Work report of independent non-executive directors in 2021
As an independent non-executive director of Zte Corporation(000063) (hereinafter referred to as ” Zte Corporation(000063) ” or “the company”) (hereinafter referred to as “independent director”), we comply with the company law of the people’s Republic of China, the system of independent directors of listed companies and other laws and regulations, as well as the articles of association, the system of Zte Corporation(000063) independent directors and the working system of Zte Corporation(000063) independent directors’ annual report, Be honest and diligent, faithfully perform their duties, actively play the role of independent directors, and pay attention to safeguarding the interests of the company and all shareholders, especially the interests of minority shareholders. The report on our performance of the duties of independent directors in 2021 is as follows:
1、 Attendance at meetings
In 2021, we earnestly participated in the board of directors, the professional committee of the board of directors and the general meeting of shareholders, and fulfilled the obligations of integrity and diligence of independent non-executive directors. The company will inform us in advance and provide sufficient information on all matters that need to be decided by the board of directors and the professional committee of the board of directors. Before convening the board of directors and the professional committee of the board of directors, we reviewed the meeting documents and relevant materials in detail, and made full preparations for the important decisions of the board of directors and the professional committee of the board of directors. At the meetings of the board of directors and the professional committee of the board of directors, we objectively and fairly analyzed and judged various topics, expressed independent opinions, actively participated in the discussion and put forward suggestions on the company’s stock option incentive plan, internal control, related party transactions and other related matters.
(I) attendance at the board of directors and shareholders’ meeting
In 2021, the company held 14 meetings of the board of directors (including 7 by teleconference and 7 by communication voting), and 1 general meeting of shareholders by combining on-site voting and online voting. The convening of the board of directors and the general meeting of shareholders of the company complies with legal procedures. We did not object to or abstain from any proposal of the board of directors in 2021. The details of our attendance at the board of directors and general meeting of shareholders in 2021 are as follows:
Board of directors and general meeting of shareholders
The independent non-executive director’s surname shall attend in person, delegate in person, be absent times, actually attend times, the number of times of the board of directors, the number of times of the shareholders’ meeting
Count
Cai Manli 14 0 01 1
Wu Jundong 14 0 01 1
Zhuang Jiansheng 14 0 0 1 1
(II) attendance at professional committees
In 2021, the company held 6 meetings of the remuneration and assessment committee, 1 meeting of the nomination committee, 7 meetings of the audit committee and 4 meetings of the export compliance committee. Our attendance at the meetings of the professional committee is as follows:
Remuneration and assessment committee
The name of the independent non-executive director shall attend the meeting in person and the number of absences entrusted to attend the meeting
Cai Manli 6 6 0 0
Wu Jundong 6 600
Zhuang Jiansheng 6 600
Nomination Committee
The name of the independent non-executive director shall attend the meeting in person and the number of absences entrusted to attend the meeting
Cai Manli 1 1 0 0
Wu Jundong 1 1 0 0 0
Zhuang Jiansheng 1 0 0
audit committee
The name of the independent non-executive director shall attend the meeting in person and the number of absences entrusted to attend the meeting
Cai Manli 7 7 0 0
Wu Jundong 7 7 0 0
Zhuang Jiansheng 7 7 0 0
Export compliance committee
The name of the independent non-executive director shall attend the meeting in person and the number of absences entrusted to attend the meeting
Cai Manli 4 400
Wu Jundong 4 4 0 0 0
Zhuang Jiansheng 4 400
2、 Independent opinions
In 2021, we issued the following opinions of independent non-executive directors in accordance with Zte Corporation(000063) independent director system and relevant laws and regulations:
(I) on January 11, 2021, at the 30th meeting of the 8th board of directors of the company:
Independent opinions on the transfer of 90% equity of Beijing ZTE GAODA Communication Technology Co., Ltd;
(II) on January 29, 2021, at the 31st meeting of the eighth board of directors of the company, the independent opinions on using the raised funds to replace the self raised funds of the investment projects invested with the raised funds were issued: 1; 2. Independent opinions on closing the project of raising and investing in non-public offering of A-Shares and permanently replenishing the surplus raised funds with working capital.
