ZTE Corporation
2025 Annual Report of Independent Non-Executive Director (Zhuang Jiansheng)
As an independent non-executive director (hereinafter referred to as "Independent Director") of ZTE Corporation (hereinafter referred to as "ZTE" or the "Company"), I, Zhuang Jiansheng, in accordance with the "Company Law of the People's Republic of China," the "Administrative Measures for Independent Directors of Listed Companies," and the "Articles of Association of ZTE Corporation" (hereinafter referred to as the "Articles of Association"), have diligently performed my duties, acted with diligence and responsibility, faithfully fulfilled my responsibilities as an independent director, and effectively exercised the functions of an independent director to safeguard the interests of the Company and all shareholders.
Herein is my report on the fulfillment of my duties as an independent director in 2025:
I. Basic Information
(I) Work Experience, Professional Background, and Concurrent Positions
I possess professional qualifications and extensive practical experience in legal and compliance fields, and I have fully leveraged my professional and experience advantages in fulfilling my duties.
My personal resume is as follows: Mr. Zhuang Jiansheng graduated from East China University of Political Science and Law in 1988 with a Bachelor of Laws degree; obtained a Master of Laws degree in International Economic Law from the University of International Business and Economics in 1991 and holds a Chinese lawyer qualification. He has served at Shanghai Waigaoqiao Free Trade Zone Development Co., Ltd., PricewaterhouseCoopers International Consulting Co., Ltd., and Baker McKenzie International Law Firm. Since January 2016, he has been the Managing Partner of the Trade Compliance and Tax Tariff Business Department at Shanghai Huiye Law Firm. Since June 2020, he has served as an Independent Director of the Company.
(II) Independence
I possess the independence required by the "Administrative Measures for Independent Directors of Listed Companies" and the "Hong Kong Stock Exchange Limited Listing Rules." I have conducted an independence self-assessment in accordance with regulatory rules and found no circumstances that affect my independence. As an Independent Director of the Company, I do not hold any positions in the Company other than serving as a member of the specialized committees of the Board of Directors. I have no relationship with the Company and its controlling shareholder that could hinder independent and objective judgment, and I can independently perform my duties without being influenced by the Company's controlling shareholder or any other entity or individual with a vested interest in the Company.
II. Fulfillment of Duties
In 2025, I diligently performed the core duties of loyalty and diligence as an independent director, actively participating in the Company's Board of Directors meetings, specialized committee meetings, independent director meetings, and shareholder meetings. For matters requiring deliberation and decision-making by the Board of Directors and specialized committees, the Company provided timely and comprehensive notice and relevant proposal materials. Before the meetings, I thoroughly studied and analyzed the proposal materials, proactively communicated with the Company to clarify key issues. During the meetings, I listened carefully to all reports and offered practical and feasible suggestions based on my professional expertise. In my daily duties, I maintained close contact with the Company through on-site research, phone calls, and emails to ensure efficient information flow and smooth communication channels.
(I) Attendance at Board of Directors and Shareholder Meetings
In 2025, the Company held a total of 22 Board of Directors meetings (including 4 meetings of the Ninth Board of Directors and 18 meetings of the Tenth Board of Directors) and 2 shareholder meetings. The convening and holding procedures of these meetings complied with regulations.
My attendance at Board of Directors and shareholder meetings is as follows: