Work report of the board of directors in 2001
Zte Corporation(000063) (hereinafter referred to as “the company”) continuously improves the governance structure, improves the construction of internal control system, standardizes the operation of the company, ensures that all shareholders enjoy the legitimate rights and interests stipulated in laws, regulations and rules, and protects the interests of creditors. In order to fully reflect the opinions of minority shareholders, the company adopts the cumulative voting system for the selection and appointment of directors and supervisors. The independent non-executive directors of the company have rich professional experience in finance, law, compliance, management, etc. the independent non-executive directors of the company have provided valuable professional suggestions on the major decisions of the company, carefully reviewed the use of raised funds, external guarantees, equity incentives and other major matters of the company, and issued written independent opinions, It improves the scientificity and objectivity of the company’s decision-making. The audit committee, remuneration and assessment committee, nomination committee and export compliance committee under the board of directors have played an active role in their functional areas and provided scientific and professional opinions and references for the decision-making of the board of directors.
The work of the board of directors in 2021 is as follows:
1、 Meetings of the board of directors and the general meeting of shareholders
(I) in 2021, the company held 14 working meetings of the board of directors, as follows:
1. On January 11, 2021, the company held the 30th meeting of the 8th board of directors in the form of teleconference, deliberated and adopted the proposal on transferring 90% equity of Beijing ZTE GAODA Communication Technology Co., Ltd. to Beijing Yitang semiconductor industry investment center (limited partnership) Proposal on the holding subsidiary Shanghai ZTE Unicom Co., Ltd. to apply for termination of listing in the National SME share transfer system.
2. On January 29, 2021, the company held the 31st meeting of the 8th board of directors by means of communication voting, and deliberated and adopted the proposal on replacing self raised funds invested in raised funds investment projects with raised funds and the proposal on closing projects invested by non-public offering of A-Shares and permanently replenishing working capital with surplus raised funds.
3. On February 10, 2021, the company held the 32nd meeting of the 8th board of directors by means of communication voting, deliberated and adopted the proposal on providing performance guarantee for the subsidiary Zte Corporation(000063) Indonesia Co., Ltd.
4. On March 16, 2021, the company held the 33rd meeting of the 8th board of directors in the form of teleconference, deliberated and adopted the full text of the annual report of 2002, the summary and performance announcement of the annual report of 2002, the feasibility analysis of derivatives investment and the proposal of applying for investment quota in 2001 Proposal on providing performance guarantee line for overseas subsidiaries in 2002, proposal on applying for unified registration and issuance of multiple debt financing instruments in 2002, proposal on applying for comprehensive credit line in 2002, special report on deposit and use of raised funds in 2002, financial final accounts report in 2002 The proposal on uniformly adopting the Chinese accounting standards for business enterprises to prepare financial statements and terminating the employment of overseas financial report audit institutions, the proposal on changing the securities affairs representative, the summary report of the Audit Committee on the audit work of the audit institutions in 2020, the evaluation report on internal control in 2020 The proposal on the performance appraisal of the president and the annual performance bonus in 2020, the proposal on the performance appraisal of other senior managers and the annual performance bonus and the annual bonus amount of the chairman and the chairman of the board of supervisors in 2020, the report on the implementation of remuneration in 2020, and the special explanation on the securities investment in 2020 The work report of the president in 2002, the work report of the board of directors in 2002, the sustainable development report in 2002, the proposal on the company’s application for general authorization in 2002, the proposal on Amending the relevant provisions of the articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors The profit distribution plan for the year of 2020 and the proposal on the planning of shareholders’ dividend return (20212023).
5. On April 28, 2021, the company held the 34th meeting of the 8th board of directors in the form of teleconference, which deliberated and adopted the report of the first quarter of 2002, the proposal on appointing the audit institution of 2002, and the proposal on signing the supplementary agreement to the framework agreement on real estate, equipment and facilities leasing with ZTE Hetai Proposal on the performance management measures of the president in 2002, proposal on the performance management measures of other senior managers, the chairman of the board of directors and the chairman of the board of supervisors in 2002, and proposal on the salary budget in 2002.
6. On May 25, 2021, the company held the 35th meeting of the 8th board of directors by means of communication voting, deliberated and adopted the proposal on increasing the business scope and amending the relevant provisions of the articles of association and the proposal on convening the annual general meeting of shareholders in 2020.
7. On June 29, 2021, the company held the 36th meeting of the 8th board of directors in the form of teleconference, deliberated and adopted the proposal on adjusting the incentive objects and the number of options of the 2017 stock option incentive plan, the proposal on the achievement of the exercise conditions in the third exercise period of the 2017 stock option incentive plan Proposal on cancellation of some stock options, proposal on adjustment of Zte Corporation(000063) group members, proposal on Revision of information disclosure management system of debt financing instruments in inter-bank bond market. 8. On August 2, 2021, the company held the 37th meeting of the 8th board of directors by means of communication voting, deliberated and adopted the proposal on adjusting the incentive objects and the number of options in the 2020 stock option incentive plan and the proposal on canceling some stock options.
9. On August 24, 2021, the company held the 38th meeting of the 8th board of directors by means of communication voting, deliberated and adopted the proposal on adjusting the exercise price of 2017 stock option incentive plan according to the rules.
10. On August 27, 2021, the company held the 39th meeting of the 8th board of directors in the form of teleconference, deliberated and adopted the full text, summary and performance announcement of the semi annual report of 2002, the semi annual financial statement report of 2002, and the proposal to apply for comprehensive credit line in the second half of 2002 Special report on the deposit and use of raised funds in the first half of 2002.
11. On September 23, 2021, the company held the 40th meeting of the 8th board of directors by means of communication voting, deliberated and adopted the proposal on matters related to the granting of reserved stock options in 2020 stock option incentive plan and the proposal on continuing to purchase “liability insurance for directors, supervisors and senior staff”.
12. On October 25, 2021, the company held the 41st meeting of the 8th board of directors in the form of teleconference, deliberated and adopted the report of the third quarter of 2002 and the proposal on the adjustment of Zte Corporation(000063) group members.
13. On November 4, 2021, the company held the 42nd meeting of the 8th board of directors by means of communication voting, deliberated and adopted the proposal on adjusting the incentive objects and the number of options granted for the first time in the 2020 stock option incentive plan Proposal on the achievement of exercise conditions in the first exercise period of stock options first granted by the stock option incentive plan in 2020 and proposal on cancellation of some stock options.
14. On December 16, 2021, the company held the 43rd meeting of the 8th board of directors in the form of teleconference, deliberated and adopted the proposal on daily connected transactions with ZTE, a related party Proposal on daily related party transactions signed with related party aerospace Ouhua 2022 Zte Corporation(000063) channel cooperation framework agreement – general distributor, proposal on related party transactions signed with related party ZTE Hetai 20222023 real estate, equipment and facility leasing framework agreement Proposal on daily related party transactions with ZTE Hetai, a related party, for signing the 20222023 procurement framework agreement on hotel services Ş TELEKOMÜN İ KASYON A. Ş. Proposal on mutual guarantee between and its holding subsidiaries.
