 yuan, the dividend distributed to shareholders in 2020 is about 927542000 yuan, and the withdrawal of statutory surplus reserve is about 58681000 yuan, The profit available for distribution to shareholders is about 13100762000 yuan.
2. Board of directors
