Nanjing Sample Technology Company Limited — Proxy Solicitation & Information Statement 2022

Dec 19, 2022

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this Supplemental 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 or transferred all your shares in China Telecom Corporation Limited, you should at once hand this Supplemental Circular together with the accompanying Revised Form of Proxy to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

This Supplemental Circular is solely for the purpose of providing shareholders with certain information in connection with an extraordinary general meeting of the Company and is not an offer to sell or a solicitation of an offer to buy any securities.

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China Telecom Corporation Limited 中 国 电 信 股 份 有 限 公 司

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 728)

SUPPLEMENTAL CIRCULAR

LEASE OF TELECOMMUNICATIONS TOWERS

FROM CHINA TOWER

AND

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

This Supplemental Circular should be read in conjunction with the Original Circular of the Company dated 13 December 2022.

The Extraordinary General Meeting initially scheduled to be held at China Telecom Museum, No. 42 Xueyuan Road, Haidian District, Beijing, PRC at 10:00 a.m. on 30 December 2022 will be postponed to 10:00 a.m. on 6 January 2023. A Supplemental Notice of EGM dated 19 December 2022 is set out on pages 12 to 14 of this Supplemental Circular.

The Revised Form of Proxy of the EGM is enclosed to this Supplemental Circular. Whether or not you are able to attend the Extraordinary General Meeting, you are requested to complete and return the enclosed Revised Form of Proxy in accordance with the instructions printed thereon as soon as practicable and in any event by not later than 24 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the Revised Form of Proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting should you so wish.

19 December 2022

CONTENTS

	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Supplemental Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

In this Supplemental Circular, unless the context otherwise requires, the following terms and expressions have the following meanings:

• ‘‘2022 Announcement’’

• the announcement of the Company published on 13 December 2022 where the Company announced, among other things, that the Company and China Tower entered into the Commercial Pricing Agreement and the Service Agreement

• ‘‘A Share(s)’’

• the ordinary shares issued by the Company, with a Renminbidenominated par value of RMB1.00, which are subscribed for and paid up in Renminbi and are listed on the Shanghai Stock Exchange

• ‘‘Announcements’’

• the announcements of the Company published on 8 July 2016 and 1 February 2018 in relation to the pricing arrangement of the Company’s leasing of telecommunications towers and related assets from China Tower

• ‘‘Board’’ the board of Directors of the Company

• ‘‘Closing Time’’

• 24 hours before the time designated for holding the EGM, or any adjournment thereof

• ‘‘China Tower’’

• China Tower Corporation Limited (中國鐵塔股份有限公司), a joint stock limited company incorporated in the PRC with limited liability on 15 July 2014 with its H Shares listed on the Hong Kong Stock Exchange (stock code: 788) and whose principal business is the construction, maintenance and operation of telecommunications towers

• ‘‘Company’’

• China Telecom Corporation Limited (中國電信股份有限公司), a joint stock limited company incorporated in the PRC with limited liability on 10 September 2002, with its H Shares listed on the Stock Exchange (stock code: 728) and its A Shares listed on the Shanghai Stock Exchange (stock code: 601728) and whose principal business is the provision of fundamental telecommunications businesses including comprehensive wireline communications services, mobile communications services, value-added telecommunications services such as Internet access services, information services and other related services

• ‘‘Director(s)’’ the director(s) of the Company

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DEFINITIONS

• ‘‘EGM’’ or ‘‘Extraordinary General Meeting’’

• the extraordinary general meeting of the Company initially scheduled to be convened on 30 December 2022 and postponed to 6 January 2023, or any adjournment thereof, the original notice and the supplemental notice of which are set out in the Original Circular and this Supplemental Circular,

• ‘‘H Share(s)’’ the ordinary shares issued by the Company, with a Renminbi denominated par value of RMB1.00, which are subscribed for and paid up in a currency other than Renminbi and are listed on the Stock Exchange

