OTHER INFORMATION

Changes in Shares and Information on Shareholders

1. Changes in Share Capital

(1) Table of changes in shares

1. Table of changes in shares

Unit: shares

Before the change

Changes (+, –)

After the change

Quantity

Percentage

Issue of new shares

Bonus issue

Transferred from reserves

Others

Subtotal

Quantity

Percentage

(%)

(%)

(1) Shares with lock-up restrictions

73,224,400,408

80.02

–15,185,097,091

–15,185,097,091

58,039,303,317

63.42

1. State-owned shares

2. Shares held by state-owned legal persons

70,017,326,112

76.52

–12,529,897,795

–12,529,897,795

57,487,428,317

62.82

3. Shares held by other domestic shareholders

3,206,896,963

3.50

–2,655,021,963

–2,655,021,963

551,875,000

0.60

Of which: Shares held by domestic non-state-owned legal persons

3,196,714,289

3.49

–2,644,839,289

–2,644,839,289

551,875,000

0.60

Shares held by domestic natural persons

10,182,674

0.01

–10,182,674

–10,182,674

0

4. Shares held by foreign shareholders

177,333

0.0002

–177,333

–177,333

0

Of which: Shares held by overseas legal persons

177,333

0.0002

–177,333

–177,333

0

Shares held by overseas natural persons

(2) Shares without lock-up restrictions

18,282,738,291

19.98

15,185,097,091

15,185,097,091

33,467,835,382

36.58

1. RMB ordinary shares

4,405,328,291

4.81

15,185,097,091

15,185,097,091

19,590,425,382

21.41

2. Domestic-Listed Foreign-Invested Shares

3. Overseas-Listed Foreign-Invested Shares

13,877,410,000

15.17

13,877,410,000

15.17

4. Others

(3) Total number of shares

91,507,138,699

100

91,507,138,699

100

2. Explanation on changes in shares

On 15 February 2022, the Company published the “Announcement on the Release for Trading of Offline Allotted Shares of the Initial Public Offering of China Telecom Corporation Limited”, pursuant to which 986,228,087 lock-up shares allotted offline during the initial public offering of the Company were released for trading as the lock-up period expired on 21 February 2022 (as 20 February 2022 was a non-trading day, the date of release for trading was postponed to 21 February 2022).

On 16 August 2022, the Company published the “Announcement on the Release for Trading of Partial Lock-up Shares of the Initial Public Offering of China Telecom Corporation Limited”, pursuant to which 14,198,869,004 lock-up shares allotted during the initial public offering of the Company were released for trading as the lock-up period expired on 22 August 2022 (as 20 August 2022 was a non-trading day, the date of release for trading was postponed to 22 August 2022).

(2) Changes in shares with lock-up restrictions

Unit: shares

Name of shareholder

Number of lock-up shares at the beginning of the period

Number of shares released during the Reporting Period

Increase in lock-up shares during the Reporting Period

Number of lock-up shares at the end of the Reporting Period

Reason for lock-up restrictions

Date of unlocking

China Telecommunications Corporation

57,377,053,317

0

0

57,377,053,317

Initial public offering

2024-08-20

Guangdong Rising Holdings Group Co., Ltd.

5,614,082,653

5,614,082,653

0

0

Initial public offering

2022-08-22

Zhejiang Provincial Financial Development Co., Ltd.

2,137,473,626

2,137,473,626

0

0

Initial public offering

2022-08-22

Fujian Investment & Development Group Co., Ltd.

969,317,182

969,317,182

0

0

Initial public offering

2022-08-22

Jiangsu Guoxin Group Limited

957,031,543

957,031,543

0

0

Initial public offering

2022-08-22

Strategic allotment

662,250,000

0

0

662,250,000

Lock-up for strategic allotment of the initial public offering

2024-08-20

Strategic allotment

4,520,964,000

4,520,964,000

0

0

Lock-up for strategic allotment of the initial public offering

2022-08-22

Offline allotment with restrictions

986,228,087

986,228,087

0

0

Lock-up for offline allotment of the initial public offering

2022-02-21

Total

73,224,400,408

15,185,097,091

0

58,039,303,317

/

/

2. INFORMATION ON SHAREHOLDERS AND ULTIMATE CONTROLLER

(1) Total number of shareholders

Total number of ordinary shareholders as at the end of the Reporting Period

457,299

Total number of ordinary shareholders as at the end of February 2023

386,557

(2) Shareholdings of the top ten shareholders and the top ten shareholders of tradable shares (or shareholders of unrestricted shares) as at the end of the Reporting Period

