ZTE Corporation — Proxy Solicitation & Information Statement 2007

Feb 16, 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 Solicitation of Voting Rights by Independent Directors of ZTE Corporation

I /We

confirm as

the appointing party that I/we have, prior to signing this solicitation proxy form, have read carefully the full text of the Report on the Solicitation of Voting Rights by the Independent Directors prepared and published by the soliciting party for the current solicitation of voting rights, the notice of the first extraordinary general meeting of ZTE Corporation for 2007 (Revised) and other relevant documents, and I/we have been sufficiently informed about details relating to the current solicitation of voting rights. I/we have the right to, prior to registering for the onsite meeting, revoke the appointment of the soliciting party under this proxy solicitation proxy form or to amend the contents of this solicitation proxy form in accordance with procedures specified in the Report on the Solicitation of Voting Rights by the Independent Directors.

As the appointing party, I/we hereby appoint Mr Zhu Wuxiang, an Independent Director of ZTE Corporation, as my/our proxy to attend the first extraordinary general meeting of the ZTE Corporation for 2007 and to exercise the voting rights in respect of matters stipulated in this proxy form in accordance with instructions contained herein.

My/our voting directions in respect of the matters for which voting rights are being solicited are as follows:

	Matters to be considered	For	Against	Abstained
1	The resolution with respect to the Phase I of the Share Incentive Scheme of ZTE Corporation(Version Dated 5 February 2007) (excluding the grant and issue of shares (including thenumber of shares) to the twenty one Scheme Participants who are Directors and SeniorManagement of the Company pursuant to the Share Incentive Scheme, which should be votedon separately).
2	The resolutions regarding the grant and issue of Subject Shares (including the number ofshares) to twenty one Scheme Participants who are Directors and Senior Management of theCompany pursuant to the Phase I of the Share Incentive Scheme of ZTE Corporation	—	—	—
2.1	The grant and issue of 10,000 Subject Shares to Scheme Participants, Mr. Xie Weiliang (ViceChairman) and Mr. Dong Lianbo (Director), respectively, pursuant to the Phase I of the ShareIncentive Scheme of ZTE Corporation.
2.2	The grant and issue of 10,000 Subject Shares to Scheme Participant, Mr. Zhang Junchao(Director), pursuant to the Phase I of the Share Incentive Scheme of ZTE Corporation.
2.3	The grant and issue of such number of Subject Shares as stipulated by the Phase I of the ShareIncentive Scheme of ZTE Corporation to Directors and Senior Management other than Mr. XieWeiliang, Mr. Dong Lianbo and Mr. Zhang Junchao. (Please refer to phase I of the Share Schemeof ZTE Corporation (Version Dated 5 February 2007) for details)
3	The resolution regarding requesting the general meeting of ZTE Corporation to authorizethe Board to deal with certain matters regarding the Phase I of the Share Incentive Scheme.

This proxy shall be valid from the date on which it is signed to the close of the first extraordinary general meeting of ZTE Corporation for 2007.

Number of shares held by appointer:

shares

Share account number of appointer:

Identity card number of appointer (or business license number in case of legal person shareholders):

Contact telephone number of appointer:

Shareholder (endorsement by signature, company seal to be affixed in case of legal person shareholders):

Date of signature: