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)

REVISED PROXY FORM FOR THE FIRST EXTRAORDINARY GENERAL MEETING 2007 TO BE HELD ON TUESDAY, 13 MARCH 2007

Number of shares to which this revised proxy form relates:

Class of shares to which this revised proxy form relates (domestic share or H-share[1] ):

I/We[2] , of (address)

holder of ID No.

and shareholder account

(as shown in the register) being shareholder(s) of ZTE Corporation (the ‘‘Company’’) hereby appoint the Chairman of the

no.

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 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) on Tuesday, 13 March 2007 at 9: 00 am, and at any adjournment thereof as indicated here under or, if no such indication is given, as my/our proxy thinks fit. The full text of the resolutions is contained in the Notice of the First Extraordinary General Meeting for 2007 sent to you together with this revised proxy form.

		as my/our proxy to vote for me/us and on my/our behalf at the first extraordinary general meeting of 2007ia Shenzhen Hotel (Address: Qiaocheng E., Road, Huaqiao City, Shenzhen, Guangdong Province, People’s Republic ofn), telephone no.: +86 (755) 82829966) on Tuesday, 13 March 2007 at 9: 00 am, and at any adjournment thereof as given, as my/our proxy thinks fit. The full text of the resolutions is contained in the Notice of the First Extraordinarywith this revised proxy form.
		Ordinary resolutions	For4	Against4	Abstain4
1	The resolution with respect to thedefined under the Rules GoverningTHAT the framework purchase agreTelecom Company, Limited, a subsiZhongxingxin Telecommunications Zhongxing Xindi TelecommunicatiCompany, Limited and Shenzhen Zhin respect of the purchase of cases, caof aggregated transaction amounts es	proposed connected transaction framework agreement for 2007 (as the Listing of Securities on Shenzhen Stock Exchange).ements for year 2007 proposed to be entered into between ZTE Kangxundiary of the Company, on the one hand and connected party ShenzhenEquipment Company, Limited together with its subsidiaries Shenzhenons Equipment Company, Limited, Shenzhen Zhongxing Xinyu FPCongxing Xinzhou Complete Equipment Company, Limited. on the other,binets, distribution frames, soft circuit boards and shelters with annual capstimated at RMB720.00 million for 2007 be approved.
2	The resolution with respect to the renewal of continuing connected transactions for 2007 to 2009 (as definedunder The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited).THAT the framework purchase agreements proposed to be entered into between ZTE Kangxun TelecomCompany, Limited, a subsidiary of the Company, on the one hand and connected party Shenzhen ZhongxingxinTelecommunications Equipment Company, Limited together with its subsidiaries Shenzhen Zhongxing XindiTelecommunications Equipment Company, Limited, Shenzhen Zhongxing Xinyu FPC Company, Limited andShenzhen Zhongxing Xinzhou Complete Equipment Co., Ltd. on the other, in respect of the purchase of cases,cabinets, distribution frames, flexible printed circuit boards and shelters with annual caps of aggregatedtransaction amounts estimated at RMB720 million for 2007, RMB950 million for 2008 and RMB1,200 millionfor 2009 be approved.	newal of continuing connected transactions for 2007 to 2009 (as definedting of Securities on The Stock Exchange of Hong Kong Limited).eements proposed to be entered into between ZTE Kangxun Telecom
	Special resolutions		For4	Against4	Abstain4
3	The resolution with respect to the Phase I of the Share Incentive Scheme of ZTE Corporation (Version Dated 5February 2007) (excluding the grant and issue of shares to the twenty one Directors and Senior Management ofthe Company pursuant to the Share Incentive Scheme, which should be voted on separately).
4	The resolutions regarding the grant and issue of Subject Shares (including the number of shares) to twenty oneScheme Participants who are Directors and Senior Management of the Company pursuant to the Phase I of theShare Incentive Scheme of ZTE Corporation.		—	—	—
4.1	The grant and issue of 10,000 Subject Shares to Scheme Participants, Mr. Xie Weiliang (Vice Chairman) and Mr.Dong Lianbo (Director), respectively, pursuant to the Phase I of the Share Incentive Scheme of ZTE Corporation.
4.2	The grant and issue of 10,000 Subject Shares to Scheme Participant, Mr. Zhang Junchao (Director), pursuant tothe Phase I of the Share Incentive Scheme of ZTE Corporation.
4.3	The grant and issue of such number of Subject Shares as stipulated by the Phase I of the Share Incentive Schemeof ZTE Corporation to Directors and Senior Management other than Mr. Xie Weiliang, Mr. Dong Lianbo and Mr.Zhang Junchao (Please refer to Phase I of the Share Incentive Scheme of ZTE Corporation (Version Dated 5February 2007) for details).
5	The resolution regarding requesting the general meeting of ZTE Corporation to authorize the Board to deal withcertain matters regarding the Phase I of the Share Incentive Scheme.

Dated:

2007

Signature(s)[5] :

Notes:

Please insert the number of shares registered in your name(s) which relates to this revised proxy form. If no number is inserted, this revised 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 revised proxy form (domestic share or H share).

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

• If you want to authorize 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 authorize. 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 revised proxy form should be initialed by the person who signs it.

• 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 revised 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.

• This revised 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 revised 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 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.

• To be valid, this revised proxy form together with any notarized copy of the power of attorney or other authorization 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 with Room 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, HK for the revised proxy form to be valid.

1. IMPORTANT: this revised proxy form shall supersede and replace any previous proxy form which was sent to you for the meeting. You should also read the Independent Director’s Proxy Form and the Notice of the First Extraordinary General Meeting for 2007 sent to you together with this revised proxy form.