2014

Annual Report

stock code : 000063.SZ 763.HK

Important

The Board of Directors, Supervisory Committee and the Directors, Supervisors and senior management of the Company confirm that this report does not contain any false information, misleading statements or material omissions, and collectively and individually accept responsibility for the truthfulness, accuracy and completeness of the contents of this report.

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 Twenty-fifth Meeting of the Sixth Session of the Board of Directors of the Company. Mr. Dong Lianbo, Director, was unable to attend the Meeting due to work reasons and has authorised Mr. Xie Weiliang, Vice Chairman, to vote on his behalf. Mr. Wei Wei, Independent Non-executive Director, was unable to attend the Meeting due to work reasons and has authorised Mr. Tan Zhenhui, Independent Non-executive Director, to vote on his behalf. Mr. Chen Naiwei, Independent Non-executive Director, was unable to attend the Meeting due to work reasons and has authorised Ms. Qu Xiaohui, Independent Non-executive Director, to vote on his behalf.

The respective financial statements of the Group for the year ended 31 December 2014 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. Hou Weigui, Chairman of the Company, Mr. Wei Zaisheng, Chief Financial Officer of the Company and Mr. Shi Chunmao, 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, proposal for profit distribution and conversion from capital reserve of 2014: cash dividend of RMB2.0 for every 10 shares (before tax) based on the Company's total share capital of 3,437,541,278 shares as at 31 December 2014, creation of 2 shares for every 10 shares by way of conversion of capital reserve. The aforesaid matter shall require 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 should beware of investment risks.

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 andhttp://www.cninfo.com.cnare designated media for the Company's information disclosure. Only information of the Company published in the aforesaid media should be relied upon. Investors are asked to beware of investment risks.

Contents

  • 2 Definitions

  • 4 Glossary

  • 8 Company Profile

  • 9 Corporate information

  • 14 Chairman's statement

  • 18 Major events of the Group

  • 19 Highlights of accounting and financial indicators

  • 26 Report of the board of directors

  • 54 Management discussion and analysis

  • 62 Material matters

  • 95 Changes in shareholdings and information of shareholders

  • 104 Directors, supervisors, senior management and employees

  • 121 Corporate governance structure

  • 146 Internal control

  • 150 Report of the PRC auditors

  • 152 Financial statements prepared in accordance with PRC ASBEs and notes thereto

  • 318 Independent auditors' report

  • 320 Financial statements prepared in accordance with HKFRSs and notes thereto

  • 440 Documents available for inspection

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

Accounting Law

Accounting 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

ITU

International Telecommunications Union, is a specialised agency of the United

Nations for information and communication technologies

SASAC

State-owned Assets Supervision and Administration Commission of the State Council

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

The Stock Exchange of Hong Kong Limited

Exchange

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

Generally accepted accounting principles in the PRC

HKFRSs

Hong Kong Financial Reporting Standards (including Hong Kong Accounting

Standards ("HKASs") and Interpretations)

China All Access

China All Access (Holdings) Limited

ZTE HK

ZTE (H.K.) Limited

Speed

Huizhou Speed Wireless Technology Co., Ltd.

ZTE Capital

Shenzhen ZTE Capital Management Company Limited

Zhonghe Chunsheng Fund

Shenzhen Zhonghe Chunsheng Partnership Private Equity Fund I

Zhongxingxin

Shenzhen Zhongxingxin Telecommunications Equipment Company Limited

Mobi Antenna

Mobi Antenna Technologies (Shenzhen) Co., Ltd.

Huatong

Huatong Technology Company Limited

Nanchang Software

Zhongxing Software Technology (Nanchang) Company Limited

Zhongxing Hetai

Shenzhen Zhongxing Hetai Hotel Investment and Management Company Limited

Zhongxing Development

Zhongxing Development Company Limited

Chongqing Zhongxing

Chongqing Zhongxing Development Company Limited

Development

航天歐華

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

Zhongxing Software

Shenzhen Zhongxing Software Company Limited

ZTE Kangxun

Shenzhen ZTE Kangxun Telecom Company Limited

ZTE Group Finance

ZTE Group Finance Co., Ltd.

