ZTE Corporation — Proxy Solicitation & Information Statement 2010

Feb 10, 2010

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 THE FIRST EXTRAORDINARY GENERAL MEETING OF 2010 TO BE HELD ON TUESDAY, 30 MARCH 2010

Number of Shares to which this Proxy Form relates[1] : Class of Shares to which this Proxy Form (Domestic shares or H shares) relates[1] : I/We[2] of (address) holding identity card no. and shareholder account no. (as shown in the register of members), 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 First Extraordinary General Meeting of 2010 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, 30 March 2010 at 9: 00 a.m. as indicated hereunder or, if no such indication is given, as my/our proxy thinks fit.

No.	Ordinary Resolutions	Votes4
1	Consideration on an individual basis of the Resolution of the Company on the Re-election of
	the Board of Directors and Election of Directors for the Fifth Session of the Board of
	Directors
	Election of Non-independent Directors
1.1	That Mr. Hou Weigui be elected as a Non-independent Director of the Fifth Session of the	Approved by
	Board of Directors of the Company for a term commencing on 30 March 2010 and ending
	on 29 March 2013		votes
1.2	That Mr. Xie Weiliang be elected as a Non-independent Director of the Fifth Session of	Approved by
	the Board of Directors of the Company for a term commencing on 30 March 2010 and
	ending on 29 March 2013		votes
1.3	That Mr. Lei Fanpei be elected as a Non-independent Director of the Fifth Session of the	Approved by
	Board of Directors of the Company for a term commencing on 30 March 2010 and ending
	on 29 March 2013		votes
1.4	That Mr. Zhang Junchao be elected as a Non-independent Director of the Fifth Session of	Approved by
	the Board of Directors of the Company for a term commencing on 30 March 2010 and
	ending on 29 March 2013		votes
1.5	That Mr. Wang Zhanchen be elected as a Non-independent Director of the Fifth Session	Approved by
	of the Board of Directors of the Company for a term commencing on 30 March 2010 and
	ending on 29 March 2013		votes
1.6	That Mr. Dong Lianbo be elected as a Non-independent Director of the Fifth Session of	Approved by
	the Board of Directors of the Company for a term commencing on 30 March 2010 and
	ending on 29 March 2013		votes
1.7	That Mr. Yin Yimin be elected as a Non-independent Director of the Fifth Session of the	Approved by
	Board of Directors of the Company for a term commencing on 30 March 2010 and ending
	on 29 March 2013		votes
1.8	That Mr. Shi Lirong be elected as a Non-independent Director of the Fifth Session of the	Approved by
	Board of Directors of the Company for a term commencing on 30 March 2010 and ending
	on 29 March 2013		votes
1.9	That Mr. He Shiyou be elected as a Non-independent Director of the Fifth Session of the	Approved by
	Board of Directors of the Company for a term commencing on 30 March 2010 and ending
	on 29 March 2013		votes

		No.	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions		Votes4	Votes4	Votes4
			Election of Independent Directors
		1.10	That Mr. Li Jin be elected as an Independent Director of the Fifth Session of the Board ofDirectors of the Company for a term commencing on 30 March 2010 and ending on29 June 2010						Approved byvotes
		1.11	That Ms. Qu Xiaohui be elected as an Independent Director of the Fifth Session of theBoard of Directors of the Company for a term commencing on 30 March 2010 and endingon 29 March 2013						Approved byvotes
		1.12	That Mr. Wei Wei be elected as an Independent Director of the Fifth Session of the Boardof Directors of the Company for a term commencing on 30 March 2010 and ending on29 March 2013						Approved byvotes
		1.13	That Mr. Chen Naiwei be elected as an Independen		t Director of the Fifth Se		ssion of the		Approved by
			Board of Directors of the Company for on 29 March 2013	a term com	mencing on 3	0 March 2010	and ending				votes
		1.14	That Mr. Tan Zhenhui be elected as anBoard of Directors of the Company for	Independen a term com	t Director ofmencing on 3	the Fifth Se0 March 2010	ssion of the and ending		Ap	proved by
			on 29 March 2013								votes
		2	Consideration on an individual basis of tthe Supervisory Committee and Election Fifth Session of the Supervisory Commi	he Resolutio of Shareholdttee	n of the Compers’ Represen	any on the Rtative Superv	e-election ofisors for the
		2.1	That Ms. Wang Yan be elected as a ShSession of the Supervisory Committe30 March 2010 and ending on 29 Marc	areholders’ e of the Ch2013	Representativompany for	e Supervisor a term com	of the Fifthmencing on		Ap	proved by	votes
		22	ThatMsXuWeiyanbeelectedasaSh	areholders’	Representativ	eSupervisor	oftheFifth		A	provedby
		.	. Session of the Supervisory Committe	e of the C	ompany for	a term com	mencing on
30 March 2010 and ending on 29 March 2013			30 March 2010 and ending on 29 March 2013								votes