• ‘‘Hong Kong’’ Hong Kong Special Administrative Region of the PRC

• ‘‘Hong Kong Listing Rules’’

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

• ‘‘Original Circular’’ the circular of the Company dated 13 December 2022

• ‘‘Original Form of Proxy’’ the form of proxy of the Company dated 13 December 2022

‘‘Original Notice of EGM’’ the notice of Extraordinary General Meeting of the Company dated 13 December 2022

• ‘‘PRC’’ the People’s Republic of China (excluding, for the purposes of this circular, Hong Kong, the Macau Special Administrative Region, and Taiwan)

• ‘‘Revised Form of Proxy’’ the revised form of proxy of the Company dated 19 December 2022

• ‘‘Shanghai Stock Exchange’’ Shanghai Stock Exchange

• ‘‘Shareholders’’ shareholders of the Company

• ‘‘SSE Listing Rules’’ the Rules Governing the Listing of Stocks on Shanghai Stock Exchange

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Supplemental Circular’’ this supplemental circular of the Company dated 19 December 2022

• ‘‘Supplemental Notice of EGM’’ the supplemental notice of the Extraordinary General Meeting of the Company dated 19 December 2022

Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the Announcements and the 2022 Announcement.

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LETTER FROM THE BOARD

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China Telecom Corporation Limited 中 国 电 信 股 份 有 限 公 司

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

(Stock Code: 728)

Executive Directors:

Ke Ruiwen Shao Guanglu Liu Guiqing Tang Ke

Registered office: 31 Jinrong Street Xicheng District Beijing 100033, PRC

Principal place of business

Non-Executive Director: Chen Shengguang

Independent Non-Executive Directors:

Tse Hau Yin, Aloysius Xu Erming Wang Hsuehming Yeung Chi Wai, Jason

in Hong Kong:

28th Floor Everbright Centre 108 Gloucester Road Wanchai, Hong Kong

19 December 2022

To the Shareholders

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR LEASE OF TELECOMMUNICATIONS TOWERS FROM CHINA TOWER

AND

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

References are made to the Original Circular and the Original Notice of EGM of the Company dated 13 December 2022, which set out the time and venue of the Extraordinary General Meeting and the resolutions to be considered and approved by the Shareholders at the EGM.

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LETTER FROM THE BOARD

The Board agreed to propose a resolution on entering into agreements in relation to affiliated transactions with China Tower Corporation Limited and the expected 2023 annual caps in respect of such affiliated transactions for consideration at the EGM and postpone the EGM to 10:00 a.m. on Friday, 6 January 2023.

The purpose of this Supplemental Circular is to provide you with information regarding such new ordinary resolution to be proposed at the EGM and to set out the Supplemental Notice of EGM.

2. ENTERING INTO AGREEMENTS IN RELATION TO AFFILIATED TRANSACTIONS WITH CHINA TOWER AND EXPECTED 2023 ANNUAL CAPS IN RESPECT OF SUCH AFFILIATED TRANSACTIONS

Reference is made to the Announcements in relation to the pricing arrangement of the Company’s leasing of telecommunications towers and related assets from China Tower, and that both parties have entered into the existing commercial pricing agreement and its supplemental agreement. The existing commercial pricing agreement and its supplemental agreement will expire on 31 December 2022. Reference is also made to the 2022 Announcement announcing that, after mutual negotiations and discussions on an arm’s length basis, on 13 December 2022, the Board approved the entering into of the Commercial Pricing Agreement and the Service Agreement, with China Tower by the Company with a term of five years commencing from 1 January 2023 to 31 December 2027. Pursuant to the Commercial Pricing Agreement and the Service Agreement, China Tower will continue to provide leasing of telecommunications towers and other related services to the Company.

Major Terms of the Commercial Pricing Agreement and the Service Agreement

The Company and China Tower have agreed on the terms of the Commercial Pricing Agreement and the Service Agreement, the principal terms of which are set out as follows:

(a) Parties:

Lessee: the Company

Lessor: China Tower

• (b) Term of the Agreements:

Five years from 1 January 2023 to 31 December 2027.

