ZTE Corporation — Proxy Solicitation & Information Statement 2025

Mar 12, 2025

SUPPLEMENTARY NOTICE OF THE 2024 ANNUAL GENERAL MEETING

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)

SUPPLEMENTARY NOTICE OF THE 2024 ANNUAL GENERAL MEETING

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

Reference is made to the Notice of the 2024 Annual General Meeting (the "AGM Notice") dated 7 March 2025 of ZTE Corporation ("ZTE" or the "Company") which contains details relating to the time, venue and agenda of the 2024 Annual General Meeting (the "AGM"). Unless otherwise stated, capitalised terms used in this supplementary notice shall have the same meaning as defined in the AGM Notice.

On 11 March 2025, the Board of Directors of the Company received two ex tempore motions from its controlling shareholder, Zhongxingxin Telecom Company Limited ("Zhongxingxin", which held 958,940,400 A shares and 2,038,000 H shares of the Company, totally representing 20.09% of the total number of shares of the Company, as at 11 March 2025) which requested the Board of Directors of the Company to table such motions for consideration at the AGM.

Supplementary notice is hereby given that the AGM will be held, as originally scheduled, on Friday, 28 March 2025 at 3:00 p.m. at 4th Floor, A Wing, ZTE Plaza, Keji Road South, Hi-Tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province,

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SUPPLEMENTARY NOTICE OF THE 2024 ANNUAL GENERAL MEETING

the People's Republic of China, to consider and pass, if thought fit, the resolutions set out in the AGM Notice and the following supplementary ordinary resolutions:

Ordinary Resolutions

1. Resolution on the Re-election of the Board of Directors and the Election of Non-independent Directors for the Tenth Session of the Board of Directors;

As the term of office of the Ninth Session of the Board of Directors of the Company will conclude on 29 March 2025, Zhongxingxin, the controlling shareholder of the Company has nominated Mr. Li Zixue, Mr. Xu Ziyang, Mr. Yan Junwu, Ms. Fang Rong, Mr. Zhu Weimin and Mr. Zhang Hong as candidates for Non-independent Directors of the Tenth Session of the Board of the Company.

The term of office of the candidates for Non-independent Directors of the Tenth Session of the Board of Directors is three years, which shall commence from the date on which the appointment is approved by the general meeting.

1. Resolution on the Re-election of the Board of Directors and the Election of Independent Non-executive Directors for the Tenth Session of the Board of Directors.

As the term of office of the Ninth Session of the Board of Directors of the Company will conclude on 29 March 2025, Zhongxingxin, the controlling shareholder of the Company has nominated Mr. Zhuang Jiansheng, Mr. Wang Qinggang, Mr. Tsui Kei Pang as candidates for Independent Non-executive Directors of the Tenth Session of the Board of the Company.

In accordance with the "Management Regulations of Independent Directors in Listed Companies" (《上市公司獨立董事管理辦法》) issued by the China Securities Regulatory Commission which stipulates that "the term of office of Independent Directors of a listed company shall be the same as the term of office of other Directors of that listed company, and Independent Directors may offer themselves for re-election upon the conclusion of a term subject to a maximum period of six years for consecutive terms of office", the term of office of candidate for Independent Non-executive Directors of the Tenth Session of the Board of Directors of Mr. Zhuang Jiansheng, who has been Independent Non-executive Directors of the Company since 19 June 2020, will commence on the date on which the appointment is approved by the general meeting and end on 18 June 2026.

The term of office for Mr. Wang Qinggang, Mr. Tsui Kei Pang, the candidates for Independent Non-executive Directors of the Tenth Session of the Board of Directors is three years, which shall commence from the date on which the appointment is approved by the general meeting.

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SUPPLEMENTARY NOTICE OF THE 2024 ANNUAL GENERAL MEETING

For the details of the brief biographies and other informations of the aforesaid candidates for Directors listed above, please refer to the "Proposed Re-election and Appointment of Directors of the Tenth Session of the Board" published on 11 March 2025 by the Company.

