ZTE CORPORATION 中興通訊股份有限公司 (a joint stock limited company incorporated in the People's Republic of China with limited liability) （於中華人民共和國註冊成立的股份有限公司） (Stock Code / 股份代號：00763) Dear registered holder, 7 March 2025 ZTE Corporation (the "Company") Notice of Publication of 2024 Annual Report, Circular and Proxy Form of 2024 Annual General Meeting ("Current Corporate Communication") and 2024 Sustainability Report The English and Chinese versions of the Company's Current Corporate Communication are available on ...

中興通訊 2024 年度可持續發展報告 中興通訊 2024 年度可持續發展報告 1 / 152 | | | | 關於本報告 | 4 | | --- | --- | | CEO | 致辭 6 | | COO 致辭 | 7 | | 關於中興通訊 | 9 | | 公司概況 | 9 | | 獎項與認可 10 | | | 可持續發展戰略與管理 | 11 | | 治理 11 | | | 戰略 13 | | | 風險管理 | 14 | | 指標與目標 15 | | | 雙重重要性分析 20 | | | 分析方法與議題清單 20 | | | 雙重重要性評估流程 | 20 | | 實質性議題矩陣 20 | | | 重要性議題影響、風險與機遇分析 | 22 | | 利益相關方溝通 | 29 | | 公司治理 33 | | | 強化治理，防範新興風險 33 | | | 夯實公司治理 | 33 | | 強化業務連續性 34 | | | 稅務透明 37 | | | 合規經營，保障業務穩健 40 | | | 合規體系建設 | 40 | | 反商業賄賂及反腐敗 | 44 | | 數據安全與隱私保護 | 48 | | 反不正當競爭 | 51 ...

EF001 | | 率代扣代繳個人所得稅。 | | | | --- | --- | --- | --- | | | | | 有關代預扣所得稅之更多補充 | | | 股東類型 | 稅率 | （如適用） | | | 非居民企業 | | | | | （非中國內地登記地址） | 10% | 對境外非居民企業H股股東，本公 | | | | | 司統一按10%的稅率代扣代繳企業 | | | | | 所得稅。 | | | 非個人居民 | | | | | （非中國內地登記地址） | | 對非居民個人H股股東為香港、澳 | | | | 10% | 門地區居民或為其他國家稅收居民 | | | | | 且其所在國與中國簽訂的稅收協定 | | | | | 規定的股息稅率低於或等於10% | | | | | 的，本公司按10%的稅率代扣代繳 | | | | | 個人所得稅。 | | | | | (請見以上"額外資料") | | | 非個人居民 | | | | | （非中國內地登記地址） | 20% | 對非居民個人H股股東為與中國無 | | | | | 稅收協定的其他國家居民的，本公 | | | | | 司按20%的稅率代扣代繳個人所 ...

關 於 召 開 二 零 二 四 年 度 股 東 大 會 的 通 告 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對 其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而 產生或因倚賴該等內容而引致的任何損失承擔任何責任。 ZTE CORPORATION 中興通訊股份有限公司 （於中華人民共和國註冊成立的股份有限公司） （股份代號：00763） 關於召開二零二四年度股東大會的通告 本公司及董事會全體成員保證信息披露的內容真實、準確和完整，沒有虛假記載、誤導 性陳述或重大遺漏。 茲通告中興通訊股份有限公司（「公司」或「本公司」）訂於二零二五年三月二十八日（星期 五）下午3: 00假座中國廣東省深圳市南山區高新技術產業園科技南路中興通訊大廈A座四樓 舉行二零二四年度股東大會（「年度股東大會」），藉以審議及酌情批准以下決議案（除非另有 所指，本通告所用詞匯與本公司日期為二零二五年三月七日的通函所定義者具有相同涵 義）： 普通決議案 – 1 – 1、 二零二四年年度報告（含經審計機構審計的公司二零二四年年度財務報告）； 2、 二零二四年度董事會工作報告； 3、 二 ...