(c) Tower Products:

Under the Commercial Pricing Agreement and the Service Agreement, China Tower will mainly provide leasing services of telecommunication towers, including New Towers and Acquired Towers, to the Company.

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LETTER FROM THE BOARD

The pricing basis and formulae for tower products are set out as follows:

(i) Basis of Pricing

The pricing for leasing of telecommunications towers and services provided by China Tower shall be on an arm’s length basis and be primarily based on the relevant asset’s construction cost, depreciation life, site cost, maintenance expense and other costs, among other factors, and determined with reference to certain cost markup margin rate and co-sharing discount rates.

(ii) Pricing Formula for New Towers

The pricing formula for New Towers is set out as below:

Base price = (∑ standard construction cost/depreciable life × (1 + depletion rate) + maintenance cost) × (1 + markup margin rate)

Product price = Base price × (1 – co-sharing discount rate 1) + (site cost + electricity connection cost) × (1 – co-sharing discount rate 2)

In order to reflect the difference in the standard construction costs of New Towers in different geographical areas, 31 provinces have been divided into four categories with different adjustment coefficients. The maintenance cost shall be determined by public tender or on a negotiated lump sum basis. The depletion rate shall be 2%. The markup margin rate shall be 10%. The site cost and electricity connection cost shall be priced on either a lump sum or itemised basis. In order to leverage the advantages of tower sharing, China Tower will offer the following co-sharing discounts:

Co-sharing discount rate 1

In respect of the base price, China Tower shall apply 32.4% discount to such towers shared by two lessees, and a 42.4% discount shall apply to such towers shared among three lessees, and the original owner of acquired resources and the first sole occupier of these towers will benefit from a first occupier discount policy (i.e. an extra 5% discount in addition to the aforesaid sharing discount(s))

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LETTER FROM THE BOARD

Co-sharing discount rate 2

In respect of the site cost and the electricity connection cost, China Tower shall apply a 40% discount to such towers shared by two lessees, and a 50% discount shall apply to such towers shared among three lessees, and the original owner of acquired resources and the first sole occupier of these towers will benefit from a first occupier discount policy (i.e. an extra 5% discount in addition to the aforesaid sharing discount(s))

(iii) Pricing formula for Acquired Towers

The pricing formula for Acquired Towers is set out as below:

• Base price = (∑ standard construction cost of New Towers/depreciable life of New Towers × discount rate × (1 + depletion rate) + maintenance cost) × (1 + markup margin rate)

• Product price = Base price × (1 – co-sharing discount rate 1) + site cost × (1 – co-sharing discount rate 2)

• Discount rate = (∑ appraised value ÷ useful lives of depreciation of Acquired Towers)/(∑ (∑ standard construction cost of New Towers of the category ÷ depreciable life of New Towers × percentage of Acquired Towers of the same category) × number of Acquired Towers)

The product catalogue and pricing formula for Acquired Towers is principally consistent with that for New Towers, save that no electricity connection costs will be charged for Acquired Towers. New construction geographical coefficients and wind pressure adjustment coefficients will not be taken into account for Acquired Towers, and the discount rate will be determined by province according to the proportion of the adjusted depreciation expense of Acquired Towers to that of New Towers.

The co-sharing discount rates and provisions are consistent with those for New Towers. Existing co-sharing parties who shared the Acquired Towers with the original property owner before 31 October 2015 will be charged 27.6% of the base price and 30% of the site cost. The original property owner will be charged 67.6% (if there are two lessees) or 57.6% (if there are three lessees) of the base price and 70% (if there are two lessees) or 40% (if there are three lessees) of the site cost. When an additional third lessee is introduced, the product price for the existing co-sharing parties will remain unchanged, while the original property owner will be charged 57.6% of the base price and 45% of the site cost.

