2012 Annual Report - ZTE

ANNUAL REPORT 2012Note 7: Ms. Qu Xiaohui was independent non-executive director of Yunnan Baiyao Group Co., Ltd from May 2009 to April 2012 and will continueto undertake such position from April 2012 to April 2015.Note 8: Mr. Wei Wei was independent non-executive director of Changyuan Group Company Limited from April 2009 to April 2012 and willcontinue to undertake such position from April 2012 to April 2015.Note 9: Mr. Chen Naiwei was independent non-executive director of Shanghai Taisheng Wind Power Equipment Co., Ltd from July 2010 to June2012 and will continue to undertake such position from July 2012 to July 2015.Note 10: Mr. Zhou Huidong was appointed supervisor of Shenzhen Zhongxing Hetai Hotel Investment Management Company Limited in August2012 and supervisor of Shenzhen Zhongxing Microelectronics Technology Company Limited and 深 圳 市 中 興 高 達 技 術 有 限 公 司 in December2012; and has ceased to be supervisor of Shenzhen ZNV Technology Co., Ltd and Shenzhen Changfei Investment Company Limited asfrom December 2012.Note 11: Ms. Wang Yan received her remuneration from Shenzhen Zhongxing Micro Finance Co., Ltd.Note 12: Ms. Xu Weiyan was appointed supervisor of ZTE Kangxun in December 2012.Note 13: Mr. Xu Huijun received allowances from 2 subsidiaries including Shenzhen ZNV Technology Co., Ltd.(V)DECISION-MAKING PROCESS, BASES FOR DETERMINATION AND ACTUAL PAYMENT OFREMUNERATION FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANYAllowances for Directors are based on recommendations of the Remuneration and Evaluation Committee of theBoard of Directors made with reference to the duties of Directors at the Company and markets levels representedby other listed companies in the same industry and determined upon consideration and approval by the Board ofDirectors and the General Meeting.Allowances for Supervisors are based on recommendations of the Supervisory Committee made with referenceto the duties of Supervisors and markets levels represented by other listed companies in the same industry anddetermined upon consideration and approval by the General Meeting.The remuneration for senior management personnel is based on the results of annual performance appraisalsconducted by the Remuneration and Evaluation Committee and determined upon consideration by the Board ofDirectors.Remuneration for the Directors, Supervisors and senior management are determined and payable by the Companyin accordance with the aforesaid provisions and procedures.(VI)CHANGES IN DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANYThe Board of the Company received a “resignation report” in writing from Non-executive Director Mr. Lei Fanpeion 9 February 2012. Because of the redeployment of his work, Mr. Lei Fanpei wished to resign from the positionsof Non-executive Director, Vice Chairman of the Fifth Session of the Board of Directors and member of theRemuneration and Evaluation Committee under the Board of Directors. Mr. Lei Fanpei’s resignation became effectiveupon delivery of his “resignation report” to the Board of Directors. Following his resignation, Mr. Lei Fanpei will nothold any position at the Company. For details, please refer to the “Announcement of Resignation of Non-executiveDirector” published by the Company dated 9 February 2012.115