HKT Trust and HKT : Issue of New Share Stapled Units under General Mandate for Grant of Awards pursuant to Share Stapled Units Award Scheme

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

HKT Trust

(a trust constituted on November 7, 2011 under the laws of Hong Kong and managed by HKT Management Limited)

and

HKT Limited

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 6823)

ISSUE OF NEW SHARE STAPLED UNITS

UNDER GENERAL MANDATE FOR GRANT OF AWARDS PURSUANT TO SHARE STAPLED UNITS AWARD SCHEME

On February 12, 2020, the Boards have resolved to allot and issue 4,000,000 new SSUs to the Trustee for grant of Awards to Selected Employees by way of allotment of new SSUs pursuant to the Subscription Scheme and the General Mandate granted by the SSU Holders at the AGM held on May 9, 2019.

Pursuant to the SSU Award Schemes, the maximum aggregate number of SSUs that can be awarded under the Subscription Scheme and the Purchase Scheme is limited to 1% of the total number of SSUs in issue. The 4,000,000 new SSUs to be allotted to the Trustee represent approximately 0.05283% of the total number of SSUs in issue as at February 12, 2020 and approximately 0.05280% of the total number of SSUs in issue as enlarged after the allotment.

On February 12, 2020, the Boards have resolved to allot and issue 4,000,000 new SSUs to the Trustee for grant of Awards to Selected Employees by way of allotment of new SSUs pursuant to the Subscription Scheme and the General Mandate granted by the SSU Holders at the AGM held on May 9, 2019. Pursuant to the General Mandate, the maximum number of SSUs which may be allotted and issued is 1,514,348,466, subject to a restriction that following the issue of new SSUs, PCCW shall continue to hold not less than 51% of the total number of SSUs in issue. As at the date of this announcement, PCCW holds approximately 51.97% of the total number of SSUs in issue.

Pursuant to the SSU Award Schemes, the maximum aggregate number of SSUs that can be awarded under the Subscription Scheme and the Purchase Scheme is limited to 1% of the total number of SSUs in issue. The 4,000,000 new SSUs to be allotted to the Trustee represent approximately 0.05283% of the total number of SSUs in issue as at February 12, 2020 and approximately 0.05280% of the total number of SSUs in issue as enlarged after the allotment. Save for the issuance of 4,000,000 new SSUs as disclosed in this announcement, no new SSUs have been allotted and issued under the General Mandate as at the date of this announcement.

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The Company Board shall pay or cause to be paid an aggregate amount of HK$47,440,000 from the Company's resources to fund the Trustee's subscription of the 4,000,000 new SSUs. Upon the allotment of the new SSUs, the Trustee shall hold such new SSUs on trust for the Selected Employees which shall be transferred to the Selected Employees at no cost, upon satisfaction of the relevant vesting conditions determined by the Company Board at the time of making the Awards.

The Trustee is not a connected person of the HKT Trust and HKT and is a third party independent of the Trustee-Manager and the Company. All of the Selected Employees to whom Awards may be granted under the Subscription Scheme in respect of the 4,000,000 new SSUs are/will be employees of the Group under the Subscription Scheme and none of them is a director or a substantial shareholder of the Company or the Trustee-Manager or any of the Company's subsidiaries as at the time of granting the Awards. The number of Selected Employees to whom Awards are/will be granted will be more than 10.

The new SSUs, when allotted and issued, shall rank pari passu among themselves and with the other SSUs in issue, with the right to receive all distributions the record date in respect of which is on or after the date of allotment of the new SSUs. While the Trustee holds the new SSUs on trust for the Selected Employees, the Trustee is not permitted to exercise any voting rights which may attach to the new SSUs in accordance with the SSU Award Schemes.

Application will be made by the Trustee-Manager and the Company to the Stock Exchange for approval of the listing of, and permission to deal in, the 4,000,000 new SSUs. Other than such approval to be granted by the Stock Exchange, the issuance of the 4,000,000 new SSUs is not subject to approval by the SSU Holders or any other conditions.

Further information relating to the new SSUs is set out below:

Securities to be issued:	4,000,000 new SSUs
Issue price (net):	The 4,000,000 new SSUs shall be allotted to the Trustee for an
	aggregate consideration of HK$47,440,000 (calculated by
	reference to the closing price of the SSUs of HK$11.86 as
	quoted on the Stock Exchange on February 11, 2020, being the
	trading day preceding the date of this announcement), with the
	entire amount of consideration having been provided to the
	Trustee by the Company through the Trustee-Manager. Under
	the Subscription Scheme, the amount to be paid in respect of
	the subscription of new SSUs shall be provided by the
	Company through the Trustee-Manager to the Trustee and
	subsequently used by the Trustee to subscribe for the new
	SSUs
Fund to be raised:	Nil
Reasons for the issue:	To recognize the contributions made by the Selected
	Employees and to give incentives thereto in order to retain
	them for the continual operation and development of the
	Group
Identity of the allottee:	Computershare Hong Kong Trustees Limited (or its nominee),
	being the independent Trustee appointed for the Company's
	SSU Award Schemes

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Market price of the SSUs:	HK$11.80, being the closing price of the SSUs as at February 12,
	2020
Fund raising activities in	The Trustee-Manager and the Company have not engaged in
the past 12 months:	any fund raising activities by any issue of equity securities in
	the 12 months immediately preceding the date of this
	announcement