此 乃 要 件 請 即 處 理 閣下對本通函的任何部分或對應採取的行動如有任何疑問，應諮詢 閣下的股票經紀或其他註冊證 券交易商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已出售名下所有中興通訊股份有限公司的股份， 閣下應將本通函連同隨附的表決代理委託 書一併立刻交予購買人或受讓人或經手買賣的銀行、持牌證券交易商或其他代理人，以轉交給購買 人或受讓人。 多品種債務融資工具 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函的內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示，概不對因本通函全部或任何部份內容而產生或因倚賴該等內 容而引致的任何損失承擔任何責任。 ZTE CORPORATION 中興通訊股份有限公司 （於中華人民共和國註冊成立的股份有限公司） （股份代號：00763） (1)二零二四年度利潤分配預案 (2)建議二零二五年度發行股份的一般性授權 (3)建議給予董事會二零二五年度回購A股股份的授權 (4)建議二零二五年度申請統一註冊發行 (5)建議購買董事及高級管理人員責任保險授權 及 (6)關於召開二零二四年度股東大會的通告 董事會函件載於本通函第4至12頁。 本公司將於 ...

Financial Performance - In 2024, the company reported operating revenue of 121,298.8 million, a decrease of 2.38% compared to 2023[29]. - Net profit attributable to ordinary shareholders decreased by 9.66% to 8,424.8 million in 2024[29]. - The net profit after deducting non-recurring gains and losses was 6,179.1 million, down 16.49% from the previous year[29]. - The net cash flow from operating activities was 11,479.8 million, reflecting a significant decline of 34.05% year-on-year[29]. - Total assets increased by 3.17% to 207,323.2 million in 2024[29]. - Total liabilities rose by 1.20% to 134,212.9 million[29]. - Equity attributable to ordinary shareholders increased by 7.06% to 72,808.5 million[29]. - Basic earnings per share decreased by 10.20% to 1.76[29]. - The weighted average return on equity fell to 11.97%, down from 15.19% in 2023[29]. - The asset-liability ratio improved to 64.74%, down from 66.00% in the previous year[29]. - The gross profit margin for the company was 37.91%, with a year-on-year increase of 3.59 percentage points[85]. - The revenue from the operator network segment was 70,326.7 million yuan, down 15.02% year-on-year, while the gross profit margin increased by 1.79 percentage points to 50.90%[91]. Market Expansion and Strategy - The company aims to enhance its market share in existing markets while successfully expanding into new markets, focusing on profitable revenue and cash flow[5]. - Market expansion efforts are underway in Southeast Asia, targeting a 30% market share by 2025[18]. - The company is adapting its business structure to focus more on the enterprise and consumer markets, promoting a new innovation model[8]. - The company plans to expand its market presence in government, transportation, and energy sectors while maintaining its leadership in finance and telecommunications[41]. - The company is focusing on expanding its data center capabilities to meet the exponential growth in computing power demand driven by generative AI technology[82]. - The company has made significant progress in expanding its market share in both domestic and international markets, particularly in the 5G and optical network sectors[92]. Research and Development - The company is investing $200 million in R&D for new technologies, focusing on AI and machine learning[18]. - Research and development expenses in 2024 amounted to CNY 24,031.5 million, a decrease of 4.97% year-on-year, representing 19.81% of operating revenue[106]. - The number of R&D personnel decreased by 6.24% year-on-year to 33,184, representing 48.53% of the total workforce, a decline of 0.56 percentage points[110]. - The self-developed ZTE Nebula large model includes various models, achieving over 30% energy savings through dual-layer AI collaboration and improving R&D efficiency across more than 30 scenarios[68]. - The company is committed to independent innovation in core technologies and aims to solidify its first curve while developing its second curve for sustainable and high-quality growth[193]. Product Development and Innovation - The company is focusing on the development of its core technologies, including chips and integrated solutions, to strengthen its competitive position in network products[7]. - New product launches included a 5G-enabled device, expected to contribute an additional $500 million in revenue[18]. - The company has launched several industry-first products, including a dual-band 64TR AAU with a throughput of 20Gbps and a millimeter-wave AAU with a throughput exceeding 25Gbps, significantly enhancing network capabilities[43]. - The AI Core product has been rated as a leader by major consulting firms such as Gartner and Omdia, integrating AI capabilities across network, business, and operations layers to improve efficiency and user experience[45]. - The company has introduced a comprehensive AI energy-saving technology in its SPN, successfully deployed in 29 provinces in China, leading in commercial scale and energy-saving effects[49]. Financial Management and Investments - The company plans to distribute a cash dividend of RMB 6.17 per 10 shares to all shareholders, subject to approval at the shareholders' meeting[1]. - The group's management expenses for 2024 amounted to 4,477.0 million, a decrease of 20.50% year-on-year, accounting for 3.69% of operating revenue, down 0.84 percentage points[107]. - The group's financial expenses for 2024 were -264.6 million, an increase of 75.97% year-on-year, primarily due to exchange rate fluctuations resulting in foreign exchange losses[107]. - The group's investment income for 2024 was 112.4 million, an increase of 154.83% year-on-year, primarily due to reduced losses from derivative contracts[113]. - The total amount of foreign exchange derivatives at the end of the year is 3,218,958.9 million RMB, accounting for 44.21% of net assets[168]. Operational Challenges and Risks - The company faces various operational risks, including country risk, intellectual property risk, exchange rate risk, interest rate risk, and customer credit risk, which could impact its operations[194][195][196][197][198]. - The company is enhancing its compliance management system to mitigate country risks and is collaborating with external professionals to analyze and respond to these risks[194]. - The company is implementing structured management of interest-bearing liabilities to control interest rate risk and improve cash turnover efficiency[197]. - The company is actively managing customer credit risk through credit assessments and insurance to minimize potential impacts on its business[198]. Sustainability and Corporate Responsibility - The company emphasizes sustainable development and green technology as part of its strategic direction for future growth[36]. - The company integrates sustainable development into its strategy, focusing on environmental, social, and governance (ESG) practices[200]. - The company made charitable donations of approximately 34.04 million in 2024[189].

