China Tower Corporation Limited — Proxy Solicitation & Information Statement 2021

Dec 29, 2021

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

==> picture [46 x 34] intentionally omitted <==

China Tower Corporation Limited 中國鐵塔股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 0788)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2022

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting of China Tower Corporation Limited (the “ Company ”) of 2022 (the “ EGM ”) will be held at 10:00 a.m. on Friday, 14 January 2022 at Room 101, Building 12, China Tower Industrial Park, No. 9 Dongran North Street, Haidian District, Beijing, PRC, to consider and, if thought fit, pass the following businesses:

ORDINARY RESOLUTIONS

1. To consider and approve, by way of separate ordinary resolutions, each of the following resolutions in relation to the election of the members of the third session of the board of directors of the Company (the “ Board ”):

   • 1.1 THAT the re-election of Mr. Zhang Zhiyong as an executive director of the Company be and is hereby considered and approved; and THAT the Board be and is hereby authorised to determine his remuneration.

   • 1.2 THAT the re-election of Mr. Gu Xiaomin as an executive director of the Company be and is hereby considered and approved; and THAT the Board be and is hereby authorised to determine his remuneration.

   • 1.3 THAT the re-election of Mr. Gao Tongqing as a non-executive director of the Company be and is hereby considered and approved.

   • 1.4 THAT the re-election of Mr. Mai Yanzhou as a non-executive director of the Company be and is hereby considered and approved.

   • 1.5 THAT the election of Mr. Liu Guiqing as a non-executive director of the Company be and is hereby considered and approved; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the director’s service contract with Mr. Liu Guiqing.

– 1 –

• 1.6 THAT the election of Mr. Zhang Guohou as an independent non-executive director of the Company be and is hereby considered and approved; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the director’s service contract with Mr. Zhang Guohou, and THAT the Board be and is hereby authorised to determine his remuneration.

• 1.7 THAT the re-election of Mr. Deng Shiji as an independent non-executive director of the Company be and is hereby considered and approved; and THAT the Board be and is hereby authorised to determine his remuneration.

• 1.8 THAT the election of Mr. Hu Zhanghong as an independent non-executive director of the Company be and is hereby considered and approved; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the director’s service contract with Mr. Hu Zhanghong, and THAT the Board be and is hereby authorised to determine his remuneration.

1. To consider and approve, by way of separate ordinary resolutions, each of the following resolutions in relation to the election of the members of the third session of the supervisory committee of the Company:

   • 2.1 THAT the election of Mr. Liu Wei as a supervisor of the Company be and is hereby considered and approved; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the supervisor’s service contract with Mr. Liu Wei.

   • 2.2 THAT the re-election of Mr. Li Zhangting as a supervisor of the Company be and is hereby considered and approved.

   • 2.3 THAT the election of Ms. Han Fang as a supervisor of the Company be and is hereby considered and approved; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the supervisor’s service contract with Ms. Han Fang.

   • 2.4 THAT the re-election of Ms. Li Tienan as a supervisor of the Company be and is hereby considered and approved.

By Order of the Board

China Tower Corporation Limited Chu Ka Yee Company Secretary

Hong Kong, 29 December 2021

– 2 –

Notes:

1. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 29 December 2021.

2. Biographical details of the proposed directors and supervisors of the Company within the aforesaid resolutions No. 1 and No. 2 are set out in the Appendix to the circular of the Company dated 29 December 2021.

3. The H Share register of members of the Company will be closed, for the purpose of determining H Shareholders’ entitlement to attend the EGM, from Tuesday, 11 January 2022 to Friday, 14 January 2022 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the EGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Monday, 10 January 2022. H Shareholders who are registered with Computershare Hong Kong Investor Services Limited on Friday, 14 January 2022 are entitled to attend the EGM.

4. The health of Shareholders, staff and stakeholders is of paramount importance to the Company. In light of the Novel Coronavirus (“COVID-19”) outbreak, the Company encourages that the Shareholders to consider appointing the Chairman of the meeting as his/her proxy to vote on the relevant resolutions at the EGM, instead of attending the EGM in person. The Company will comply with applicable laws and regulations, and will implement the appropriate precautionary measures at the EGM to protect attending Shareholders, staff and stakeholders from the risk of infection. The Directors (including the Chairman of the Board) may attend the EGM remotely through video or telephone conference facilities if needed. The Chairman of the Board and Chairmen of the Board committees will be available either in person or through video or telephone conference facilities to answer questions from Shareholders at the EGM. Depending on the evolvement of the COVID-19 outbreak, the Company may adjust or reschedule the EGM in accordance with the applicable laws and regulations.

5. Each Shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his/her behalf at the EGM. A proxy need not be a Shareholder.

6. To be valid, the form of proxy together with the power of attorney or other authorization document (if any) signed by the authorized person or notarially certified power of attorney must be completed and delivered to the headquarters of the Company for Domestic Shareholders or to the Computershare Hong Kong Investor Services Limited for H Shareholders no later than 24 hours before the designated time (i.e. before 10:00 a.m. on 13 January 2022) for the holding of the EGM. The address of the headquarters of the Company is Room 101, LG1 to 3/F, Building 14, North District, Yard No. 9, Dongran North Street, Haidian District, Beijing, PRC, postal code: 100195; telephone: (8610) 6870 8806. The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; telephone: (852) 2862 8555. Completion and return of a form of proxy will not preclude a Shareholder from attending in person and voting at the EGM if he/she so wishes.

7. Shareholders attending the EGM in person or by proxy shall present their identity certification. If the attending Shareholder is a corporation, its legal representative or person authorized by the board or other decision making authority shall present a copy of the relevant resolution of its board or other decision making authority in order to attend the EGM.

8. All resolutions to be proposed at the EGM will be voted by poll.

9. The EGM is expected to last for half a day. Shareholders (in person or by proxy) attending the EGM shall be responsible for their own transport and accommodation expenses.

10. The English translation of this notice is for reference only, and in case of any inconsistency, the Chinese version shall prevail.

As at the date of this notice, the Board of the Company comprises:

Executive directors : Zhang Zhiyong (Chairman of the Board) and Gu Xiaomin (General Manager) Non-executive directors : Gao Tongqing and Mai Yanzhou Independent non-executive directors : Fan Cheng, Tse Yung Hoi and Deng Shiji

– 3 –