THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in ZTE Corporation, you should hand this circular together with the enclosed proxy form to the purchaser or the transferee or to the bank, licensed securities dealers or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

ZTE

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)

(1) Proposal of Profit Distribution for 2024
(2) Proposed General Mandate of the Issuance of Shares for 2025
(3) Proposed Mandate to the Board to Repurchase A Shares for 2025
(4) Proposed Application for Consolidated Registration for Issuance of Multiple Types of Debt Financing Instruments for 2025
(5) Proposed Authorization to Purchase Directors' and Senior Management's Liability Insurance
And
(6) Notice of the 2024 Annual General Meeting

A letter from the Board is set out in pages 4 to 12 of this circular.

A notice of the AGM to be held at 4/F, A Wing, ZTE Plaza, Keji Road South, Hi-Tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province, the People's Republic of China at 3:00 p.m. on Friday, 28 March 2025 is set out in pages 13 to 25 of this circular.

A proxy form for use at the AGM is enclosed with this circular and uploaded on the websites of the SEHK and the Company. Whether or not you are able to attend the AGM, please complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for holding the AGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjourned meeting thereof should you so wish.

7 March 2025

CONTENTS

Page

DEFINITIONS ... 1
EXPECTED TIMETABLE ... 3
LETTER FROM THE BOARD ... 4
NOTICE OF THE 2024 ANNUAL GENERAL MEETING ... 13

DEFINITIONS

In this circular, the following terms shall have the following meaning unless otherwise required by the context:

A Share(s) ordinary share(s) of par value of RMB1.00 each in the registered capital of the Company, which are listed and traded on the SZSE

A Shareholders holders of A Shares

AGM the 2024 annual general meeting of the Company to be held at 4/F, A Wing, ZTE Plaza, Keji Road South, Hi-Tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province, the People's Republic of China at 3:00 p.m. on Friday, 28 March 2025

AGM Notice notice of the 2024 annual general meeting

Articles of Association the articles of association of the Company

Board the board of directors of the Company

China or the PRC the People's Republic of China

Company ZTE Corporation, a joint stock limited company incorporated under the Company Law in the PRC, whose shares are listed on the SEHK and the SZSE

Company Law The Company Law of the People's Republic of China

Director(s) member(s) of the board of directors of the Company

Dividend(s) proposed final dividend of RMB6.17 in cash (before tax) for every 10 Shares on the basis of the total share capital on the record date entitled to receive the dividends

General Mandate a general mandate to allot, issue or otherwise deal with Shares proposed to be granted to the Directors at the AGM, the details of which are set out in Special Resolution No. 13 of AGM Notice

H Share(s) ordinary share(s) of par value of RMB1.00 each in the registered capital of the Company, which are listed and traded on the SEHK

H Shareholders holders of H Shares

Hong Kong The Hong Kong Special Administrative Region of the People's Republic of China

Hong Kong Listing Rules Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

DEFINITIONS

Latest Practicable Date Friday, 28 February 2025, being the latest practicable date prior to the printing of this circular for determining certain information set out in this circular

SEHK The Stock Exchange of Hong Kong Limited

Shareholders A Shareholders and H Shareholders

Shares A Share(s) and H Share(s)

Shenzhen Listing Rules Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange

Supervisor(s) member(s) of the supervisory committee of the Company

Supervisory Committee the committee of supervisors of the Company

SZSE The Shenzhen Stock Exchange

EXPECTED TIMETABLE

2025

Latest time for lodging transfers of the H Shares to qualify for attendance and voting at the AGM . . . . . 4:30 p.m., Thursday, 20 March

H Share register closed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 21 March to Friday, 28 March (both dates inclusive)

Latest time for lodging proxy forms for the AGM . . . . . 3:00 p.m., Thursday, 27 March

Record Date of the H Shareholders are entitled to attend and vote at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 28 March

AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:00 p.m., Friday, 28 March

H Share register re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 31 March

Last day of dealings in the H Shares cum-entitlements to the Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 1 April

First day of dealings in the H Shares ex-entitlements to the Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 2 April

Latest time for lodging transfers of the H Shares to qualify for the Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m., Thursday, 3 April

H Share register closed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 4 April to Wednesday, 9 April (both dates inclusive)

Record Date of the H Shareholders are entitled to receive the Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 9 April

H Share register re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 10 April

LETTER FROM THE BOARD

ZTE

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)

Executive Directors:
Li Zixue
Xu Ziyang
Gu Junying

Non-executive Directors:
Fang Rong
Zhu Weimin
Zhang Hong

Independent Non-executive Directors:
Zhuang Jiansheng
Wang Qinggang
Tsui Kei Pang

Registered Address:
ZTE Plaza
Keji Road South
Hi-Tech Industrial Park
Nanshan District
Shenzhen, 518057
Guangdong Province
The PRC

Principle place of business
in Hong Kong:
31/F, Tower Two
Times Square
1 Matheson Street, Causeway Bay
Hong Kong

To the Shareholders

Dear Sir or Madam,

LETTER FROM THE BOARD

I. INTRODUCTION

The purpose of this circular is to give the AGM Notice to you and provide relevant information for your informed decision when voting for the ordinary resolutions and special resolutions to be proposed at the AGM in respect of, among others, the following matters:

II. PROPOSAL OF PROFIT DISTRIBUTION FOR 2024

The Company will propose an ordinary resolution at the AGM for the consideration and, if thought fit, approval of the declaration and payment of Dividends. A final Dividend of RMB6.17 in cash (before tax) for every 10 shares to all shareholders based on the total share capital as at the record date for profit distribution and dividend payment, and any Director or the Secretary to the Board of Directors of the Company will be authorized to deal in accordance with the law with matters relating to profit distribution for 2024. In the event of changes in the Company's total share capital after the announcement of the Company's profit distribution proposal but before its implementation, the total share capital shall be readjusted on the basis of the total share capital as at the record date for profit and dividend distribution for the purpose of the profit distribution proposal for 2024 according to the existing proportion for distribution. Dividend payments are expected to be made to Shareholders before 27 May 2025.