2、 Convening of the general meeting of shareholders by the board of directors and implementation of resolutions
(I) the company held a general meeting of shareholders in 2021. The details are as follows:
On June 25, 2021, the company held the 2020 annual general meeting of shareholders by combining on-site voting and online voting, and deliberated and adopted the annual report of 2020 (including the annual financial report of 2020 audited by domestic and foreign audit institutions), the work report of the board of directors of 2020 and the work report of the board of supervisors of 2020 The president’s work report for the year of 2002, the final financial statement report for the year of 2002, the profit distribution plan for the year of 2002, the proposal on feasibility analysis of derivatives investment and application for investment quota in the year of 2002, the proposal on providing performance guarantee for the subsidiary Zte Corporation(000063) Indonesia Co., Ltd Proposal on providing performance guarantee line for overseas subsidiaries in 2001, proposal on applying for unified registration and issuance of multiple debt financing instruments in 2001, proposal on applying for comprehensive credit line in 2001 The proposal on uniformly adopting the Chinese accounting standards for business enterprises to prepare financial statements and terminating the employment of overseas financial report audit institutions, the proposal on the appointment of audit institutions in 2001, the proposal on the company’s application for general authorization in 2002, and the proposal on the planning of shareholders’ dividend return (20212023) The proposal on Amending the articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors, the proposal on increasing the business scope and amending the relevant articles of the articles of association accordingly, and the proposal on Amending the rules of procedure of the board of supervisors.
(II) implementation of resolutions of the general meeting of shareholders by the board of directors
1. The 33rd meeting of the 8th board of directors held on March 16, 2021 and the 2020 annual general meeting of shareholders held on June 25, 2021 deliberated and approved the 2020 profit distribution plan: Based on the total share capital (including A-Shares and H shares) on the registration date of dividends and dividends, the company will distribute 2 yuan in cash (including tax) to all shareholders for every 10 shares; The total share capital of the company on the equity registration date is 4637709675 shares (including 3882207141 A shares and 755502534 H shares). The profit distribution in 2020 has been implemented on August 20, 2021, with a total cash dividend of 928 million yuan.
2. The board of directors of the company considered matters related to the company’s 2017 stock option incentive plan in accordance with the relevant resolutions of the 2016 annual general meeting of shareholders, the 2017 first A-share general meeting and the 2017 first H-share general meeting held on June 20, 2017:
(1) The 36th meeting of the 8th board of directors was held on June 29, 2021 to consider and approve the proposal on adjusting the incentive objects and the number of options in the 2017 stock option incentive plan, the proposal on the achievement of the exercise conditions in the third exercise period of the 2017 stock option incentive plan and the proposal on canceling some stock options. In the third exercise period of the stock option incentive plan in 2017, the number of exercisable incentive objects was adjusted from 1687 to 1573, and the number of exercisable stock options was adjusted from 39726486 to 37289056; The third exercise period of the company’s 2017 stock option incentive plan has achieved the exercise conditions; The company will cancel 2437430 stock options granted to incentive objects who no longer meet the conditions for becoming incentive objects or stock options that do not meet the exercise conditions.
(2) The 38th meeting of the 8th board of directors was held on August 24, 2021. The proposal on adjusting the exercise price of 2017 stock option incentive plan according to the rules was considered and adopted, and it was agreed that the exercise price of stock option in 2017 stock option incentive plan was adjusted to 16.66 yuan / share.
3. According to the relevant resolutions of the second extraordinary general meeting of shareholders in 2020 held on November 6, 2020, the board of directors of the company deliberated on matters related to the company’s 2020 stock option incentive plan:
(1) The 37th meeting of the 8th board of directors was held on August 2, 2021 to consider and approve the proposal on adjusting the incentive objects and the number of options in the 2020 stock option incentive plan and the proposal on canceling some stock options. One incentive object gave up participating in the 2020 stock option incentive plan, 26000 stock options that have been granted but have not been exercised will be recovered and cancelled by the company free of charge. It is agreed to adjust the number of incentive objects first granted by the 2020 stock option incentive plan from 6123 to 6122, and the number of stock options granted from 163472 million to 163446 million, of which, The total number of stock options granted for the first time was adjusted from 158472000 to 158446000, and the total number of stock options reserved for grant was still 5 million.
(2) The 40th meeting of the 8th board of directors was held on September 23, 2021. The proposal on matters related to the grant of reserved stock options in the 2020 stock option incentive plan was considered and approved, and the company was agreed to grant a total of 5 million reserved stock options to 410 incentive objects
