Securities code (A / h): Zte Corporation(000063) / 763 securities abbreviation (A / h): Zte Corporation(000063) Announcement No.: 202222 Zte Corporation(000063)
Notice on convening the first extraordinary general meeting of shareholders 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” or “the company”) held the 45th meeting of the 8th board of directors of the company on March 8, 2022. The board of directors of the company decided to hold the first extraordinary shareholders’ meeting of the company in 2002 (hereinafter referred to as “the meeting”) by combining on-site voting and online voting.
The relevant information of this meeting is hereby notified as follows:
1、 Basic information of the meeting
(I) session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2002
(II) meeting time
1. The on-site meeting starts at 15:30 p.m. on Wednesday, March 30, 2022.
2. The online voting time of A-share shareholders is as follows on March 30, 2022:
Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on March 30, 2022; Via Internet voting system（ http://wltp.cn.info.com.cn. ）The specific time of voting is any time from 9:15 a.m. to 15:00 p.m. on March 30, 2022.
(III) venue
The venue of the on-site meeting is the large conference room on the fourth floor of the company’s Shenzhen headquarters.
Address: 4th floor, block a, block Zte Corporation(000063) building, Keji South Road, high tech Industrial Park, Nanshan District, Shenzhen, Guangdong, China
Tel: + 86 (755) 26770282
(IV) Convener
The meeting was convened by the board of directors of the company.
(V) legality and compliance of the meeting
The board of directors of the company guarantees that the meeting will be held in accordance with relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and Zte Corporation(000063) articles of Association (hereinafter referred to as the “articles of association”).
(VI) convening method
The meeting adopts a combination of on-site voting and online voting. Shareholders of A-Shares may vote in the following ways:
1. On site voting: including voting in person and entrusting others (who need not be a shareholder of the company) to vote by filling in the power of attorney.
2. Online voting: the company will provide online voting platform for A-share shareholders through the trading system and Internet voting system of Shenzhen Stock Exchange. A-share shareholders shall vote online through the above system within the relevant time limit specified in this notice. The operation mode of online voting is shown in Annex 2 of the notice of the general meeting of shareholders.
The same voting right can only choose one of on-site voting or online voting for the same proposal. In case of repeated voting of the same voting right, the first voting result shall prevail.
(VII) equity registration date of the meeting: Thursday, March 24, 2022.
(VIII) attendees:
1. Ordinary shareholders or their agents who hold shares of the company on the equity registration date;
(1) All shareholders of ” Zte Corporation(000063) ” ( Zte Corporation(000063) ) registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited at the closing of Shenzhen Stock Exchange on the afternoon of March 24, 2022 (i.e. “A-share shareholders”);
(2) H-share shareholders of the company registered in the register of shareholders of Hong Kong Central Securities Registration Co., Ltd. (this notice is not applicable to notices and announcements sent in accordance with relevant requirements of Hong Kong).
2. Directors, supervisors and senior managers of the company;
3. Representatives of intermediary agencies hired by the company and guests invited by the board of directors; and
4. Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
2、 Matters considered at the meeting
This meeting will consider the following matters:
1. Proposal on the replacement of the board of directors and the election of non independent directors of the ninth board of directors;
According to the resolution of the 44th meeting of the 8th board of directors held on February 24, 2022, the 8th board of directors of the company nominated Mr. Li Zizi, Mr. Xu Ziyang, Mr. Li Buqing, Mr. Gu Junying, Mr. Zhu Weimin and Ms. Fang Rong as candidates for non independent directors of the 9th board of directors of the company.
The term of office of the candidates for non independent directors of the ninth board of directors is three years, which will take effect from the date of deliberation and approval by the general meeting of shareholders.
2. Proposal on the replacement of the board of directors and the election of independent non-executive directors of the ninth board of directors;
According to the resolution of the 44th meeting of the 8th board of directors held on February 24, 2022, the 8th board of directors of the company nominated Ms. Cai Manli, Mr. Wu Jundong and Mr. Zhuang Jiansheng as candidates for independent non-executive directors of the 9th board of directors of the company.
The rules for independent directors of listed companies issued by the CSRC stipulates that “the term of office of independent directors is the same as that of other directors of the listed company. Upon expiration of the term of office, they can be re elected, but the term of re-election shall not exceed six years”. Ms. Cai Manli and Mr. Wu Jundong began to serve as independent non-executive directors of the company on June 29, 2018. The term of office of Ms. Cai Manli and Mr. Wu Jundong, candidates for independent non-executive directors of the ninth board of directors, will begin from the date of deliberation and approval by the general meeting of shareholders to June 28, 2024.
The term of office of Mr. Zhuang Jiansheng, the candidate for independent non-executive director of the ninth board of directors, is three years and will take effect from the date of deliberation and approval by the general meeting of shareholders.
Please refer to the relevant announcement issued by the company on February 25, 2022 for the resume of the above director candidates, the statement of independent non-executive director candidates and the statement of independent non-executive director nominees.
The qualifications and independence of the above independent non-executive director candidates have been filed with Shenzhen Stock Exchange and have no objection.
3. Proposal on the replacement of the board of supervisors and the election of shareholders’ representatives as supervisors of the ninth board of supervisors;
According to the resolution of the 35th meeting of the 8th board of supervisors held by the company on February 24, 2022, the 8th board of supervisors of the company nominated Ms. Jiang Mihua and Mr. Hao Bo as the supervisor candidates of the shareholder representatives of the 9th board of supervisors of the company.