The Company's total share capital was 4,783,534,887 shares as at the Latest Practicable Date. Based on this, the total cash dividend amount is approximately RMB2.95 billion.

In respect of the Company's distribution of final Dividend to Shareholders whose names appear on the H share register of the Company on the Record Date entitled to receive the Dividends, the Company will process income tax payable on dividends and profit distributions in accordance with relevant taxation laws and regulations of China. The details are as follow:

In connection with overseas non-resident corporate H shareholders, a 10% enterprise income tax to be withheld and paid on behalf of such shareholders by the Company shall apply in accordance with relevant provisions of the "Notice of the State Administration of Taxation on issues concerning the withholding and

LETTER FROM THE BOARD

payment of enterprise income tax on dividends paid by Chinese resident enterprises to overseas non-resident corporate H shareholders” (Guo Shui Han [2008] No. 897) (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》(國稅函[2008]897號)). Upon receipt of the dividend, overseas non-resident corporate H shareholders may apply, either directly or through the Company, for entitlements to preferential treatments under relevant agreements by furnishing evidence of their status as beneficial owners in compliance with provisions under relevant taxation agreements (arrangements).

In connection with overseas non-resident individual H shareholders, in accordance with pertinent provisions of the “Notice on the collection and administration of personal income tax after the repeal of Document Guo Shui Fa [1993] No. 045” (Guo Shui Han [2011] No. 348) (《關於國稅發[1993]045號文件廢止後有關個人所得稅徵管問題的通知》(國稅函[2011]348號)), (1) non-resident individual H shareholders being residents of Hong Kong or Macau, or residents for tax purposes of other countries which have entered into taxation agreements with China with a dividend tax rate lower than or equivalent to 10% shall be subject to a 10% personal income tax to be withheld and paid on behalf of such shareholders by the Company, provided that if the dividend tax rate stipulated under the relevant taxation agreement is below 10%, the Company may apply on behalf of the shareholder for entitlements to preferential treatments under such agreement in accordance with the “Announcement of the State Administration of Taxation on the promulgation of the ‘Administrative Measures on Non-resident Taxpayers’ Entitlements to Treatments Under Taxation Agreements” (SAT Announcement 2019 No. 35) (《國家稅務總局關於發佈〈非居民納稅人享受協定待遇管理辦法〉的公告》(國家稅務總局公告2019年第35號)); (2) if the dividend tax rate stipulated under the taxation agreement is higher than 10% but lower than 20%, personal income tax shall be withheld and paid on behalf of the shareholders by the Company at the effective tax rate; (3) in the absence of any applicable taxation agreements and otherwise, personal income tax shall be withheld and paid on behalf of the shareholders by the Company at a 20% tax rate.
In connection with dividends and profit distributions obtained by Mainland investors (including individuals and corporates) from investments in the Company's H Shares listed on SEHK through the SZSE and the Shanghai Stock Exchange (the "Southbound Trading"), a personal income tax shall be withheld and paid on behalf of investors by the Company in respect of dividends and profit distributions received by individual Mainland investors and Mainland securities investment funds from their investments in the Company's H shares via Southbound Trading at a 20% tax rate; while no enterprise income tax shall be withheld and paid on behalf of corporate Mainland investors by the Company in respect of dividends and profit distributions received by such corporate Mainland
6 -

LETTER FROM THE BOARD

investors from their investments in the Company's H shares via Southbound Trading, and corporate Mainland investors shall process their own tax returns and payments directly, in accordance with the "Notice on Tax Policies for Shenzhen-Hong Kong Stock Connect Pilot Program" (Cai Shui [2016] No. 127) 《關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127號) and "Notice on Tax Policies for Shanghai-Hong Kong Stock Connect Pilot Program" (Cai Shui [2014] No. 81) 《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2014]81號).

In accordance with Article 67 of the Articles of Association, approval of the proposal of profit distribution for 2024 will be sought at the AGM.

For details, please refer to Ordinary Resolution No. 6 of the AGM Notice.

III. PROPOSED GENERAL MANDATE OF THE ISSUANCE OF SHARES FOR 2025

At the previous annual general meeting of the Company held on 28 June 2024, the Board was granted a general mandate to exercise the general power of the Company to allot, issue and otherwise deal with Shares in the Company not exceeding 20% of the aggregate nominal amount of its share capital in issue as at held on 28 June 2024. The aforesaid general mandate will expire at the end of AGM.

To afford the Board the flexibility of issuing new Shares at its discretion as and when appropriate, a special resolution will be proposed at the AGM to grant a General Mandate to the Board to allot, issue and otherwise deal with the A Shares and H Shares, each not exceeding 20% of the aggregate nominal amount of the Company's A Shares and H Shares, respectively, in issue (excluding treasury shares, if any) as at the date on which this resolution is passed.

