Annual Report 2016

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 Fifteenth Meeting of the Seventh Session of the Board of Directors of the Company. Mr. Richard Xike Zhang, Independent Non-executive Director, was unable to attend the meeting due to work reasons and has authorised Mr. Zhu Wuxiang, Independent Non-executive Director, to vote on his behalf. Mr. Bingsheng Teng, Independent Non-executive Director, was unable to attend the meeting due to work reasons and has authorised Mr. Zhu Wuxiang, Independent Non-executive Director, to vote on his behalf. Mr. Lü Hongbing, Independent Non-executive Director, was unable to attend the meeting due to work reasons and has authorised Mr. Chen Shaohua, Independent Non-executive Director, to vote on his behalf.

The respective financial statements of the Group for the year ended 31 December 2016 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. Yin Yimin, 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.

No profit distribution is proposed by the Company for 2016. 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. The attention of investors is drawn to the section headed "Report of the Board of Directors - (VI) Business outlook for 2017 and risk exposures", which contains a description of the potential risks inherent in the operations of the Company.

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 Data and Financial Indicators

  • 24 Summary of the Company's Business

  • 30 Report of the Board of Directors

  • 62 Material Matters

  • 105 Changes in Shareholdings and Information of Shareholders

  • 113 Directors, Supervisors, Senior Management and Employees

  • 131 Corporate Governance Structure

  • 155 Report of the PRC Auditors

  • 160 Financial Statements prepared in accordance with PRC ASBEs and Notes Thereto

  • 331 Independent Auditors' Report

  • 337 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

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

MOF

PRC Ministry of Finance

NDRC

National Development Reform Commission of China

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

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)

NEEQ

National Equities Exchange and Quotations

Xunlian Zhifu

深圳市訊聯智付網絡有限公司

Tianjin Zhilian

天津中興智聯科技有限公司

ZTE We Link

Shenzhen ZTE We Link Technology Company Limited (深圳市中興物聯科技有限公司)

2

ZTE HK

ZTE (H.K.) Limited

Nubia

Nubia Technology Limited

Gongjin Electronics

Shenzhen Gongjin Electronics Co., Ltd.

Great Power

Guangzhou Great Power Energy & Technology Co., Ltd.

Eoptolink

Eoptolink Technology Inc., Ltd.

Lianchuang Electronic

Lianchuang Electronic Technology Co.,Ltd.

Enablence Technologies

Enablence Technologies Inc.

Giga Device

Giga Device Semiconductor (Beijing) Inc.

Laimu

Shanghai Laimu Electronics Co., Ltd.

ZTE Capital

Shenzhen ZTE Capital Management Company Limited

Zhonghe Chunsheng Fund

Shenzhen Zhonghe Chunsheng Partnership Private Equity Fund I

Jiaxing Fund

Jiaxing Xinghe Equity Investment Partnership

Medium Term Note(s)

Perpetual Medium Term Notes

or perpetual capital

instruments

Xinghe Capital

Jiaxing Xinghe Capital Management Company Limited

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.

ZTE Microelectronics

ZTE Microelectronics Technology Company Limited

Relevant U.S. authorities

Bureau of Industry and Security of the United States Department of Commerce,

United States Department of Justice and the Office of Foreign Assets Control of the

United States Department of Treasury

Latest Practicable Date

30 March 2017, being the latest practicable date for ascertaining the contents set

out in this report prior to its printing.

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.

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 and response time.

IaaS

Infrastructure as a Service, the service that makes available the capacities of IT infrastructures (such as servers, storage and computation) to users through the Internet, the billing of which is based on the actual usage of such resources by the users.

ICT

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

IDC

Internet Data Center, the venue where server groups of hosting corporations, tenants or websites are managed; it is the infrastructure facility underpinning the secure operation of various types of e-commerce activities, as well as a platform that supports value chain management by a corporation and its business alliance (such as distributors, suppliers and customers). IDC provides ICPs, corporations, media and websites with large-scale specialised server management service, space leasing, network bandwidth wholesale, as well as ASP and EC services which are safe and reliable and of high quality.

IPTV

Internet Protocol Television is a new technology that utilises the broadband cable TV network and integrates Internet access, multimedia and communications in one device, providing a variety of interactive services, such as digital TV, to home users.

LoRa

A communication technology to create low-power WANs for IOT applications, which is an ultra-long distance wireless transmission solution based on frequency expansion adopted and promoted by Semtech of the United States. Featuring long battery life, large capacity and low cost, it is capable of long-distance transmission and applicable mainly to license-free frequency bands.

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.

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) Multiservice, More coverage and accessibility; 5) More secure, More reliable and easier to use.

NB-IoT

Narrow Band Internet of Things, a 3GPP-defined LPWAN standard applicable to 3GPP-licensed frequency bands specifically designed for IOT connection. It mainly features: 1) connection by massive number of users; 2) substantially stronger coverage compared to traditional cellular network; 3) low power consumption; 4) simplified and optimised radio frequency that reduces cost for end-users.

