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ZTE will apply to bank for $30 billion 6 billion credit line

via:博客园     time:2018/6/14 0:44:46     readed:75

ZTE announced that it would convene shareholders' meeting at 9 a.m. on June 29, 2018.

According to the announcement, the shareholders' meeting will approve ZTE to apply to the Bank of China Limited by Share Ltd for an integrated credit line of RMB 30 billion yuan.

Apply for the comprehensive credit line of 6 billion US dollars to the Shenzhen branch of the National Development Bank.

ZTE provides a joint and several liability guarantee guarantee for the medium and long term debt financing of ZTE Hongkong, which does not exceed US $600 million.

The following is the ZTE newsletter:

Zte Corp's notice on the convening of the general meeting of shareholders in two / 17 (full version)

All members of the company and the board of directors guarantee the authenticity, accuracy and completeness of the information disclosure, without any false record, misleading statement or major omission.

We hereby inform ZTE Communications Co., Ltd. (hereinafter referred to as

On June 13, 2018, the board of directors of the company received from its shareholder, ZTE new communications co., Ltd. (hereinafter referred to as

First, the basic situation of the convening of a meeting

(1) the general meeting of shareholders: the general meeting of shareholders in two / 17

(two) convening time

1. The starting time of the on-site meeting is June 29, 2018 (Friday) at 9 a.m.

2, the voting time of A shareholders is: June 28, 2018 -2018 June 29th, the following time:

Among them, the specific time of voting through the Shenzhen stock exchange trading system is from 9 to 30 to 11: 30 in the morning of June 29, 2018 and from 13 to 15 p.m. in the afternoon; the time to vote through the Internet voting system (http://wltp.cninfo.com.cn) is: from 15:00 to 29 in June 28, 2018, June 28, 2018. At any time at 15:00 on the day.

(three) the place of the convening

The venue meeting was held at the four floor conference room of Shenzhen headquarters.

Address: Four / F, block A, ZTE communication tower, science and technology south road, Nanshan District hi tech Industrial Park, Shenzhen, Guangdong, China.

Tel.: 86! 755! 26 770! 282

(four) Convenor

This meeting is convened by the board of the company.

(five) the legality and compliance of the meeting

The seventh board of directors of the company guarantees that the meeting will be held in accordance with the relevant laws, administrative regulations, departmental regulations, normative documents, Shenzhen Stock Exchange business rules and the articles of association of ZTE Co., Ltd. (hereinafter referred to as "ZTE").

(six) the way of convening

This conference adopts on-site voting and online voting. A shareholders (i.e. domestic shareholders) can vote through the following ways:

1, on-site voting: including I personally participate in the voting, through the completion of voting proxy letter entrusting others (the person does not have to vote for the shareholders of the company);

2, network voting: the company will provide a network form of voting platform to A shareholders through the Shenzhen stock exchange trading system and the Internet voting system, and the A shareholders shall vote through the above system within the relevant time limit listed in this notice. The way of voting online is shown in Annex 2 to the notice of shareholders' meeting.

The same voting right can only choose one way of voting in the same vote. If a duplicate voting is held in the same voting right, the result of the first voting shall prevail. If the voting time can not be determined, the following rules should be followed:

(1) the voting contents of the on-site voting and the online voting are inconsistent, and the voting content of the on-site voting shall prevail.

(2) if the shareholders attend the meeting in person and vote at the meeting, the voting shall be made by the shareholders themselves.

(seven) registration date of the meeting: April 10, 2018 (Tuesday).

(eight) participants:

1. Common shareholders or their agents holding shares of the company on the date of stock registration;

As of April 10, 2018 (Tuesday) at 3: 00 p.m. after trading in A shares on the Shenzhen Stock Exchange, registered in Shenzhen Branch of China Securities Registration and Clearing Co., Ltd.

(2) the H-share shareholders registered in the list of shareholders of the Computershare Hong Kong Investor Services Limited (as required by the relevant requirements of the Hongkong) are not applicable to this notice.

2. Directors, supervisors and senior managers of the company;

3. Representatives of the intermediary organizations invited by the company and the guests invited by the board; and

4, according to relevant laws and regulations should attend other shareholders meeting.

Two. The deliberations of the conference

The following meeting will be considered at this meeting:

General resolution

1, the company's annual report on two ~ 17 17, including the annual financial report of two, 17, which was audited by internal and external audit institutions.

