ZTE CORPORATION Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
中興通訊股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 763)The First Extraordinary General Meeting of 2015 (the 'EGM') of ZTE Corporation (the 'Company') was held by way of a combination of on-site voting and online voting on 25 November 2015. Details in respect of the resolutions and voting results of the EGM are as follows:
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IMPORTANT NOTICE
There were no additional, veto or altered resolutions during the EGM.
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INFORMATION REGARDING THE CONVENING OF THE EGM
Date and time
On-site meeting commenced at 9:00 a.m. on Wednesday, 25 November 2015.
On-line voting by domestic shareholders was conducted from 24 November 2015 to 25 November 2015 during the following time slots:
Venue
The on-site meeting was held at the Conference Room on the 4th floor of A Wing of the Company's headquarters in Shenzhen.
Voting method
Domestic shareholders may vote through:
on-site voting, including attendance in person or authorisation of proxies to attend and vote by completing and returning the relevant proxy form; or
online voting on the internet voting platform provided for domestic shareholders by the Company via the trading system of the Shenzhen Stock Exchange and the internet voting system. Domestic shareholders should vote on-line via the aforesaid systems within the timeframes set out in (I) of this section.
H shareholders may vote through:
on-site voting, including attendance in person or authorisation of proxies to attend and vote by completing and returning the relevant proxy form.
Convener
The EGM were convened by the Board of Directors of the Company.
Chairman of the EGM
Mr. Hou Weigui, the Chairman of the Board of Directors of the Company, presided over the EGM.
The convening of the EGM complied with the relevant provisions of relevant laws, administrative regulations and departmental rules including the Company Law of the People's Republic of China (the 'Company law'), the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange (the 'Shenzhen Listing Rules'), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the 'Hong Kong Listing Rules') and the Articles of Association of ZTE Corporation (the 'Articles of Association'), and was legal and valid.
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INFORMATION REGARDING ATTENDANCE AT THE EGM
Shares entitling the shareholder to attend and vote on all the resolutions at the EGM are 4,125,049,533 shares, comprising 3,369,546,999 domestic shares (A shares) and 755,502,534 overseas-listed foreign shares (H shares).
30 shareholders (or proxies) held 1,649,877,128 shares or 40.00% of the total number of shares carrying voting rights at the EGM of the Company. Of which, 29 shareholders (or proxies) each interested in less than 5% of the Company's shares held 380,046,795 shares or 9.21% of the total number of shares carrying voting rights at the EGM of the Company. There were no shares in the Company which entitled its holders to attend the EGM but for which they were required to abstain from voting in favour of the resolutions under Rule 13.40 of the Hong Kong Listing Rules. There were no shareholders who were required to abstain from voting in respect of the resolutions tabled at the EGM in accordance with the Shenzhen Listing Rules and the Hong Kong Listing Rules.
Attendance of holders of domestic shares (A shares)
29 A shareholders (or proxies) holding 1,348,917,515 shares or 40.03% of the total number of A shares carrying voting rights of the Company participated in the on-site meeting and online voting of the EGM.
Of which: 28 A shareholders (or proxies) holding 1,348,783,515 shares or 40.03% of the total number of A shares carrying voting rights of the Company participated in the on-site meeting; and 1 A shareholder holding 134,000 shares or 0.0040% of the total number of A shares carrying voting rights of the Company participated in the online voting of the EGM.
