Export Control Compliance Policy

DATE:          6 September 2019

日期:         2019年9月6日

TO:             Directors, Officers, Employees & Contract Employees 

致:            全体董事、管理人员、员工及合同工

FROM:         Li Zixue, Chairman of ZTE

                   Xu Ziyang, President of ZTE

自:            李自学,中兴通讯董事长


SUBJECT:    2019 Export Control Compliance Policy 

主题:        2019年出口管制合规政策

Export Compliance is critical to the business of ZTE.  Compliance not only protects value, but it also creates value. ZTE has been building its value for our customers, shareholders, and employees, through the dedication and vigilance to export compliance of every employee. ZTE requires employees to work together, including with the Export Control Compliance team, and the Business Unit Compliance team to make ZTE stronger. Export compliance is everyone’s responsibility.

I.   Management Commitment to ZTE Obligations
Ⅰ.   管理层对中兴通讯义务的承诺

On June 8, 2018, the U.S. Department of Commerce Bureau of Industry & Security (BIS) approved the Superseding Settlement Agreement (“SSA”) with ZTE.  ZTE also entered into the following agreements in March 2017: (1) Plea Agreement with the U.S. Department of Justice; (2) BIS Settlement Agreement; and (3) Office of Foreign Asset Control (OFAC) Settlement Agreement. 

It is the policy and commitment of ZTE to cooperate fully with the U.S. Court-appointed Monitor, James Stanton and his team, and the BIS-appointed Special Compliance Coordinator (“SCC”), Roscoe C. Howard, Jr. and his team. ZTE has made numerous commitments under the SSA, such as:
中兴通讯的政策和承诺是与美国法院指定的监察官James Stanton及其团队以及BIS指定的特别合规协调员(“SCC”)Roscoe C. Howard,Jr.及其团队充分合作。中兴通讯在SSA下做出了多项承诺,例如:

     ●Building a world-class export control compliance program based on industry best practices;
     ●Numerous Export Compliance Program enhancements;
     ●Enhanced internal and external compliance training programs;
     ●Publication of the export classification of products; and
     ●Increased export compliance guidance and procedures.

These commitments require work and cooperation by everyone, no matter whether you are an employee from a business unit, act as a compliance practitioner within the Company, or are a contract employee  of ZTE.

II.  Management Commitment to Compliance with Export Control Laws
Ⅱ.  管理层对遵守出口管制法律的承诺

It is ZTE policy to comply fully with all local rules and regulations, as applicable, including restrictions under economic sanctions and export control laws and regulations, of the countries in which it operates its businesses. Compliance with ZTE’s Export Compliance Program and the regulations on which it is based is an essential requirement for ZTE’s employees, contract employees, and businesses.

ZTE is also committed to taking steps on an export compliance risk basis to ensure that transactions undertaken by anyone operating on behalf of ZTE, including agents, distributors, and resellers are in compliance with applicable export control and sanctions laws. This commitment extends to promoting compliance on an on-going basis with terms and conditions of export authorizations.  This commitment includes conducting enhanced due diligence of ZTE’s third parties on an export compliance risk basis. 

Export control regulations include export control laws and regulations of China, Hong Kong, the European Union, the United States and other countries/regions. As examples, (1) ZTE makes certain products incorporating U.S. content that are fully subject to the U.S. export control and economic sanctions regulations, such as the Export Administration Regulations (“EAR”) administered by the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”) and economic sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”); and (2) shipments via Hong Kong should comply with the Import and Export (Strategic Commodities) Regulations.  ZTE is committed to the compliance of its global businesses with applicable export control and economic sanctions laws. This Policy generally applies to directors, officers, employees, and contract employees  of ZTE departments, branches, and subsidiaries and affiliates over which ZTE Corporation has majority ownership or control.
出口管制法律法规包括了中国大陆、香港地区、欧盟、美国和其他国家/地区的出口管制法律法规。例如,(1)中兴通讯制造的特定产品会并入受美国出口管制和经济制裁规定管辖的美国成分,如BIS经管的《出口管理条例》(“EAR”)和OFAC经管的经济制裁规定;又例如,(2)途径香港的货运需要遵守香港的《进出口(战略物品)规例》。中兴通讯致力于使其全球业务遵守可适用的出口管制及经济制裁法律法规。 本政策适用于中兴通讯拥有多数股权或控制的中兴通讯部门、分支机构、子公司、和关联公司的董事、管理人员、员工和合同工。

Violations of these laws and regulations may result in serious criminal and civil penalties, including fines, imprisonment, exclusion from the export licensing process, denial of export privileges and other sanctions which would impact the entire global business of ZTE. Non-compliance with this Policy, these laws, and the procedures the Company has established will not be tolerated. Employees who violate this Policy will be subject to disciplinary action and/or termination.

