ZTE Corporation — Proxy Solicitation & Information Statement 2007

Mar 9, 2007

ZTE CORPORATION

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

(Stock Code: 763)

PROXY FORM FOR THE SECOND EXTRAORDINARY GENERAL MEETING FOR 2007 OF ZTE CORPORATION TO BE HELD ON FRIDAY, 30 MARCH 2007

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. and shareholder account no. (as shown in the register) being shareholder(s) of ZTE Corporation (the ‘‘Company’’) hereby appoint the Chairman of the EGM

or3 of (address) holder of ID No. as my/our proxy to vote for me/us and on my/our behalf at the second extraordinary general meeting for 2007 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) at 9: 00 am on Friday, 30 March 2007, and at any adjournment thereof as indicated hereunder or, if no such indication is given, as my/our proxy thinks fit.			of (address)
No		Ordinary Resolutions			Casting of Votes4
1		To consider on an individual basis the Resolution on the Re-election of the Board of Directors of the Company and Election of Directors of the Fourth Session of the Board of Directors			—
1.1		To elect Mr. Hou Weigui as a Non-independent Director of the Fourth Session of the Board of Directors of the Company for a term from 30 March 2007 to 29 March 2010			In favour of: votes
1.2		To elect Mr. Wang Zongyin as a Non-independent Director of the Fourth Session of the Board of Directors of the Company for a term from 30 March 2007 to 29 March 2010			In favour of: votes
1.3		To elect Mr. Xie Weiliang as a Non-independent Director of the Fourth Session of the Board of Directors of the Company for a term from 30 March 2007 to 29 March 2010			In favour of: votes
1.4		To elect Mr. Zhang Junchao as a Non-independent Director of the Fourth Session of the Board of Directors of the Company for a term from 30 March 2007 to 29 March 2010			In favour of: votes
1.5		To elect Mr. Li Juping as a Non-independent Director of the Fourth Session of the Board of Directors of the Company for a term from 30 March 2007 to 29 March 2010			In favour of: votes
1.6		To elect Mr. Dong Lianbo as a Non-independent Director of the Fourth Session of the Board of Directors of the Company for a term from 30 March 2007 to 29 March 2010			In favour of: votes
1.7		To elect Mr. Yin Yimin as a Non-independent Director of the Fourth Session of the Board of Directors of the Company for a term from 30 March 2007 to 29 March 2010			In favour of: votes
1.8		To elect Mr. Shi Lirong as a Non-independent Director of the Fourth Session of the Board of Directors of the Company for a term from 30 March 2007 to 29 March 2010			In favour of: votes
1.9		To elect Mr. He Shiyou as a Non-independent Director of the Fourth Session of the Board of Directors of the Company for a term from 30 March 2007 to 29 March 2010			In favour of: votes

1.10	To elect Mr. Zhu Wuxiang as an Independent Director of the Fourth Session of the Board of Directors of the Company for a term from 30 March 2007 to 29 March 2010	In favour of: votes	In favour of: votes	In favour of: votes
1.11	To elect Mr. Chen Shaohua as an Independent Director of the Fourth Session of the Board of Directors of the Company for a term from 30 March 2007 to 29 March 2010	In favour of: votes
1.12	To elect Mr. Qiao Wenjun as a Independent Director of the Fourth Session of the Board of Directors of the Company for a term from 30 March 2007 to 29 March 2010	In favour of: votes
1.13	To elect Mr. Mi Zhengkun as an Independent Director of the Fourth Session of the Board of Directors of the Company for a term from 30 March 2007 to 29 March 2010	In favour of: votes
1.14	To elect Mr. Li Jin as an Independent Director of the Fourth Session of the Board of Directors of the Company for a term from 30 March 2007 to 29 March 2010	In favour of: votes
2	To consider on an individual basis the Resolution on the Re-election of the Supervisory Committee of the Company and the Election of Shareholders’ Representative Supervisors of the Fourth Session of the Supervisory Committee	—
2.1	To elect Mr. Qu Deqian as a Shareholders’ Representative Supervisor of the Fourth Session of the Supervisory Committee of the Company for a term from 30 March 2007 to 29 March 2010	In favour of: votes
2.2	To elect Ms. Wang Yan as a Shareholders’ Representative Supervisor of the Fourth Session of the Supervisory Committee of the Company for a term from 30 March 2007 to 29 March 2010	In favour of: votes
No	Ordinary Resolutions	In favour of4	Against4	Abstained4
3	To consider the Resolution on the Adjustment of Directors’ Allowances

Dated: 2007 Signature(s)[5] :

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 authorize any person other than the Chairman of the EGM as your proxy, please delete the words ‘‘the Chairman of the EGM or’’ and insert the name and address of the proxy you duly authorize. Any member entitled to attend and vote at the EGM 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: Voting in respect of items 1.1 to 1.9 under Resolution No. 1 (namely the election of Non-independent Directors) will be conducted at the EGM by way of accumulative voting as follows: The number of votes you may cast in respect of the nine items will be equivalent to nine times of the shares you are entitled to. You may cast all or part of such number of votes to the nine candidates or one or several among them, or you may choose to abstain, provided that the votes cast by you in aggregate shall not exceed nine times of the number of shares you are entitled to, failing which the votes cast by you in respect of the said items shall all be deemed invalid and you will be deemed as having waived your voting rights.

Voting in respect of items 1.10 to 1.14 under Resolution No. 1 (namely the election of Independent Directors) will be conducted at the EGM by way of accumulative voting as follows: The number of votes you may cast in respect of the five items will be equivalent to five times of the shares you are entitled to. You may cast all or part of such number of votes to the five candidates or one or several among them, or you may choose to abstain, provided that the votes cast by you in aggregate shall not exceed five times of the number of shares you are entitled to, failing which the votes cast by you in respect of the said items shall all be deemed invalid and you will be deemed as having waived your voting rights.

Voting in respect of items 2.1 to 2.2 under Resolution No. 2 (namely the election of two Shareholders’ Representative Supervisors) will be conducted at the EGM by way of accumulative voting as follows: The number of votes you may cast in respect of the two items will be equivalent to two times of the shares you are entitled to. You may cast all or part of such number of votes to the two candidates or one or several among them, or you may choose to abstain, provided that the votes cast by you in aggregate shall not exceed two times of the number of shares you are entitled to, failing which the votes cast by you in respect of the said items shall all be deemed invalid and you will be deemed as having waived your voting rights.

You should indicate clearly the number of votes to be cast or whether you intend to abstain in respect of each candidate and fill in the same in the appropriate boxes for the corresponding items in the above table. If no direction is given, the proxy is entitled to fill in the relevant number of votes as he thinks fit. Unless you direct in the proxy form, the proxy is also entitled to vote as he thinks fit for any resolution duly submitted to the EGM for voting under the accumulative voting system, in addition to those set out in the notice of the EGM.

• For Resolution No. 3, 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 you direct in the proxy form, the proxy is also entitled to vote as he thinks fit for any resolution duly submitted to the EGM, in addition to those set out in the notice of the EGM.

• This proxy form must be signed by you, or your duly authorized 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 authorization document shall be notarized.

• In cases of joint holders of a share, any one of such holders is entitled to vote at the EGM, 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 EGM personally or by proxy.

• To be valid, this proxy form together with any notarized copy of the power of attorney or other authorization documents (if any) for any Domestic shareholder 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 EGM. Any H Shareholder must deposit the aforesaid documents with Room 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, HK, within the same time limit for the proxy form to be valid.

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