Securities code (A / h): Zte Corporation(000063) / 763 securities abbreviation (A / h): Zte Corporation(000063) Announcement No.: 202218 Zte Corporation(000063)
Announcement on the amount of guarantee to be provided for subsidiaries in 2002
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Zte Corporation(000063) (hereinafter referred to as “the company”, “the company” or ” Zte Corporation(000063) “) held the 45th meeting of the 8th board of directors on March 8, 2022. It was considered and approved that the company and its subsidiaries planned to provide a total guarantee of no more than US $420 million for its subsidiaries in 2022. According to China Securities Regulatory Commission [2022] No. 26 “guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies”, “guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (January 2022)” and other relevant normative documents and the provisions of Zte Corporation(000063) articles of association, This time, the guarantee amount provided by the company and its subsidiaries for subsidiaries must be submitted to the general meeting of shareholders of the company for deliberation. 1、 Overview of guarantee
In order to promote the smooth development of the group’s business, the company and its subsidiaries intend to provide a total guarantee amount of no more than US $420 million for the subsidiaries in 2022, accounting for 5.16% of the owner’s equity attributable to the common shareholders of the listed company in the audited consolidated accounting statements of the company on December 31, 2021. 1.
(I) guarantee amount provided by the company for subsidiaries
The company plans to provide 8 subsidiaries with a total performance guarantee of no more than US $300 million (including but not limited to the signing of guarantee agreement by the parent company). The details are as follows: 1. Guarantor: Zte Corporation(000063) 2. Guaranteed: Zte Corporation(000063) (Japan) Co., Ltd., Zte Corporation(000063) Indonesia Co., Ltd., Zte Corporation(000063) (Bangladesh) Co., Ltd., Zte Corporation(000063) (Belarus) Co., Ltd., Zte Corporation(000063) (Malaysia) Co., Ltd., Zte Corporation(000063) (Thailand) Co., Ltd Zte Corporation(000063) (Xiang 1) according to the foreign currency bookkeeping exchange rate of the company as of February 28, 2022, 1 US dollar is converted to 6.3199 yuan.
Hong Kong) Co., Ltd. (hereinafter referred to as “ZTE Hong Kong”), NETA Ş TELEKOMÜN İ KASYON A. Ş. (hereinafter referred to as “NETA”) ş”）。 See the appendix for the information and basic financial data of the guaranteed. 3. Scope of guarantee: excluding financing guarantee. 4. 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. If there is unused quota at the expiration of the validity period, the company will write off it. During the validity period, if the total amount of guarantee provided by the company exceeds 50% of the latest audited net assets, any performance guarantee shall be provided to these subsidiaries within the above guarantee limit and will not be submitted to the general meeting of shareholders for deliberation. 5. After the general meeting of shareholders of the company deliberates and approves the amount of performance guarantee provided by the company for its subsidiaries, the board of directors of the company shall examine and approve the specific guarantee within the limit and fulfill the obligation of information disclosure.
(II) the amount of guarantee provided by the company’s subsidiaries to the subsidiaries
In order to meet the actual needs of daily operation and business development, the 43rd meeting of the 8th board of directors held on December 16, 2021 considered and adopted the Ş TELEKOMÜN İ KASYON A. Ş. Proposal on mutual guarantee between the company and its holding subsidiaries, agreeing to NETA, a Turkish listed company affiliated to the company ş And its subsidiaries intend to provide joint and several liability guarantee for the comprehensive credit extension in financial institutions, with a total guarantee amount of no more than 120 million US dollars, and the validity period is from January 1, 2022 to December 31, 2022. According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which was newly implemented in January 2022, if a subsidiary of a listed company provides guarantee for other subsidiaries with an asset liability ratio of more than 70%, it shall be submitted to the general meeting of shareholders of the listed company for deliberation. Neta ş The mutual guarantee between and its subsidiaries shall be resubmitted to the board of directors and the general meeting of shareholders of the company for deliberation. After the general meeting of shareholders is deliberated and approved, the amount approved on December 16, 2021 will become invalid. The details are as follows: 1. Guarantee amount:
NETA, a subsidiary of the company ş And its three 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 US $120 million. Each guaranteed subject applies for credit extension from financial institutions, including loan, letter of guarantee and reverse supply chain financing. 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.