Unit: shares

Shareholdings of the top ten shareholders

Name of shareholder (Full name)

Changes during the Reporting Period

Number of shares held at the end of the Reporting Period

Percentage (%)

Number of shares held with lock-up restrictions

Pledge, marking or freezing conditions

Nature of shareholder

Status of shares

Quantity

China Telecommunications Corporation

527,891,013

58,364,586,774

63.78

57,377,053,317

Nil

State-owned legal person

HKSCC Nominees Limited

–1,311,285

13,846,825,338

15.13

0

Unknown

Foreign legal person

Guangdong Rising Holdings Group Co., Ltd.

0

5,614,082,653

6.14

0

Nil

State-owned legal person

Zhejiang Provincial Financial Development Co., Ltd.

0

2,137,473,626

2.34

0

Nil

State-owned legal person

Fujian Investment & Development Group Co., Ltd.

–1,023,000

968,294,182

1.06

0

Nil

State-owned legal person

Jiangsu Guoxin Group Limited

0

957,031,543

1.05

0

Nil

State-owned legal person

Chengdu Vanguard Capital Management Limited – Chengdu Major Industrialisation Project Phase I
Equity Investment Fund Limited

0

662,251,000

0.72

0

Nil

Unknown

China State-owned Enterprises Structural Adjustment Fund Co., Ltd

0

551,876,000

0.60

0

Nil

State-owned legal person

State Grid Yingda International Holdings Group Co., Ltd.

0

441,501,000

0.48

0

Nil

State-owned legal person

Suzhou High Speed Rail New Town Economic Development Co., Ltd

–388,861,598

273,389,402

0.30

0

Nil

Unknown

Shareholdings of the top ten shareholders without lock-up restriction

Name of shareholder

Number of tradable shares held without lock-up restriction

Class and number of shares

Class

Quantity

HKSCC Nominees Limited

13,846,825,338

Overseas-listed foreign-invested shares

13,846,825,338

Guangdong Rising Holdings Group Co., Ltd.

5,614,082,653

RMB ordinary shares

5,614,082,653

Zhejiang Provincial Financial Development Co., Ltd.

2,137,473,626

RMB ordinary shares

2,137,473,626

China Telecommunications Corporation

987,533,457

RMB ordinary shares

987,533,457

Fujian Investment & Development Group Co., Ltd.

968,294,182

RMB ordinary shares

968,294,182

Jiangsu Guoxin Group Limited

957,031,543

RMB ordinary shares

957,031,543

Chengdu Vanguard Capital Management Limited – Chengdu Major Industrialisation Project Phase I Equity Investment Fund Limited

662,251,000

RMB ordinary shares

662,251,000

China State-owned Enterprises Structural Adjustment Fund Co., Ltd

551,876,000

RMB ordinary shares

551,876,000

State Grid Yingda International Holdings Group Co., Ltd.

441,501,000

RMB ordinary shares

441,501,000

Suzhou High Speed Rail New Town Economic Development Co., Ltd

273,389,402

RMB ordinary shares

273,389,402

Explanation on the securities account designated for share repurchase of the top ten shareholders

N/A

Explanation on the voting rights entrusted by or waived by the above shareholders

N/A

Description of connected relationship or acting in concert among the aforementioned shareholders

The Company is not aware of any connected relationship among the aforementioned shareholders or whether they act in concert.

Description of the holders of preference shares with restored voting rights and their shareholding

N/A

Unit: shares

Shareholdings of the top ten shareholders with lock-up restrictions

Listing and trading of shares with lock-up restrictions

No.

