ZTE : ● Annual Report 2020

stock code : 000063.SZ

763.HK

A N N U A L R E P O R T

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Important

The Board of Directors, Supervisory Committee and the Directors, Supervisors and senior management of the Company warrant that the contents of this report are true, accurate and complete without any false information, misleading statements or material omissions, and collectively and individually accept legal responsibility therefor.

There are no Directors, Supervisors or senior management who do not warrant or who dispute the truthfulness, accuracy and completeness of the contents of this report.

This report has been considered and approved at the Thirty-third Meeting of the Eighth Session of the Board of Directors of the Company.

The respective financial statements of the Group for the year ended 31 December 2020 were prepared in accordance with PRC Accounting Standards for Business Enterprises and with Hong Kong Financial Reporting Standards respectively, and had been audited by Ernst & Young Hua Ming LLP and Ernst & Young, and an unqualified auditors' report has been issued by each of them.

During the year, there was no significant deficiency in internal control in relation to financial reporting of the Company, nor was any significant deficiency in internal control in relation to non-financial reporting identified.

Mr. Li Zixue, Chairman of the Company, Ms. Li Ying, Chief Financial Officer of the Company and Mr. Xu Jianrui, Head of Finance Division of the Company, hereby declare that they warrant the truthfulness, accuracy and completeness of the financial reports contained in this report.

In view of the state of affairs of the Company, the proposal for profit distribution for 2020 is as follows: distribution of RMB2 in cash (before tax) for every 10 shares to all shareholders based on the total share capital (including A shares and H shares) as at the record date for profit distribution and dividend payment. In the event of changes in the Company's total share capital after the announcement of the Company's profit distribution proposal for 2020 but before its implementation, the total amount of distribution shall be readjusted in accordance with the law on the basis of the total share capital (including A shares and H shares) as at the record date for profit and dividend distribution for the purpose of the profit distribution proposal for 2020 according to the existing proportion for distribution. The aforesaid matter is subject to consideration and approval at the general meeting.

This report contains forward-looking statements in relation to subjects such as future plans, which do not constitute any specific undertakings to investors by the Company. Investors are asked to beware of investment risks and their attention is drawn to the description of the potential risks inherent in the operations of the Company set out in the section headed "Report of the Board of Directors (VI) Business outlook of 2021 and risk exposures" in this report.

This report has been prepared in Chinese and English respectively. In case of discrepancy, the Chinese version shall prevail, except for the financial report prepared in accordance with Hong Kong Financial Reporting Standards, for which the English version shall prevail.

China Securities Journal, Securities Times, Shanghai Securities News and http://www.cninfo.com.cn are designated media for the Company's information disclosure. Investors are asked to beware of investment risks.

Contents

1. Definitions

1. Glossary

1. Company Profile
2. Corporate Information

12 Chairman's Statement

1. Highlights of Accounting Data and Financial indicators

1. Summary of the Company's Business

1. Report of the Board of Directors

1. Material Matters

1. Changes in Shareholdings and Information of Shareholders

1. Directors, Supervisors, Senior Management and Employees

1. Corporate Governance Structure

1. Report of the PRC Auditors

1. Financial Statements prepared in accordance with PRC ASBEs and Notes Thereto

1. Independent Auditors' Report

1. Financial Statements prepared in accordance with HKFRSs and Notes Thereto

1. Documents Available for Inspection

ZTE CORPORATION

Definitions

In this report, unless the context otherwise requires, the following terms shall have the meanings set out below. Certain other terms are explained in the section headed "Glossary".

Company or ZTE	ZTE Corporation, a limited company incorporated in China, the shares of
	which are listed on the Shenzhen Stock Exchange and the Hong Kong Stock
	Exchange, respectively
Articles of Association	The Articles of Association of ZTE Corporation
Company Law	Company Law of the People's Republic of China
Securities Law	Securities Law of the People's Republic of China
Group	ZTE and one or more of its subsidiaries
Board of Directors	The board of directors of the Company
Directors	Members of the board of directors of the Company
Supervisory Committee	The supervisory committee of the Company
Supervisors	Members of the supervisory committee of the Company
China or PRC	The People's Republic of China
MOF	PRC Ministry of Finance
CSRC	China Securities Regulatory Commission
Shenzhen CSRC	The CSRC Shenzhen Bureau
Shenzhen Stock Exchange	The Shenzhen Stock Exchange
Shenzhen Listing Rules	Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange
Hong Kong Stock Exchange	The Stock Exchange of Hong Kong Limited
Hong Kong Listing Rules	Rules Governing the Listing of Securities on The Stock Exchange of Hong
	Kong Limited
SFO	Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
PRC ASBEs	PRC Accounting Standards for Business Enterprise (Generally accepted
	accounting principles in China)
HKFRSs	Hong Kong Financial Reporting Standards (including Hong Kong Accounting
	Standards ("HKASs") and Interpretations)
ZTE HK	ZTE (H.K.) Limited
Zhongxing Software	Shenzhen Zhongxing Software Company Limited

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ANNUAL REPORT 2020

Definitions

Mentech	Dongguan Mentech Optical & Magnetic Co., Ltd
Union Optech	Union Optech Co., Ltd.
Shijia Science & Technology	Suzhou Shijia Science & Technology Inc.
China Eagle Electronic	Huizhou China Eagle Electronic Technology Inc.
Beken	Beken Corporation
Anji Technology	Anji Microelectronics Technology (Shanghai) Co., Ltd.
NOVORAY	NOVORAY Corporation
Chipsea Technologies	Chipsea Technologies (Shenzhen) Corp., Ltd.
Leadyo	Guangdong Leadyo IC Testing Co., Ltd.
ST PD Group	Pang Da Automobile Trade Co., Ltd
Enablence Technologies	Enablence Technologies Inc.
ZTE Capital	Shenzhen ZTE Capital Management Company Limited
Zhonghe Chunsheng Fund I	Shenzhen Zhonghe Chunsheng Partnership Private Equity Fund I (Limited
	Partnership)
Jiaxing Fund	Jiaxing Xinghe Equity Investment Partnership (Limited Partnership)
Zhonghe Chunsheng Fund III	Suzhou Zhonghe Chunsheng Partnership Investment Fund III (Limited
	Partnership)
Zhongxingxin	Zhongxingxin Telecom Company Limited
Zhongxing Hetai	Shenzhen Zhongxing Hetai Hotel Investment and Management Company
	Limited
航 天 歐 華	航 天 歐 華 信 息 技 術 有 限 公 司
Xi'an Microelectronics	Xi'an Microelectronics Technology Research Institute
Aerospace Guangyu	Shenzhen Aerospace Guangyu Industrial Company Limited
Zhongxing WXT	Shenzhen Zhongxing WXT Equipment Company Limited
Guoxing Ruike	Zhuhai Guoxing Ruike Capital Management Centre (Limited Partnership)
ZTE Group Finance	ZTE Group Finance Co., Ltd.
ZTE Microelectronics	ZTE Microelectronics Technology Company Limited

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