Work report of the board of supervisors in 2021
Zte Corporation(000063) (hereinafter referred to as “the company”) the board of supervisors attended all meetings of the board of directors and general meetings of shareholders as nonvoting delegates in line with the responsibility of safeguarding the rights and interests of the company, shareholders and employees, and supervised the company’s financial situation, the use of raised funds, stock option incentive plan, related party transactions and the performance of duties of directors and senior managers. In 2021, the board of supervisors mainly did the following work:
1、 Meetings of the board of supervisors
In 2021, the board of supervisors held 12 working meetings, and the meetings were as follows:
1. On January 11, 2021, the company held the 23rd Meeting of the 8th board of supervisors in the form of teleconference, deliberated and adopted the proposal on the holding subsidiary Shanghai ZTE Yilian Communication Co., Ltd. to apply for termination of listing in the National SME share transfer system.
2. On January 29, 2021, the company held the 24th Meeting of the 8th board of supervisors 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 March 16, 2021, the company held the 25th meeting of the 8th board of supervisors in the form of on-site meeting, deliberated and adopted the work report of the board of supervisors in 2020, the full text of the annual report in 2020 and the summary and performance report of the annual report in 2002 The proposal to apply for unified registration and issuance of multiple types of debt financing instruments in 2001, the final financial statement report in 2020, the proposal on unified adoption of Chinese accounting standards for business enterprises to prepare financial statements and termination of the employment of overseas financial report audit institutions, the internal control evaluation report in 2002 The proposal on Amending the rules of procedure of the board of supervisors, the profit distribution plan for 2020, and the proposal on the planning of shareholders’ dividend return (20212023).
4. On April 28, 2021, the company held the 26th meeting of the 8th board of supervisors in the form of on-site meeting, 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.
5. On June 29, 2021, the company held the 27th meeting of the 8th board of supervisors 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.
6. On August 2, 2021, the company held the 28th meeting of the 8th board of supervisors 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.
7. On August 24, 2021, the company held the 29th meeting of the 8th board of supervisors 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.
8. On August 27, 2021, the company held the 30th meeting of the 8th board of supervisors by teleconference, and deliberated and adopted the full text, summary and performance announcement of the semi annual report of 2002 and the financial final account report of the semi annual report of 2002.
9. On September 23, 2021, the company held the 31st meeting of the 8th board of supervisors 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”.
10. On October 25, 2021, the company held the 32nd meeting of the 8th board of supervisors by teleconference, and deliberated and adopted the report of the third quarter of 2021.
11. On November 4, 2021, the company held the 33rd meeting of the 8th board of supervisors 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.
12. On December 16, 2021, the 34th session of the board of supervisors of ZTE held a teleconference on the framework of related party transactions, and adopted the proposal on the new framework of related party transactions 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. 2、 Supervision of the company’s work in 2021
During the year, the board of supervisors carefully supervised and inspected the standardized operation, financial status, equity incentive and other matters of the company in accordance with relevant Chinese laws and regulations and the articles of association, and there was no objection in the supervision activities of these matters.
1. Supervise all proposals submitted to the general meeting of shareholders for deliberation
The board of supervisors carefully reviewed the work reports, financial statements, financial statements and other proposals submitted by the board of directors to the general meeting of shareholders, and the board of supervisors believed that their contents truly reflected the actual situation of the company.
2. Supervise the standardized operation of the company
According to the inspection of the board of supervisors, the company has established the internal control system required by laws and regulations, the general meeting of shareholders and the board of directors have established corresponding rules of procedure, the decision-making procedures comply with the relevant provisions of the company law and the articles of association, and the directors and management of the company seriously implement the resolutions of the general meeting of shareholders and the board of directors. The company shall disclose information truthfully, accurately, completely and timely in accordance with relevant Chinese laws and regulations.
The board of supervisors has reviewed the internal control evaluation report of the company in 2021. The board of supervisors believes that the internal control evaluation report of the company in 2021 is in line with the actual situation of the company’s internal control.
3. Supervise the financial situation of the company
The board of supervisors carefully reviewed the financial report of the company in 2021, consulted relevant accounting materials, and considered that the financial report of the company in 2021 truly and accurately reflected the financial status and operating results of the company in 2021.
4. Supervise the use of the company’s raised funds
According to the inspection of the board of supervisors, the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies. The company has carried out special account storage and use of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders, There is no illegal use of the raised funds.
The board of supervisors believes that the company’s closing of the project of raising and investing in non-public issuance of A-Shares and permanently replenishing the surplus raised funds with working capital is conducive to improving the use efficiency of raised funds and in line with the interests of all shareholders; The company’s use of the raised funds to replace the self raised funds invested in the raised funds investment projects is conducive to standardizing the use and management of the raised funds, does not conflict with the implementation plan of the raised funds investment projects, does not affect the normal progress of the raised funds investment projects, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders, Comply with the relevant provisions of the China Securities Regulatory Commission, such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies.
5. Supervise the equity incentive of the company
The board of supervisors checked the company’s adjustment of the incentive objects and the number of options in the 2017 stock option incentive plan according to the rules, the achievement of the exercise conditions in the third exercise period of the 2017 stock option incentive plan, and the cancellation of some stock options in the 2017 stock option incentive plan, and considered that the relevant review procedures were legal and compliant.
6. Supervise the related party transactions of the company
According to the inspection of the board of supervisors, the company has always followed the principle of fairness and reasonableness in the related party transactions with related parties, and there is no behavior damaging the interests of the company and shareholders.
7. Supervise the registration and management of insiders of the company
The company carries out the registration and management of insider information in accordance with the regulatory requirements, truthfully and completely records the list of insider information in all links such as the planning, transmission, preparation and resolution of insider information before public disclosure, and reports it to the regulatory authority for filing.
The board of supervisors hopes that in 2022, with the support of the majority of shareholders and the leadership of the board of directors, the company can repay shareholders and society with more excellent achievements.
Zte Corporation(000063) board of supervisors March 8, 2022