3

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.

2G

Second-generation mobile networks featuring digital wireless radio technology that enables larger network capacity, improved voice quality and more secure encryption, as well as seamless international roaming for users which includes GSM and CDMA. GSM (Global System for Mobile Communication) is a global system for cellular mobile communications originated in Europe using TDMA, while CDMA is a standard for spread spectrum technology. The data rate of 2G can reach 115.2Kbps. The data rate of GSM using EDGE (enhanced data rate for GSM evolution) can reach 384Kbps.

3G

Third-generation mobile networks supporting peak data rate of 144Kbps at mobile user speeds, 384Kbps at pedestrian user speeds and 2Mbps at fixed locations.

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.

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 what is currently available) and more connections (100 times more than what is 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.

Pre-5G

The adoption of the 5G technology without modifying existing air interfaces standards, providing in advance a 5G-like user experience on existing terminals.

UMTS

A reference to WCDMA standards generally used in Europe. 3G technologies have been collectively referred to as UMTS (Universal Mobile Telecommunications System) by European Telecommunications Standards Institute (ETSI) since the early 1990s.

TD-SCDMA

Time division synchronous code division multiple access, a 3G technology developed by the PRC to support voice and data transmission.

LTE

LTE (Long Term Evolution) which is the long-term evolution of 3G technology, refers to fourth-generation mobile communication technologies with OFDM as its core technology. LTE is being promoted by 3GPP and is continuously under evolution. There are two types of LTE, distinguished by the mode of division duplex, namely FDD-LTE of frequency division and TDD-LTE of time division. The mixed operation of FDD-LTE and TDD-LTE is supported. In terms of networking, its supports homogeneous networks formed by macro base stations as well as heterogeneous networks formed by macro base stations and micro base stations.

ICT

New products and services arising from the integration of IT (information technology) and CT (communications (i.e., the transmission of information) technology).

Cloud Radio

An innovative radio solution capable of automatic selection of optimal synchronisation modes based on the properties of the mobile networks and mobile bearer conditions. It can effectively reduce inter-cell interference in LTE networks and significantly boost network performance in the cell edge.

QCell

QCell connects the BBU (base-band unit) to the PICO RRU (a small remote radio unit) and facilitates power supply to the PICO RRU through Ethernet, enabling LTE indoor coverage with the deployment of Ethernet cables only.

UBR

Ultra-broadband radio frequency that can support bandwidth of 170MHz at the 800MHz frequency band and 365MHz at the 1.8-2.1GHz frequency bands, which is significantly higher than conventional RRU (radio remote unit).

Magic Radio

An innovative technology which allows GSM and LTE to share the same frequency spectrum, hence supporting more GSM and LTE services within limited frequency spectrum width.

PON

Provision of optical fiber access service through unpowered optical network technologies, using point-to-multipoint topological structures that enable conservation of optical fiber resources for the main trunk as well as flow management and security control functions. PON can be distinguished into FTTH, FTTDp, FTTB and FTTC based on different destinations of optical connection, or GPON, EPON, 10G EPON and XG PON based on different technology standards.

IDC

Internet Data Center, an Internet-based centre for facilities that provide operating maintenance and related services for equipment that handles data collection, storage, processing and dispatch in an integrated manner.

Glossary

PTN

Packet Transport Network, a network commonly using the MPLS-TP technology, designed to cater to the sudden nature of packet flow and the requirement for statistical multiplexing transmission and support multiple services provision with packet services as core services. PTN offers the advantage of lower total cost of use, while retaining the traditional strengths of optical transmission, such as high availability and reliability, efficient bandwidth and flow management, convenient OAM and network management, scalability and better security.

OTN

Optical Transport Network, a transmission network formed at the optical layer based on the wavelength-division multiplexing technology. OTN solves the problems of traditional WDM networks, such as poor modulation in the no-wavelength/sub-wavelength services, weak network formation and weak protection, through "digital transmission system" and "optical transmission system" regulated by a range of ITU-T recommendations such as G.872, G.709 and G.798.

