ZTE Corporation — Proxy Solicitation & Information Statement 2025

Apr 8, 2025

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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: 00763)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025

The Company and all the members of the Board of Directors confirm that all the information contained in this information disclosure is true, accurate and complete and that there is no false and misleading statement or material omission in this information disclosure.

NOTICE IS HEREBY GIVEN that the Notice of the First Extraordinary General Meeting of 2025 (the "EGM") of ZTE Corporation (the "Company") will be convened at 3:30 p.m., on Thursday, 24 April 2025 at 4th Floor, A Wing, ZTE Plaza, Keji Road South, Hi-Tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province, the People's Republic of China to consider and if thought fit, approve, the following resolutions (terms defined in this notice shall have the same meanings as those in the circular of the Company dated on 9 April 2025, unless otherwise required by the context):

Special Resolution

1. Resolution on the Amendment of Relevant Clauses in the Articles of Association, the Rules of Procedure for General Meetings of Shareholders and the Rules of Procedure for Board of Directors Meetings

Ordinary Resolution

1. Resolution on the Provision of Guarantee Limits for the Subsidiary by the Company

(1) That the Company provide a total guarantee amount of no more than USD1.5 billion for the payment obligations of subsidiary ZTE KANGXUN TELECOM CO., LTD. in the procurement business, commencing on the date on which the letter of guarantee comes into effect and ending upon on the

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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025

conclusion when ZTE KANGXUN TELECOM CO., LTD. terminates the procurement from suppliers and that no debt payment is due and outstanding;

(2) That the legal representative of the Company or his duly appointed attorney be authorized to sign pertinent legal contracts and documents.

Description:

Resolution No. 1 is special resolution which shall require the approval of two-thirds of the voting rights held by shareholders attending the EGM in order to be passed. Resolution No. 2 is ordinary resolution which shall require the approval of a majority of the voting rights held by shareholders attending the EGM in order to be passed.

The above resolutions have been considered and approved at the Second Meeting of the Tenth Session of the Board of Directors of the Company held on 7 April 2025. For the details of the aforesaid resolutions, please refer to the relevant announcements published by the Company on 7 April 2025.

The above resolutions will implement separate vote counting and disclose voting results for small and medium-sized investors in accordance with relevant regulations. Small and medium-sized investors refer to shareholders other than the Company's Directors, Supervisors, senior management, and shareholders who individually or collectively hold more than 5% of the Company's shares.

Notes:

1. The Company will close its H share register from Thursday, 17 April 2025 to Thursday, 24 April 2025 (both dates inclusive) to determine qualifications of shareholders to attend and vote at the EGM. Any H Shareholder who wishes to attend and vote at the EGM shall lodge an instrument of transfer, together with the corresponding share certificate(s) with Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by 4:30 p.m., Wednesday, 16 April 2025. The holders of the H Shares whose names appeared on the register of members of the Company on Thursday, 24 April 2025 are entitled to attend and vote in respect of all resolutions to be proposed at the EGM.

2. In order to be valid, the instruments appointing a proxy (namely the proxy form) and the power of attorney or other authorization documents (if any) of the signatory or notarized copies of such power of attorney or authorization documents must be completed and deposited, no later than 24 hours before the time appointed for holding the EGM or any adjournment thereof 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 (for H shareholders). The completion and return of the proxy form shall not preclude a shareholder from attending and voting in person at the EGM or any adjournment thereof if he so wishes. In such cases, the voting proxy shall be deemed to have been withdrawn.

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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025

1. A Shareholder entitled to attend and vote at the EGM shall be entitled to appoint another one or more proxies to attend and vote for him. A proxy need not be a shareholder of the Company. The proxies shall not be a shareholder of the Company. If a shareholder appoints more than two (including two) proxies, the total number of shares of the shareholder whose proxies exercise the voting rights shall not exceed the total number of shares that the shareholder has the right to vote at this meeting, and each share shall not be repeatedly exercised by different proxies.

2. 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.

3. The EGM is expected to last for half a day. All transportation and accommodation expenses incurred by shareholders or their proxies in attending the EGM shall be borne by themselves. Shareholders or their proxies attending the EGM shall be required to produce identifications.

By Order of the Board
Fang Rong
Chairman

Shenzhen, the PRC
9 April 2025

As at the date of this announcement, the Board of Directors of the Company comprises executive director, Xu Ziyang; non-executive directors, Fang Rong, Yan Junwu, Zhu Weimin, Zhang Hong; and independent non-executive directors, Zhuang Jiansheng, Wang Qinggang, Tsui Kei Pang