Core Viewpoint - The emergence of DeepSeek has ignited the application of AI large models, intensifying the global AI competition and leading to a surge in computing power demand [1] Group 1: Financial Performance - In 2023, the company reported a total revenue of 121.3 billion yuan, a year-on-year decrease of 2.38%, with revenues from operator networks, government and enterprise, and consumer businesses at 70.33 billion yuan, 18.56 billion yuan, and 32.41 billion yuan respectively, accounting for 58%, 15.3%, and 26.7% of total revenue [1] - The revenue from operator networks decreased by 15.02% year-on-year, primarily due to the overall decline in domestic investment [3] Group 2: Industry Trends and Opportunities - The peak of 5G investment has passed, and operator investments are shifting towards emerging fields such as AI and computing networks, with predictions indicating that the three major operators' AI investments will reach 100 billion yuan over the next three years, while leading Chinese internet companies will invest over 500 billion yuan in AI [5] - The evolution of AI technology and its applications will promote the construction of intelligent computing centers and increase business volume on the consumer side, becoming the main engine driving growth in the ICT industry over the next 3-5 years [5] Group 3: AI and Computing Initiatives - The company has made significant progress in AI and computing, promoting the development of a diverse domestic intelligent computing ecosystem and actively participating in the construction of distributed high-performance domestic computing resource pools [6] - The company has launched the AiCube training and deployment machine, which facilitates faster and more secure deployment of DeepSeek models [6] Group 4: Consumer Market and Product Development - The company is focusing on AI smartphones as a key area for rapid market catch-up, with its Nubia brand entering over 30 countries and developing AI smartphones based on major telecom operators' large models [10] - The consumer business revenue grew by 16.1% year-on-year, with smartphone product revenue increasing by over 40% [11] Group 5: Future Strategy - The company aims to embrace AI and build a new experience centered on multi-terminal intelligent interconnection and ecosystem expansion, leveraging its self-developed chips and comprehensive solutions [12] - The company plans to maintain a growth trajectory in mobile and interconnected products by adhering to differentiated innovation and cost leadership strategies [12] - The company is positioned to reshape the ICT industry landscape with its "connection + computing + terminal" full-stack capability system, aiming to strengthen its resilience and explore new opportunities in the AI wave [13]

