Source: Yue Wei, a journalist of the Securities Times
On the second day of the announcement with the Ministry of Commerce and industry and safety of the United States Department of Commerce and safety (hereinafter referred to as "BIS"), ZTE (000063) has begun to lift the two month ban on the two month prohibition according to the terms of the alternative agreement, the first of which is ZTE communication management.
In the evening of June 13th, ZTE announced that the 2017 annual shareholders' meeting, which was delayed by the BIS activation of the refusal order, would be held in the morning of June 29th. This meeting will increase the provisional proposal, mainly involving the amendments to the articles of association of the company and the rules of the board of directors, as well as the electoral motion of the directors and independent directors. . As a whole, the revision of the articles of association of the company and the rules of the board of directors is actually a way to pave the way for the election of directors and independent directors, and the company may face the biggest change of the board of directors since the market is on the largest scale.
According to the announcement, ZTE's controlling shareholder ZTE ZTE submitted three provisional proposals in June 13th - "amendments to < the company's constitution > and < the rules of the board of directors > the bill on the terms, the motion for the election of non independent directors" and the motion for the independent non executive director of the election.
It is worth mentioning that ZTE's 12 - day evening announcement and wholly owned subsidiary, XXXXXXXX and BIS reached an alternative settlement agreement, which included a number of provisions, including ZTE will pay a total of $1 billion 400 million in civil fines, and BIS will issue a new refusal order for ten years; ZTE needs to be listed on the market All board members of the company and ZTE news; release the contract with responsible management or senior staff; provide export control training for management and employees.
The three provisional proposals put forward by today's controlling shareholders are under this background. In accordance with the alternative settlement agreement, the directors of ZTE will be resigning the position of the directors of the company at the time of the 2017 shareholders meeting of the company, as well as the positions of the Specialized Committee in the board of directors.
The provisional proposal proposed the election of 5 directors and 3 independent directors, while the amendments to the articles of association and the rules of the board of directors were paved for the election of members of the board of directors. In particular, the revised articles of association exclude the request that "the chairman must be produced among the directors of the company or senior management for more than three years", and the other changes include "independent non executive directors are not less than 1/3 of the board members", and the "independent non executive director five" is modified. "Independent non-executive directors shall be less than 1/3 of the board members". The revised rules on Directors' meetings exclude the qualifications of the chairman of the company, which includes the requirements of "serving as the director of the company or senior management for more than 3 years".
Candidates nominated as ZTE communications director include Li Zixue, Li Buqing, Gu Jun camp, Zhumin and Fang banyan. The candidates nominated as independent directors are Cai Manli, Yuming Bao (Bao Yuming) and Wu Jundong. The term of term of the above candidates is from the date of approval by the shareholders' meeting until the term of the seventh term of the board of directors of the company expires. That is, March 29, 2019.
The board's candidates are all from ZTE's new multi shareholder camp. Li Zixue was the Secretary and deputy director of the Xi'an Microelectronics Technology Research Institute, a new shareholder in ZTE, and Li Buqing was a director of the new shareholder in Zhongxing's Shenzhen Aerospace Industry Co., Ltd., and Gu Jun was the assistant director of the new indirect shareholder of China Aerospace Electronics Technology Research Institute in ZTE; the people were in Shenzhen, a new shareholder in ZTE. As a director of Xingwei Xian Tong Equipment Co. Ltd., Fang Rong is the director and executive vice president of Zhongxing new stock company Zhongxing Development Co., Ltd.
Of the independent director candidate, Cai Manli was engaged in the supervision of the listed companies in the SFC; the Yuming Bao (Bao Yuming) incumbent Jerry shares (002353) and the vice president and chief forensic officer of the Affiliated Companies Jerry group; Wu Jundong, an independent director of the current Chinese aerospace Wanyuan (01185.HK) and the 01100.HK. One job.
At present, there are 14 members of ZTE's board of directors, including Chairman Yin Yimin, President Zhao Xianming and two vice chairmen.
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