ZTE Corporation — Proxy Solicitation & Information Statement 2023

Mar 15, 2023

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 2022 ANNUAL GENERAL MEETING (THE ‘‘AGM’’) OF ZTE CORPORATION TO BE HELD ON THURSDAY, 6 APRIL 2023

Number of H Shares to which this proxy form 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 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, themy/ourPeople’sbehalfRepublicin respectof ofChina;the resolutionstelephone:set+86–755–26770282)out in the Notice ofontheThursday,2022 Annual6 AprilGeneral2023 atMeeting3: 00 p.m.,(the ‘‘andAGManyNoticeadjournment’’) as indicatedthereofhereunderand vote or,on if no such indication is given, as my/our proxy thinks fit.

	Ordinary Resolutions		For5	Against5	Abstained5
1.00	2022 Annual Report (including 2022 financial report of the Company audited
	by the Auditor)
2.00	2022 Working Report of the Board of Directors
3.00	2022 Working Report of the Supervisory Committee
4.00	2022 Working Report of the President
5.00	Final Financial Accounts for 2022
6.00	Proposal of Profit Distribution for 2022
7.00	Resolution on the Feasibility Analysis of Hedging Derivatives Trading and
	the Application for Trading Limits for 2023
8.00	Resolution on the Provision of Guarantee Limits for Subsidiaries for 2023
9.00	Resolution on the Appointment of the Auditor for 2023
	Special Resolutions		For5	Against5	Abstained5
10.00	Resolution on the Proposed Application for Consolidated Registration for
	Issuance of Multiple Types of Debt Financing Instruments for 2023
11.00	ResolutiononExpansionoftheBusinessScopeand	Corresponding
	Amendment of Relevant Clause in the Articles of Association
12.00	Resolution on the Application for General Mandate of the Issuance of Shares
	for 2023
13.00	Resolution on the Application for Mandate of the Repurchase of A Shares for
	2023

Date:

2023

Signature[6] :

Notes:

1. IMPORTANT: Before you duly authorise a proxy, please read the 2022 Annual Report and the circular, which were delivered to shareholders of the Company on 16 March 2023. The 2022 Annual Report includes the report of the board of directors and audited financial statements for 2022 for shareholders’ review.

2. Please insert the number of 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).

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 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 AGM 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 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 ‘‘Abstained’’ 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 AGM in addition to those set out in the AGM Notice.

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 must be notarised.

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

8. To be valid, this proxy form together with any notarised copy of the power of attorney or other authorisation documents (if any) authorising the signing of this proxy form must be deposited by H shareholders, no later than 24 hours before the time appointed for holding the AGM, 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.

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