ZTE Corporation — Proxy Solicitation & Information Statement 2012

Apr 9, 2012

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[1] FOR THE ANNUAL GENERAL MEETING (THE ‘‘AGM’’) TO BE HELD ON FRIDAY, 25 MAY 2012

Number of Shares to which this Proxy Form relates[2] : Class of Shares to which this Proxy Form (Domestic shares or H shares) relates[2] :

I/We[3] 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 AGM or[4] of (address) holding identity card no.

as my/our proxy to attend on my/our behalf the AGM 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 Friday, 25 May 2012 at 9: 00 a.m., and any adjournment thereof and vote on my/our behalf in respect of the resolutions set out in the Notice of The 2011 Annual General Meeting as indicated hereunder or, if no such indication is given, as my/our proxy thinks fit.

Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	For5	Against5	Abstained5
1	To consider and approve the financial statements for the year ended 31 December 2011 audited by the PRC and Hong Kong auditors.
2	To consider and approve the report of the Board of Directors of the Company for the year ended 31 December 2011.
3	To consider and approve the report of the Supervisory Committee of the Company for the year ended 31 December 2011.
4	To consider and approve the report of the President of the Company for the year ended 31 December 2011.
5	To consider and approve the final financial accounts of the Company for the year ended 31 December 2011.
6	To consider and approve the profit distribution proposal of the Company for the year ended 31 December 2011.
7	To consider and approve the resolutions on the proposed applications by the Company for composite credit facilities.		—	—	—
	7.1	To consider and approve the resolution of the Company proposing the application to Bank of China Limited, Shenzhen Branch for a composite credit facility amounting to RMB23.0 billion;
	7.2	To consider and approve the resolution of the Company proposing the application to China Development Bank Corporation, Shenzhen Branch for a composite credit facility amounting to US$5.0 billion.
8	To consider and approve the resolutions on the appointment of the PRC auditors and the Hong Kong auditors of the Company for the year ended 31 December 2012.		—	—	—
	8.1	To consider and approve the re-appointment of Ernst & Young Hua Ming as the PRC auditors of the Company’s financial report for 2012 and authorise the Board of Directors to fix the financial report audit fees of Ernst & Young Hua Ming for 2012 based on the specific audit work to be conducted;
	8.2	To consider and approve the re-appointment of Ernst & Young as the Hong Kong auditors of the Company’s financial report for 2012 and authorise the Board of Directors to fix the financial report audit fees of Ernst & Young for 2012 based on the specific audit work to be conducted.

Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	For5	Against5	Abstained5
9	To consider and approve the resolution on the application for investment limits in derivative products of the Company in 2012.		—	—	—
	9.1	To consider and approve the authorisation for the Company to invest in derivative products for value protection against its foreign exchange risk exposure for an amount not exceeding the equivalent of USD1.5 billion (such limit may be applied on a revolving basis during the effective period of the authorisation). The authorisation shall be effective from the date on which it is approved by way of resolution at the general meeting to the date on which the next annual general meeting of the Company closes or to the date on which this authorisation is modified or revoked at a general meeting, whichever is earlier.
	9.2	To consider and approve the authorisation for Company to invest in fixed income derivative products for an amount not exceeding the equivalent of USD500 million (such limit may be applied on a revolving basis during the effective period of the authorisation). The authorisation shall be effective from the date on which it is approved by way of resolution at the general meeting to the date on which the next annual general meeting of the Company closes or to the date on which this authorisation is modified or revoked at a general meeting, whichever is earlier.
10	To consider and approve the resolution of the Company on the waiver of rights.
Special Resolutions			For5	Against5	Abstained5
11	To consider and approve the resolution on the General Mandate for 2012.
12	To consider and approve the resolution on the amendment of certain clauses of the Articles of Association.
13	To consider and approve the resolution on the amendment of certain clauses of the Rules of Procedure of the Board of Directors Meetings.

Special Resolutions For[5] Against[5] Abstained[5] 11 To consider and approve the resolution on the General Mandate for 2012. 12 To consider and approve the resolution on the amendment of certain clauses of the Articles of Association. 13 To consider and approve the resolution on the amendment of certain clauses of the Rules of Procedure of the Board of Directors Meetings. Date: 2012 Signature[6] :

Notes:

1. IMPORTANT: Before you duly authorise a proxy, please read the 2011 Annual Report, which is expected to be delivered to shareholders of the Company on or before 10 April 2012. The 2011 Annual Report includes the report of the board of directors, report of the supervisory committee and audited financial statements of the Company for 2011 for shareholders’ review.

2. 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 indicate the class of shares to which this Proxy Form relates (Domestic share or H share).

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

4. If you want to authorise any person other than the Chairman of the AGM as your proxy, please delete the words ‘‘the Chairman of AGM 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.

5. 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 ‘‘Abstained’’ 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 AGM in addition to those set out in the Notice of The 2011 Annual General Meeting.

6. 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 notarized.

7. 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.

8. 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 AGM at the Company’s registered office at 6/F, Block A, ZTE Plaza, Keji Road South, Hi-Tech Industrial Park, Nanshan District, Shenzhen, PRC 518057 for Domestic Shareholders, or at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for H Shareholders.

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