The total amount of assets devaluation prepared by the group in 2017 is 2 billion 534 million yuan, and the specific circumstances are detailed in the financial report five and 47 of the financial report of the year two 17, compiled in accordance with the accounting standards of Chinese enterprises.

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2, the company's annual report on the work of the board of directors in two / 17;

3, the company's work report of the board of supervisors in two / 17;

4, the company's report on the work of the president of the company in the year two 17;

5, the financial accounts report of the company in the year two 17;

6, the company's profit distribution plan for the year two 17;

Approval of a profit distribution plan for the year two of the year 17 of the company's board of directors: the number of shareholders (including A shares and H share shareholders) registered at the end of the business hours of the registration day of dividends payable on dividend payout, with a total of 3.3 yuan cash (including tax) per 10 shares. Any director of the Licensing companies shareholders' meeting will handle the specific matters concerning the profit distribution in two, 17.

As of December 2017, 31 of Japan's total share capital (including A shares and H shares) was 4192671843 shares.

7, the company's motion to appoint two or 18 domestic and foreign audit institutions (one by one vote).

The 7.1 company intends to renew the appointment of an Yong Huaming accounting firm (special general partnership) to act as the company's financial report audit institution in the year two 18, and authorizes the board to determine the financial report audit fees of the accounting office of an Yong Huaming accounting firm (special general partnership) for two and 18 years according to the specific circumstances of the audit;

The 7.2 company intends to renew the Ernst & Young as the company's external financial report audit institution for the year two 18, and authorizes the board to determine the audit fees for the financial report of Ernst & Young in the year two and 18, according to the specific circumstances of the audit;

The 7.3 company intends to renew the appointment of an Yong Huaming accounting firm (special general partnership) as the internal control audit institution of the company for the year two 18, and authorizes the board to determine the internal control audit fees of the accounting firm (special general partnership) for two and 18 in accordance with the specific circumstances of the audit.

8, the company intends to apply for a comprehensive credit limit motion (one by one vote).

8.1, the company intends to apply for a motion of 30 billion yuan comprehensive credit line to the Bank of China Limited by Share Ltd.

The company is authorized to apply for a comprehensive credit limit of 30 billion yuan to the Bank of China Limited by Share Ltd. The above comprehensive credit line is the amount applied by the company to the bank, and the final amount is determined by the amount agreed by the bank.

The authorized board of directors may, within the scope of the comprehensive credit limit of 30 billion yuan and the time limit of the resolution, adjust the specific content and time limit of the credit line according to the company's needs or the results of the negotiation with the bank, and authorize the board of directors and the board of directors to negotiate with the bank and sign with the bank. All credit granting agreements, financing agreements and other related legal contracts and documents related to the comprehensive credit granting shall be handled for other matters related to such agreements.

The resolution is approved from the date of the resolution of the general meeting of the shareholders of the year two to (1) to (1) a new credit line, or (2) the early date of the two June 30, 2019, which is effective for the application of the single financing business within this period and the amount. Unless additional demand is needed, the company will no longer issue a resolution on the board of directors and the shareholders' meeting of a single financing application that does not exceed the amount of the amount. At the same time, the authorized signatory authorized by the Licensing companies's legal representative or legal representative shall sign relevant legal contracts and documents.

8.2 the company intends to apply for the motion of the Shenzhen branch of the National Development Bank to apply for the comprehensive credit limit of US $6 billion.

The company is authorized to apply for the comprehensive credit limit of 6 billion US dollars to the Shenzhen branch of the National Development Bank. The above comprehensive credit line is the amount applied by the company to the bank, and the final amount is determined by the amount agreed by the bank.

The authorized board of directors can authorize the board of directors, as well as the other persons authorized by the board of directors to negotiate with the bank and sign the foregoing synthesis, within the scope of the 6 billion dollar comprehensive credit quota and the duration of the resolution, in accordance with the company's needs or the results of the negotiation with the bank. All credit granting agreements, financing agreements and other related legal contracts and documents related to credit granting, and other matters related to such agreements.

The resolution is approved from the date of the resolution of the general meeting of the shareholders of the year two to (1) to (1) a new credit line, or (2) the early date of the two June 30, 2019, which is effective for the application of the single financing business within this period and the amount. Unless additional demand is needed, the company will no longer issue a resolution on the board of directors and the shareholders' meeting of a single financing application that does not exceed the amount of the amount. At the same time, the authorized signatory authorized by the Licensing companies's legal representative or legal representative shall sign relevant legal contracts and documents.