As at the Latest Practicable Date, the Company's issued share capital (excluding treasury shares, if any) comprised 4,028,032,353 A Shares and 755,502,534 H Shares. Subject to the granting of the General Mandate being approved and assuming that no additional Shares will be issued prior to the AGM, the Board shall be entitled to issue a maximum of 805,606,470 A Shares and 151,100,506 H Shares.

The General Mandate will remain in effect until the earliest of: (i) the conclusion of the next annual general meeting of the Company; or (ii) the revocation or variation of the authority given under this resolution by way of a special resolution of the general meeting.

The Board shall comply with pertinent provisions of the Hong Kong Listing Rules, the Articles of Association and applicable PRC laws and regulations when exercising powers pursuant to the General Mandate. Notwithstanding the granting of the General Mandate, the Company is still required to seek Shareholders' approval at the general meeting for the issue of any A Shares according to pertinent PRC laws and regulations.

For details, please refer to Special Resolution No. 13 of the AGM Notice.

LETTER FROM THE BOARD

IV. PROPOSED MANDATE TO THE BOARD TO REPURCHASE A SHARES FOR 2025

At the previous annual general meeting of the Company held on 28 June 2024, a mandate was granted to the Board for the repurchase of A shares representing not more than 5% of the Company's A share capital as at 28 June 2024. The aforesaid general mandate will expire at the end of AGM.

The Board proposed to request the AGM to grant mandate to the Board to repurchase A shares for 2025, the share repurchase shall be used in the employee share ownership schemes or share incentives, or to maintain the Company's value and shareholder equity, which will be sold through centralized bidding trading and shall be conducted by way of call auction in the share trading system of Shenzhen Stock Exchange. Funds shall be the Company's internal funds or other funds in compliance with the requirements of laws and regulations. The price of the share repurchase shall be determined and finalised by the Board as authorised by the AGM in accordance with pertinent laws and regulations, taking into account a number of factors, such as conditions in the capital market, movements in the share price of the Company and the Company's financial and operating conditions, among others. The volume to be repurchased shall be determined by the Board as authorised by the AGM in accordance with pertinent laws and regulations within the limit of its mandate subject to a cap of 5% of the issued A share capital of the Company as at the date on which the resolution is considered and passed at the AGM. The mandate shall be in effect from the date on which the resolution is considered and passed at the AGM to the earlier of the following: (i) the date on which the 2025 annual general meeting of the Company concludes (unless extended by way of resolution at the said meeting); or (ii) the date of the general meeting at which the mandate is revoked or modified by the shareholders by way of resolution.

As at the Latest Practicable Date, the Company's issued share capital comprised 4,028,032,353 A Shares. Subject to the granting of the mandate being approved and assuming that no additional Shares will be issued prior to the AGM, the Board will be entitled to repurchase a maximum of 201,401,617 A Shares.

In order to capture market opportunities in a timely manner, the AGM shall grant to the Board a mandate, which may be delegated by the Board to relevant persons, with full discretion to deal with matters relating to the share repurchase. The scope of the mandate shall include, but not be limited to, the following:

(1) To confirm the final plan and terms of repurchase and deal with matters pertaining to the share repurchase in accordance with the provisions of laws, regulations, rules and regulatory documents, taking into account the actual conditions of the Company and the market;

(2) To amend, adjust or determine at its discretion based on prevailing circumstances matters relating to the repurchase plan, including but not limited to: the specific use of the share repurchase, the total repurchase amount, the price of the share repurchase, the volume of the share repurchase, the implementation of the repurchase, or whether the repurchase plan shall proceed or be terminated and the

LETTER FROM THE BOARD

sale of shares, save in relation to matters required to be voted upon anew at the general meeting under pertinent laws, regulations, rules, regulatory documents, requirements of regulatory authorities and the Articles of Association;

(3) To open a dedicated securities account and other relevant securities accounts for the repurchase;

(4) To repurchase shares at timings deemed appropriate during the repurchase period, including the timing, price and volume of repurchase;

(5) To adjust the repurchase plan and continue to deal with matters pertaining to the share repurchase and the sale of shares in accordance with pertinent laws and regulations and requirements of securities regulatory authorities, taking into account market conditions and the actual conditions of the Company, in the event of new requirements on the policy for share repurchases stipulated under laws and regulations or announced by securities regulatory authorities or changes in market conditions, save in relation to matters required to be voted upon anew at the general meeting under pertinent laws, regulations, requirements of securities regulatory authorities or the Articles of Association;

(6) To prepare, amend, supplement, execute, deliver, submit and implement all agreements, contracts and documents incurred in the course of the share repurchase and sale of shares and to report as required;

(7) To notify creditors and communicate with creditor to reach debt settlements;

(8) To deal with all other matters that are not stated above but are necessary for the share repurchase.

The application for the mandate for share repurchase for 2025, seeks to give mandate to the Board of Directors of the Company to deal with matters pertaining to the share repurchase, which does not involve specific plans for share repurchase. Subject to consideration and approval at the general meeting, the Board of Directors of the Company will consider whether to proceed with the repurchase based on factors such as conditions in the capital market, volatility and movement in the Company's share price and incentive effect, among others. In the event of subsequent repurchases, the Company will formulate a specific share repurchase plan and table it to the Board of Directors for consideration and disclosure.

The abovementioned mandate to repurchase A shares will not cause the percentage of shares in the Company held by the public to fall below 25% of the total issued shares of the Company. Following settlement of any such repurchase of A Shares, the Company will hold them as treasury shares. The Directors are not aware of any consequences under The Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong that might result from any repurchase of A shares pursuant to the mandate.

For details, please refer to Special Resolution No. 14 of the AGM Notice.

LETTER FROM THE BOARD

V. PROPOSED APPLICATION FOR CONSOLIDATED REGISTRATION FOR ISSUANCE OF MULTIPLE TYPES OF DEBT FINANCING INSTRUMENTS FOR 2025

To further broaden the financing channels of the Company, optimise the Company's debt structure, exercise reasonable control over its finance cost, enable flexible choice of financing options and fulfill its funding requirements in a timely manner, the Company has proposed to apply to National Association of Financial Market Institutional Investors for the consolidated registration of multiple types of debt financing instruments, including super short-term commercial paper, short-term commercial paper, medium-term note, perpetual note and asset-backed note, among others, such that the effective period commencing on the date on which the said matter is considered and approved at the AGM and ending on the date of the Company's next annual general meeting. In accordance with Article 107 of the Articles of Association, the aforesaid matter shall require the approval of the Company's shareholders. Hence approval at the AGM of the application for consolidated registration for issuance of multiple types of debt financing instruments for 2025 is sought.

For details, please refer to Special Resolution No. 11 of the AGM Notice.

VI. PROPOSED AUTHORIZATION TO PURCHASE DIRECTORS' AND SENIOR MANAGEMENT'S LIABILITY INSURANCE

The Company shall purchase Directors' and Senior Management's liability insurance every year, and request the general meeting to authorize the Company to purchase Directors' and Senior Management's liability insurance as follows:

Authorization scope:

(1) For insurance contracts with an annual accumulated insurance premium of less than RMB3 million (inclusive of the exact amount), the Company's legal representative or the person authorized by the legal representative is authorized to handle the insurance matters.

(2) For insurance contracts with an annual accumulated insurance premium exceeding RMB3 million (exclusive of the exact amount), the Board of Directors shall resubmit the request to the shareholders' meeting for the relevant authorization.

Under the precondition of obtaining the authorization of the general meeting, agrees to authorize the legal representative of the Company to decide the matters related to the purchase of the liability insurance, including but not limited to: determining other responsible persons, determining the insurance company, determining the insurance scope, determining the insured amount, insurance premium and other insurance clauses, signing relevant legal documents and handling other matters related to the purchase of the insurance, and handling the renewal or re-purchase of the insurance when or before the expiration of the liability insurance contract of Directors and Senior Management.

10 -

LETTER FROM THE BOARD

Authorization period: Three years after the approval of the general meeting.

For details, please refer to Ordinary Resolution No. 12 of the AGM Notice.

VII. AGM

AGM Notice, Proxy Form

The AGM will be convened by the Company at 3:00 p.m. on Friday, 28 March 2025 at 4/F, 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, pass, among others, the following resolutions: (1) Proposal of Profit Distribution for 2024, (2) Proposed General Mandate of the Issuance of Shares for 2025, (3) Proposed Mandate to the Board to Repurchase A Shares for 2025, (4) Proposed Application for Consolidated Registration for Issuance of Multiple Types of Debt Financing Instruments for 2025, (5) Proposed Authorization to Purchase Directors' and Senior Management's Liability Insurance. The AGM Notice is set out on pages 13 to 25 of this circular.

Close of share register

The Company will close its H share register from Friday, 21 March 2025 to Friday, 28 March 2025 (both dates inclusive) to determine qualifications of shareholders to attend and vote at the AGM. Any H Shareholder who wishes to attend and vote at the AGM 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., Thursday, 20 March 2025.

The Company will close its H share register from Friday, 4 April 2025 to Wednesday, 9 April 2025 (both dates inclusive) to determine qualifications of Shareholders to receive the Dividends. Any H Shareholder who wishes to qualify for the Dividends 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., Thursday, 3 April 2025.

The record date and method of payment for the Dividends of A Shareholders shall be separately notified.

LETTER FROM THE BOARD

Voting by way of poll at a general meeting

In accordance with Rule 13.39 (4) of the Hong Kong Listing Rules, all resolutions proposed at a general meeting for consideration and approval if though fit shall be voted upon by way of poll, provided that resolutions pertaining to procedural or administrative matters only may be voted upon by a show of hands if permission for the same is given in good faith by the chairman of the general meeting.

VIII. RECOMMENDATION

The Board is of the view that the resolutions set out in the AGM Notice in respect of the: (1) Proposal of Profit Distribution for 2024, (2) Proposed General Mandate of the Issuance of Shares for 2025, (3) Proposed Mandate to the Board to Repurchase A Shares for 2025, (4) Proposed Application for Consolidated Registration for Issuance of Multiple Types of Debt Financing Instruments for 2025, (5) Proposed Authorization to Purchase Directors' and Senior Management's Liability Insurance, are in the best interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the relevant resolutions at the AGM.

IX. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By Order of the Board
Li Zixue
ZTE Corporation
Chairman

Shenzhen, the PRC
7 March 2025

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)

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 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 2024 Annual General Meeting (the "AGM") of ZTE Corporation (the "Company") will be convened at 3:00 p.m., on Friday, 28 March 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 7 March 2025, unless otherwise required by the context):

Ordinary Resolutions

2024 Annual Report (including 2024 financial report of the Company audited by the Auditor);
2024 Working Report of the Board of Directors;
2024 Working Report of the Supervisory Committee;
2024 Working Report of the President;
Final Financial Accounts for 2024;
Proposal of Profit Distribution for 2024;
13 -

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

Proposal of Profit Distribution for 2024 tabled by the Board of Directors of the Company be approved.

Proposal of Profit Distribution for 2024:

Distribution of RMB6.17 in cash (before tax) for every 10 shares to all shareholders based on the total share capital as at the record date for profit distribution and dividend payment. In the event of changes in the Company's total share capital after the announcement of the Company's profit distribution proposal but before its implementation, the total share capital shall be readjusted on the basis of the total share capital as at the record date for profit and dividend distribution for the purpose of the profit distribution proposal for 2024 according to the existing proportion for distribution.

The Board of Directors hereby request the general meeting to authorise any Directors or the Secretary to the Board of Directors to deal with matters pertaining to profit distribution for 2024 in accordance with the law.

Resolution on the Feasibility Analysis of Hedging Derivatives Trading and the Application for Trading Limits for 2025;

(1) That the Report on the Feasibility Analysis of Hedging Derivatives Trading be approved, and is of the view that the derivatives trading is feasible.

(2) That the Company be authorised by the general meeting for hedging derivatives trading with a limit of the equivalent of USD7.3 billion for 2025 (namely, the trading balance at any point of time during the effective period of the authorisation shall not exceed the equivalent of USD7.3 billion, and 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 the Company's next annual general meeting. The details of the limit are as follows:

i. The limit for foreign exchange derivatives trading shall be the equivalent of USD7.0 billion, such foreign exchange derivative being used for value protection against foreign exchange exposure, future receipts, future receipt and payment forecast and net investment in overseas operations, among others.

ii. The limit for interest rate swap shall be the equivalent of USD0.3 billion, such interest rate swap being used for value protection against foreign currency loans.

(3) That the authorization to the Company's legal representative or the competent representative authorised by the legal representative to sign the derivatives trading agreement and deal with the related matters.

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NOTICE OF THE 2024 ANNUAL GENERAL MEETING

For details, please refer to the “Overseas Regulatory Announcement” published by the Company on 28 February 2025.

Resolution on Proposed Application of Internal Funds in Entrusted Financial Management for 2025;

(1) Authorisation from the AGM is being sought for the Company to utilise internal funds for the purchase of financial management products with strong safety features, sound liquidity and a medium/low risk profile from financial institutions such as banks, securities companies and fund management companies in 2025 for an amount of not more than RMB30 billion.

(2) 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 the Company’s next annual general meeting. The funds may be applied on a rolling basis subject to the aforesaid limit and no further Board approval is required for each specific investment.

(3) That the authorization to the Company’s legal representative or the competent representative authorised by the legal representative to sign the legal contracts and documents pertaining to the aforesaid financial management transactions.

For details, please refer to the “Overseas Regulatory Announcement” published by the Company on 28 February 2025.

Resolution on the Provision of Guarantee Limits for Subsidiaries for 2025;

(1) That the provision of performance guarantee of sales business with a total amount of not more than USD600 million for 8 subsidiaries include ZTE (H.K.) Limited (“ZTE HK”), SINGAPORE CYBERMETA HOLDING PTE. LTD., ZTE Corporation Bangladesh LT, ZTE (Thailand) Company Limit, PT. ZTE INDONES, ZTE Telecom India Pvt. Ltd, ZTE Afghanistan Ltd Co, ZTE Ghana Limited by the Company for 2025 on a revolving basis for an effective term commencing from the date on which the said matter is considered and approved at the general meeting of the Company and ending on the date of the Company’s next annual general meeting be approved. That the Board of Directors be authorised by the general meeting, within the scope and validity of the limits, to make decisions on specific guarantees matters, and the Board of Directors, while obtaining the authorization of the general meeting, sub-authorizes the management of the Company to make decisions and timely disclose the guarantee when it occurs.

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NOTICE OF THE 2024 ANNUAL GENERAL MEETING

(2) That the Company provide guarantee in respect of the performance obligations of 9 subsidiaries include ZTE Corporation South Africa Proprietary Limited, ZTE Nigeria Limited, ZTE Uganda Limited, ZTE Congo SARL, ZTE Corporation Cote D'Ivoire SARL.U, ZTE Ghana Limited, ZTE Zambia Service Limited, ZTE Cameroon SARL, ZTE HK, involved in MTN Group projects under the "Framework Agreement" and its subsidiary contracts for an amount of not more than USD100 million, effective from the date on which a guarantee certificate is issued by the Company to MTN Group to the date on which the "Framework Agreement" expires be approved. That the legal representative of the Company or his duly appointed attorney be authorized to sign pertinent legal contracts and documents be approved.

(3) That the provision of performance guarantee of procurement business with a total amount of not more than USD100 million for 2 subsidiaries include ZTE Intelligent Technology (Nanjing) Co., Ltd., Beijing ZTE Digital Nebula Technology Co., Ltd. by the Company for 2025 on a revolving basis for an effective term commencing from the date on which the said matter is considered and approved at the general meeting of the Company and ending on the date of the Company's next annual general meeting be approved. That the Board of Directors be authorised by the general meeting, within the scope and validity of the limits, to make decisions on specific guarantees matters, and the Board of Directors, while obtaining the authorization of the general meeting, sub-authorizes the management of the Company to make decisions and timely disclose the guarantee when it occurs.

(4) That the Company provide a guarantee amount of no more than USD400 million 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 conclusion when ZTE KANGXUN TELECOM CO., LTD. terminates the procurement from suppliers and that no debt payment is due and outstanding. That the legal representative of the Company or his duly appointed attorney be authorized to sign pertinent legal contracts and documents be approved.

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NOTICE OF THE 2024 ANNUAL GENERAL MEETING

(5) That the provision of performance guarantee of sales business with a total amount of not more than USD10 million for Netaş Bilişim Teknolojileri A.Ş by NETAŞ TELEKOMÜNIKASYON A.Ş. (“Netaş”) for 2025 on a revolving basis for an effective term commencing from the date on which the said matter is considered and approved at the general meeting of the Company and ending on the date of the Company’s next annual general meeting be approved. That the Board of Directors be authorised by the general meeting, within the scope and validity of the limits, to make decisions on specific guarantees matters, and the Board of Directors, while obtaining the authorization of the general meeting, sub-authorizes the management of the Company to make decisions and timely disclose the guarantee when it occurs.

(6) That the proposed reciprocal provision of joint-liability guarantee for 2025 among Netaş and its 3 subsidiaries in respect of composite credit facilities sought from financial institutions for an amount of the equivalent of not more than USD115 million to be applied on a revolving basis for an effective period commencing from the date on which the said matter is considered and approved at the general meeting of the Company and ending on the date of the Company’s next annual general meeting be approved. That Netaş and its subsidiaries be authorised to determine the actual amount and term of guarantee based on negotiations with the financial institutions and actual conditions be approved.

For details, please refer to the “Overseas Regulatory Announcement” published by the Company on 28 February 2025.

Resolution on the Appointment of the Auditor for 2025;

(1) That Ernst & Young Hua Ming LLP be re-appointed as the auditor of the Company’s financial report for 2025 and the financial report audit fees be in the amount of RMB8.30 million (including relevant tax expenses but excluding meal expenses) be approved.

(2) That Ernst & Young Hua Ming LLP be re-appointed as the internal control auditor of the Company for 2025 and the internal control audit fees be in the amount of RMB1.26 million (including relevant tax expenses but excluding meal expenses) be approved.

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

Special Resolution

Resolution on the Proposed Application for Consolidated Registration for Issuance of Multiple Types of Debt Financing Instruments for 2025;

(1) That the apply to National Association of Financial Market Institutional Investors by the Company for the consolidated registration of multiple types of debt financing instruments, including super short-term commercial paper, short-term commercial paper, medium-term note, perpetual note and asset-backed note, among others, be approved, such that the effective period commencing on the date on which the said matter is considered and approved at the general meeting and ending on the date of the Company's next annual general meeting.

(2) That the authorization to the Company's legal representative or the competent representative authorised by the legal representative to deal with matters pertaining to the registration and issuance of multiple types of debt financing instruments be approved, including but not limited to: ① to the extent permitted under laws and regulations, the formulation, revision and adjustment of specific issuance plans for debt financing instruments (including but not limited to the type, timing, amount and number of tranches of issuance and all other matters pertaining to the registration and issuance of specific debt financing instruments) in accordance with the issuance policy of regulatory authorities, market conditions and the Company's requirements, and examination, revision, execution, submission and implementation of and decision to publish agreements, announcements, forms, letters and all other requisite documents, including but not limited to issuance application documents, issue memorandum, underwriting agreements and relevant legal documents, among others, pertaining to the registration and issuance of debt financing instruments; ② appointment of intermediary institutions, including but not limited to the lead underwriter and bookkeeper, in relation to the registration and issuance; ③ processing the registration, issuance, listing and trading, principal and interest payment and all other matters pertaining to the multiple types of debt financing instruments; ④ in the event of changes in regulatory policies or market conditions, making appropriate adjustments to pertinent matters such as specific plans for the issuance of multiple types of debt financing instruments or determining, based on actual conditions, whether to proceed with procedures relating to the specific issuance of debt financing instruments in accordance with the opinion of regulatory authorities; ⑤ performing information disclosure in accordance with applicable regulatory provisions; ⑥ dealing with other matters pertaining to the issuance of multiple types of debt financing instruments not included in the above; ⑦ the authorisation shall come into effect on the date of consideration and approval at the general meeting and shall remain in effect during the valid period of registration of the multiple types of debt financing instruments.

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NOTICE OF THE 2024 ANNUAL GENERAL MEETING

Ordinary Resolution

12. Resolution on the Authorization to Purchase Directors' and Senior Management's Liability Insurance;

(1) Authorization scope:

① For insurance contracts with an annual accumulated insurance premium of less than RMB3 million (inclusive of the exact amount), the Company's legal representative or the person authorized by the legal representative is authorized to handle the insurance matters.

② For insurance contracts with an annual accumulated insurance premium exceeding RMB3 million (exclusive of the exact amount), the Board of Directors shall resubmit the request to the shareholders' meeting for the relevant authorization.

(2) Authorization period: Three years after the approval of the general meeting.