(III) on February 10, 2021, at the 32nd meeting of the 8th board of directors of the company, the independent opinion on the proposal on providing performance guarantee for the subsidiary Zte Corporation(000063) Indonesia Co., Ltd. was issued
(IV) on March 16, 2021, at the 33rd meeting of the 8th board of directors, the company issued: 1. Special instructions and independent opinions on the occupation of funds and external guarantee of related parties in 2020;
2. Independent opinions on the derivatives transactions carried out in 2020;
3. Independent opinions on the feasibility analysis of derivatives investment and the amount of investment applied in 2021;
4. Independent opinions on the amount of performance guarantee provided for overseas subsidiaries in 2001;
5. Independent opinions on related deposits, loans and other financial businesses of the finance company in 2020;
6. Independent opinions on uniformly adopting the Chinese accounting standards for business enterprises to prepare financial statements and terminating the renewal of the employment of overseas financial report audit institutions;
7. Independent opinions on the evaluation report of internal control in 2002;
8. Independent opinions on the remuneration of senior managers and the chairman of the board;
9. Independent opinions on securities investment in the year of 2002;
10. Independent opinions on the profit distribution plan of 2020;
11. Independent opinions on shareholder dividend return planning (20212023);
12. Independent opinions on the deposit and use of raised funds in 2002.
(V) on April 28, 2021, at the 34th meeting of the 8th board of directors of the company, the independent opinions on the proposal on appointing the audit institution in 2021 were issued: 1;
2. Independent opinions in advance and independent opinions on the related party transaction proposal on signing the supplementary agreement to the real estate and equipment and facilities leasing framework agreement with ZTE Hetai;
3. Independent opinions on derivatives investment in the first quarter of 2021;
The number of incentive objects was adjusted at the 36th and 29th meetings of the board of directors on June 29, 2017, and the opinions on the incentive plan of the company were issued;
2. Independent opinions on the achievement of exercise conditions in the third exercise period of 2017 stock option incentive plan; 3. Independent opinions on the cancellation of some stock options by the company.
(VII) on August 2, 2021, at the 37th meeting of the 8th board of directors of the company, the independent opinions on adjusting the incentive objects and the number of options of the 2020 stock option incentive plan were issued: 1;
2. Independent opinions on the cancellation of some stock options by the company.
(VIII) on August 24, 2021, at the 38th meeting of the 8th board of directors of the company, the independent opinion on adjusting the exercise price of 2017 stock option incentive plan according to the rules was issued
(IX) on August 27, 2021, at the 39th meeting of the eighth board of directors of the company, the independent opinions on the capital occupation and external guarantee of related parties in the half year of 2021 were issued: 1;
2. Independent opinions on derivatives investment in the half year of 2021;
3. Independent opinions on the deposit and use of raised funds in the half year of 2021.
(x) on September 23, 2021, at the 40th meeting of the 8th board of directors of the company:
1. Independent opinions on matters related to reserved stock option grant in 2020 stock option incentive plan; 2. Independent opinions on continuing to purchase “liability insurance for directors, supervisors and officers”
（11） On November 4, 2021, at the 42nd meeting of the eighth board of directors of the company, the independent opinions on adjusting the incentive objects and the number of options granted for the first time in the 2020 stock option incentive plan were issued: 1;
2. Independent opinions on the achievement of exercise conditions in the first exercise period of stock options first granted by the stock option incentive plan in 2020;
3. Independent opinions on the cancellation of some stock options by the company.
（12） On December 16, 2021, at the 43rd meeting of the eighth board of directors of the company, the following opinions were issued: 1. Independent opinions in advance and independent opinions on the proposal on daily connected transactions with related party ZTE newly signing the 2022 procurement framework agreement;
2. Independent verification opinions on the actual and expected daily related party transactions of raw materials purchased by the company from the related party ZTE in 2021;
3. Independent opinions in advance and independent opinions on the proposal on daily related party transactions signed with related party aerospace Ouhua 2022 Zte Corporation(000063) channel cooperation framework agreement – general distributor;
4. Independent verification opinions on the actual and expected daily related party transactions of the company’s products sold to aerospace Ouhua in 2021;
5. Independent opinions in advance and independent opinions on the proposal on daily connected transactions of hotel services 20222023 procurement framework agreement signed with related party ZTE Hetai;
6. Independent verification opinions on the actual and expected daily related party transactions of the company’s purchase of hotel services from ZTE Hetai and its subsidiaries in 2021;
7. Independent opinions in advance and independent opinions on the related party transaction proposal on signing the framework agreement on real estate, equipment and facilities leasing from 2022 to 2023 with ZTE Hetai;
3、 On site inspection of the company
In 2021, we took advantage of our participation in the general meeting of shareholders, the board of directors and other opportunities to