9. The company's motion to apply for investment quota for derivatives in two to 18 years;

The Licensing companies is invited to the general meeting of the shareholders of the Licensing companies to invest in hedging derivatives with a amount of $3 billion 600 million (i.e., at any time in the authorized validity period, the investment balance is not more than $3 billion 600 million, and the amount can be used within the authorized validity period). This authorization is from the date of adoption of the resolution of the shareholders' meeting to the next year of the company. When the shareholders' annual meeting is ended or the shareholders' meeting revisions or repeal this authorization, the two party will be effective at the early stage. The amount is as follows:

(1) the amount of foreign exchange derivatives investment is 3 billion US dollars, and the hedging targets of foreign exchange derivatives include operational assets or exposure to liabilities, designated net investment and cross currency exposure.

(2) interest rate swaps amount to $600 million, interest rate swaps are subject to floating rate foreign currency loans and so on.

10. Motion on providing performance guarantee for overseas wholly owned Affiliated Companies;

We agree that the company will provide performance guarantee for 9 Overseas wholly owned Affiliated Companies, as follows:

(1) it is agreed that the company provides a compliance guarantee with a total of no more than $200 million for 9 Overseas wholly owned Affiliated Companies (including but not limited to the signing of a guarantee agreement by the parent company, the guarantee of a guarantee for a bank letter, etc.), which can be used circularly, valid for the purpose of examining and approving the above matter from the 2017 annual shareholders' meeting of the company. From the date of the item to the date of the 2018 annual general meeting of the company.

(2) we agree to approve specific guarantee items by the board of directors within the above limits.

11. Motion on providing guarantee for debt financing of ZTE (Hongkong) Limited.

Consent to be ZTE (HK) Limited (hereinafter referred to as "ZTE")

(1) agree to provide a joint liability guarantee for medium and long term debt financing (including but not limited to syndicated loans, bank credit, issuing corporate bonds, etc.) for Zhongxing Hongkong, which is not more than $600 million for a period of 66 months (the term of calculation from the date of the entry into force of the single debt financing agreement).

(2) the authorized representative, authorized by the legal representative of the Licensing companies or the legal representative, may, within the scope of the preceding guarantee and the period of guarantee, determine the specific amount of guarantee and the specific period of guarantee according to the results of the consultations between Hongkong and the relevant parties to the debt financing, and to negotiate and sign with the parties concerned with debt financing. All guarantee agreements and other relevant legal contracts and documents related to the foregoing guarantee, and other matters related to the guarantee.

12, the motion to adjust the allowance for independent non-executive directors;

The allowances for the approval of independent non executive directors shall be adjusted to the company's annual payment of RMB 130 thousand yuan before tax of 250 thousand yuan (personal income tax withheld by the company) by the company. The cost of accommodation, transportation and other related expenses incurred at the board meeting will still be borne by the company.

Special resolution

13. About the company's motion to apply for general authorization in two / 18;

"Motion:

(1) on the basis of the following conditions, the board of directors shall be granted unconditional and general power during the period (defined below) to distribute and deal with the domestic and foreign listed foreign shares separately or at the same time.

Additional shares (hereinafter referred to as "H share") (including securities that can be converted to internal and / or H-share shares) and to make or grant an offer, agreement or the right to purchase on the above matters:

I. the board of directors may, in addition to the board of directors, may make or grant an offer, agreement or the right to purchase within the period concerned, and the offer, agreement or the right to purchase may need to be carried out or exercised after the end of the period, and the authorization shall not exceed the period of the relevant period;

ii. Total nominal value of equity of domestic and H shares approved by the Board for distribution and issuance or with conditional or unconditional consent to distribute and issue (whether by right of purchase or otherwise) (hereinafter referred to as "

III. board of directors will exercise the power only under the People's Republic of China company law and the The Stock Exchange of HongKong Limited rules on the listing of securities, and under the approval of the China Securities Regulatory Commission and / or other relevant Chinese government agencies.

(2) in the case of the present resolution:

"Period" refers to the period from the date of adoption of the resolution to the earliest date of the following two:

I. after the adoption of this resolution, at the end of the annual general meeting of the company next year, or

II. to adopt the special resolution of the company at the shareholders' meeting to cancel or change the power granted to the board of directors in this resolution; and

"Stock offering" means an offer on the basis of shares or other equity certificates held in accordance with all the shareholders of the company, except the shareholders who are not allowed to make this offer to the shareholder and (in appropriate cases) the holder of the company's other equity securities that are eligible for the offer. The ratio of the coupons (only without regard to the rights to break stock) is allocated and issued for the shares of the company or other securities that will or may need to be allocated and issued shares.

