ZTE Corporation — Proxy Solicitation & Information Statement 2009

Mar 31, 2009

ZTE CORPORATION 中 興 通 訊 股 份 有 限 公 司

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

(Stock Code: 763)

PROXY FORM

FOR CLASS MEETING FOR H SHAREHOLDERS (THE ‘‘MEETING’’) TO BE HELD ON TUESDAY, 19 MAY 2009

Number of Shares to which this Proxy Form relates[1] :

I/We[2]

of (address) holding identity card no. and shareholder account no.

(as shown in the register), being the shareholder(s) of ZTE Corporation (the ‘‘Company’’), hereby appoint the Chairman of the Meeting or[3]

of (address)

holding identity card no. as my/our proxy to vote for me/us and on my/our

behalf in respect of the resolutions set out in the notice of the Meeting at the Meeting of the Company to be held at the Conference Room on the 4th Floor of the Company’s headquarters in Shenzhen (Address: 4th Floor, A Wing, ZTE Plaza, Keji Road South, Hi-Tech Industrial Park, Nanshan District, Shenzhen; telephone: +86 (755) 26770282) on Tuesday, 19 May 2009 at 11: 00 a.m. or immediately following the conclusion or adjournment of the 2008 Annual General Meeting and the class meeting for domestic shareholders, and at any adjournment thereof as indicated hereunder or, if no such indication is given, as my/our proxy thinks fit.

Special Resolution For[4] Against[4] Abstain[4] 1. To consider and approve the proposals of profit distribution and capitalisation from capital reserves of the Company for 2008

Dated: 2009 Signature[5] :

Notes:

1. Please insert the number of shares registered in your name(s). 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) as shown in the register of members to be inserted in BLOCK CAPITAL LETTERS.

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 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 need 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 way of a poll. Any alterations made in this proxy form should be initialed by the person who signs it.

4. IMPORTANT: Please indicate with a ‘‘H’’ in the appropriate box under the column marked ‘‘For’’ if you wish to vote in favour of a resolution. Please indicate with a ‘‘H’’ in the appropriate box under the column marked ‘‘Against’’ if you wish to vote against the resolution. Please indicate with a ‘‘H’’ in the appropriate box under the column marked ‘‘Abstain’’ if you wish to abstain from voting in respect of a resolution. If no direction is given, the proxy is entitled to vote or abstain as he thinks fit. Unless otherwise directed in the proxy form, the proxy is also entitled to vote as he thinks fit for any resolution duly submitted to the Meeting in addition to those set out in the notice of Meeting.

5. This proxy form must be signed by you or your attorney duly authorised in writing, or under the Common Seal or the hand of a director or a duly authorised attorney in case of a corporation. If the proxy form is signed by an attorney, the power of attorney or other authorisation documents giving such authorisation shall be notarised.

6. In case 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, only the vote of the person whose name stands first on the register of members in respect of such share shall be accepted 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, not less than 24 hours before the time appointed for holding the meeting at the Company’s registered office at ZTE Plaza, Keji Road South, Hi-Tech Industrial Park, Nanshan District, Shenzhen, PRC 518057 for Domestic Shareholders, or at Shops 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for H Shareholders.

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