stock code : 000063.SZ 763.HK ANNUAL REPORT 2019 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 accept individual and collective legal responsibility. 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 Fifteenth 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 2019 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 2019 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 2019 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 2019 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 2020 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, of 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 2 Definitions 5 Glossary 9 Company Profile 10 Corporate Information 14 Chairman’s Statement 20 Major Events of the Group 21 Highlights of Accounting Data and Financial Indicators 27 Summary of the Company’s Business 32 Report of the Board of Directors 59 Material Matters 95 Changes in Shareholdings and Information of Shareholders 103 Directors, Supervisors, Senior Management and Employees 114 Corporate Governance Structure 133 Report of the PRC Auditors 143 Financial Statements prepared in accordance with PRC ASBEs and Notes Thereto 319 Independent Auditor’s Report 329 Financial Statements prepared in accordance with HKFRSs and Notes Thereto 440 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 2 ANNUAL REPORT 2019 Definitions Great Power Guangzhou Great Power Energy & Technology Co., Ltd. Eoptolink Eoptolink Technology Inc., Ltd. Giga Device Giga Device Semiconductor (Beijing) Inc. Laimu Shanghai Laimu Electronics Co., Ltd. Olympic Circuit Technology Olympic Circuit Technology Co., Ltd. Mentech Dongguan Mentech Optical & Magnetic Co., Ltd Lianchuang Electronic Lianchuang Electronic Technology Co., Ltd. Union Optech Union Optech Co., Ltd. Shijia Science & Technology Suzhou Shijia Science & Technology Inc. Beken Beken Corporation Anji Technology Anji Microelectronics Technology (Shanghai) Co., Ltd. Novoray Novoray Corporation 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) Medium Term Note(s) or Perpetual Medium Term Notes perpetual capital instruments 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 (formerly known as 深圳市航天歐華科技發展有 限責任公司) 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 3 ZTE CORPORATION Definitions 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 2017 Share Option Incentive the share option incentive scheme considered and approved at the 2016 Scheme Annual General Meeting, the First A Shareholders’ Class Meeting of 2017 and the First H Shareholders’ Class Meeting of 2017 of the Company Latest practicable date 9 April 2020, being the latest practicable date prior to the printing of this report for the purpose of ascertaining the contents set out in this report 4 ANNUAL REPORT 2019 Glossary This glossary contains definitions of certain technical terms used in this report as they relate to the Group. Some of these definitions may not correspond to standard industry definitions or usage. 4G Fourth-generation mobile networks operating according to IMT-Advanced standards as defined by ITU, including LTE-Advanced and Wireless MAN-Advanced (802.16m) standards, which support theoretical download rates of 1Gbit/s at fixed locations and 100Mbit/s in motion. 4K A video device having a resolution of 3840*2160, which is 4 times the resolution of a 2K video. 5G Fifth-generation mobile communications, which is a general reference to the ensemble of post-4G broadband wireless communication technologies. The general view of the industry is that 5G is capable of providing faster data throughput (1,000 times faster than currently available) and more connections (100 times more than currently available), more efficient utilisation of energy (10 times of the current level of efficiency) and shorter end-to-end time delay (1/5 of the current length of time delay). It goes beyond human-to-human communication to cover a wide range of applications such as ultra- intensive networks, machine-to-machine communication and the internet of vehicles. CDN Content Delivery Network, a network structure capable of redirecting on a real-time basis a user’s request to the closest service node available to such user based on network flow and information of various service nodes such as connection, load, distance from the user