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LETTER FROM THE BOARD

(iv) Pricing Adjustment Mechanism

Parties may, taking into account factors such as inflation, adjust the maintenance cost and the site cost with reference to the consumer price index in the preceding year. In the event of significant fluctuations in the real estate market or steel price, parties shall also negotiate on adjustments to the site cost and the product price, etc. having regard to such fluctuations.

(d) Other Products

Apart from tower products, China Tower will also provide indoor distribution system products, transmission products and service products to the Company under the Commercial Pricing Agreement and the Service Agreement:

Indoor distribution system Indoor distribution systems for commercial products buildings and tunnels Transmission products Pipelines, pole lines, optical fiber, public manholes and routes to sites, etc.

Service products Power service, gasoline or diesel power generation service and extra battery assurance service

(e) Payment Term

Service fees are payable in arrears on a monthly basis, by the 25th day of each month.

(f) Total Value of Right-of-Use Assets

In accordance with International Financial Reporting Standards 16 ‘‘Leases’’ applicable to the Group, the Company expects that the total value of right-of-use assets to be recognized in connection with transactions under the Commercial Pricing Agreement and the Service Agreement will be no more than RMB52 billion (unaudited), which includes telecommunications tower assets that are currently leased and expected to continue to be leased under the Commercial Pricing Agreement and the Service Agreement (from 1 January 2023 to 31 December 2027), as well as telecommunications tower assets that are expected to be newly leased in 2023. The final amount of right-of-use assets to be recorded by the Group will be subject to audit.

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LETTER FROM THE BOARD

Historical Transaction Amounts

For the purposes of the SSE Listing Rules, the expected caps for the year ending 31 December 2022 and the transaction amounts for the 11 months ended 30 November 2022 for the affiliated transactions under the existing commercial pricing agreement are set out as follows:

Transaction Expected caps for amounts for the the year ending 11 months ended 31 December 2022 30 November 2022 Rental fees on China Tower related assets and interest expenses on lease liability RMB15.1 billion RMB11.135 billion Increase in right-of-use assets RMB4 billion RMB1.860 billion

During the year of 2022, there are no actual increase in affiliated transactions between the Company and China Tower, other than those routine affiliated transactions which have been considered, approved and disclosed in announcements as required under the SSE Listing Rules.

(g) Annual Caps

For the purposes of the SSE Listing Rules, the expected caps for the transactions expected to be conducted under the Commercial Pricing Agreement and the Service Agreement for the year ending 31 December 2023 are set out as follows:

Expected caps for the year ending 31 December 2023

Rental fees on China Tower related assets and interest expenses on lease liability RMB19 billion Increase in right-of-use assets RMB52 billion

Reasons and Benefits for Entering into the Commercial Pricing Agreement and the Service Agreement

The entering into of the Commercial Pricing Agreement and the Service Agreement with China Tower would facilitate the Company in terms of accurately grasping the development opportunities of digital economy, building mobile networks with higher efficiency, accelerating the construction of green and low-carbon digital information infrastructures, effectively saving capital expenditures and operating costs, furthering the realization of cost reduction and efficiency

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LETTER FROM THE BOARD

enhancement and promoting higher quality corporate development. Such routine affiliated transactions form part of the ordinary and usual course of business of the Company pursuant to the needs of its business operations and follow the principles of openness, fairness and impartiality, and are market-based choices targeted at maximizing benefits and optimizing operational efficiency. There are no circumstances under which the interests of the parties to the transactions and their minority shareholders would be prejudiced, and they will not bring adverse impact to future financial position and operating results of the Company. They are in line with the Company’s development needs and the interests of the Shareholders as a whole.