The Export Compliance Program has our full support and that of the Board of Directors and the Export Compliance Committee. ZTE is committed to providing sufficient resources and expertise to ensure continued compliance with applicable export control and sanctions laws. We understand that compliance creates value, and we ask each of you to support this effort to create value for ZTE and take your compliance responsibilities very seriously. The success of ZTE depends on your full cooperation and support of this critical mission. We will depend on your participation to create value for ZTE.

The ZTE Export Control Compliance Policy requires the following:

●Employees and contract employees must complete a certification regarding compliance with the Export Control Compliance Policy.

●Employees and contract employees must comply with applicable export control and economic sanctions laws and regulations, as well as all relevant policies and procedures promulgated by ZTE to ensure compliance.

●Employees must provide accurate, complete and timely information to Export Control Compliance personnel, Business Unit Compliance team, outside counsel, the Monitor, and the SCC.  If employees are aware that inaccurate or misleading information has been provided to Export Control Compliance personnel, Business Unit Compliance team, outside counsel, the Monitor, or the SCC, they are required to provide the accurate information or correct any misleading statements.

●Employees and contract employees must fully understand how export control and economic sanctions laws apply to the work that they do, participate fully and in good faith in all compliance training, report any potential compliance issues or violations to the appropriate compliance personnel, ensure that records, data and information are accurate and complete and that required records are maintained, and ask questions of Koh Sow Koon (Lawrence), Chief Export Compliance Officer (herein after “CECO”), Export Control Compliance, Business Unit Compliance personnel, or the Export Compliance Committee if they are uncertain as to what requirements, including U.S. restrictions, might apply.
所有员工和合同工均必须充分了解出口管制及经济制裁法律法规如何适用于其工作,并充分地、诚信地,参与所有合规培训,向适当的合规人员报告任何潜在的合规问题或违规行为,确保记录、数据和信息准确完整,并对上述信息做好文档保存,在不确定哪些要求(包括美国限制)可能适用时,向首席出口合规官(以下简称“CECO”)Lawrence Koh、出口管制合规部或BU合规人员、出口合规委员会提出咨询。

●Before exporting, reexporting, procuring, or otherwise transferring goods, software or technology, or providing related services, the proper export classification(s) of the software or items must be confirmed, and ZTE must confirm that no prior authorization or license is required from the U.S. Government or a non-U.S. government. In this regard, certain products manufactured and/or sold by ZTE are subject to U.S. dual-use export controls. To the extent that prior export authorization is required, ZTE must not provide any services (e.g., testing, repair, return, support, procurement) or export, reexport, or otherwise transfer goods, software, or technology without first obtaining the authorization.

●Currently, ZTE will not conduct business with any parties located, headquartered, registered, or operating in countries or regions that are sanctioned by the United States (“Restricted Regions,” currently, Iran, Sudan, Syria, North Korea, Cuba, and Crimea), whether or not U.S.-origin items are involved and whether or not the goods or services are provided to or through these countries. This means that ZTE should not conduct any business with companies from the Restricted Regions as the vendor, order party, bill-to party, consignee, end-user, intermediary, logistics provider, bank, carrier/vessel, or as any other party to the transaction. The only exception is with regard to ZTE’s exit from business in these countries. Any activities related to ZTE’s exit from business in these countries must be reviewed in advance by Koh Sow Koon (Lawrence), CECO, or his designees, for export compliance purposes.
目前,中兴通讯不会与位于、或其总部位于、或注册于或经营地位于受美国制裁的国家或地区(即“受限地区”,现为伊朗、苏丹、叙利亚、朝鲜、古巴和克里米亚地区)的任何当事方开展业务,无论是否涉及美国原产的物品,也无论是向该等国家或地区提供物品或服务,亦或是过境该等国家或地区。这意味着中兴通讯不得与来自受限地区的公司(供应商、订购方、付款方、收货人、最终用户、中间人、物流供应商、银行、承运人/船方或交易的任何其他方)开展任何业务。唯一例外是中兴通讯在该等国家的退出业务。任何与中兴通讯在该等国家退出业务相关的活动,必须事先由CECO(Lawrence Koh)或其指定人员,基于出口合规目的进行审查。

●ZTE does not engage in any business with Restricted Parties, such as parties that are sanctioned by the United States or other governments, including but not limited to those that relate, directly or indirectly, to individuals and entities identified on (i) the OFAC List of Specially Designated Nationals (“SDN”) or (ii) the Denied Persons or Entity Lists maintained by BIS, except activities which are in full compliance and have been reviewed in advance by Koh Sow Koon (Lawrence), CECO, or his designees[ For example, the CECO or his designees may approve a transaction involving a non-EAR item to a party on the Entity List.], including with regard to ZTE’s exit from business with such parties.
中兴通讯不得与任何受美国或其他政府制裁的受限方开展业务,包括但不限于直接或间接与(i)OFAC经管的《特别指定国民清单》(“SDN”);或(ii)由BIS经管的《被拒绝主体清单》或《实体清单》中指明的个人或实体开展业务,但完全合规,并经CECO(Lawrence Koh)或其指定人员[ 例如,CECO或其指定人员可以批准与实体清单上一方进行的涉及非EAR管辖物项的交易。]

