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ZTE: June 29th held a 2017 degree shareholder meeting, adding three provisional proposals

via:博客园     time:2018/6/13 21:36:17     readed:149

On the evening of June 13, ZTE Corporation issued an announcement stating that the 2017 annual general meeting of shareholders was held on June 29 and three additional temporary proposals were added.

The three interim proposals include proposals on amending the Articles of Association and related provisions of the Rules of Procedure of the Board of Directors, proposals on the election of non-independent directors, and proposals on the election of independent non-executive directors.

The following is the announcement of ZTE:

ZTE Corporation's Supplementary Notice on the Holding Time of the 2007 Annual General Meeting of Shareholders and the Additional Provisional Proposal

The company and all members of the board of directors ensure the truthfulness, accuracy, and completeness of the information disclosed, and there are no false records, misleading statements or major omissions.

I. To determine the holding date of the 2007 annual general meeting of shareholders

ZTE Corporation (hereinafter referred to as “Company” or “Company”) held the 28th meeting of the 7th Board of Directors of the Company on March 15, 2018. The board of directors of the Company decided to vote on site. In conjunction with online voting, the Company convened the Company's 2007 Annual General Meeting of Shareholders (hereinafter referred to as "this meeting" or "the Annual General Meeting of Shareholders"), and it has published on March 16, 2018. The Notice of Holding the 2017 Annual General Meeting of Shareholders (hereinafter referred to as the "Notice") announced the time, place, and deliberations of the company's current meeting.

The Company convened the 30th meeting of the 7th Board of Directors on May 8, 2018, and reviewed and approved the Proposal on the Postponement of the Annual Meeting of Shareholders of 2007, and decided to postpone the holding of the shareholders of the Company in 2017. The General Assembly and authorized the Chairman of the company to determine the specific time of the meeting and issue relevant information in accordance with the actual conditions of the company and in accordance with the relevant laws and regulations and the "Articles of Association of ZTE Corporation" (hereinafter referred to as the "Articles of Association"). announcement.

According to the actual situation of the company, in accordance with relevant laws and regulations and the relevant provisions of the "Articles of Association", the chairman of the company determined that the time of the meeting is June 29, 2018 (Friday). The on-site meeting starts at 9:00 AM, June 29, 2018 (Friday). The voting time of the A shares shareholders' network is from June 28, 2018 to June 29, 2018 as follows: Among them, the specific time for online voting through the Shenzhen Stock Exchange trading system is: June 29, 2018, at 9 am :30-11:30, 13:00-15:00 in the afternoon; the specific time for voting through the Internet voting system (http://wltp.cninfo.com.cn) is: June 28, 2018, from 15:00 to 2018 Any time during the 15:00 period on June 29th.

2. Proposal to Be Added to the Annual General Meeting of Shareholders in 2017

According to the "Alternative Settlement Agreement" reached between the company and its wholly-owned subsidiary, Shenzhen Zhongxing Kangxun Electronics Co., Ltd. and the US Department of Commerce's Industry and Security Bureau, all directors will review and select new directors at the company's 2007 annual general meeting of shareholders. At that time, he resigned from the position of director of the company and the duties of the board of directors established by the board of directors. On June 13, 2018, the company’s board of directors received the company’s shareholder, Zhongxing New Communication Co., Ltd. (hereinafter referred to as “Zhongxing New”). As of June 13, 2018, Zhongxing New held 1,269,830,333 A shares and 2,038,000 H shares. The stocks, which together accounted for 30.34% of the total number of shares in the company, submitted three interim proposals and asked the company’s board of directors to submit the proposals to the annual general meeting for deliberation as follows: Special resolutions

14. Proposal on Amending the Articles of Association and Rules of the Rules of Procedure of the Board of Directors

(1) Agree to amend the relevant articles of the "Articles of Association" in accordance with the law. The specific contents are as follows:

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(2) Agreed to amend the relevant provisions of the "Rules of Procedure of the Board of Directors" according to law, the specific contents of which are as follows:

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(3) Agreed to authorize any director or secretary of the board of directors of the company to handle, on behalf of the company, the filing, amendment and registration (if necessary) procedures and other related matters relating to the revision of the Articles of Association and Rules of Procedure for the Board of Directors.

Ordinary resolution

15. Motion on Electing Non-Independent Directors

(1) Election of Mr. Li Zixue as a non-independent director of the seventh session of the Board of Directors for a term from the date of deliberation and approval of the general meeting of shareholders to the expiration of the term of office of the seventh session of the Board of Directors (ie March 29, 2019)

(2) Election of Mr. Li Buqing as a non-independent director of the seventh session of the Board of Directors, from the date of deliberation and approval of the shareholders meeting to the expiration of the term of office of the seventh session of the Board of Directors (ie March 29, 2019)

(3) Election of Mr. Gu Junying as a non-independent director of the seventh session of the Board of Directors, from the date of deliberation and approval of the general meeting of shareholders to the expiration of the term of office of the seventh session of the Board of Directors (ie March 29, 2019)

(4) Election of Mr. Zhu Weimin as non-independent director of the seventh session of the Board of Directors, from the date of deliberation and approval of the general meeting of shareholders to the expiration of the term of office of the seventh session of the Board of Directors (ie March 29, 2019)

(5) Election of Ms. Fang Hao as a non-independent director of the seventh session of the Board of Directors, from the date of deliberation and approval of the general meeting of shareholders to the expiration of the term of office of the seventh session of the Board of Directors (ie March 29, 2019)

The above resumes of non-independent directors are listed in Attachment 1.

