ZTE Corporation — Proxy Solicitation & Information Statement 2018

Feb 2, 2018

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 2018 (THE “EGM”) OF ZTE CORPORATION TO BE HELD ON WEDNESDAY, 28 MARCH 2018

Number of H 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

of members), being the shareholder(s) of ZTE Corporation (the “Company”), hereby appoint the Chairman of EGM or[3]

of (address)

holding identity card no.

as my/our proxy to attend on my/our behalf the EGM 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, Guangdong Province, the People’s Republic of China; telephone: +86–755–26770282) on Wednesday, 28 March 2018 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 First Extraordinary General Meeting of 2018 (the “EGM Notice”) as indicated hereunder or, if no such indication is given, as my/our proxy thinks fit.

Special Resolutions	Special Resolutions	Special Resolutions	Special Resolutions	Special Resolutions			Abstain4	Abstain4	Abstain4
	Special Resolutions				For4	Against4	Abstain4
	1.00		Resolution on the Company’s fulfillment of criteria for theProposed Non-public Issuance of A Shares
	2.00		Resolution on the Company’s plan for the Proposed Non-public Issuance of A Shares (to be voted upon item by item)		–	–	–
			2.01	Class and par value of shares to be issued
			2.02	Method and time of issuance
			2.03	Target subscribers and method of subscription
			2.04	Issue price and pricing principles
			2.05	Number of A Shares to be issued
			2.06	Lock-up period
			2.07	Amount and use of proceeds
			2.08	Place of listing
			2.09	Arrangement for the retained undistributed profitsprior to the Proposed Non-public Issuance of A Shares
			2.10	Validity period of the resolutions in relation to theProposed Non-public Issuance of A Shares

	Special Resolutions	Special Resolutions	For4	Against4	Abstain4
	3.00	Resolution on the Company’s Proposal for the ProposedNon-public Issuance of A Shares
	4.00	Resolution on the Company’s Feasibility Analysis Report onthe Use of Proceeds of the Proposed Non-public Issuance ofA Shares
	Ordinary Resolution		For4	Against4	Abstain4
	5.00	Resolution of the Company on the exemption from thepreparation of a report on the use of proceeds from theprevious fund raising
	Special Resolutions		For4	Against4	Abstain4
	6.00	Resolution on the Remedial Measures regarding Dilution onReturns for the Current Period due to the Proposed Non-public Issuance of A Shares and the Undertakings by theRelevant Entities
	7.00	Resolution on the Shareholders’ Dividend and Return Plan(2018-2020)
	8.00	Resolution on the general meeting’s authorization to theBoard and its authorized representatives to deal with mattersin connection with the Company’s Proposed Non-publicIssuance of A Shares with full discretion
9.00	9.00	Resolution on the amendment of relevant clauses in theArticles of Association

Date: 2018 Signature[5] :

Notes:

1. Please insert the number of H shares registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all the H shares in the issued capital of the Company registered in your name(s).

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 EGM as your proxy, please delete the words “the Chairman of EGM or” and insert the name and address of the proxy you duly authorise. Any member entitled to attend and vote at the EGM 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 check the appropriate box under the column marked “For” if you wish to vote in favour of a resolution. Please check the appropriate box under the column marked “Against” if you wish to vote against a resolution. Please check 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 as he thinks fit. Unless otherwise directed in this proxy form, the proxy is also entitled to vote as he thinks fit for any resolution duly submitted to the EGM in addition to those set out in the EGM Notice.

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 must be notarised.

6. In case of joint holders of a share, any one of such holders is entitled to vote at the EGM, 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 EGM personally or by proxy.

7. To be valid, this proxy form together with any notarised copy of the power of attorney or other authorisation documents (if any) authorisng the signing of this proxy form must be deposited by H shareholders, no later than 24 hours before the time appointed for holding the EGM, at Computershare Hong Kong Investor Services Limited, the H share registrar of the Company, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

8. The completion and return of this proxy form shall not affect your right to attend and vote at the EGM should you so wish. (Both the original copy and any duplicate copy of this proxy form will be accepted as valid.)