Board Opinion

The Board has passed resolutions to approve (among others) the transactions under each of the Agreements (including the expected 2023 annual caps in respect of such affiliated transactions). As Mr. Liu Guiqing, Executive Director and Executive Vice President of the Company, serves as a non-executive director of China Tower, he has therefore abstained from voting on the board resolutions in respect of, among others, the Agreements. Save for the above individual, none of the Directors had a material interest in the transactions contemplated under the Agreements, and no Director was required to abstain from voting on the relevant board resolutions to approve the transactions contemplated under the Agreements (including the expected 2023 annual caps in respect of such affiliated transactions).

The Board is of the view that the Commercial Pricing Agreement and the Service Agreement, and the transactions contemplated thereunder would be entered into in the ordinary and usual course of business of the Group and are on normal commercial terms or better, and that the abovementioned terms of the Agreements and the expected 2023 annual caps in respect of such affiliated transactions applicable thereto are fair and reasonable and are in the interests of the Company and its shareholders as a whole.

Implications of Hong Kong Listing Rules and SSE Listing Rules

As of the date of this Supplemental Circular, the Company is one of the substantial shareholders of China Tower, holding 20.5% of the issued share capital of China Tower, and Mr. Liu Guiqing, Executive Director and Executive Vice President of the Company, serves as a nonexecutive director of China Tower. Pursuant to the SSE Listing Rules, China Tower is an affiliated person of the Company and transactions entered into with China Tower constitute affiliated transactions. The expected 2023 annual caps in respect of the affiliated transactions between the Company and China Tower is RMB71 billion, which represents more than 5% of the absolute value of the Group’s latest audited net assets and exceeds RMB30 million, and hence, transactions contemplated under the Commercial Pricing Agreement and Service Agreement are subject to approval by the Shareholders in a general meeting.

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LETTER FROM THE BOARD

In accordance with International Financial Reporting Standards 16 ‘‘Leases’’, the Group will recognize right-of-use assets in connection with the lease transactions under the Commercial Pricing Agreement and the Service Agreement, and accordingly the Group will be regarded as acquiring right-of-use assets for the purposes of the Hong Kong Listing Rules. As the Group expects that the highest applicable percentage ratio calculated in accordance with Rule 14.07 of the Hong Kong Listing Rules in respect of such transactions exceeds 5% but falls below 25%, the transactions constitute discloseable transactions and are subject to notification and announcement requirements under Chapter 14 of the Hong Kong Listing Rules. As mentioned above, the transactions contemplated under the Commercial Pricing Agreement and the Service Agreement also need to comply with the shareholders’ approval requirements under the SSE Listing Rules.

China Tower is not a connected person of the Company under Chapter 14A of the Hong Kong Listing Rules. As such, transactions between the Company and China Tower do not constitute connected transactions under Chapter 14A of the Hong Kong Listing Rules.

Recommendation

The Board considers that the proposal on entering into agreements in relation to affiliated transactions with China Tower and the expected 2023 annual caps in respect of such affiliated transactions are in the interests of the Company and its Shareholders as a whole, and recommends the Shareholders to vote in favour of the relevant ordinary resolution to be proposed at the EGM.

3. EGM

The Extraordinary General Meeting initially scheduled to be held at China Telecom Museum, No. 42 Xueyuan Road, Haidian District, Beijing, PRC at 10:00 a.m. on 30 December 2022 will be postponed to 10:00 a.m. on 6 January 2023. A supplemental notice convening the EGM is set out on pages 12 to 14 of this Supplemental Circular. The relevant Revised Form of Proxy is enclosed and will supersede the Original Form of Proxy.

The H Share Register of Members of the Company was initially scheduled to be closed from Friday, 23 December 2022 to Friday, 30 December 2022 (both days inclusive), during which period no transfer of H Shares would be registered. In light of the postponement of the EGM, 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 Friday, 23 December 2022 to Friday, 6 January 2023 (both days inclusive), during which period no transfer of H Shares will be registered. In order for holders of H Shares 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, the Company’s H share registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4: 30 p.m. on Thursday, 22 December 2022. Holders of H Shares who are registered with Computershare Hong Kong Investor Services Limited on Friday, 6 January 2023 are entitled to attend the EGM.

