ZTE CORPORATION
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 763)
ANNOUNCEMENT REGARDING THE RE-ELECTION OF THE SUPERVISORY COMMITTEE
This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.
The Company and all the members of the Supervisory Committee confirm that the information contained in this announcement is true, accurate and complete and that there are no false and misleading statements or material omissions herein.
The term of the third session of the Supervisory Committee of ZTE Corporation (hereinafter referred to as "ZTE" or the "Company") will expire on 7 February 2007. To facilitate the smooth re-election of the Supervisory Committee (hereinafter referred to as the "Re-election"), the Supervisory Committee of the Company hereby announces the composition of the fourth session of the Supervisory Committee, the nomination of candidates for Supervisors, procedures of the Re-election and qualifications of the candidates for Supervisors as follows in accordance with relevant provisions under the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and the Articles of Association of ZTE Corporation (hereinafter referred to as the "Articles"):
I. COMPOSITION OF THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE
In accordance with the provisions of the valid Articles of Association of ZTE, the fourth session of the Supervisory Committee shall comprise 5 Supervisors and the number of Staff Representative Supervisors shall account for not less than one-third of the members of the Supervisory Committee. Supervisors shall serve a term of three years with effect from the date of passing of their elections at the relevant general meetings of the Company.
II. NOMINATION OF CANDIDATES FOR SUPERVISOR
(I) Nomination of Shareholder Representative Supervisors (Please refer to the Appendix for the Nomination Letter for Shareholders Representative Supervisors)
The Supervisory Committee of the Company and any shareholder of the Company as at the date of this announcement may nominate candidates to the third session of the Supervisory Committee for Shareholder Representative Supervisors of the fourth session of the Supervisory Committee.
(II) Election of Staff Representative Supervisors
The Staff Representative Supervisors shall be elected by the staff representatives of the Company through democratic elections.
III. PROCEDURES OF THE RE-ELECTION
1. The nomination of a candidate for Shareholder Representative Supervisor shall be made, and the relevant documents shall be submitted, to the Supervisory Committee in accordance with the procedures prescribed in this announcement within 10 days from the date of this announcement (i.e. before 21 January 2007).
2. The Supervisory Committee shall convene a meeting, upon the expiry of the above mentioned period, to review the qualifications of the nominees, finalize the candidates for Shareholder Representative Supervisors and propose the same to the shareholders of the Company for their consideration and approval at the relevant general meeting.
3. The candidates for Supervisors shall give an undertaking in writing to the Company to accept the nomination, warrant that the information provided is true and complete and undertake that they will discharge their duties as Supervisors upon election.
IV. QUALIFICATIONS FOR SUPERVISORS
In accordance with the provisions of the Company Law, the Articles and the Governance Standards of Listed Companies, candidates for Supervisors should possess the professional qualifications and work experience in areas, such as law and accounting. A person, may not serve as Supervisor of the Company if he is:
(1) a person who does not have or who has limited capacity for civil acts;
(2) a person who has been sentenced for corruption, bribery, infringement of property, misappropriation of property or other crimes which destroy the social economic order, where less than five years have elapsed since the sentence was served or a person who has been deprived of his political rights for committing a crime, where less than five years have elapsed since the sentence was served;
(3) a person who is a former director, factory manager or president of a company or enterprise which has put into liquidation as a result of mismanagement and who was personally liable for the insolvency of such company or enterprise, where less than three years have elapsed since the completion of the insolvent liquidation of the company or enterprise;
(4) a person who is a former legal representative of a company or enterprise the business license of which was revoked due to a violation of law and who was personally liable therefor, where less than three years have elapsed since the date of the revocation of the business license;
(5) a person who has a relatively large amount of debts due and outstanding;
(6) a person who is under criminal investigation or prosecution by judicial organs for violation of criminal law and the case is not yet concluded;
(7) a person other than a natural person;
(8) a person who is a civil servant of the State;
(9) a person who has been convicted by the relevant competent authority for violation of relevant securities regulations, and such conviction involves a finding that such person has acted fraudulently or dishonestly, where less than five years have elapsed from the date of such conviction; or
(10) a person who is identified by CSRC as being prohibited from entering into the market and whose prohibition has not been released as well as other persons who are not allowed to serve as a director, supervisor or senior officer pursuant to other laws and regulations.
V. DETAILS OF CONTACT
Contact person: Li Liuhong
Contact department: Securities and Investors’ Relations Department
Contact phone number: +86 755 26770285
Contact fax number: +86 755 26770286
Contact address: 6/F, Block A, ZTE Plaza, Keji Road South,
Hi-Tech Industrial Park, Nanshan, Shenzhen,
People's Republic of China
Postal code: 518057
By Order of the Supervisory Committee
Zhang Taifeng
Chairman
Shenzhen, PRC
12 January 2007
As at the date of this announcement, the Supervisory Committee of the Company comprises five Supervisors: Zhang Taifeng, Wangwangxi, He
Xuemei, Qu Deqian and Wang Yan.
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Appendix:
Nomination Letter for Shareholder Representative Supervisors of the Fourth Session of the Supervisory Committee of ZTE Corporation
Nominator:
Name of candidate:
Age of candidate:
Gender of candidate:
Qualifications of candidate: fulfilled the requirements set out in this announcement (Yes/No)
Contact method of candidate (including telephone, fax and e-mail)
Brief biography of candidate (including educational background, title, detailed working
experience)
Other information (if any):
Nominator: ________(Seal/Signature)
Date: ________2007
Notes:
1. A person nominating a candidate for Shareholder Representative Supervisor shall provide the following documents to the Supervisory Committee of the Company:
(1) The Nomination Letter for Supervisors (original copy);
(2) Copies of identification documents of the candidate for Supervisor (together with the original for inspection);
(3) Copies of academic qualifications and certificates of the candidate for Supervisor (together with the original for inspection);
(4) Other documents that can prove the candidate's qualifications as required under this announcement.
2. If the person nominating a candidate for Shareholder Representative Supervisor is a shareholder of the Company, such person shall also provide the following documents:
(1) for individual shareholders, copies of their certificates of identity (together with the original copies for inspection);
(2) for legal person shareholders, copies of their business licence (together with the original copies for inspection);
(3) copies of share account card (together with the original copies for inspection);
(4) evidence of such person's shareholding in the Company as at the date of this announcement.
3. A person nominating a candidate for Shareholder Representative Supervisor shall make his/her/its nomination of a candidate for Shareholder Representative Supervisor to the Supervisory Committee in the following manner:
(1) The nomination letter and the relevant documents shall be delivered in person or by post only.
(2) In case of delivery in person, the relevant documents must be delivered to the contact person designated by the Company by 4: 00 pm on 21 January 2007.
(3) In case of delivery by post, the relevant documents must be delivered by fax to +86 755 2677 0286 by 4: 00 pm on 21 January 2007, the receipt of which should be acknowledged by the contact person designated by the Company. The original copy of the Nomination Letter for Shareholder Representative Supervisors must also be delivered to the address of the contact person designated by the Company by 21 January 2007, the time of receipt of which shall be subject to that stamped by the Shenzhen local post office.