Securities code (A / h): Zte Corporation(000063) / 763 securities abbreviation (A / h): Zte Corporation(000063) Announcement No.: 202220
With regard to the announcement of submitting to the general meeting of shareholders for deliberation on the company’s authorization plan for repurchase of A-Shares in 2002, the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.
Zte Corporation(000063) (hereinafter referred to as “the company”) passed the proposal on submitting the general meeting of shareholders to consider the company’s authorization plan for repurchase of A-Shares in 2002 (hereinafter referred to as “the proposal”) at the 45th meeting of the 8th board of directors held on March 8, 2022, And agreed to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2002 (hereinafter referred to as the “extraordinary general meeting”) for deliberation. According to the proposal, the company plans to request the extraordinary general meeting of shareholders to authorize the board of directors of the company to make decisions and implement the company’s repurchase of A-Shares (hereinafter referred to as “share repurchase”) according to law. The authorized matters need to be resolved at the meeting of the board of directors attended by more than two-thirds of the directors, as follows:
1、 Purpose and purpose of share repurchase
The purpose of share repurchase is to maintain the operation and development of the company, protect and protect the long-term interests of investors, and promote the maximization of shareholder value. At the same time, further improve and improve the company’s long-term incentive and restraint mechanism to ensure the sustainable and healthy development of the company’s operation.
The repurchased shares will be used in any of the following situations: (I) employee stock ownership plan or equity incentive; (II) corporate bonds convertible into shares issued by the conversion company (hereinafter referred to as “convertible bonds”).
2、 Ways and sources of funds for share repurchases
The way to buy back shares is to buy back shares through centralized bidding trading through the stock trading system of Shenzhen Stock Exchange. The source of funds for share repurchase is the company’s own funds or other funds that meet the requirements of laws and regulations.
3、 Price of repurchased shares
The price of the repurchased shares will be finally determined by the board of directors authorized by the extraordinary general meeting of shareholders in accordance with relevant laws and regulations in combination with various factors such as the capital market, the fluctuation of the company’s share price, the company’s financial status and operating conditions.
4、 Type and quantity of repurchased shares
Types of repurchased shares: RMB ordinary shares (A shares) issued by the company.
The number of shares to be repurchased will be authorized by the extraordinary general meeting of shareholders. The board of directors will decide in accordance with relevant laws and regulations within the authorized amount of 2% of the issued A-share capital of the company on the date of deliberation and adoption of this proposal by the extraordinary general meeting of shareholders.
5、 Authorization items and authorization period
In order to seize the market opportunity, the extraordinary general meeting of shareholders is hereby requested to authorize the board of directors, and the board of directors can delegate relevant persons to deal with matters related to the repurchase of shares. The authorized matters include but are not limited to:
1. According to the provisions of laws, regulations, rules and normative documents, and in combination with the actual situation of the company and the market, determine the final plan and terms of the repurchase, and handle matters related to the repurchase of shares;
2. In addition to the matters that must be re voted by the general meeting of shareholders in accordance with relevant laws, regulations, rules, normative documents, requirements of regulatory authorities and the Zte Corporation(000063) articles of Association (hereinafter referred to as the “articles of association”), the repurchase plan shall be modified, adjusted or determined as appropriate, including but not limited to: the specific purpose of the repurchased shares, the total amount of repurchased funds The price of repurchased shares, the number of repurchased shares, the implementation of repurchases or whether to continue or terminate repurchases;
3. Establish a special securities account for repurchase or other relevant securities accounts;
4. Choose the opportunity to repurchase shares within the repurchase period, including the time, price and quantity of repurchase;
5. If the laws and regulations and the securities regulatory authorities have new provisions on the share repurchase policy, or the market situation has changed, except that the shareholders’ meeting must vote again according to the relevant laws and regulations, the requirements of the regulatory authorities or the articles of association, in accordance with the relevant laws and regulations, the requirements of the regulatory authorities and in combination with the market situation and the actual situation of the company, Adjust the repurchase plan and continue to handle matters related to share repurchase;
6. Prepare, modify, supplement, sign, submit, report and execute all agreements, contracts and documents in the process of share repurchase, and make relevant declarations;
7. Notify the creditor, communicate with the creditor and reach a solution to the debt;
8. Handle all other matters not listed above but necessary for this share repurchase.
The term of this authorization is from the date of deliberation and approval of this proposal at the extraordinary general meeting of shareholders to the earlier of the following: (I) the date of the end of the annual general meeting of shareholders of the company in 2021 (unless it is extended by a resolution passed at the meeting); Or (II) at the general meeting of shareholders, the shareholders pass a resolution to revoke or modify the authorization.
6、 Other
If the shares repurchased based on this authorization will be used for employee stock ownership plan, equity incentive or convertible bonds issued by the company in the future, the company will perform the review procedures required for the implementation of employee stock ownership plan, equity incentive or convertible bonds in accordance with laws and regulations, the articles of association and other relevant provisions. Based on the fact that the shares authorized to be repurchased this time fail to complete the transfer within the time limit specified by laws and regulations (including transfer to the employee stock ownership plan or equity incentive object, or conversion of convertible bonds issued by the company), the company will perform corresponding deliberation procedures to cancel these shares in accordance with laws and regulations, the articles of association and other relevant provisions.
7、 Risk tips
The proposal submitted to the extraordinary general meeting for deliberation only grants the board of directors the right to handle matters related to share repurchase in accordance with the law. At present, the company has not formulated a specific share repurchase plan. After being deliberated and approved by the extraordinary general meeting of shareholders, the company will determine whether to repurchase shares according to the capital market, the fluctuation and change of the company’s share price and other factors.
The company will timely perform the obligation of information disclosure in strict accordance with the requirements of relevant laws and regulations. Please invest rationally and pay attention to risks.
It is hereby announced.
Zte Corporation(000063) board of directors March 9, 2022
