The Company and all members of the Board of Directors confirm that all the information contained in this announcement is true, accurate and complete and that there is no false or misleading statement or material omission in this announcement.
As confirmed by theShenzhen Stock Exchange andChina Securities Depository & Clearing Corporation Limited, Shenzhen Branch ,ZTE Corporation (the 'Company') has completed registration of the first grant of share options under the 2020 Share Option Incentive Scheme ofZTE Corporation (Draft) (the '2020 Share Option Incentive Scheme' or 'Scheme'). The abbreviated name of the share option is JLC3 and the code of share option is 037099. Other details are announced as follows: I. Brief description of the 2020 Share Option Incentive Scheme On12 October 2020 , the 'Resolution on 'ZTE Corporation 2020 Share Option Incentive Scheme (Draft)' (the '2020 Share Option Incentive Scheme') and its summary', 'Resolution on the 'ZTE Corporation 2020 Share Option Incentive Scheme Performance Appraisal System'' and 'Resolution on a mandate granted to the Board of Directors by the General Meeting to deal with matters pertaining to the 2020 Share Option Incentive Scheme' were considered and passed at the Twenty-fifth Meeting of the Eighth Session of the Board of Directors and Eighteenth Meeting of the Eighth Session of theSupervisory Committee of the Company .The Supervisory Committee of the Company has verified the list of Participants to be granted share options as confirmed under the 2020 Share Option Incentive Scheme and the Independent Non-executive Directors and legal advisor of the Company have furnished opinions on matters relating to share option incentives, respectively.
On
The 2020 Share Option Incentive Scheme was approved by the general meeting pursuant to the 'Resolution on the '
Pursuant to the 2020 Share Option Incentive Scheme, it is proposed that a total of not more than 163,492,000 share options shall be granted to Participants by the Company, of which 158,492,000 share options will be granted initially, 5,000,000 share options will be reserved. Each share option shall entitle its holder to purchase one
On
II. Details of the grant of share options under the 2020 Share Option Incentive
Scheme
1. Date of first grant:6 November 2020 (Friday).
2. Grantees: a total of 6,123 grantees, comprising Directors, senior management personnel and key employees who have a direct impact on, or made outstanding contributions to, the Company's overall results and sustainable development (excluding Independent Non-executive Directors, Supervisors, substantial 3 shareholders individually or collectively interested in 5% or above of the Company's shares or the de facto controller, and their respective spouses, parents or children).
3. Number of share options first granted: 158,472,000.
4. Exercise price of the share options first granted:RMB34.47 / share.
5. Source of shares: A shares of the Company issued to Participants by way of placing.
6. Exercise arrangements: The exercise of the share options under the first grant is subject to a vesting period of one year from the date of grant. Subject to the fulfillment of the exercise conditions, the share options under the first grant can be exercised in batches in the manner set forth below: Exercise period Duration Proportion of share options exercisable to the total number of share options granted First exercise period Commencing on the first trading day after the expiry of the 12-month period from the date of first grant and ending on the last trading day of the 24-month period from the date of first grant
1/3
Second exercise
period
Commencing on the first trading day after
the expiry of the 24-month period from
the date of first grant and ending on the
last trading day of the 36-month period
from the date of first grant
1/3
Third exercise period Commencing on the first trading day after
the expiry of the 36-month period from
the date of first grant and ending on the
last trading day of the 48-month period
from the date of first grant
1/3
Share options not exercisable as a result of non-fulfillment of the performance-based
conditions or not exercised during the relevant exercise periods shall lapse with
immediate effect and withdrawn and cancelled by the Company without
compensation.
7. Conditions of exercise:
(1) Performance indicators for the exercise of share options: net profit attributable to
holders of ordinary shares of the listed company.
(2) Conditions for the exercise of share options first granted:
4
Exercise period Percentage of
exercise Conditions of exercise
First exercise period 1/3 Net profit for 2020 shall be no less than
billion.
Second exercise period 1/3 Total net profit for 2020 and 2021 shall be no less
than
Third exercise period 1/3 Total net profit for 2020, 2021 and 2022 shall be no
less than
III. Completion of registration of the first grant of share options under the 2020
Share Option Incentive Scheme
1. Abbreviated name of the share option: ??JLC3
2. Code of the share option: 037099
3. List of registered grantees:
There are a total of 6,123 Participants under the 2020 Share Option Incentive Scheme,
including 10 Directors and senior management personnel and 6,113 other Participants.
The allocation of the share options under the current grant is set out as follows:
Name Position Number of
share options
proposed to
be allocated
As a percentage of the
total number of
share options to be
granted initially
As a percentage
of the total share
capital in issue
on the date of
the first grant of
the Company
(Unit: in ten
thousands) Percentage (%) Percentage (%)
Li Zixue Chairman 18 0.11% 0.0039%
Xu Ziyang Director and
president 18 0.11% 0.0039%
Li Buqing Director 5 0.03% 0.0011%
Gu Junying
Director and
executive vice
president
18 0.11% 0.0039%
Wang Xiyu Executive vice
president 18 0.11% 0.0039%
Executive vice
president and
chief financial
officer
18 0.11% 0.0039%
Xie Junshi Executive vice
president 18 0.11% 0.0039%
Secretary to
the Board of
Directors
12 0.08% 0.0026%
Other key
personnel 6,113 15,712.20 99.15% 3.4057%
5
Total options
under the First
Grant
6,123 15,847.20 100.00% 3.4350%
4. The Participants and number of share options granted set out above are consistent
with those disclosed by the Company on
been made. For details, please refer to the 'Overseas Regulatory Announcement'
published on
IV. Impact of the implementation of the 2020 Share Option Incentive Scheme on
the Company's development
The implementation of the 2020 Share Option Incentive Scheme is conducive to the
Company's efforts to: foster a performance-based culture oriented towards the
creation of value; attract, motivate and retain senior management personnel and key
staff; improve and perfect the Company's remuneration and incentive regime; build a
long-term incentive and binding mechanism; and enhance the Company's
competitiveness, so as to constantly enhance value for the Company and its
shareholders.
By Order of the Board
Li Zixue
Chairman
As at the date of this announcement, the Board of Directors of the Company comprises three executive directors, Li Zixue, Xu Ziyang, Gu Junying; three non-executive directors, Li Buqing,
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