ZTE Anti-Corruption and Anti-Bribery Compliance Policy

DATE: August 13, 2024

TO: All ZTE employees, shareholders, and business partners

FROM: Chairman of ZTE

            President of ZTE

SUBJECT: Anti-Corruption and Anti-Bribery Compliance Policy

Corruption and bribery breach public trust, pose threats to economic and social development, and hinder fair trade. To fight corruption and bribery, most countries where ZTE conducts business have implemented anti-corruption and anti-bribery laws and regulations, and treat corruption and bribery as criminal acts. To ensure full compliance with these laws and regulations, and guarantee that global business is conducted in accordance with the principles of fairness, integrity, and transparency, ZTE takes a zero-tolerance attitude towards any form of corruption or bribery by board members, management members, employees, contract workers (hereinafter collectively referred to as "related personnel") or third parties acting on ZTE's behalf. In short, ZTE does not tolerate any form of corruption or bribery.

ZTE strictly prohibits any form of corruption or bribery in conducting business in the public or private sectors. ZTE's related personnel or third parties operating on the company's behalf shall not offer, promise, pay, or authorize to pay money or anything of value, directly or indirectly, to any person from public or private sectors, as an inducement or reward for a person improperly acting or refraining from acting in relation to the performance of that person's duties in order to obtain or maintain business or any other improper advantage. ZTE has developed a series of regulations, processes, and guidelines to minimize the risks of corruption and bribery, and further incorporated integrity, transparency, and "doing the right thing" as an integral part of the corporate compliance culture, thus promoting its credibility globally.

In accordance with ISO 37001, ZTE has established a complete anti-corruption and anti-bribery compliance management system. The Compliance Management Committee is the company's supreme deliberative and decision-making body for compliance matters.

The Committee consists of the Chairman, CEO, EVPs, SVPs, Acting CCO, Acting CLO, and heads of several business units. Every quarter, the Committee reports to the Board of Directors and holds meetings to review and make decisions on policies and major issues in areas such as the compliance management system, export control compliance, anti-bribery compliance, and data compliance. Under the guidance of the Compliance Management Committee, each department of the company performs its responsibilities. For the responsibilities of each department that are related to anti-bribery compliance, refer to the relevant regulations on anti-bribery compliance.

It is ZTE's policy to comply fully with all applicable anti-corruption and anti-bribery laws and regulations (including related requirements and guidelines) of the countries where ZTE conducts business. It is an essential requirement for all ZTE employees and business units to comply with the company's anti-corruption and anti-bribery compliance requirements and the corresponding laws and regulations.

ZTE is also committed to ensuring that transactions undertaken by anyone operating on behalf of the company, including third parties, are in compliance with applicable anti-corruption and anti-bribery laws and regulations. ZTE will take effective measures to ensure that its partners and third parties are aware that they are expected to comply with the highest standards of integrity and the related anti-corruption and anti-bribery compliance requirements when conducting business or any other activity on behalf of ZTE.

Anti-corruption and anti-bribery laws and regulations include the anti-corruption and anti-bribery laws and regulations of China, the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act (UKBA), and other laws and regulations of the countries where ZTE conducts business. The company is committed to ensuring that its global business complies with applicable anti-corruption and anti-bribery laws. This Policy applies to all board members, management members, and employees of all ZTE Corporation's departments, subsidiaries, affiliates, and branches, as well as all business partners.

Violations of the above laws and regulations will result in serious criminal and civil penalties, including but not limited to fines, imprisonment, and other sanctions or penalties that might impact the ZTE's global business. The company takes a zero-tolerance attitude towards non-compliance with this Policy, the aforementioned laws and regulations, and internal processes or requirements. Any employee who violates this Policy will be subject to disciplinary actions and/or contract termination.

Our Anti-Corruption and Anti-Bribery Compliance Program has full support of the Board of Directors and the Compliance Management Committee. ZTE is committed to providing sufficient resources and professional support to ensure continued compliance with applicable anti-corruption and anti-bribery laws and regulations. As compliance creates value, you are required to give full support to create value for ZTE and take your compliance responsibilities seriously. The success of ZTE depends on your full cooperation and support for this critical mission. ZTE will issue a full range of continuously updated anti-corruption and anti-bribery compliance measures, including but not limited to the ZTE Anti-Bribery Compliance Manual, and regulations and guidelines for each field. We will also implement additional anti-corruption and anti-bribery compliance training, and expect your participation for joint value creation for ZTE.

The ZTE Anti-Corruption and Anti-Bribery Compliance Policy stipulates:

  ●All employees of ZTE must sign the Statement Regarding the ZTE Anti-Corruption and Anti-Bribery Compliance Policy.

  ●All employees and business partners of ZTE must comply with applicable anti-corruption and anti-bribery laws and regulations, as well as all relevant policies, regulations, and procedures issued by ZTE to ensure compliance. 

  ●All employees and business partners of ZTE must fully understand how anti-corruption and anti-bribery laws apply to their daily work, participate fully and actively in all anti-corruption and anti-bribery compliance training, report any compliance issues or potential violations through the specified channels, ensure that records, data, and information are true, accurate, complete, and properly retained, and seek advice from the Anti-Commercial Bribery Compliance Dept. in case of uncertainty as to what requirements might apply.

  ●Exceptions to this Policy require advance legal advice and approval from the Anti-Commercial Bribery Compliance Dept.

When encountering any anti-corruption and anti-bribery compliance issue, an employee of ZTE can directly consult his or her department leader, CPOC, BU compliance director, compliance manager, or Anti-Commercial Bribery Compliance Dept. The company encourages and supports all employees to report actual or potential anti-corruption and anti-bribery violations through the following "Compliance Reporting Channels". The company prohibits anyone from carrying out any form of retaliation against whistleblowers. Retaliation will be regarded as a serious violation of the company's compliance policy and will be dealt with seriously once verified.

Internal ZTE Compliance Reporting Channel

Email: complianceaudit@zte.com.cn

Channels for External Independent Third-Party Compliance Reporting

Website：http://www.tip-offs.com.cn/ZTE 

Email：ZTEWhistleblowing@tip-offs.com.cn

Hotline：400-0707-099（Mainland China）   

               +8621-3313-8584（Overseas, Hongkong, Macao and Taiwan）

Li Zixue, Chairman of ZTE                                                            Xu Ziyang, President of ZTE