Name of shareholders with lock-up restrictions

Number of

shares held with

lock-up restrictions

Date of listing

and trading

Number of

new shares

available

for listing

and trading

Lock-up

restrictions

1

China Telecommunications Corporation

57,377,053,317

2024-08-20

0

Lock-up for 36 months from the date of listing

2

Huawei Technologies Co., Ltd

220,750,000

2024-08-20

0

Lock-up for 36 months from the date of listing

3

Oriental Pearl Group Co., Ltd.

110,375,000

2024-08-20

0

Lock-up for 36 months from the date of listing

4

Sangfor Technologies Inc.

110,375,000

2024-08-20

0

Lock-up for 36 months from the date of listing

5

Shanghai Bilibili Technology Co., Ltd.

110,375,000

2024-08-20

0

Lock-up for 36 months from the date of listing

6

DBAPP Security Co., Ltd.

110,375,000

2024-08-20

0

Lock-up for 36 months from the date of listing

Description of connected relationship or acting in concert among the aforementioned shareholders

The Company is not aware of any connected relationship among the aforementioned shareholders or whether they act in concert.

(3) Strategic investors or other legal persons who became top ten shareholders due to allotment of new shares

Names of strategic investors or other legal persons

Agreed shareholding start date

Agreed shareholding end date

Suzhou High Speed Rail New Town Economic Development Co., Ltd

20 August 2021

Chengdu Vanguard Capital Management Limited – Chengdu Major Industrialisation Project Phase I Equity Investment Fund Limited

20 August 2021

China State-owned Enterprises Structural Adjustment Fund Co., Ltd

20 August 2021

State Grid Yingda International Holdings Group Co., Ltd.

20 August 2021

Description of agreed term of shareholding in respect of strategic investors and general legal persons’ participation in placing of new shares

Lock-up for 12 months from the date of listing, and the lock-up was released during the Reporting Period

3. Information on controlling shareholder and ultimate controller

(1) Information on controlling shareholder

1. Legal person

Name

China Telecommunications Corporation

Person in charge or legal representative

Ke Ruiwen

Date of incorporation

27 April 1995

Principal business

Basic telecommunications services (see license for specific business scope); value-added telecommunications services (see license for specific business scope); chain operation of national internet service premises; operating its group companies and all state-owned assets and state-owned equity interests formed by state investment in the invested enterprises; contracting overseas telecommunications projects and domestic international bidding projects; operation of system integration, technology development, technical services, design and construction, equipment production and sales, advertising and information consultation related to communication and information business; import and export business; hosting exhibitions. (Market entities shall independently select business projects and carry out business activities in accordance with the law; for projects subject to approval in accordance with the law, business activities shall be carried out in accordance with the approved scope after approval by relevant authorities; business activities prohibited and restricted by the industrial policies of the State and the city shall not be carried out.)

Shareholdings in other domestic and overseas listed companies controlled or invested during the Reporting Period

China Telecommunications directly holds 51.16% equity interest in New Guomai Digital Culture Co., Ltd. and indirectly holds 18.23% equity interest in New Guomai Digital Culture Co., Ltd. through China Telecom Group Sideline Industrial Asset Management Co., Ltd and China Telecom Corporation Limited; It also directly holds 48.99% equity interest in CCS, directly holds 22.50% equity interest in China Broadcasting and Television Guangzhou Network Co., Ltd., and directly holds shares in Postal Savings Bank of China Co., Ltd., Western Securities Co., Ltd., Southwest Securities Co., Ltd., People.cn Co., Ltd., Xinhuanet Co., Ltd., China Publishing & Media Corporation Limited, Jiangsu Expressway Company Limited and Fiberhome Telecommunication Technologies Co., Ltd..

Other information

N/A

2. Ownership and controlling relationship between the Company and the controlling shareholder

Note: Data as at 31 December 2022.

(2) Ultimate controller

1. Legal person

Name

State-owned Assets Supervision and Administration Commission of the State Council (“SASAC”)

2. Ownership and controlling relationship between the Company and the ultimate controller

Note: Data as at 31 December 2022.