●ZTE employees must exercise appropriate due diligence and follow company procedures established to reduce these risks. Such compliance processes at ZTE include, but are not limited to: entering accurate and complete name and address information in ZTE systems for business partners, including vendors, customers, and other partners, properly classifying ZTE products, understanding all the parties involved, directly or indirectly, in business transactions, screening third parties against Sanctioned Parties Lists, seeking representations, on an export compliance risk basis, from third parties regarding operations or affiliations in Restricted Regions, special scrutiny of transactions in regions posing a heightened risk of diversion to, or involvement of, Restricted Regions (e.g., the Middle East), obtaining end-use or end-user statements when required, and identification of warning signs that indicate an export may be destined to an unlawful end-user or end-use or that a business transaction might involve a Restricted Region or a company on one of the Sanctioned Parties Lists.

●Exceptions to this Policy require advance legal advice and guidance from Koh Sow Koon (Lawrence), CECO or his designated delegate.
本政策豁免情形需要事先获得CECO(Lawrence Koh)或其指定代表的法律建议和指导。

●ZTE employees may not publicly comment on the March 2017 Settlement Agreement, March 2017 Plea Agreement, and June 2018 Superseding Settlement Agreement (collectively, “the Settlement Agreements”), the conduct giving rise to the Settlement Agreements, the SCC, the U.S. Court-appointed Monitor, or any other related matter in any public forum, including on any external instant messaging or social media communication platforms without the prior approval of the Export Control Compliance.

●If you have any questions concerning this Policy or the legality of a particular transaction, please contact immediately Koh Sow Koon (Lawrence)(lawrence.koh@zte.com.cn, +65 8499-9511 (Singapore Mobile), or +86 185-8845-4350 (China Mobile)), and his colleagues at the Export Control Compliance Department. 
如您对本政策或某一特定交易的合法性有任何疑问,请及时联系Lawrence Koh(电子邮箱:lawrence.koh@zte.com.cn,移动电话:+65 8499-9511(新加坡手机)或+86 185-8845-4350(中国手机))及其出口管制合规部的同事。

●Employees and contract employees are required to report any potential export compliance issues or violations. Any reports of potential violations may be made to the Export Control Compliance Department or anonymously, and under no circumstances will any ZTE employee or contract employee be subject to retaliatory action for reporting in good faith an actual or suspected violation.  

●Additionally, if a ZTE employee or contract employee has knowledge of potential violations and fails to report such potential violations to the Export Control Compliance Department, he/she may be subject to disciplinary action and/or termination.  

Selected Export Control Compliance Department Points of Contact











Koh Sow Koon (Lawrence)

Chief Export Compliance Officer






China中国: +86 185-8845-4350

Singapore新加坡 +65 8499-9511

Wang Songtao


Director of Compliance






China中国: +86 139-2655-9115

Chen Xuexiang (Ella)


Director of Compliance






China中国: +86 755-2677-5897

Zeng Li


Director of Compliance






China中国: +86 755-2677-6245

Ou Leping


Director of Compliance






China中国: +86 138-0880-8611




Director of Compliance, China and APAC


China and APAC




China中国: +86 136-8880-5511


Director of Compliance, MEA


Middle East & Africa




UAE阿联酋: +971 52 820 5519

Sergey Dovgulya

Director of Compliance, EU and Russia


Europe & Russia





+7 910 472 36 79

Debbie Mires

Director of Compliance, the Americas


The Americas





+1 972-671-8885 X 81104

Compliance Reporting Options
If you are uncomfortable reporting matters directly to the Export Control Compliance leadership team, you can also utilize ZTE’s other reporting options including some which allow you to remain anonymous.

Email: complianceaudit@zte.com.cn

Website: https://www.zte.com.cn/china/whistleblowing/report (for employees in China)
https://www.zte.com.cn/global/whistleblowing/report (for employees overseas)
网址: https://www.zte.com.cn/china/whistleblowing/report (国内)

Phone: China Mainland: 400-830-8330
Hong Kong and Overseas: +86 0755-2677-1706 
中国香港及海外:+86 0755-2677-1706

Letters or Lodge Complaints address:
Compliance Audit Dept. under Legal Compliance, ZTE headquarters, 55 Hi-Tech South Road, Nanshan District, Shenzhen

Li Zixue, Chairman of ZTE                             Xu Ziyang, President of ZTE 
李自学,中兴通讯董事长                                徐子阳,中兴通讯总裁


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