Independent non-executive directors’ comments on the 45th meeting of the 8th board of directors
Independent opinions on relevant matters
1、 Special notes and independent opinions on the fund occupation and external guarantee of related parties in 2021 as the independent non-executive director of Zte Corporation(000063) (hereinafter referred to as the “company”), we checked the fund occupation and external guarantee of the controlling shareholders and other related parties in 2021 (hereinafter referred to as the “reporting period”). Based on our independent judgment, we hereby make a special explanation on the relevant situation and express independent opinions as follows:
1、 During the reporting period, there was no non operational occupation of the company’s funds by the company’s controlling shareholders and other related parties.
2、 As of December 31, 2021, the actual guarantee balance of the company is equivalent to about 4029266700 yuan, accounting for about 7.83% of the equity attributable to the common shareholders of the parent company as of December 31, 2021. During the reporting period, the actual amount of external guarantee of the company and its subsidiaries (excluding the guarantee between the company and its subsidiaries and the guarantee from its subsidiaries to its subsidiaries) was RMB 10000. At the end of the reporting period, the balance of actual external guarantee of the company and its subsidiaries (excluding the guarantee between the company and its subsidiaries and the guarantee from its subsidiaries to its subsidiaries) was equivalent to about RMB 210193 million; During the reporting period, the actual amount of guarantee between the company and its subsidiaries was equivalent to about 1389846400 yuan, and the actual balance of guarantee between the company and its subsidiaries was equivalent to about 3621096400 yuan at the end of the reporting period; During the reporting period, the actual amount of guarantee from subsidiaries to subsidiaries was equivalent to about 309507500 yuan, and the actual balance of guarantee from subsidiaries to subsidiaries at the end of the reporting period was equivalent to about 38715100 yuan.
We believe that during the reporting period, the decision-making procedures of the company’s external guarantee comply with the relevant provisions of the notice on regulating the external guarantee behavior of listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in 2020) and the articles of association. 2、 Independent opinions on derivatives transactions in 2021
In order to reduce the impact of exchange rate fluctuations on the company’s assets, liabilities and profitability, the company uses financial products to invest in hedging derivatives to enhance the company’s financial stability. The company has carried out strict internal evaluation for the derivatives business, established corresponding supervision mechanism and equipped full-time personnel. The derivatives business contracting institutions carried out by the company and its holding subsidiaries operate steadily and have good credit standing. The derivatives business carried out by the company and its holding subsidiaries is closely related to daily business needs, and the internal review procedures performed comply with relevant laws and regulations and the provisions of Zte Corporation(000063) articles of association. 3、 Independent opinions on the feasibility analysis of derivatives investment in 2002 and the application for investment quota. In order to prevent the adverse impact of exchange rate and interest rate fluctuations on the company, the company and its holding subsidiaries need to invest in hedging derivatives. The company has conducted strict internal evaluation for derivatives business and established corresponding supervision mechanism. The internal review procedures performed comply with relevant laws and regulations and the provisions of Zte Corporation(000063) articles of association.
The company has formulated the management system of Derivative Investment and issued the feasibility analysis report of derivative investment business. The company carries out Derivative Investment on the basis of actual business in order to reduce the adverse impact of exchange rate and interest rate fluctuations on the company and enhance the financial stability of the company. We believe that it is feasible for the company to carry out derivative investment. 4、 Independent opinions on the amount of guarantee to be provided for subsidiaries in 2002
We believe that the amount of guarantee provided by the company and its subsidiaries to its subsidiaries in total does not exceed 420 million US dollars, which is in line with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies The decision-making procedures are legal and effective in accordance with the relevant provisions of the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and Zte Corporation(000063) articles of association. 5、 Independent opinions on the appointment of audit institutions in 2002
After verification, Ernst & Young Huaming Certified Public Accountants (special general partnership) has scrupulously performed its duties, followed the independent, objective and fair practice standards, and issued the company’s 2021 annual audit report on schedule.
We agree that the company will continue to employ Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution of the company’s financial report and internal control audit institution in 2022. The reappointment of the accounting firm is conducive to ensuring the quality of the company’s audit work, and there is no damage to the interests of the company and all shareholders. The deliberation procedures of this matter comply with relevant laws and regulations and the relevant provisions of Zte Corporation(000063) articles of association. 6、 Independent opinions on the evaluation report of internal control in 2021
The 2021 annual internal control evaluation report of the company is prepared in accordance with the basic norms of enterprise internal control and the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 – General Provisions on the annual internal control evaluation report, which reflects the actual situation of the company’s internal control and agrees with the 2021 annual internal control evaluation report of the company. 7、 Independent opinions on the remuneration of senior management and Chairman
The remuneration and appraisal committee of the board of directors and the board of directors have inspected the performance appraisal of the company’s senior managers and the chairman in 2021. We believe that the remuneration of the company’s senior management and chairman in 2021 is in line with the remuneration and relevant performance management measures formulated by the company and the actual operation of the company. 8、 Independent opinions on external public welfare donation in 2022
We believe that the company’s external public welfare donation aims to give back to the society and actively fulfill the social responsibility of listed companies. 9、 Independent opinions on securities investment in 2021
The securities investment carried out by the company in 2021 complies with the provisions of relevant laws and regulations such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), which was effective at that time. 10、 Independent opinions on the profit distribution plan of 2021
We believe that the profit distribution plan for 2021 made by the company according to the actual situation of the company is in line with the actual situation of the company and does not violate the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and other relevant laws and regulations and the relevant provisions of Zte Corporation(000063) articles of association. We agree to the company’s profit distribution plan and agree to submit the above plan to the general meeting of shareholders for deliberation. 11、 Independent opinions on the deposit and use of raised funds in 2001
The company’s special report on the deposit and use of raised funds in 2001 truly and accurately reflects the deposit and use of raised funds in the reporting period.
The deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the management of raised funds and the company’s raised funds management system. The company has no illegal deposit and use of raised funds. 12、 Independent opinions on submitting to the general meeting of shareholders for deliberation on the company’s authorization plan for repurchase of A-Shares in 2002
The authorized matters and relevant deliberation procedures of this share repurchase comply with the company law of the people’s Republic of China and other laws and regulations as well as the relevant provisions of Zte Corporation(000063) articles of association.
The company’s repurchase of A-Shares will be used for employee stock ownership plan or equity incentive and conversion of corporate bonds that can be converted into shares issued by the company, which is conducive to improving the company’s incentive mechanism and the company’s operation.
Zte Corporation(000063) the independent non-executive director of the 8th board of directors:
Cai Manli, Wu Jundong, Zhuang Jiansheng
March 8, 2022