Upon review on the criteria for being a director of the Company, the Nomination Committee has extensively recruited candidates for election as a director and collected the information about the initial candidates, such as professions, academic qualification, position, work experience and all other concurrent employment. With the candidates' consent to nomination, the Nomination Committee convened a meeting for considering the qualification of the initial candidates according to the criteria for being a director, then the recommendation and relevant materials of the director candidates were submitted to the Board of Directors.

The Board of Directors is of the view that the candidates for election as Independent Non-executive Directors, namely Mr. Zhuang Jiansheng, Mr. Wang Qinggang and Mr. Tsui Kei Pang have professional qualifications and considerable experience in various domains, such as accounting, law and compliance, and they have built influence in the industry and fulfilled their duties in an enthusiastic manner. Mr. Zhuang Jiansheng has been admitted as a PRC Attorney with extensive experience in international trade compliance and corporate regulatory matters, thus he is able to complement the professional background of the composition of the Board of Directors in terms of law and compliance. Mr. Wang Qinggang is the professor of accounting and certified public accountant of the PRC with strong academic and professional background as well as extensive experience in accounting and finance, thus he is able to complement the professional background of the composition of the Board of Directors in terms of accounting and finance. Mr. Tsui Kei Pang is a solicitor admitted in Hong Kong, thus he is able to complement the professional background of the composition of the Board of Directors in terms of corporate governance.

Accordingly, the respective academic background, experience and practice of Mr. Zhuang Jiansheng, Mr. Wang Qinggang and Mr. Tsui Kei Pang allow them to offer valuable insights to the Board in the matter of, among others, finance, law and compliance, and diversity of board members can be achieved through consideration of a number of factors, such as age, cultural and educational background, or professional experience, skills and expertise upon their election as Independent Non-Executive Directors. Each of Mr. Zhuang Jiansheng, Mr. Wang Qinggang and Mr. Tsui Kei Pang has submitted to the Board a written confirmation of his independence under the requirements of the Rule 3.13 of Hong Kong Listing Rules and the Shenzhen Listing Rules. Upon considering the above factors, the Board of Directors is of the view that Mr. Zhuang Jiansheng, Mr. Wang Qinggang and Mr. Tsui Kei Pang are independent persons of the Company.

Qualifications and independence for the aforesaid candidates for Independent Non-executive Directors are subject to being approved by SZSE without dissent for the record and examination before tabling at the general meeting for voting.

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SUPPLEMENTARY NOTICE OF THE 2024 ANNUAL GENERAL MEETING

Pursuant to Rule 115 of the Company Law of the PRC, “shareholders individually or collectively holding more than 1% of the shares of the company may propose ex tempore motions no later than ten days prior to the convening of a general meeting by submitting the same in writing to the board of directors; the board of directors should notify other shareholders within two days after the receipt of the motions and table the same at the general meeting for consideration. Ex tempore motions should carry specific subjects and matters to be resolved that fall within the scope of authority of the general meeting”, having examined the aforesaid ex tempore motions, the Board of Directors of the Company is of the view that it is in compliance with Zhongxingxin being qualified to propose ex tempore motions and the aforesaid ex tempore motions carrying specific subjects and matters to be resolved that fall within the scope of authority of the general meeting. Accordingly, the Board of Directors of the Company has approved the tabling of the aforesaid ex tempore motions at the AGM in accordance with the provisions of the Company Law of the PRC and other laws, regulations and regulatory documents.

Resolutions No. 15 and No. 16 shall be determined by way of accumulative voting, whereby each candidate for Director shall be voted upon on an individual basis. The number of voting votes owned by a shareholder shall be the number of shares with voting rights multiplied by the number of candidates to be elected. The shareholder can limit the number of voting votes to the number of candidates to be elected (no vote can be cast), but the total number shall not exceed the number of voting votes owned by the shareholder.

Save for the ex tempore motions added as aforesaid, other details, such as the time, venue and method of the AGM, as set out in the AGM Notice, shall remain unchanged.

By Order of the Board

Li Zixue

Chairman

Shenzhen, the PRC

13 March 2025

As at the date of this announcement, the Board of Directors of the Company comprises three executive directors, Li Zixue, Xu Ziyang, Gu Junying; three non-executive directors, Fang Rong, Zhu Weimin, Zhang Hong; and three independent non-executive directors, Zhuang Jiansheng, Wang Qinggang, Tsui Kei Pang.