China Tower : Articles of Association of China Tower Corporation Limited

China Tower Corporation Limited

Articles of Association

(Considered and approved as a special resolution at the

2020 annual general meeting convened in 2021)

(The Articles of Association were prepared in Chinese. The English translation is not an official version and is for your reference only. In case of any inconsistencies and discrepancies between the Chinese and the English versions, the Chinese version shall prevail.)

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	CONTENTS
Chapter I	GENERAL RULES ......................................................................................	3
Chapter II	BUSINESS OBJECTIVES, SCOPE AND TERM.........................................	4
Chapter III	SHARES AND REGISTERED CAPITAL....................................................	5
Chapter IV	DECREASE OF SHARE CAPITAL AND
	REPURCHASE OF SHARES ......................................................................	7
Chapter V	FINANCIAL ASSISTANCE FOR PURCHASING
	SHARES OF THE COMPANY....................................................................	10
Chapter VI	SHARE CERTIFICATES AND REGISTER OF MEMBERS .......................	11
Chapter VII	SHAREHOLDERS' RIGHTS AND OBLIGATIONS ...................................	16
Chapter VIII	GENERAL MEETING .................................................................................	19
Chapter IX	SPECIAL PROCEDURES FOR VOTING BY
	CLASS SHAREHOLDERS ..........................................................................	28
Chapter X	THE BOARD ...............................................................................................	30
Chapter XI	SECRETARY TO THE BOARD..................................................................	37
Chapter XII	SUPERVISORY COMMITTEE ...................................................................	37
Chapter XIII	PARTY COMMITTEE.................................................................................	40
Chapter XIV	OPERATIONAL AND MANAGEMENT BODY .........................................	41
Chapter XV	QUALIFICATIONS AND DUTIES OF THE DIRECTORS,
	SUPERVISORS AND OTHER SENIOR MANAGEMENT
	OF THE COMPANY ...................................................................................	41
Chapter XVI	FINANCIAL AND ACCOUNTING SYSTEM AND
	PROFIT DISTRIBUTION ............................................................................	48
Chapter XVII	APPOINTMENT OF ACCOUNTING FIRM................................................	51
Chapter XVIII EMPLOYEE DEMOCRATIC MANAGEMENT AND
	LABOUR AND PERSONNEL SYSTEM .....................................................	53
Chapter XIX	MERGER AND DIVISION OF THE COMPANY .......................................	54
Chapter XX	DISSOLUTION AND LIQUIDATION OF THE COMPANY ......................	55
Chapter XXI	AMENDMENT PROCEDURE OF THE ARTICLES OF
	ASSOCIATION OF THE COMPANY .........................................................	57
Chapter XXII	SETTLEMENT OF DISPUTES ...................................................................	58
Chapter XXIII BY-LAWS ...................................................................................................	59

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Articles of Association of China Tower

Corporation Limited

CHAPTER I GENERAL RULES

Article 1 These Articles have been prepared in accordance with the requirements under the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Special Regulations of the State Council on Overseas Offering and Listing of Shares by Joint Stock Limited Companies (hereinafter referred to as the "Special Regulations"), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (hereinafter referred to as the "Mandatory Provisions"), the Letter of Opinions on the Supplementation and Amendment of Articles of Association of Companies Listing in Hong Kong, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Listing Rules") and other relevant laws of the State, administrative regulations and rules of the State Council (hereinafter referred to as the "laws and regulations") in order to govern the organization and actions of the China Tower Corporation Limited (hereinafter referred to as the "Company"), safeguard the legitimate rights of the Company, its shareholders and creditors.

Article 2 The Company is a joint stock company established in accordance with the Company Law, the Special Regulations and other relevant laws and regulations of the State.

The Company was established by way of promotion. It is registered with and has obtained a business license from Beijing Administration for Industry and Commerce on July 15, 2014. The Company's uniform social credit code is: 91110000717843275N.

The promoters of the Company include China Mobile Communication Company Limited, China United Network Communications Corporation Limited and China Telecom Corporation Limited.

Article 3 Name and registered office of the Company

Chinese name: 中國鐵塔股份有限公司(Abbreviation: "中國鐵塔")

English name: China Tower Corporation Limited (Abbreviation: "China Tower")

Registered office of the Company: China Tower Industrial Park, No. 9 Dongran North Street, Haidian District, Beijing

Postal code: 100195

Tel: [phone]

Fax: [phone]

Article 4 The Chairman of the Company is the legal representative of the Company.

Article 5 The Company is a joint stock limited company in perpetual existence and is an independent legal entity. The Company shall undertake its liabilities with all of its assets, while the liability of a shareholder of the Company shall be limited to the shares subscribed by him/her.

