ZTE : Announcement Resolutions of the Thirty-fourth Meeting of the Eighth Session of the Board of Directors

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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)

Announcement Resolutions of the Thirty-fourth Meeting of the Eighth Session

of the Board of Directors

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

ZTE Corporation (the "Company") issued the "Notice of the Thirty-fourth Meeting of the Eighth Session of the Board of Directors of the Company" to all the Directors of the Company by electronic mail on 14 April 2021. The Thirty-fourth Meeting of the Eighth Session of the Board of Directors of the Company (the "Meeting") was convened at the Shenzhen headquarters of the Company and other locations by way of video and telephone conference on 28 April 2021. The Meeting was presided over by Mr. Li Zixue, Chairman. 9 Directors were required to attend the Meeting and duly attended the Meeting. Members of the Supervisory Committee of the Company and certain personnel concerned also attended the Meeting. The Meeting was convened and held in accordance with the relevant laws, administrative regulations, departmental rules and the Articles of Association of ZTE Corporation (the "Articles of Association"), and was legal and valid.

The following resolutions were considered and approved at the Meeting:

I. Consideration and approval of the "2021 First Quarterly Report".

Voting result: For: 9; Against: 0; Abstained: 0.

1. Consideration and approval of the "Resolutions on the Appointment of the Auditor for 2021" on an individual basis and approval of submission to the general meeting of the Company for consideration, the details of which are as follows:
   1. That Ernst & Young Hua Ming LLP be re-appointed as the auditor of the Company's financial report for 2021 and the financial report audit fees be in the amount of RMB7.90 million (including relevant tax expenses but excluding meal expenses).

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Voting result: For: 9; Against: 0; Abstained: 0.

2. That Ernst & Young Hua Ming LLP be re-appointed as the internal control auditor of the Company for 2021 and the internal control audit fees be in the amount of RMB1.20 million (including relevant tax expenses but excluding meal expenses).

Voting result: For: 9; Against: 0; Abstained: 0.

For details, please refer to the "Overseas Regulatory Announcement" published on the same date as this announcement.

1. Consideration and approval of the "Resolution on the execution of the 'Supplementary Agreement of Property and Equipment and Facilities Lease Framework Agreement' with Zhongxing Hetai, a connected party", the details of which are as follows:
   1. That the execution in accordance with the law of the "Supplementary Agreement of Property and Equipment and Facilities Lease Framework Agreement" between the Company and Shenzhen Zhongxing Hetai Hotel Investment and Management Company Limited
   ("Zhongxing Hetai"), a connected party, with the amount of connected transactions in connection with the lease of properties and equipment and facilities by the Company and subsidiaries to Zhongxing Hetai and its subsidiaries under this agreement for the years 2020 and 2021 adjusted to RMB 46.65 million and RMB 59.72 million, respectively, be approved;

2. That the legal representative of the Company or his authorised signatory be authorised to sign the "Supplementary Agreement of Property and Equipment and Facilities Lease Framework Agreement", among others, in accordance with the law.

Owing to her capacity as director of Zhongxing Hetai, Ms. Fang Rong, Director, did not take part in the voting in respect of this resolution at the Meeting.

Voting results: For: 8; Against: 0; Abstained: 0.

For details, please refer to the "Overseas Regulatory Announcement" published on the same date as this announcement.

IV. Consideration and approval of the "Resolution on 2021 Performance Management Measures for the President".

As President of the Company, Mr. Xu Ziyang, Director, did not take part in the voting in respect of the resolution at the Meeting.

Voting results: For: 8; Against: 0; Abstained: 0.

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V. Consideration and approval of the "Resolution on 2021 Performance Management Measures for Other Senior Management Personnel, the Chairman of the Board of Directors and the Chairman of the Supervisory Committee".

Mr. Li Zixue, Chairman, did not take part in the voting in respect of the resolution at the Meeting.

As Executive Vice President of the Company, Mr. Gu Junying, Director, did not take part in the voting in respect of the resolution at the Meeting.

Voting results: For: 7; Against: 0; Abstained: 0.

VI. Consideration and approval of the "Resolution on 2021 Remuneration Budget".

Voting results: For: 9; Against: 0; Abstained: 0.

By Order of the Board

Li Zixue

Chairman

Shenzhen, the PRC

28 April 2021

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, Gordon Ng, Zhuang Jiansheng.

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