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LETTER FROM THE BOARD

Whether or not holders of H Shares are able to attend the EGM, they are requested to complete and return the enclosed Revised Form of Proxy to Computershare Hong Kong Investor Services Limited, the Company’s H share registrar, as soon as practicable and in any event not later than 24 hours before the time designated for holding the EGM or any adjournment thereof. Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the Revised Form of Proxy will not preclude Shareholders from attending and voting in person at the EGM should they so wish.

Any Shareholder who has not yet lodged the Original Form of Proxy is requested to lodge only the Revised Form of Proxy if he or she intends to appoint a proxy to attend the EGM on his or her behalf, and there is no need to lodge the Original Form of Proxy. Any Shareholder who has already lodged the Original Form of Proxy should note that:

• (i) if the Revised Form of Proxy is lodged before the Closing Time, the Revised Form of Proxy will revoke and supersede the Original Form of Proxy previously lodged by the Shareholder. The Revised Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder, if duly completed; and

• (ii) if no Revised Form of Proxy is lodged before the Closing Time, the Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder, if duly completed. The proxy so appointed pursuant to the Original Form of Proxy will be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM, including the new ordinary resolution, i.e. resolution numbered 2 as set out in the Supplemental Notice of EGM.

Apart from the new ordinary resolution and other information as set out in this Supplemental Circular, all the other matters of the EGM remain unchanged. For details of the other resolutions to be considered and approved at the EGM and other relevant matters, please refer to the Original Circular.

By Order of the Board

China Telecom Corporation Limited Ke Ruiwen

Chairman and Chief Executive Officer

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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

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China Telecom Corporation Limited 中 国 电 信 股 份 有 限 公 司

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

(Stock Code: 728)

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

References are made to the circular (the ‘‘Original Circular’’) and the notice of the extraordinary general meeting (the ‘‘Original Notice of EGM’’) of China Telecom Corporation Limited (the ‘‘Company’’) dated 13 December 2022, which set out the time and venue of the extraordinary general meeting of the Company initially scheduled to be held on 30 December 2022 (the ‘‘EGM’’) and the resolutions to be considered and approved by the shareholders of the Company (the ‘‘Shareholders’’) at the EGM.

The Board agreed to propose the resolution on entering into agreements in relation to affiliated transactions with China Tower Corporation Limited and the expected 2023 annual caps in respect of such affiliated transactions for consideration at the EGM and to postpone the EGM to 10:00 a.m. on Friday, 6 January 2023.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be postponed to be held at 10:00 a.m. on 6 January 2023 at China Telecom Museum, No. 42 Xueyuan Road, Haidian District, Beijing, PRC, for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the resolution in relation to Directors’ remuneration proposal.

2. To consider and approve the resolution in relation to entering into agreements in relation to affiliated transactions with China Tower Corporation Limited and the expected 2023 annual caps in respect of such affiliated transactions.

ORDINARY RESOLUTIONS (CUMULATIVE VOTING)

1. To consider and approve the resolutions in relation to the election of Directors (excluding the Independent Directors):

2. 3.01. THAT the election of Mr. Xia Bing as a Director of the Company be and is hereby considered and approved.

3. 3.02. THAT the election of Mr. Li Yinghui as a Director of the Company be and is hereby considered and approved.

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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

1. To consider and approve the resolutions in relation to the election of Independent Directors:

2. 4.01. THAT the election of Mr. Ng, Kar Ling Johnny as an Independent Director of the Company be and is hereby considered and approved.

3. 4.02. THAT the election of Mr. Chen Dongqi as an Independent Director of the Company be and is hereby considered and approved.

By Order of the Board China Telecom Corporation Limited Wong Yuk Har Company Secretary

Beijing, PRC, 19 December 2022

Notes:

1. Details of the resolutions stated above are set out in the Original Circular and the supplemental circular of the Company dated 19 December 2022 (the ‘‘Supplemental Circular’’).

