ZTE Corporation — Proxy Solicitation & Information Statement 2005

Sep 1, 2005

ZTE CORPORATION

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

PROXY FORM FOR THE FIRST EXTRAORDINARY GENERAL MEETING 2005 TO BE HELD ON WEDNESDAY, 12 OCTOBER 2005

Number of shares to which this Proxy Form relates:

Class of Shares to which this Proxy Form relates (Domestic share or H-share[1] ):

I/We[2]

,

of

(address) holder of ID No.

account no.

and shareholder

(as shown in the register) being shareholder(s) of ZTE Corporation

(the ‘‘Company’’) hereby appoint the Chairman of the meeting or[3]

of

(address) holder of ID No.

as my/our proxy to vote for me/us and

on my/our behalf at the first extraordinary general meeting of 2005 of the Company to be held at the Novotel Bauhinia Shenzhen Hotel (Address: Qiaocheng E., Road, Huaqiao City, Shenzhen, Guangdong Province, People’s Republic of China (near the western entrance of Yuanboyuan), telephone no.: +86 755 82829966) on Wednesday, 12 October 2005 at 9: 00am, and at any adjournment thereof as indicated hereunder or, if no such indication is given, as my/our proxy thinks fit.

		Ordinary Resolutions		For4		Against4	Abstained4
	1.	Resolution concerning the appointment of new PRC auditors for the Company
		To appoint Ernst & Young Hua Ming as the PRC auditors of the Company for
		2005 for a term of one year following the expiry of the term of appointment for
		Shenzhen Dahua Tiancheng Certified Public Accountants as the Company’s PRC
		auditors on 1 September 2005 with a view to more effective coordination
		between the international and PRC auditors of Company, and to authorise the
		board of directors to determine the auditors’ fee of Ernst & Young Hua Ming for
		2005 based on actual circumstances.
	2.	Resolutionconcerningthepurchaseof‘‘liabilityinsurancefordirectors,
		supervisors and senior management’’
		To approve the execution between the Company and AIU Insurance Company
		Shenzhen Branch of an insurance contract for a maximum annual indemnity
		amount of RMB10million for a term of 1year inconnectionwith the
		Company’s plan to purchase ‘‘liability insurance for directors, supervisors and
		senior management’’ for the directors, supervisors and senior management of the
		Company with a view to encouraging better performance of their duties; and to
		authorise the board of directors to negotiate with AIU Insurance Company
		Shenzhen Branch the renewal or amendment of such insurance contract upon or
		prior to the expiry of the same.
Dated		thisday of2005		Signature5:

Notes:

1. Please insert the number of shares registered in your name(s) which relates to this proxy form. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s). Also please insert the class of shares concerned in this Proxy Form (domestic share or H share).

2. Full name(s) (in Chinese or English) and address(es) in compliance with the register of members to be inserted in BLOCK CAPITALS.

3. If you want to authorise any person other than the Chairman of the meeting as your proxy, please delete the words ‘‘the Chairman of the meeting or’’ and insert the name and address of the proxy you duly authorise. Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his behalf. The proxy needs not be a member of the Company. For a member who appoints more than one proxy, his proxies are entitled to execute his voting rights only by voting. Any alterations made in this proxy form should be initialed by the person who signs it.

4. IMPORTANT: for the above resolutions, please indicate with a tick in the appropriate box beside each of the resolutions and specify how you wish the proxy to vote on your behalf. If no direction is given, the proxy is entitled to vote or abstain as he thinks fit. Unless the appointor directs in the proxy form, the proxy is also entitled to vote as he thinks fit for any resolution duly submitted to the meeting except those marked on the notice of the meeting.

5. This proxy form must be signed by you, or your duly authorised attorney in writing or, if such appointor is a corporation, either under its Common Seal or under the hand of a director or authorised attorney. If the proxy form is signed by an attorney, the power of attorney or the authorisation document shall be notarized.

6. In cases of joint holders of a share, any one of such holders is entitled to vote at the meeting, by himself or by proxy, as if he is the only one entitled to do so among the joint holders. However, the vote of the person whose name stands first on the register of members in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s) if more than one joint holder attend the meeting personally or by proxy.

7. To be valid, this proxy form together with any notarized copy of the power of attorney or other authorisation documents (if any) must be deposited at the Company’s registered office at ZTE Plaza, Keji Road South, Hi-Tech Industrial Park, Nanshan District, Shenzhen, PRC (Postal code: 518057) not less than 24 hours before the time appointed for holding the meeting. Any H Shareholder must deposit the aforesaid documents at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, HK for the proxy form to be valid.

(Both the original and the duplicate of this proxy form are acceptable.)