(3) the board of directors, in accordance with paragraph (1) of the resolution, issue shares (including securities that can be converted into internal and / or H-share shares), authorizing the board of directors to approve, sign, make, urge and make all the necessary documents, contracts and matters relating to the issue (including, but not) Limited to the time and place of the issue, the category and number of new shares to be issued, the way of pricing and / or the price of the issue (including the range of prices), to make all the necessary applications to the relevant agencies, to conclude the underwriting agreement (or any other agreement), to determine the use of the proceeds, and to mainland China, Hongkong and the others. The relevant authorities make the necessary filing and registration, including but not limited to the issuance of shares in accordance with paragraph (1) of the present resolution and the registered capital registered with the Chinese authorities.

(4) the board of directors authorizes the board to make appropriate amendments to the company's articles of association to increase the company's registered capital and to reflect the company's new equity structure after the company's share of the shares expected to be distributed in paragraph (1) of this resolution. "

14. Amendments to the articles of association and relevant provisions of the rules of procedure of the board of directors.

(1) agree to amend the relevant provisions of the articles of association according to law, and the details are as follows:

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(2) agree to modify the relevant provisions of the rules of procedure of the board of directors in accordance with the law. The details are as follows:

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(3) it is agreed to authorize any director or secretary of the board of the company to represent the company's filing, revision and registration (if necessary) and other related matters relating to the company's articles of association and the rules of the board of directors of the company.

General resolution

15. A bill on the election of non independent directors

(1) the election of Mr. Li Zixue as a non independent director of the seventh board of directors of the company from the date of consideration and adoption by the general meeting of the shareholders to the expiration of the term of office of the seventh board of the company (that is, March 29, 2019)

(2) the election of Mr. Li Buqing as a non independent director of the seventh board of directors of the company from the date of consideration and adoption by the general meeting of the shareholders to the expiration of the term of office of the seventh board of the company (that is, March 29, 2019)

(3) the election of Mr. Gu military camp as a non independent director of the seventh board of the company from the date of consideration and adoption by the general meeting of the shareholders to the expiration of the term of office of the seventh board of the company (that is, March 29, 2019).

(4) the election is a non independent director of the seventh board of directors of the company, from the date of consideration and adoption by the general meeting of the shareholders to the expiration of the term of the seventh session of the board of directors of the company (that is, March 29, 2019).

(5) Ms. banyan is a non independent director of the seventh board of directors of the company. The term of office from the date of the review and adoption of the general meeting of the company to the expiration of the term of the seventh board of the company (that is, March 29, 2019)

16. A bill on the election of independent non executive directors

(1) election of Ms. Cai Manli as an independent non executive director of the seventh board of directors of the company from the date of review and adoption by the general meeting of the shareholders to the expiration of the term of office of the seventh board of the company (that is, March 29, 2019).

(2) election of Yuming Bao (Bao Yuming) as an independent non executive director of the seventh board of directors of the company from the date of review and adoption by the general meeting of the shareholders to the expiration of the term of office of the seventh board of the company (that is, March 29, 2019).

(3) election of Mr. Wu Jundong as an independent non executive director of the seventh board of directors of the company from the date of consideration and adoption by the general meeting of the shareholders to the expiration of the term of office of the seventh board of the company (that is, March 29, 2019).

The above independent non-executive director's statement and the independent non-executive director's nomination statement see the relevant announcement issued on the same day as this announcement.

The qualifications and independence of the candidates for the independent non-executive directors need to be examined by the Shenzhen stock exchange without any objection.

Motions 13 and 14 are special resolutions which must be passed by more than 2/3 of the voting rights held by the shareholders attending the meeting. Other motions are ordinary resolutions, of which motions 7 and 8 need to be voted by item. Motions 15 and 16 vote by cumulative ballot. The above bill 1-13 has been examined and passed at the twenty-eighth meeting of the seventh board of directors held in March 15, 2018; the specific content of the proposed bill is to be seen by the company in March 16, 2018. The resumes of the candidates for non independent directors and independent non executive directors are presented in June 13, 2018 by the company's supplementary notice on the time for the convening of the two 17 shareholders' meeting and the increase of the provisional proposals.

The company expects to pay dividends to shareholders in August 20, 2018, and the company's two - 17 profit distribution plan is yet to be approved by the annual shareholders' meeting.

The independent non-executive directors of the company will be present at this meeting.

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