Internet of Things

A network interconnecting all things in the physical world, characterised by comprehensive sensors, reliable transmission and smart processing and aiming at connection at any time, any location and among any objects. It can help to realise the organic integration of the human society with the physical world, so that humankind can manage production and life in a more detailed and dynamic way to generally enhance the level of informatisation of the society.

Cloud Computing

A concept underlining the fusion of traditional computing technologies such as grid computation and distributed computation with network technology development. The core idea is to centralise the management and modulation of massive computing resources connected through the network, forming a pool of computing resources that serve users on an as-needed basis. Cloud Computing is applied in business models such as SaaS, PaaS and IaaS.

Big Data

A data set that is too large and complex to be processed by existing conventional database management technologies and tools, and that requires the use of new data processing and management technologies in order to create value from the set in a speedy and economic manner. It has revolutionary long-term implications for the development of informatisation, smart applications and business models of the society. Big data is often characterised by 4Vs: Volume, Variety, Velocity and Value.

Smart City

The application of information technologies such as Cloud Computing, Internet of Things and Big Data in combination with wireline and wireless broadband communication technologies to sense, analyse and integrate various key information of the core operation systems of the city, so as to make automated smart responses to various requirements such as livelihood, environmental protection, public security, urban services and industrial/commercial activities, in realisation of smart management and operation of cities, creating better lives for citizens and facilitating harmony in and sustainable development for the city.

Mobile Internet

Internet access service facilitated through mobile terminals such as smart phones/ handheld digital assistants, notebooks and Pad, etc. Enriched by the popularisation of smart terminals, Mobile Internet services now include mobile computing, mobile music, smart phone games, positioning technology, wireless communities and wireless payments, etc.

Smart Pipe

Relative to the "dummy pipe," the smart pipe facilitates optimisation of internet traffic flow through technologies such as flow sensor, classification and control, etc to enhance users' experience and deliver added value.

M-ICT Strategy

The strategy of ZTE is to be an "Enabler@M-ICT that facilitates the creation of value through information." The letter "M" denotes a variety of meanings, which include: 1) Mobile: as handheld smart terminals become increasingly popular, ICT services are present everywhere; 2) M2M: the inter-connection of all things (Man-Man, Man-Machine, Machine-Machine); 3)Multiple connection: all-present connection; 4) Multi-service, More coverage and accessibility; 5) More secure, More reliable and easier to use.

CGO Laboratory

Responsible for the incubation of innovation projects and the development and operation of Blue Ocean projects of the Company to support the implementation of the blue ocean strategy under the Company's M-ICT strategy, in realisation of its strategic transformation to become "cool, green and open."

Company Profile

The Company is a leading integrated telecommunications equipment manufacturer in the world market and a provider of global telecommunications solutions, with shares listed on the main board of the Shenzhen Stock Exchange and the Main Board of the Hong Kong Stock Exchange.

In November 1997, the Company conducted an initial public offering of A shares for listing on the main board of the Shenzhen Stock Exchange. The Company is currently the largest telecommunications equipment manufacturer in China's A share market in terms of operating revenue. In December 2004, the Company conducted an initial public offering of H shares for listing on the Main Board of the Hong Kong Stock Exchange, becoming the first A-share company to be listed on the Main Board of the Hong Kong Stock Exchange.

The Group is dedicated to the design, development, production, distribution and installation of a broad range of advanced telecommunications systems and equipment, including carriers' networks, handset terminals and telecommunications software systems, services and other products.

The Group is one of the major telecommunications equipment suppliers in China's telecommunications market and has also succeeded in gaining access to the international telecommunications market with respect to each of its major product segments. The Group has achieved a leading market position for its various telecommunications products in China with longstanding business ties with China's leading telecommunications service providers such as China Mobile, China Telecom and China Unicom. With respect to the global telecommunications market, the Group has provided innovative technology and product solutions to telecommunications service providers and government and corporate customers in more than 160 countries and regions, making contributions to facilitate communications via multiple means, such as voice, data, multi-media,wireless broadband and cable broadband, for users all over the world.

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ZTE Corporation published this content on 26 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2024 10:46:02 UTC.