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

Special Resolutions

Resolution on the Application for General Mandate of the Issuance of Shares for 2025;

"That:

(1) Subject to the conditions set out below, the Board of Directors be hereby granted an unconditional and general mandate during the Relevant Period (as defined below) subject to the approval at the general meeting of the Company, to separately or concurrently allot, issue and deal with additional RMB ordinary shares (A Shares) and overseas-listed foreign shares (H Shares) of the Company (including securities convertible into A Shares and/or H Shares of the Company) and to make or grant offers, agreements or options in respect of the above:

i. such mandate shall not extend beyond the Relevant Period, other than in the case of the making or granting of offers, agreements or options by the Board of Directors during the Relevant Period which might require the performance or exercise of such powers after the close of the Relevant Period;

ii. the aggregate nominal amount of the share capital of A Shares and H shares authorised to be allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Board of Directors, shall not exceed 20% of the aggregate nominal amount of each of the share capital of the A Shares and H Shares of the Company in issue (excluding treasury shares, if any) at the date on which this resolution is passed at the general meeting; and

iii. The Board of Directors will only exercise the above authority in compliance with the Company Law of the People's Republic of China (as amended from time to time) and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) and with the necessary approvals of the China Securities Regulatory Commission and/or other relevant PRC government authorities.

(2) For the purpose of this resolution:

"Relevant Period" means the period from the date of the passing of this resolution at the general meeting until the earliest of:

i. the conclusion of the next annual general meeting of the Company following the passing of this resolution; or

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NOTICE OF THE 2024 ANNUAL GENERAL MEETING

ii. the revocation or variation of the authority given to the Board of Directors under this resolution by the passing of a special resolution of the Company at a general meeting;

(3) Where the Board of Directors resolves to issue shares (including securities convertible into A Shares and/or H Shares of the Company) pursuant to the general mandate for 2025 as stated under paragraph (1) of this resolution, the Board of Directors hereby requests the general meeting of the Company to authorise the Board of Directors to approve and execute all documents and deeds and handle all matters or to procure the execution of such documents and deeds and the handling of such matters necessary in their opinion for the issue (including but not limited to determining the time and place for issue, class and number of new shares to be issued, the pricing method and/or issue prices (including price ranges) of the shares, submitting all necessary applications to relevant authorities, entering into underwriting agreements (or any other agreements), determining the use of proceeds, and fulfilling filing and registration requirements of the mainland of the PRC, Hong Kong and other relevant authorities, including but not limited to registration with relevant PRC authorities of the increase in registered share capital as a result of the issue of shares pursuant to paragraph (1) of this resolution); and

(4) The Board of Directors hereby requests the general meeting of the Company to authorise the Board of Directors to amend the Articles of Association as they deem appropriate to increase the registered share capital of the Company and to reflect the new share capital structure of the Company following the proposed allotment and issue of shares of the Company pursuant to paragraph (1) of this resolution."

Resolution on the Application for Mandate of the Repurchase of A Shares for 2025.

(1) The Board of Directors of the Company proposed to request the general meeting to the A share repurchase for 2025 ("share repurchase") mandate granted to the Board of Directors, and the share repurchase shall be used in the employee share ownership schemes or share incentives, or to maintain the Company's value and shareholder equity, which will be sold through centralized bidding trading and shall be conducted by way of call auction in the share trading system of Shenzhen Stock Exchange. Funds shall be the Company's internal funds or other funds in compliance with the requirements of laws and regulations. The price of the share repurchase shall be determined and finalised by the Board of Directors as authorised by the general meeting in accordance with pertinent laws and regulations, taking into account a number of factors, such as conditions in the capital market, movements in the share price of the Company and the Company's financial and operating conditions, among others. The volume to be repurchased shall be determined by the Board of Directors as authorised by the general meeting in accordance with pertinent laws and regulations within the limit of its

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

mandate subject to a cap of 5% of the issued A share capital of the Company as at the date on which the resolution is considered and passed at the general meeting.

(2) In order to capture market opportunities in a timely manner, the general meeting shall grant to the Board of Directors a mandate, which may be delegated by the Board of Directors to relevant persons, with full discretion to deal with matters relating to the share repurchase. The scope of the mandate shall include, but not be limited to, the following:

i. To confirm the final plan and terms of repurchase and deal with matters pertaining to the share repurchase in accordance with the provisions of laws, regulations, rules and regulatory documents, taking into account the actual conditions of the Company and the market;

ii. To amend, adjust or determine at its discretion based on prevailing circumstances matters relating to the repurchase plan, including but not limited to: the specific use of the share repurchase, the total repurchase amount, the price of the share repurchase, the volume of the share repurchase, the implementation of the repurchase, or whether the repurchase plan shall proceed or be terminated and the sale of shares, save in relation to matters required to be voted upon anew at the general meeting under pertinent laws, regulations, rules, regulatory documents, requirements of regulatory authorities and the Articles of Association;

iii. To open a dedicated securities account and other relevant securities accounts for the repurchase;

iv. To repurchase shares at timings deemed appropriate during the repurchase period, including the timing, price and volume of repurchase;

v. To adjust the repurchase plan and continue to deal with matters pertaining to the share repurchase and the sale of shares in accordance with pertinent laws and regulations and requirements of securities regulatory authorities, taking into account market conditions and the actual conditions of the Company, in the event of new requirements on the policy for share repurchases stipulated under laws and regulations or announced by securities regulatory authorities or changes in market conditions, save in relation to matters required to be voted upon anew at the general meeting under pertinent laws, regulations, requirements of securities regulatory authorities or the Articles of Association;

vi. To prepare, amend, supplement, execute, deliver, submit and implement all agreements, contracts and documents incurred in the course of the share repurchase and sale of shares and to report as required;

vii. To notify creditors and communicate with creditor to reach debt settlements;

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

viii. To deal with all other matters that are not stated above but are necessary for the share repurchase.

