ZTE : 1) Proposed Election and Appointment of Non-independent Directors of the Eighth Session of the Board (2) Proposed Election and Appointment of Independent Non-executive Directors of the Eighth Session of the Board and (3) Proposed Election and Appointment of Shareholders’Representative Supervisors of the Eighth Session of the Supervisory Committee

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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)

(1) Proposed Election and Appointment of Non-independent Directors of the

Eighth Session of the Board

(2) Proposed Election and Appointment of Independent Non-executive Directors of the Eighth Session of the Board and

(3) Proposed Election and Appointment of Shareholders' Representative

Supervisors of the Eighth Session of the Supervisory Committee

As the term of office of the Seventh Session of the Board and the Seventh Session of the Supervisory Committee of the Company will conclude on 29 March 2019, the EGM will be held by the Company for the shareholders to consider and, if thought fit, pass, the resolutions in relation to (1) Proposed Election and Appointment of Non-independent Directors of the Eighth Session of the Board, (2) Proposed Election and Appointment of Independent Non-executive Directors of the Eighth Session of the Board, and (3) Proposed Election and Appointment of Shareholders' Representative Supervisors of the Eighth Session of the Supervisory Committee. A notice of the EGM, the proxy form and reply slip for use at the EGM will be despatched to the shareholders as soon as practicable according to the Hong Kong Listing Rules and the Articles of Association. A circular containing further details will be despatched to the shareholders as soon as practicable.

INTRODUCTION

As the term of office of the Seventh Session of the Board and the Seventh Session of the Supervisory Committee of the Company will conclude on 29 March 2019, the EGM will be held by the Company for the shareholders to consider and, if thought fit, pass, the resolutions in relation to (1) Proposed Election and Appointment of Non-independent Directors of the Eighth Session of the Board, (2) Proposed Election and Appointment of Independent Non-executive Directors of the Eighth Session of the Board, and (3) Proposed Election and Appointment of Shareholders' Representative Supervisors of the Eighth Session of the Supervisory Committee.

PROPOSED ELECTION AND APPOINTMENT OF NON-INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

At the Forty-fourth Meeting of the Seventh Session of the Board held on 17 January 2019, it was resolved that the re-election of the Board will be held, as the term of office of the Seventh Session of the Board of the Company will conclude on 29 March 2019. Upon the recommendation of the Nomination Committee of the Board, the Seventh Session of the Board of the Company has nominated Mr. Li Zixue, Mr. Xu Ziyang, Mr. Li Buqing, Mr. Gu Junying, Mr. Zhu Weimin and Ms. Fang Rong as candidates for non-independent Directors of the Eighth Session of the Board of the Company.

The term of office of the Candidates for non-independent Directors of the Eighth Session of the Board shall, following the passing of the shareholders' resolution approving the appointments, commence on 30 March 2019 and end on 29 March 2022.

Please refer to Appendix I and Appendix IV for brief biographies and other information relating to the Candidates for non-independent Directors listed above.

The proposal will be submitted, by way of ordinary resolution, for the shareholders' consideration and approval at the EGM.

PROPOSED ELECTION AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

At the Forty-fourth Meeting of the Seventh Session of the Board held on 17 January 2019, it was resolved that the re-election of the Board will be held, as the term of office of the Seventh Session of the Board of the Company will conclude on 29 March 2019. Upon the recommendation of the Nomination Committee of the Board, the Seventh Session of the Board of the Company has nominated Ms. Cai Manli, Mr. Yuming Bao and Mr. Gordon Ng as candidates for independent non-executive Directors of the Eighth Session of the Board of the Company.

The term of office of the Candidates for independent non-executive Directors of the Eighth Session of the Board shall, following the passing of the shareholders' resolution approving the appointments, commence on 30 March 2019 and end on 29 March 2022.

Please refer to Appendix II and Appendix IV for brief biographies and other information relating to the Candidates for independent non-executive Directors listed above.