2. The H Share Register of Members of the Company was initially scheduled to be closed from Friday, 23 December 2022 to Friday, 30 December 2022 (both days inclusive), during which period no transfer of H Shares would be registered. In light of the postponement of the EGM, 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 Friday, 23 December 2022 to Friday, 6 January 2023 (both days inclusive), during which period no transfer of H Shares will be registered. In order for holders of H Shares 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, the Company’s H share registrar at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4: 30 p.m. on Thursday, 22 December 2022. Holders of H Shares who are registered with Computershare Hong Kong Investor Services Limited on Friday, 6 January 2023 are entitled to attend the EGM.

3. 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. Each Shareholder who wishes to appoint one or more proxies should read through the Original Circular and the Supplemental Circular.

4. To be valid, the revised form of proxy (the ‘‘Revised Form of Proxy’’) issued by the Company together with the Supplemental Circular and the supplemental notice of the EGM (the ‘‘Supplemental Notice of EGM’’) dated 19 December 2022, together with the power of attorney or other authorisation document (if any) signed by the authorised person or notarially certified power of attorney, must be delivered to Computershare Hong Kong Investor Services Limited, the Company’s H share registrar (for holders of H Shares) not less than 24 hours before the designated time for the holding of the EGM or any adjournment thereof. Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the Revised Form of Proxy will not preclude a Shareholder from attending in person and voting at the EGM if he/she so wishes.

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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

1. Any Shareholder who has not yet lodged the form of proxy (the ‘‘Original Form of Proxy’’) issued by the Company along with the Original Circular and the Original Notice of EGM is requested to lodge only the Revised Form of Proxy if he or she intends to appoint a proxy to attend the EGM on his or her behalf, and there is no need to lodge the Original Form of Proxy. Any Shareholder who has already lodged the Original Form of Proxy should note that:

2. (i) if the Revised Form of Proxy is lodged not later than 24 hours before the time designated for holding the EGM or any adjournment thereof (the ‘‘Closing Time’’), the Revised Form of Proxy will revoke and supersede the Original Form of Proxy previously lodged by the Shareholder. The Revised Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder, if duly completed; and

3. (ii) if no Revised Form of Proxy is lodged before the Closing Time, the Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder, if duly completed. The proxy so appointed pursuant to the Original Form of Proxy will be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM, including the new ordinary resolution, i.e. resolution numbered 2 as set out in the Supplemental Notice of EGM.

4. Shareholders attending the EGM in person or by proxy shall present their proof of identity. If the attending Shareholder is a corporation, its legal representative or person authorised by the board of directors or other decisionmaking authority shall present a copy of the relevant resolution of the board of directors or other decision-making authority in order to attend the EGM.

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

6. Cumulative voting system shall be adopted for resolutions numbered 3.01, 3.02, 4.01 and 4.02. The ‘‘cumulative voting system’’ means that each share held by Shareholders shall carry voting rights equal to the number of Directors or Independent Directors to be elected, and the Shareholders may exercise such voting rights collectively or disperse the votes among several candidates.

7. Shareholders (in person or by proxy) attending the EGM shall be responsible for their own transport and accommodation expenses.

8. In light of the continuing risks posed by the COVID-19 epidemic, the Company recommends Shareholders appoint the Chairman of the EGM as their proxy to vote according to their indicated voting instructions in lieu of attending the EGM in person.

9. 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 Directors of the Company consists of Mr. Ke Ruiwen (as the Chairman and Chief Executive Officer); Mr. Shao Guanglu (as the President and Chief Operating Officer); Mr. Liu Guiqing and Mr. Tang Ke (both as the Executive Vice Presidents); Mr. Chen Shengguang (as the Non-Executive Director); Mr. Tse Hau Yin, Aloysius, Mr. Xu Erming, Madam Wang Hsuehming and Mr. Yeung Chi Wai, Jason (all as the Independent Non-Executive Directors).

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