(3) The mandate shall be in effect from the date on which the resolution is considered and passed at the general meeting to the earlier of the following: (i) the date on which the 2025 Annual General Meeting of the Company concludes (unless extended by way of resolution at the said meeting); or (ii) the date of the general meeting at which the mandate is revoked or modified by the shareholders by way of resolution.

Description:

Resolutions No. 11, 13 and 14 are special resolutions which shall require the approval of two-thirds of the voting rights held by shareholders attending the AGM in order to be passed. Other resolutions are ordinary resolutions which shall require the approval of a majority of the voting rights held by shareholders attending the AGM in order to be passed.

Resolution No. 3 has been considered and approved at the Twenty-second Meeting of the Ninth Session of the Supervisory Committee of the Company held on 28 February 2025. Other Resolutions have been considered and approved at Forty-first Meeting of the Ninth Session of the Board of Directors of the Company held on 28 February 2025. For the details of the aforesaid resolutions, please refer to the relevant announcements published on by the Company on 28 February 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.

The Independent Non-executive Directors of the Company will give a report at the AGM on the performance of their duties.

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

Notes:

The Company will close its H share register from Friday, 21 March 2025 to Friday, 28 March 2025 (both dates inclusive) to determine qualifications of shareholders to attend and vote at the AGM. Any H Shareholder who wishes to attend and vote at the AGM 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., Thursday, 20 March 2025. The holders of the H Shares whose names appeared on the register of members of the Company on Friday, 28 March 2025 are entitled to attend and vote in respect of all resolutions to be proposed at the AGM.
The Company will close its H share register from Friday, 4 April 2025 to Wednesday, 9 April 2025 (both dates inclusive) to determine qualifications of shareholders to receive the Dividends. Any H Shareholder who wishes to qualify for the Dividends 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., Thursday, 3 April 2025. The holders of the H Shares whose names appeared on the register of members of the Company on Wednesday, 9 April 2025 are entitled to receive the Dividends.
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 AGM 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 AGM or any adjournment thereof if he so wishes. In such cases, the voting proxy shall be deemed to have been withdrawn.
A Shareholder entitled to attend and vote at the AGM 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.
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.
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NOTICE OF THE 2024 ANNUAL GENERAL MEETING

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

By Order of the Board
Li Zixue
Chairman

Shenzhen, the PRC
7 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.

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AI assistant

ZTE Corporation Proxy Solicitation & Information Statement 2025

49452_rns_2025-03-06_545bef6b-41ef-4cbe-ad88-39abed4a4fa7.pdf

ZTE

ZTE CORPORATION

中興通訊股份有限公司

DEFINITIONS

ZTE

ZTE CORPORATION

中興通訊股份有限公司

I. INTRODUCTION

II. PROPOSAL OF PROFIT DISTRIBUTION FOR 2024

III. PROPOSED GENERAL MANDATE OF THE ISSUANCE OF SHARES FOR 2025

IV. PROPOSED MANDATE TO THE BOARD TO REPURCHASE A SHARES FOR 2025

V. PROPOSED APPLICATION FOR CONSOLIDATED REGISTRATION FOR ISSUANCE OF MULTIPLE TYPES OF DEBT FINANCING INSTRUMENTS FOR 2025

VI. PROPOSED AUTHORIZATION TO PURCHASE DIRECTORS' AND SENIOR MANAGEMENT'S LIABILITY INSURANCE

VII. AGM

AGM Notice, Proxy Form

Close of share register

ZTE CORPORATION

中興通訊股份有限公司

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

Ordinary Resolutions

Special Resolution

Ordinary Resolution

12. Resolution on the Authorization to Purchase Directors' and Senior Management's Liability Insurance;

(1) Authorization scope:

(2) Authorization period: Three years after the approval of the general meeting.

Special Resolutions

AI assistant

ZTE Corporation — Proxy Solicitation & Information Statement 2025

49452_rns_2025-03-06_545bef6b-41ef-4cbe-ad88-39abed4a4fa7.pdf

ZTE

ZTE CORPORATION

中興通訊股份有限公司

DEFINITIONS

ZTE

ZTE CORPORATION

中興通訊股份有限公司

I. INTRODUCTION

II. PROPOSAL OF PROFIT DISTRIBUTION FOR 2024

III. PROPOSED GENERAL MANDATE OF THE ISSUANCE OF SHARES FOR 2025

IV. PROPOSED MANDATE TO THE BOARD TO REPURCHASE A SHARES FOR 2025

V. PROPOSED APPLICATION FOR CONSOLIDATED REGISTRATION FOR ISSUANCE OF MULTIPLE TYPES OF DEBT FINANCING INSTRUMENTS FOR 2025

VI. PROPOSED AUTHORIZATION TO PURCHASE DIRECTORS' AND SENIOR MANAGEMENT'S LIABILITY INSURANCE

VII. AGM

AGM Notice, Proxy Form

Close of share register

ZTE CORPORATION

中興通訊股份有限公司

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

Ordinary Resolutions

Special Resolution

Ordinary Resolution

12. Resolution on the Authorization to Purchase Directors' and Senior Management's Liability Insurance;

(1) Authorization scope:

(2) Authorization period: Three years after the approval of the general meeting.

Special Resolutions

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ZTE Corporation Proxy Solicitation & Information Statement 2025