Guarantee amount of equity relationship between the guarantor and the guaranteed
(USD 100 million)
Neta ş And BDH
Bili ş im Destek Neta ş Bili ş im Teknolojileri Neta ş Directly holding NETA ş Bili ş im100%
Hizmetleri Sanayi A. Ş. (hereinafter referred to as “NETA”) ş Equity, NETA ş Bili ş Im directly holding BDH 0.65
ve Ticaret. A. Ş (in Bili) ş Im “) 100% equity
Hereinafter referred to as “BDH”)
Neta ş Neta ş Indirectly holding 100% equity of BDH,
And NETA ş Bili ş im BDH Neta ş Bili ş Im directly holds BDH 100% 0.15
stock right
Neta ş Bili ş im Neta ş Neta ş Directly holding NETA ş Bili ş im 100% 0.3
stock right
Netas Telecom Limited Neta ş Directly holding netas Kazakhstan
Neta ş 100% equity 0.1
“Netas Kazakhstan”)
See the appendix for the information and basic financial data of the guaranteed.
2. Guarantee type: joint and several liability guarantee 3. Guarantee amount and period: within the authorized guarantee limit, NETA ş And its subsidiaries shall confirm the actual guarantee amount and term according to the negotiation with financial institutions and the actual situation. 4. Counter guarantee: each guaranteed is NETA ş The company within the scope of the consolidated statements is a subsidiary within the scope of Zte Corporation(000063) consolidated statements, and each guaranteed has not provided counter guarantee. 2、 The company’s accumulated external guarantee quantity and overdue guarantee quantity
After the guarantee amount is provided, the total amount of external guarantee amount considered by the company and its holding subsidiaries is about 84106077 million yuan; The actual external guarantee balance of the company and its holding subsidiaries is about 6517937400 yuan (of which the actual external guarantee balance of the company to its holding subsidiaries is about 5519164900 yuan), accounting for 12.66% of the owner’s equity attributable to the general shareholders of the listed company in the audited consolidated accounting statements on December 31, 2021; The actual balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements is about RMB 210193 million, accounting for 0.04% of the owner’s equity attributable to common shareholders of Listed Companies in the audited consolidated accounting statements of the company on December 31, 2021. The above guarantees comply with the relevant provisions of the China Securities Regulatory Commission, and there is no illegal guarantee.
The company has no overdue guarantee and no guarantee involving litigation. 3、 Opinions of the board of directors and independent non-executive directors
The board of Directors believes that the guarantee amount provided by the company and its subsidiaries to its subsidiaries is conducive to the smooth development of the group’s business. The guaranteed is a subsidiary within the scope of Zte Corporation(000063) consolidated statements, and the guarantee risk is controllable.
The independent non-executive directors of the company believe that the guarantee amount provided by the company and its subsidiaries to its subsidiaries mentioned in this announcement meets the regulatory guidelines for listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of Listed Companies [2022] No. 26 of China Securities Regulatory Commission The decision-making procedures are legal and effective in accordance with the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (January 2022) and Zte Corporation(000063) articles of association. 4、 Documents for future reference
1. Resolution of the 45th meeting of the 8th board of directors of the company
2. Independent opinions of independent non-executive directors of the company
It is hereby announced.
Zte Corporation(000063) board of directors March 9, 2022
Appendix:
1. Basic information of guaranteed subsidiaries:
No. company name time of establishment registered capital registered city legal representative equity structure note 1 main business
ZTE Japan K.K. acts as agent, sells and markets communication products 1 ( Zte Corporation(000063) (Japan) has 488.1 million shares on April 1, 2008. Li Ming ZTE Hong Kong, Tokyo, Japan, holds 100% of the products, and provides corresponding engineering After sales service, technical support, consultation and training, etc
Various telecommunication equipment, spare parts and phase Pt ZTE Indonesia 380016 billion Indonesia ZTE Hong Kong holds 999952% of the shares, which is related to equipment distribution; Telecommunications equipment and 2 ( Zte Corporation(000063) Indonesia Co., Ltd. after sales service of spare parts with 0.0048% shares held by Liang weiqi, Hao Yi and Yu Congqing ZTE Netherlands in Jakarta on June 23, 2004; Distribution Power Co., Ltd.) Business activities required by credit equipment and spare parts
ZTE Corporation Bangladesh agency, sales, marketing communications