4. Matters Regarding the Restriction of Reducing Shares

(1) Restrictions on the circulation of shares and undertakings by shareholders to voluntarily lock-up their shares

The Company’s controlling shareholder, China Telecommunications, undertakes that:

Within 36 months from the date on which the A Shares of the Company are listed and traded on the SSE, it shall not transfer or entrust others to manage the shares held by China Telecommunications prior to the initial public offering of A Shares of the Company, nor shall the Company repurchase such shares. China Telecommunications undertakes to strictly comply with the Company Law, the Securities Law, the SSE Listing Rules and other laws and regulations, policy requirements and the relevant requirements of the CSRC for prudent supervision, and to determine the lock-up period by adopting a longer applicable period; In the event of future changes in the above laws and regulations and policies, China Telecommunications undertakes to determine the lock-up period in strict accordance with the requirements after the changes. If the shares held by China Telecommunications are reduced within two years after the expiration of the above-mentioned shareholding period, the price of such reduction shall not be lower than the issue price of the Company’s initial public offering of A Shares; if the closing price of the Company’s shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the Company, or the closing price at the end of 6 months after the listing of the Company (if such date is not a trading day, the first trading day thereafter) is lower than the issue price, the shareholding period of China Telecommunications shall be automatically extended for at least 6 months.

Each of Guangdong Rising, Zhejiang Financial Development, Fujian Investment Group and Jiangsu Guoxin, being the shareholders of the Company, undertakes that:

Within 12 months from the date on which the A Shares of the Company are listed and traded on a stock exchange, it shall not transfer or entrust others to manage the shares it held before the initial public offering of A Shares of the Company, nor shall the Company repurchase such shares; The lock-up period will be determined in strict compliance with the Company Law, the Securities Law, the SSE Listing Rules and other laws, regulations and policies as well as the relevant requirements of the CSRC for prudent supervision, and to determine the lock-up period by adopting a longer applicable period; In the event of future changes in the above laws and regulations and policies, the lock-up period will be determined in strict accordance with the requirements after the changes; In the event of failure to perform the above undertakings, it shall take the relevant liabilities in accordance with the relevant laws and regulations, regulatory documents and the provisions of the stock exchange’s business rules and the requirements of the regulatory authorities.

(2) Undertaking on the intention of shareholding and the intention of shareholding reduction by shareholders holding more than 5% of the shares before the initial public offering of A shares

Each of China Telecommunications, being the controlling shareholder of the Company, and Guangdong Rising, the shareholder holding more than 5% of the shares of the Company, undertakes that:

1. After the initial public offering and listing of A Shares of the Company, it will strictly comply with its undertakings on the lock-up period of its shares. After the expiration of the committed lock-up period, in compliance with the relevant laws and regulations, regulatory documents and the business rules of the stock exchange, it will determine whether to reduce its shareholding in the Company based on factors such as the overall conditions of the securities market, the Company’s operating results and stock trends, and its business development needs.

2. After the initial public offering and listing of A Shares of the Company and the expiration of the committed lock-up period, if it decides to reduce its shareholding in the Company, it will be processed through the block trading system of the stock exchange, the centralised bidding trading system or by agreement as permitted by laws and regulations.

3. If it intends to reduce its shareholding, it shall notify the Company in writing in advance on the information such as the number of shares to be reduced and the reasons for such reduction, and the Company shall perform the information disclosure obligations in accordance with the relevant laws and regulations and regulatory rules. It may implement the reduction after three trading days from the date on which the Company discloses its intention to reduce its shareholding.

4. Reduction of shareholding in the Company will be implemented in accordance with the requirements of laws, administrative regulations, the Several Provisions on Reduction of Shareholding by Shareholders, Directors, Supervisors and Senior Management of Listed Companies and the Implementation Rules for Reduction of Shareholding by Shareholders, Directors, Supervisors and Senior Management of Listed Companies of the Shanghai Stock Exchange. If there are changes in the relevant laws and regulations, regulatory documents and the business rules of the stock exchange, the then effective provisions shall prevail.

5. Reduction of shares of the Company acquired through the secondary market after the initial public offering and listing of A Shares of the Company shall not be subject to the above undertakings.

In the event of failure to perform the above undertakings, it shall take the relevant liabilities in accordance with the relevant laws and regulations, regulatory documents, business rules of stock exchanges and requirements of regulatory authorities.