Announcement Resolutions of the Twenty-seventh Meeting of ... - ZTE

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XXIV. Consideration and approval of the “Resolution on the Amendment of RelevantClauses of the Rules of Procedure of the Board of Directors Meetings” and approval ofsubmission to the 2011 Annual General Meeting for consideration, details of which areas follows:It is approved that relevant clauses of the Rules of Procedure of the Board of DirectorsMeetings be amended according to laws, details of which are as follows:The original articlesChapter 2 Article 2 The Board of Directors shallexercise the following powers:……(17) to approve external guarantee (including but notlimited to assurance, security, pledge, lien and deposit)for an amount no more than 10% of the latest audited netasset of the Company net1tha that does not exceed……The Company shall comply with the following whendetermining external guarantees stipulated in (17) ofParagraph 1:……(2) The Company shall not provide guarantee for anynon-corporate entities or individuals; any single externalguarantee provided by the Company shall not exceed 5%of the net assets reported in the consolidated accountingstatements for the latest accounting year; guaranteesprovided for the same party shall not exceed 10% of thenet assets reported in the consolidated accountingstatements for the latest accounting year.Chapter 2 Article 2 The Board of Directors shallexercise the following powers:……(19) to approve to conduct an external investment whichis related to the principal business of the Company and isless than 10% of the Company’s most recently auditednet asset value, or an external investment which isoutside the principal business of the Company and is lessthan 5% of the Company’s most recently audited netasset value;The amended articlesChapter 2 Article 2 The Board of Directors shallexercise the following powers:……(17) to approve external guarantee (including but notlimited to assurance, security, pledge, lien and deposit)for an amount no more than 10% of the latest auditednet asset of the Company net1tha that does not exceed……The Company shall comply with the following whendetermining external guarantees stipulated in (17) ofParagraph 1:……(2) The Company shall not provide guarantee forany non-corporate entities or individuals; any singleexternal guarantee provided by the Company to partiesother than a wholly owned subsidiary of theCompany shall not exceed 5% of the net assetsreported in the consolidated accounting statements forthe latest accounting year; guarantees provided for thesame party other than a wholly owned subsidiary ofthe Company shall not exceed 10% of the net assetsreported in the consolidated accounting statements forthe latest accounting year.Chapter 2 Article 2 The Board of Directors shallexercise the following powers:……(19) to approve to conduct an external investment whichis related to the principal business of the Company andis less than 10% of the Company’s most recentlyaudited net asset value, or an external investment whichis outside the principal business of the Company and isless than 5% of the Company’s most recently auditednet asset value;
The original articles……The Company shall comply with the followingwhen determining external guarantees stipulated in (17)of Paragraph 1:……The amended articles……The Company shall comply with the followingwhen determining external guarantees stipulated in (17)of Paragraph 1:……The external investment made by the Companyunder sub-paragraph (19) of paragraph one shallinclude securities and derivative productsinvestments. Derivative products in which the Boardmay invest at its discretion shall include, insubstance, products such as options, forwards, swapsor portfolios of such products, with their underlyingassets being interest rates, exchange rates, currenciesor portfolios of such underlying assets. TheCompany shall comply with the laws and regulationsas well as rules of relevant securities exchanges wheninvesting in securities and derivative products.Chapter 2 Article 2: The Board of Directors shallexercise the following powers:……(19) to approve to conduct an external investment whichis related to the principal business of the Company and isless than 10% of the Company’s most recently auditednet asset value, or an external investment which isoutside the principal business of the Company and is lessthan 5% of the Company’s most recently audited netasset value;(20) to exercise other powers as stipulated by the laws,regulations or the Articles or granted by the GeneralMeeting.Chapter 2 Article 2: The Board of Directors shallexercise the following powers:……(19) to approve to conduct an external investment whichis related to the principal business of the Company andis less than 10% of the Company’s most recentlyaudited net asset value, or an external investment whichis outside the principal business of the Company and isless than 5% of the Company’s most recently auditednet asset value;(20) review and monitor the corporate governanceof the Company, including but not limited to:1. Formulating and reviewing the corporategovernance policies and practices of the Company;2. Reviewing and monitoring the training andongoing professional development of the directorsand senior management;3. Reviewing and monitoring the Company’spolicies and practices in legal and regulatorycompliance;4. Formulating, reviewing and monitoring thecode of conduct and compliance manual (if any) foremployees and directors; and
Page 1: Hong Kong Exchanges and Clearing Li
Page 4 and 5: Cash dividend of RMB 2 (before tax)
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Page 10 and 11: y way of resolution at the general
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Page 14 and 15: and/or issue prices (including pric
Page 18 and 19: The original articlesThe amended ar
Page 20 and 21: The original articlesof authority o
Page 26 and 27: As at the date of this announcement

Announcement Resolutions of the Twenty-seventh Meeting of ... - ZTE

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