DEFINITIONS

In this announcement, the following terms and expressions shall have the following meanings, unless the context otherwise requires:

"AGM"	the annual general meeting of unitholders of the HKT Trust
	and of shareholders of the Company held on a combined basis
	as a single meeting characterized as an annual general meeting
	of SSU Holders
"Award(s)"	award(s) of SSUs by the Company Board pursuant to the SSU
	Award Schemes to Selected Employees
"Boards"	collectively, the board of directors of the Trustee-Manager and
	the board of directors of the Company
"Company" or "HKT"	HKT Limited, a company incorporated in the Cayman Islands
	as an exempted company with limited liability and registered
	as a non-Hong Kong company in Hong Kong
"Company Board"	the board of directors of the Company, or such committee or
	sub-committee or person(s) delegated with the power and
	authority to administer the SSU Award Schemes
"connected person(s)"	has the meaning ascribed to it in the Listing Rules
"General Mandate"	the general mandate granted by the SSU Holders at the AGM
	held on May 9, 2019 authorizing the Boards to allot and issue
	new SSUs not exceeding 20% of the total number of SSUs in
	issue as at the date of the AGM
"Group"	collectively, the HKT Trust, the Company and its subsidiaries
	from time to time
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
"HKT Trust"	a fixed single investment trust constituted on November 7,
	2011 under the laws of Hong Kong pursuant to the Trust Deed
	and managed by the Trustee-Manager
"Holders of Share Stapled	persons registered at the relevant time in the share stapled
Units" or "SSU Holders"	units register as holders of SSUs, including persons so
	registered as joint holders of SSUs

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"Hong Kong"

"Listing Rules"

"Ordinary Share(s)"

"PCCW"

"Preference Share(s)"

"Purchase Scheme"

"Selected Employees"

"Share Stapled Unit(s)" or "SSU(s)"

"Share Stapled Units Award Scheme(s)" or "SSU Award Scheme(s)"

the Hong Kong Special Administrative Region of the People's Republic of China

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

ordinary share(s) with a nominal value of HK$0.0005 each in the share capital of the Company conferring the rights set out in the articles of association of the Company

PCCW Limited, a company incorporated in Hong Kong with limited liability, which indirectly holds approximately 51.97% of the total number of SSUs in issue as at the date of this announcement, whose shares are listed on the main board of the Stock Exchange (Stock Code: 0008) and traded in the form of American Depositary Receipts on the OTC Markets Group Inc. in the United States of America (ticker: PCCWY)

preference share(s) with a nominal value of HK$0.0005 each in the share capital of the Company conferring the rights set out in the articles of association of the Company

a SSU award scheme adopted by the Company in its present form or as amended from time to time in accordance with the provisions thereof whereby awards of SSUs may be made to Selected Employees, with such SSUs being purchased by the Trustee on the market

eligible employees of the Group under the SSU Award Schemes whom the Company Board may, from time to time, at its absolute discretion, select for participation in the SSU Award Schemes

the combination of the following securities or interests in securities which, subject to the provisions in the Trust Deed, can only be dealt with together and may not be dealt with individually or one without the others:

1. a unit in the HKT Trust;
2. the beneficial interest in a specifically identified Ordinary Share linked (as defined in the Trust Deed) to the unit and held by the Trustee-Manager as legal owner in its capacity as trustee-manager of the HKT Trust; and
3. a specifically identified Preference Share stapled (as defined in the Trust Deed) to the unit

the Purchase Scheme and the Subscription Scheme

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"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subscription Scheme"	a SSU award scheme adopted by the Company in its present
	form or as amended from time to time in accordance with the
	provisions thereof whereby awards of SSUs may be made to
	Selected Employees, with such SSUs being allotted and jointly
	issued by the HKT Trust and HKT to the Trustee who
	subscribes for and holds the SSUs on trust for the Selected
	Employees
"substantial shareholder"	has the meaning ascribed to it in the Listing Rules
"Trust Deed"	the trust deed dated November 7, 2011 constituting the HKT
	Trust entered into between the Trustee-Manager and the
	Company as amended, supplemented, substituted or otherwise
	modified from time to time
"Trustee"	Computershare Hong Kong Trustees Limited, an independent
	trustee appointed for the SSU Award Schemes
"Trustee-Manager"	HKT Management Limited (a company incorporated in Hong
	Kong with limited liability and an indirect wholly-owned
	subsidiary of PCCW), in its capacity as the trustee-manager of
	the HKT Trust
"%"	per cent
	By order of the boards of
	HKT Management Limited
	and
	HKT Limited
	Bernadette M. Lomas
	Group General Counsel and Company Secretary

Hong Kong, February 12, 2020

As at the date of this announcement, the directors of the Trustee-Manager and the Company are as follows:

Executive Directors:

Li Tzar Kai, Richard (Executive Chairman) and Hui Hon Hing, Susanna (Group Managing Director)

Non-Executive Directors:

Peter Anthony Allen; Chung Cho Yee, Mico; Li Fushen; Zhu Kebing and

Srinivas Bangalore Gangaiah (aka BG Srinivas)

Independent Non-Executive Directors:

Professor Chang Hsin Kang, FREng, GBS, JP; Sunil Varma; Aman Mehta and Frances Waikwun Wong

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