2012 Annual Report - ZTE

ANNUAL REPORT 2012III.Information on general meetings convenedAt the First Extraordinary General Meeting of 2012 of the Company convened on-site on 11 April 2012, the“Resolution in respect of the election of Non-independent Director,” “Resolution on the Company’s fulfillment ofconditions for bond issue,” “Resolution on the proposed issue of bonds” and “Resolution on submitting to thegeneral meeting of the Company a mandate for the Board of Directors to deal with matters pertaining to thebond issue with full discretion” were considered and approved. For details of the resolutions, please refer to the“Announcement on Resolutions of the First Extraordinary General Meeting of 2012 of ZTE Corporation” publishedby the Company on 12 April 2012 at http://www.cninfo.com.cn, China Securities Journal, Securities Times andShanghai Securities News.At the 2011 Annual General Meeting of the Company convened on-site on 25 May 2012, the “Financial statementsfor the year ended 31 December 2011 audited by the PRC and Hong Kong auditors,” “Report of the Board ofDirectors of the Company for the year ended 31 December 2011,” “Report of the Supervisory Committee of theCompany for the year ended 31 December 2011,” “Report of the President of the Company for the year ended31 December 2011,” “Final financial accounts of the Company for the year ended 31 December 2011,” “Profitdistribution proposal of the Company for the year ended 31 December 2011,” “Resolutions on the proposedapplications by the Company for composite credit facilities,” “Resolutions on the appointment of the PRC auditorsand the Hong Kong auditors of the Company for the year ended 31 December 2012,” “Resolution on the applicationfor investment limits in derivative products of the Company in 2012,” “Resolution of the Company on the waiverof rights,” “Resolution on the General Mandate for 2012,” “Resolution on the amendment of certain clauses ofthe Articles of Association” and “Resolution on the amendment of certain clauses of the Rules of Procedure ofthe Board of Directors Meetings” were considered and approved. For details of the resolutions, please refer tothe “Announcement on Resolutions of the 2011 Annual General Meeting of ZTE Corporation” published by theCompany on 26 May 2012 at http://www.cninfo.com.cn, China Securities Journal, Securities Times and ShanghaiSecurities News.IV.Performance of the Independent Non-executive DirectorsDuring the year, the Independent Non-executive Directors played a significant role in optimising the corporategovernance structure of the Company and protecting the interests of minority shareholders. During the year,the Independent Non-executive Directors of the Company raised no objections on the resolutions passed bythe Board of Directors meetings and other matters of the Company. In relation to important matters on whichthey were required to give independent opinions (including connected transactions, third-party guarantees andexternal investments), the Independent Non-executive Directors have diligently reviewed the matters concernedand have issued written independent opinions. The Independent Non-executive Directors provided valuable andprofessional recommendations on major decisions by the Company, improving the rationality and objectivenessof the Company’s decisions.123