• Dated: 2010 Signature[5] : Notes: 1. Please insert the number of shares concerned in this proxy form and 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).

• 1. Full name(s) (in Chinese or English) and address(es) as shown in the register of members to be inserted in BLOCK CAPITAL LETTERS.

1. If you want to appoint any person other than the Chairman of the EGM as your proxy, please delete the words ‘‘the Chairman of EGM 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 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.

2. IMPORTANT: Voting at the EGM in respect of sub-resolutions No. 1.1 to 1.9 under Resolution No. 1 (namely the election of Non-independent Directors) shall be conducted by way of accumulative voting, whereby in respect of the nine sub-resolutions you are entitled to a number of votes equivalent to nine times of the number of shares represented by you, and you may cast all or part of such number of votes in favour of all or one or several of the nine candidates under the nine sub-resolutions. You may also opt to abstain from voting, provided that the number of votes you cast shall not, on an accumulative basis, exceed nine times of the number of shares represented by you, Otherwise, all votes cast by you in respect of the sub-resolutions will be rendered null and void and you will be deemed as having waived your right to vote. Voting at the EGM in respect of sub-resolutions No. 1.10 to 1.14 under Resolution No. 1 (namely the election of Independent Directors) shall be conducted by way of accumulative voting, whereby in respect of the five sub-resolutions you are entitled to a number of votes equivalent to five times of the number of shares represented by you, and you may cast all or part of such number of votes in favour of all or one or several of the five candidates under the five sub-resolutions. You may also opt to abstain from voting, provided that the number of votes you cast shall not, on an accumulative basis, exceed five times of the number of shares represented by you, Otherwise, all votes cast by you in respect of the sub-resolutions will be rendered null and void and you will be deemed as having waived your right to vote. Voting at the EGM in respect of sub-resolutions No. 2.1 to 2.2 under Resolution No. 2 (namely the election of two Shareholders’ Representative Supervisor) shall be conducted by way of accumulative voting, whereby in respect of the two sub-resolutions you are entitled to a number of votes equivalent to two times of the number of shares represented by you, and you may cast all or part of such number of votes in favour of both or one of the two candidates under the two sub-resolutions. You may also opt to abstain from voting, provided that the number of votes you cast shall not, on an accumulative basis, exceed two times of the number of shares represented by you, Otherwise, all votes cast by you in respect of the sub-resolutions will be rendered null and void and you will be deemed as having waived your right to vote. Please indicate clearly the number of votes that you intend to cast or your intention to abstain from voting in respect of each candidate in the appropriate box against the corresponding resolution. If no direction is given, your proxy is entitled to put down such number of votes 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 EGM to be determined by way of accumulative voting in addition to those set out in the notice of EGM.

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

4. 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.

5. To be valid, this proxy form together with any notarized copy of the power of attorney or other authorization documents (if any) must be deposited no less than 24 hours before the time appointed for holding the EGM, at the Company’s registered office at ZTE Plaza, Keji Road South, Hi-Tech Industrial Park, Nanshan District, Shenzhen, PRC, 518057 in the case of Domestic Shareholders, or at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in the case of H Shareholders.

(Both the original and photocopies of this proxy form will be accepted.)