The term of office of the supervisor candidate held by the shareholder representative of the ninth board of supervisors is three years, which will take effect from the date of deliberation and approval by the general meeting of shareholders.
Please refer to the announcement on the resolution of the 35th meeting of the 8th board of supervisors issued by the company on February 25, 2022 for the resume of the supervisor candidates held by the above shareholder representatives.
4. Proposal on adjusting the allowance of non-executive directors;
It is approved that the allowance standard for non-executive directors shall be adjusted from RMB 100000 before tax paid by the company to RMB 200000 before tax paid by the company every year (personal income tax shall be withheld and paid by the company).
The company shall still bear the expenses related to board and lodging, transportation and other expenses incurred in attending the meeting of the board of directors of the company.
5. Proposal on adjusting the allowance of independent non-executive directors;
It is approved that the allowance standard for independent non-executive directors shall be adjusted from 250000 yuan before tax paid by the company to 400000 yuan before tax paid by the company every year (personal income tax shall be withheld and paid by the company). The company shall still bear the expenses related to board, lodging, transportation and so on.
After being elected, the supervisor will enter into a service contract with the company. The term of office of the supervisor is three years from the date of deliberation and approval by the general meeting of shareholders, and the supervisor has no supervisor allowance.
After the directors are elected, they will enter into a service contract with the company. The term of office of Ms. Wu Jundong is approved by the general meeting of shareholders, and the remaining term of office starts from June 28, 2024. Non independent directors (i.e. non-executive directors) and independent non-executive directors who do not serve in the company receive director’s allowance from the company. The allowance standard of non-executive directors will be paid by the company before tax of RMB 200000 per year according to the standard to be considered by the general meeting of shareholders (assuming the resolution on adjusting the allowance of non-executive directors is passed); The allowance standard of independent non-executive directors will be subject to the consideration of the general meeting of shareholders (assuming that the resolution on adjusting the allowance of independent non-executive directors is passed), the company will pay RMB 400000 before tax every year, and the personal income tax of director allowance will be withheld and paid by the company. Other non independent directors (i.e. executive directors) receive remuneration in accordance with the company’s remuneration and performance management measures, and do not receive director allowance.
6. Proposal on submitting to the general meeting of shareholders for deliberation on the company’s authorization plan for repurchase of A-Shares in 2002. 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 specific contents of the proposal are detailed in the announcement on submitting the general meeting of shareholders to consider the company’s authorization scheme for repurchase of A-Shares in 2002 issued by the company on March 9, 2022.
explain:
According to the relevant provisions of the articles of association, the above proposals 1, 2 and 3 will be voted on one by one by cumulative voting for each director candidate and supervisor candidate held by shareholder representative.
The above proposals 1-5 are ordinary resolutions, which must be passed by more than half of the voting rights held by the shareholders attending the meeting, and proposal 6 is a special resolution, which must be passed by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Proposal 3 has been deliberated and adopted at the 35th meeting of the 8th board of supervisors held by the company on February 24, 2022, and proposals 1, 2, 4 and 5 have been deliberated and adopted at the 44th meeting of the 8th board of directors held by the company on February 24, 2022. For details, please refer to the relevant announcement issued by the company on February 25, 2022; Proposal 6 has been deliberated and adopted at the 45th meeting of the 8th board of directors held by the company on March 8, 2022. For details, please refer to the relevant announcement issued by the company on March 9, 2022.
3、 Proposal code
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Cumulative voting proposal (using equal voting)
1.00 proposal on the replacement of the board of directors and the election of non independent directors of the ninth board of directors (6)
1.01 elect Mr. Li Zixue as a non independent director of the ninth board of directors √
1.02 elect Mr. Xu Ziyang as a non independent director of the ninth board of directors √
1.03 elect Mr. Li Buqing as a non independent director of the ninth board of directors √
1.04 elect Mr. Gu Junying as a non independent director of the ninth board of directors √
1.05 elect Mr. Zhu Weimin as a non independent director of the ninth board of directors √
1.06 elect Ms. Fang Rong as a non independent director of the ninth board of directors of the company √
2.00 proposal on the replacement of the board of directors and the election of independent non-executive directors of the ninth board of directors (3)
2.01 elect Ms. Cai Manli as an independent non-executive director of the ninth board of directors √
2.02 elect Mr. Wu Jundong as an independent non-executive director of the ninth board of directors √
2.03 elect Mr. Zhuang Jiansheng as an independent non-executive director of the ninth board of directors √
3.00 proposal on the replacement of the board of supervisors and the election of shareholders’ representatives of the ninth board of supervisors (2)
3.01 elect Ms. Jiang Mihua as the shareholder representative of the ninth board of supervisors of the company √
3.02 elect Mr. Hao Bo as the supervisor of the shareholder representative of the ninth board of supervisors √
Non cumulative voting proposal
4.00 proposal on adjusting the allowance of non-executive directors √
5.00 proposal on adjusting the allowance of independent non-executive directors √
6.00 proposal on submitting to the general meeting of shareholders for deliberation on the company’s authorization plan for repurchase of A-Shares in 2002 √
4、 Attendance registration of on-site meetings