Attendance of holders of overseas-listed foreign shares (H shares)
- CONSIDERATION OF AND VOTING OF RESOLUTIONS
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Consideration and approval on an individual basis of the 'Resolution on the Election of Non-Independent Directors', the details of which are as follows:
That Mr. Wang Yawen be elected by way of accumulative voting as an non-executive director of the Sixth Session of the Board of Directors of the Company for a term commencing on the date on which the resolution is considered and approved at the EGM upon the conclusion of the term of office of the Sixth Session of the Board of Directors of the Company (namely 29 March 2016);
That Mr. Tian Dongfang be elected by way of accumulative voting as an non-executive director of the Sixth Session of the Board of Directors of the Company for a term commencing on the date on which the resolution is considered and approved at the EGM upon the conclusion of the term of office of the Sixth Session of the Board of Directors of the Company (namely 29 March 2016);
That Mr. Luan Jubao be elected by way of accumulative voting as an non-executive director of the Sixth Session of the Board of Directors of the Company for a term
commencing on the date on which the resolution is considered and approved at the EGM upon the conclusion of the term of office of the Sixth Session of the Board of Directors of the Company (namely 29 March 2016);
That Mr. Zhan Yichao be elected by way of accumulative voting as an non-executive director of the Sixth Session of the Board of Directors of the Company for a term commencing on the date on which the resolution is considered and approved at the EGM upon the conclusion of the term of office of the Sixth Session of the Board of Directors of the Company (namely 29 March 2016);
That Mr. Zhao Xianming be elected by way of accumulative voting as an executive director of the Sixth Session of the Board of Directors of the Company for a term commencing on the date on which the resolution is considered and approved at the EGM upon the conclusion of the term of office of the Sixth Session of the Board of Directors of the Company (namely 29 March 2016).
Please refer to Annex II for brief biographies of the non-independent directors listed above. Non-executive directors listed above shall each receive an annual allowance of RMB100,000 (before tax) from the Company in accordance with the rates for non-executive directors' allowance approved at the 2009 Annual General Meeting of the Company. Non-executive directors' personal income tax shall be withheld and paid by the Company on behalf of them. Executive director receives remuneration according to remuneration and performance management policy of the Company and does not have allowance.
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Consideration and approval of the 'Resolution of the Company on Continuing Connected Transactions in respect of the Purchase of Raw Materials from Mobi Antenna (a Connected Person)' , the details of which are as follows:
That the 2016-2018 Purchase Framework Agreement proposed to be entered into between the Company and Mobi Antenna Technologies (Shenzhen) Company Limited ('Mobi Antenna'), a connected person, in respect of the purchase of products such as various communications antennas, radio frequency modules, feeder cables, terminal antennas and other products, with the maximum aggregate amount of transactions for the purchase of raw materials by the Group from Mobi Antenna under the framework agreement for each year from 2016 to 2018 estimated at RMB1,700 million, RMB1,900 million and RMB2,100 million (before VAT), respectively, be approved; with the view that the terms of the 2016-2018 Purchase Framework Agreement have been arrived at after arm's length negotiations on normal commercial terms in the ordinary course of business, and that the transaction terms and annual caps for transaction amounts for each year from 2016 to 2018 are fair and reasonable and in the interests of the Company and its shareholders as a whole.
- Consideration and approval of the 'Resolution of the Company on Continuing Connected Transactions in respect of the Provision of Financial Services to Mobi
Online voting through the trading system of the Shenzhen Stock Exchange: from 9:30 to 11:30 and from 13:00 to 15:00 on 25 November 2015; online voting on the internet voting system (http://wltp.cninfo.com.cn) was conducted any time during the period from 15:00 on 24 November 2014 to 15:00 on 25 November 2015.
1 H shareholder (or proxy) holding 300,959,613 shares or 39.84% of the total number of H shares carrying voting rights of the Company attended the on-site meeting of the EGM.
In addition, certain Directors, Supervisors and senior management of the Company and the PRC lawyers of the Company attended the EGM.
The following resolutions were considered and passed by voting by open ballot at the EGM (there were all ordinary resolutions at the EGM and all were passed by votes representing more than one-half of the total number of shares held by shareholders with voting rights attending the EGM. For details of the voting results, please refer to the Annex I - 'Statistics of Voting Results in respect of Resolutions Proposed at the First Extraordinary General Meeting of 2015 of ZTE Corporation'):
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