16. Motion on Election of Independent Non-executive Directors

(1) Election of Ms. Cai Manli as an independent non-executive director of the seventh session of the Board of Directors, from the date of deliberation and approval of the general meeting of shareholders to the expiration of the term of office of the seventh session of the Board of Directors (ie March 29, 2019)

(2) Election of Mr. Yuming Bao (Mr. Bao Baoming) as an independent non-executive director of the seventh session of the Board of Directors, from the date of deliberation and approval of the shareholders' meeting to the expiration of the term of office of the seventh session of the Board of Directors (ie March 29, 2019) only

(3) Election of Mr. Wu Jundong as the independent non-executive director of the seventh session of the Board of Directors. The term of office expires on the date of deliberation and approval of the general meeting of shareholders until the expiration of the term of office of the seventh session of the Board of Directors (ie March 29, 2019).

The statements of the candidates for the independent non-executive directors and the declarations of the nominated independent non-executive directors are subject to the relevant announcements issued on the same date as this announcement.

The qualifications and independence of the above-mentioned independent non-executive director candidates must be reviewed and approved by the Shenzhen Stock Exchange without any objection, and the general meeting of shareholders may vote.

Please refer to Appendix 1 for the above resumes of candidates for independent non-executive directors.

According to Article 102 of the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), "shareholders who individually or collectively hold more than 3% of the company's shares may submit a temporary offer ten days before the shareholders' meeting." The proposal is submitted in writing to the board of directors; the board of directors shall notify the other shareholders within two days after receiving the proposal and submit the provisional proposal to the general meeting of shareholders for deliberation. The content of the interim proposal shall belong to the terms of reference of the general meeting of shareholders, with clear issues and specific resolutions, and Article 78 of the “Articles of Association” stipulates that “shareholders who individually or jointly hold more than 3% of the company’s shares may be shareholders. Ten days before the convening of the conference, a provisional proposal was submitted and submitted to the convener in writing. The convener shall issue a supplementary notice to the shareholders meeting within two days after receiving the proposal and announce the content of the temporary proposal. The company’s board of directors reviewed the above-mentioned provisional proposal, and held that Zhongxingxin has the qualification to submit a temporary proposal, and the content of the above-mentioned temporary proposal belongs to the terms of reference of the general meeting of shareholders, with clear issues and specific resolutions, in line with the “Company Law” and “ In accordance with relevant regulations of the Articles of Association, the company’s board of directors agreed to submit the provisional proposal to the company’s shareholders in 2017 in accordance with the Company Law, Rules of the Shareholders’ Meeting of the Listed Company, and other laws, regulations, and regulatory documents, as well as the Articles of Association. Conference deliberation. In view of this, the resolutions reviewed by the company's 2007 annual general meeting of shareholders will be increased to 16 as follows: 1. Annual Report of the Company for 2007 (including the year of the company audited by domestic and foreign auditing agencies in 2017) financial report);

2. The work report of the company's board of directors for 2017;

3. The work report of the company's board of supervisors for the year 2017;

4. The company's presidential work report for 2017;

5. The company's financial report for fiscal year 2017;

6. The company's profit distribution plan in 2017;

7. Proposal of the company on the appointment of domestic and foreign auditors in year of 2017 (requires one-by-one vote);

8. The proposal of the company to apply for a comprehensive credit line (need to vote by item);

9. The company's proposal to apply for investment in derivatives in year 2018;

10. Proposal on providing performance guarantee for overseas wholly-owned subsidiaries;

11. Proposal on providing guarantee for debt financing of ZTE Corporation (Hong Kong) Limited;

12. The proposal to adjust the allowance for independent non-executive directors;

13. The proposal of the company to apply for general authorization in year 2017;

14. Proposal to Amend the Articles of the Articles of Association and the Rules of the Rules of Procedure of the Board of Directors;

15. Motion on the election of non-independent directors;

16. Motion on the election of independent non-executive directors.

The resolutions 13 and 14 are special resolutions that must be passed by more than two-thirds of the voting rights held by the shareholders attending the meeting. Other resolutions are ordinary resolutions, of which bills 7 and 8 need to be voted on item by item. The bills 15 and 16 adopt the cumulative voting method for voting.

The company expects to pay dividends to shareholders on August 20, 2018. The “Company's profit distribution plan in 2017” is yet to be reviewed and approved by the annual general meeting of shareholders.

The original location of the company's 2017 general meeting of shareholders as stated in the “Notice”, the method of holding the meeting, and the date of stock registration were unchanged. The "Notice on convening the 2007 annual general meeting of shareholders (full version)" was published on the same day as this announcement on the website of http://www.cninfo.com.cn. The revised voting proxy letter is attached at Annex 2. The shareholders have returned the confirmation that the return slip is still valid according to the original "Notice". If the shareholders have returned the original letter of proxy of the original “notice” announced on March 16, 2018, please note that:

(i) The shareholder shall return the power of attorney of the original voting returned to the company prior to the date of the appointed meeting of the annual shareholders meeting to the company by returning the revised power of attorney to the company. The revised voting power of attorney (if filled in correctly) is deemed as a valid voting proxy returned by the shareholders.

(ii) If you fail to return the power of attorney of the revised voting agent to the company twenty-four hours prior to the time appointed for the annual general meeting of shareholders, the original power of attorney (if filled in correctly) of the original power of attorney returned is still valid. Regarding the above-mentioned proposals Nos. 14, 15, and 16 which are not included in the power of attorney of the original voting agency, if there is no instruction, the authorized representative of the shareholder holding the power of attorney of the original voting agency has the right to vote at its own discretion.

ZTE Corporation Board of Directors

June 13, 2018

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