NFV

Network Function Virtualisation, a solution for the construction of telecommunication network units using common servers and storage and network equipment promoted by NFV ISG, a group set up by the European Telecommunications Standards Institute (ETSI) in November 2012. NFV is generally perceived as consisting of three stages: first, implementation of network units through virtualisation technologies; second, deployment on cloud to realise centralisation and cloud-based operation; third, the breakdown of NFV network units into components by function, so that flexible network unit functions are facilitated through different configuration of components.

OTN

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

PaaS

Platform as a Service, the provision of services relating to the deployment of and operating environment for software based on cloud computing infrastructure facilities. It is capable of supplying resources required for flexible execution of application procedures and billing is based on actual usage.

PON

Passive Optical Network, a network that provides optical access services to users through the use of passive optical network technology and facilitates conservation of optical fibre resources on the main line through the adoption of a point-to-multipoint topological structure. It also offers flow management and security control functions. PON can be distinguished into FTTH, FTTDp, FTTB and FTTC, etc based on different destinations of optical connection, or GPON, EPON, 10G EPON and XG PON, etc based on different standards.

Glossary

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.

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 inheriting the traditional strengths of optical transmission, such as availability and reliability, efficient bandwidth management and flow, convenient OAM and network management, scalability and higher security.

RCS

Rich Communication Suite, which helps carriers to develop the integrated ICT communications network business with the database of users' social connections, leveraging their strengths in network communications. By enabling manufacturers and corporations on the Internet to cooperate through integrated communication, RCS integrates existing VoIP and IM channels into an integrated communications network and accumulates assets relating to users' information, thereby adding value to dataflow on the Mobile Internet.

SaaS

Software as a Service, an application model for the provision of Internet-based software services that offers commercial services to users at lower costs and eliminates problems of installation, management, support and license, etc relating to the use of software, enabling users to experience services similar to those provided through local operations.

SDN

Software Defined Network is a new network structure that transforms a closed-end telecommunication equipment accommodating hardware and software into a novel architecture that features central control, open access and programmable software by separating the control face and the data face.

WDM

Wavelength Division Multiplexing, a technology that transmits a number of laser signals with different wavelengths simultaneously onto a single optical fiber using multiple lasers, resulting in the exponential increase of the transmission capacity of optical fiber.

Big bandwidth

Higher bandwidth requirements for networks to facilitate Big Video, such as 50M bandwidth required by standard 4K, such that carriers are required to provide greater bandwidth to video users as compared to traditional video services.

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.

Big Video

Ultra-high-definition videos such as 4K/8K/VR/AR, as opposed to standard-definition and high-definition videos, which feature richer contents and more exacting requirements for channels, signifying the big video era for the video business.

Distributed database

A logically coherent database formed by the interconnection of multiple data storage units located in different physical locations using a high-speed computer network, so as to enable larger storage capacity and higher volume of simultaneous visits.

Core network

Mobile network comprises a wireless access network and a core network, the latter of which provides services such as call control, billing and mobility.

Wearable device

A new form of terminal device featuring the integration of software and hardware worn on the human body, capable of ongoing exchange and a considerable level of computation. It is a product arising from the ongoing developments of communications technologies, computer technologies and micro-electronic technologies under the computational concept of the "priority of people" and "human + machine unification." It may come in the form of watches, bracelets, spectacles, helmets and footwear, etc.

AI

Artificial Intelligence, the use of machine to aid or replace human in doing certain tasks by simulating the sight, hearing, senses and thinking of human.

Data centre

An Internet-based infrastructure centre that operates and maintains equipment for centralised collection, storage, processing and dispatch of data, and provides related services.

IOT

Internet Of Things is a massive network connecting all sorts of information sensory devices, such as radio frequency identification units, ultra-red sensors, global positioning systems and laser scanners, to the Internet with the aim of connecting all things to the network for easy identification and management.

VR

Virtual Reality, a virtual 3D environment created with the aid of the computer system and sensor technologies, providing the visual experience of a highly simulated reality and immersive human-machine interaction by engaging all senses of users (sight, sound, touch and smell).

Cloud Computing

The 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.

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 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.

Intelligent manufacturing Intelligent Manufacturing, an integrated intelligent system comprising intelligent machines and human experts which is capable of intelligent activities such as analysing, inferring, making judgments, postulating and making decisions in the manufacturing process, such that manufacturing automation can reach a higher level in terms of flexibility, intelligence and intensification.

AR

Augmented Reality, a technology that superimposes virtual objects not existing in reality onto the real world through 3D registration and "aug-mediation", facilitating a natural interaction between virtual objects and the reality to create faked reality with real-time images, which are further projected to end-to-end technologies and devices of other media via monitoring devices.

Company Profile

The Company is a leading integrated telecommunications equipment manufacturer in the world market and a provider of global communication and information 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. 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 ICT-related systems, equipment and terminals, including carriers' networks, government and corporate business and consumer business.

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 major telecommunications service providers, such as China Mobile, China Telecom and China Unicom, and is recognised as a "benchmark enterprise in smart city services." With respect to the global telecommunications market, the Group has provided innovative technology and product solutions to telecommunications service providers and government and corporate network clients in more than 160 countries and regions, making contributions to facilitate communication services via multiple means, including 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.