Qualifications and independence for the aforesaid Candidates for independent non-executive Directors will be approved by SZSE without dissent for the record and then tabled at the EGM for voting.

The proposal will be submitted, by way of ordinary resolution, for the shareholders' consideration and approval at the EGM.

PROPOSED ELECTION AND APPOINTMENT OF SHAREHOLDERS'

REPRESENTATIVE SUPERVISORS OF THE EIGHTH SESSION OF THE SUPERVISORY COMMITTEE

At the Thirty-fourth Meeting of the Seventh Session of the Supervisory Committee held on 17 January 2019, it was resolved that the re-election of the Supervisory Committee will be held, as the term of office of the Seventh Session of the Supervisory Committee of the Company will conclude on 29 March 2019. The Seventh Session of the Supervisory Committee of the Company has nominated Mr.

Shang Xiaofeng and Ms. Zhang Sufang as candidates for shareholders' representative Supervisors of the Eighth Session of the Supervisory Committee of the Company.

The term of office of the Candidates for shareholders' representative Supervisors of the Eighth Session of the Supervisory Committee shall, following the shareholders' resolution approving their appointments, commence on 30 March 2019 and end on 29 March 2022.

Please refer to Appendix III and Appendix IV for brief biographies and other information relating to the Candidates for Supervisors listed above.

The proposal will be submitted, by way of ordinary resolution, for the shareholders' consideration and approval at the EGM.

EGM

The EGM will be held by the Company 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 9:00 a.m. on Wednesday, 20 March 2019, for the shareholders to consider and, if thought fit, pass, the resolutions in relation to (1) Proposed Election and Appointment of Non-independent Directors of the Eighth Session of the Board, (2) Proposed Election and Appointment of Independent Non-executive Directors of the Eighth Session of the Board and (3) Proposed Election and Appointment of Shareholders' Representative Supervisors of the Eighth Session of the Supervisory Committee. A notice of the EGM, the proxy form and reply slip for use at the EGM will be despatched to the shareholders as soon as practicable according to the Hong Kong Listing Rules and the Articles of Association. A circular containing further details will be despatched to the Shareholders as soon as practicable.

DEFINITIONS

Unless the context otherwise requires, the terms used in this announcement shall have the following meanings:

A Share(s) or Domestic 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
Articles of Association	The Articles of Association of the Company
Board	The Board of Directors of the Company
Candidate(s) for Director(s)	Candidate(s) for Director(s) of the Eighth Session of the Board
Candidate(s) for Supervisor(s)	Candidate(s) for shareholders' representative supervisor(s) of the Eighth Session of the Supervisory Committee
China or the PRC	The People's Republic of China
Company or ZTE	ZTE Corporation, a joint stock limited company incorporated on 11 November 1997 under the Company Law of the People's Republic of China, whose shares are listed on the SEHK and the SZSE
Director(s)	Member(s) of the Board of Directors of the Company
EGM	The First Extraordinary General Meeting of 2019 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 9 : 00 a.m. on Wednesday, 20 March 2019
EGM Notice	Notice of the First Extraordinary General Meeting of 2019
Group	The Company and the subsidiaries included in its consolidated financial statements
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
Hong Kong Listing Rules	Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
RMB	Renminbi, the statutory currency of the PRC
SEHK	The Stock Exchange of Hong Kong Limited
SFO	Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
Shares	A Share(s) or Domestic Share(s) and H Share(s)
SZSE	The Shenzhen Stock Exchange
Supervisor(s)	Member(s) of the Supervisory Committee of the Company
Supervisory Committee	The Supervisory Committee of the Company
Zhongxingxin	Zhongxingxin Telecom Company Limited, the controlling shareholder of the Company

By Order of the Board

Li Zixue Chairman

Shenzhen, the PRC

17 January 2019

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, Li Buqing, Zhu Weimin, Fang Rong; and three independent non-executive directors, Cai Manli, Yuming Bao, Gordon Ng.