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Article 6 The Company can invest in other limited liability companies and joint stock limited companies and the Company's liability to the investee companies is limited to the amount invested. However, the Company shall not become a shareholder with unlimited liability in any other economic organization, unless it is otherwise provided for by any law and regulation.

Article 7 The Company can establish subsidiaries and branches in accordance with the law.

Article 8 In accordance with the relevant regulations of the Company Law and the Constitution of the Communist Party of China, organizations of the Communist Party of China shall be established; the Party Committee shall play the core leadership role, providing direction, managing the overall situation and ensuring the implementation. The working organs of the Party shall be established, equipped with sufficient staff to deal with Party affairs and provided with sufficient funds to operate the Party organization.

Article 9 The Articles of Association, being the code of conduct for the Company, come into effect on the date when it was passed at the general meeting of the Company as a special resolution. The former Articles of Associations and its amendment will be lapse automatically upon the effective of the Articles of Association. From the date of the Articles of Association becoming effective, the Articles of Association constitute a legally binding document regulating the Company's organization and activities, and the rights and obligations between the Company and each shareholder and among the shareholders inter se., which shall have binding effect on the Company and its shareholders, directors, supervisors and senior management members.

Under the perquisite that Chapter XXII in the Articles of Associations will not be contravened, pursuant to the Articles of Associations, the Shareholders may institute legal proceedings against the Company pursuant to the Articles of Associations; the Company may institute legal proceedings against the Shareholders pursuant to the Articles of Associations; the Shareholders may institute legal proceedings against the Shareholders pursuant to the Articles of Associations; and the Shareholders may institute legal proceedings against the Directors, the Supervisors and senior management members of the Company pursuant to the Articles of Associations.

"Legal proceedings" referred to in the preceding paragraph includes any legal action brought before a court and any arbitration application submitted to an arbitration institution.

CHAPTER II BUSINESS OBJECTIVES, SCOPE AND TERM

Article 10 The business objectives of the Company is: to implement the "Cyber Power" strategy consistently, to provide telecommunications infrastructure and the relevant value-added services to the telecommunications industry, to reduce duplicated construction of the telecommunications industry, to reduce industry operating costs to help the industry to increase the quality and efficiency; to commit to sharing, to reform and innovate consistently, to serve the industry and society, sharing and win-win, to establish an efficient and effective enterprise, to be a world-class information communications infrastructure service provider, to create value for the Shareholders.

Article 11 The business scope of the Company: principally engage in towers construction, maintenance and operation, and also engage in construction, maintenance and operation of ancillary facilitates such as shelters, power supply and air conditioners for base stations and indoor distributed systems, as well as outsourcing maintenance of base station equipment.

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The business scope of the Company shall be subject to the projects approved by the authority responsible for the Company's registration.

Article 12 The term of operation of the Company: commencing from the date of its establishment with no limit.

CHAPTER III SHARES AND REGISTERED CAPITAL

Article 13 The Company shall have ordinary shares at all times. The Company may set other types of shares subject to needs, upon approval by authorities that are authorized by the State Counsel.

Article 14 All shares issued by the Company are shares with par value, which it shall have a par value of RMB1 per share.

RMB mentioned in the preceding paragraph refers to the lawful currency of the People's Republic of China.

Article 15 The Company shall issue shares in an open, fair and just manner, and each share of the same class shall have the equal rights.

The issuing conditions and price for each share of the same class issued at the same time shall be the same and each share subscribed by any entity or individual shall be subscribed at the same price.

Article 16 Upon approval by the securities regulatory authority of the State Council or other relevant regulatory authorities, the Company may offer its shares to both domestic and foreign investors.

Overseas investors referred to in the preceding paragraph means investors located in foreign countries, Hong Kong, Macau and Taiwan, who subscribe shares issued by the Company. Domestic investors mean investors located in the PRC, excluding the regions mentioned above, who subscribe for shares issued by the Company.

Article 17 Shares issued by the Company to domestic investors for subscription in RMB are referred to as domestic shares. Shares issued by the Company to overseas investors for subscription in foreign currencies are referred to as foreign shares. Overseas listed foreign shares are referred to as overseas listed foreign shares, which the overseas listed foreign shares listed on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Stock Exchange") refer to "H Shares". H shares refer to the shares approved to be listed on the Hong Kong Stock Exchange, the par value of which are denominated in RMB, and are subscribed for and traded in Hong Kong dollars. With approval by the State Council or the institution authorized by the State Council, and with approval by the Hong Kong Stock Exchange, the Domestic Shares can be converted into the H Shares. Qualified investors may purchase the shares of the Company through the stock connect schemes between Chinese Mainland and Hong Kong or other overseas stock markets.

Foreign currency mentioned in the preceding paragraph shall include the legal tenders of other countries or territories, other than Renminbi, which are recognized by the foreign exchange competent authority of the State for payment of share subscription monies to the Company.

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