Investment Rating - The report maintains a "Buy" rating for the company, expecting a price increase of over 15% in the next 6-12 months [3][11]. Core Insights - In 2024, the company reported a revenue of 121.299 billion RMB, a decrease of 2.38% year-on-year, and a net profit attributable to shareholders of 8.425 billion RMB, down 9.66% year-on-year [1]. - The operator business is under short-term pressure, while the government-enterprise and consumer sectors are experiencing rapid growth, with government-enterprise revenue increasing by 36.68% and consumer revenue by 16.12% [1]. - The company is capitalizing on AI opportunities, with overseas data center orders growing by over 100% year-on-year, driven by high-performance training servers and cost-effective inference servers [2]. - The self-developed chip business is opening up growth space for the company, with significant advancements in chip design capabilities and high-performance hardware [3]. Summary by Sections Financial Performance - In Q4, the company achieved a revenue of 31.254 billion RMB, a decline of 10.34% year-on-year, and a net profit of 518 million RMB, down 65.08% year-on-year [1]. - The company expects revenues of 130.537 billion RMB, 140.723 billion RMB, and 153.672 billion RMB for 2025, 2026, and 2027 respectively, with net profits projected at 9.533 billion RMB, 11.081 billion RMB, and 12.528 billion RMB [3][6]. Business Segments - The operator network business generated 70.327 billion RMB, a decrease of 15.02% year-on-year, primarily due to the overall investment environment in the country [1]. - The government-enterprise business's gross margin was 15.33%, down 19.58 percentage points, affected by declining margins in servers and storage [1]. Market Opportunities - The company is leveraging AI developments to mitigate cyclical fluctuations caused by declining capital expenditures in the operator sector, which is expected to stabilize performance [2]. - The introduction of self-developed high-density switches and chips is anticipated to enhance the company's competitive edge and valuation [3].

Market Overview - The A-share market showed a mixed performance with the Shanghai Composite Index down by 0.12%, while the Shenzhen Component and ChiNext Index rose by 0.36% and 1.20% respectively. The total market turnover was 16,645 billion, a decrease of 2,413 billion from the previous day [2][12]. Industry Highlights - Solid-state batteries continued to surge, with expectations for small-scale production by 2027 and large-scale production by 2030. Leading battery manufacturers and vehicle manufacturers are aligning their production schedules accordingly [2][10]. - The photovoltaic industry saw price adjustments from leading component manufacturers, with price increases ranging from 0.01 to 0.03 yuan/W, and auxiliary materials like glass and films experiencing price hikes of 5% to 15% [2][10]. - The nuclear fusion sector gained attention, with companies like China Nuclear Engineering announcing significant investments in fusion energy projects, aiming for commercial operation around 2045 [3][10]. Financial Insights - Major financial institutions like Goldman Sachs and Bank of America have adjusted their forecasts for the Chinese yuan, reflecting a more stable outlook despite ongoing tariff risks. Goldman Sachs revised its three-month forecast for the yuan to 7.3 from 7.4 [6][10]. - The net outflow of funds from the electronic sector was significant, with major stocks like ZTE Corporation leading the outflow. Conversely, sectors such as electric equipment and non-ferrous metals saw net inflows [12][21]. Real Estate Trends - In February, the second-hand housing market in major cities like Beijing, Guangzhou, and Shanghai experienced significant year-on-year increases in transaction volumes, with Beijing's net signing volume up by 87.6% [8][10]. Investment Opportunities - The low-altitude economy is gaining traction, with a recent event in Guizhou signing 20 projects worth 10.55 billion, indicating potential growth in this sector [9][10]. - The robotics industry is set for growth, with a government action plan aiming for breakthroughs in key components and technologies by 2027, targeting the establishment of over 100 billion yuan enterprises [7][10].

本公告乃根據香港聯合交易所有限公司證券上市規則第13.10B條而作出。 茲載列中興通訊股份有限公司（「本公司」）在深圳證券交易所網站發布的《關於 召開二零二四年度股東大會的通知》，僅供參閱。 承董事會命 李自學 董事長 深圳，中國 二零二五年二月二十八日 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或 因倚賴該等內容而引致的任何損失承擔任何責任。 ZTE CORPORATION 中興通訊股份有限公司 （於中華人民共和國註冊成立的股份有限公司） （股份代號：00763） 海外監管公告 於本公告日期，本公司董事會包括三位執行董事：李自學、徐子陽、顧軍營；三位非執行董 事：方榕、諸為民、張洪；以及三位獨立非執行董事：莊堅勝、王清剛、徐奇鵬。 证券代码（A/H）：000063/00763 证券简称（A/H）：中兴通讯 公告编号：202516 中兴通讯股份有限公司 关于召开二〇二四年度股东大会的通知 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假记载、误 导性陈述或重大遗漏。 中兴通讯 ...