CITIC Telecom International : Circular regarding the Proposals for General Mandates to Issue Shares and to Repurchase Shares, Re-election of Directors and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CITIC Telecom International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

(Incorporated in Hong Kong with limited liability)

(Stock Code: 01883)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of CITIC Telecom International Holdings Limited to be held at JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 14 May 2021 at 10:30 a.m. is set out on pages 13 to 16 of this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours (excluding any part of a day that is a public holiday) before the time of the Annual General Meeting. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting should you so wish.

8 April 2021

			CONTENTS
				Page
Definitions . . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Chairman
1.	Introduction .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed general mandates to issue Shares and to repurchase Shares . . . . . .	4
3.	Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	-	Explanatory Statement and Memorandum
			in relation to the Buyback Mandate . . . . . . . . . . . . . . . . . .	7
Appendix II	-	Biographies of retiring Directors offering
			for re-election at the Annual General Meeting . . . . . . . . .	10
Appendix III	-	Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . .	13

- i -

DEFINITIONS

In this circular the following expressions shall have the following meanings unless the context otherwise requires:

"Annual General Meeting"	the annual general meeting of the Company to be held at
	JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong
	Kong, Pacific Place, 88 Queensway, Hong Kong on
	Friday, 14 May 2021 at 10:30 a.m., the Notice of which is
	set out in Appendix III to this circular or, where the
	context so admits, any adjournment thereof
"Articles of Association"	the articles of association of the Company
"CITIC Corporation"	中國中信有限公司 (CITIC Corporation Limited), a
	subsidiary of CITIC Group
"CITIC Group"	中國中信集團有限公司 (CITIC Group Corporation) is the
	ultimate holding company of the Company
"CITIC Limited"	CITIC Limited (listed on the Stock Exchange) is the
	controlling Shareholder of the Company and a subsidiary
	of CITIC Group
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the laws of
	Hong Kong)
"Company"	CITIC Telecom International Holdings Limited
"Director(s)" or "Board"	directors of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars
"Latest Practicable Date"	30 March 2021, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining
	certain information contained in this circular
"Listing Rules"	Rules Governing the Listing of Securities on the Stock
	Exchange
"Notice"	the notice convening the Annual General Meeting

- 1 -

DEFINITIONS

"Share(s)"	ordinary share(s) of the Company
"Shareholder(s)"	holder(s) of Shares in the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"	has the meaning ascribed to it by the Listing Rules
"%"	per cent

- 2 -

LETTER FROM THE CHAIRMAN

(Incorporated in Hong Kong with limited liability)

(Stock Code: 01883)

Directors:					Registered Office:
Xin Yue Jiang# (Chairman)	25th Floor
Cai Dawei	#	(Chief Executive Officer)	CITIC Telecom Tower
	93 Kwai Fuk Road
Li Bing Chi, Esmond	#	(Chief Financial Officer)

Wang Guoquan**	Kwai Chung
New Territories
Liu Jifu**
Hong Kong
Fei Yiping**
Liu Li Qing***
Zuo Xunsheng***
Lam Yiu Kin***

• Executive Director

• Non-executiveDirector
• Independent non-executive Director

8 April 2021

To the Shareholders,

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the Notice and the information in connection with the proposals to (i) grant the general mandates to issue Shares and to repurchase Shares; and (ii) re-elect the retiring Directors at the Annual General Meeting.

- 3 -

LETTER FROM THE CHAIRMAN

2. PROPOSED GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 13 May 2020, ordinary resolutions were passed giving general mandates to the Directors (i) to allot, issue and dispose of additional Shares not exceeding 20% of the number of Shares of the Company in issue as at 13 May 2020 and to extend the general mandate to allot Shares by adding repurchased securities to the 20% general mandate; and (ii) to purchase or otherwise acquire Shares on the Stock Exchange not exceeding 10% of the number of Shares of the Company in issue as at 13 May 2020.

The purpose of the general mandates is to enable the Board to issue additional Shares and to repurchase Shares should the need arise.

These general mandates will lapse upon the conclusion of the forthcoming Annual General Meeting of the Company to be held on 14 May 2021, unless renewed at that meeting. These general mandates, if renewed, will continue in force during the period from the passing of the resolutions at the Annual General Meeting until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by law to be held or until these general mandates are revoked or varied by ordinary resolutions of the Shareholders in general meeting, whichever is the earlier.

To keep in line with current corporate practice, resolutions will be proposed to renew these general mandates (i) to allot, issue and dispose of additional Shares up to a limit equal to 20 per cent of the number of Shares in issue at the date of passing the relevant resolutions and to extend the general mandate to allot Shares by adding repurchased securities to the 20% general mandate; and (ii) to purchase or otherwise acquire Shares up to a limit equal to 10 per cent of the number of Shares in issue at the date of passing the relevant resolutions. Such number of Shares referred to above shall, where applicable, be adjusted in the event that the Shares in issue as at the date of passing the resolution are, at any time thereafter, converted into a larger or smaller number of Shares.

The explanatory statement and memorandum regarding the repurchase resolution as required under the Listing Rules is set out in Appendix I to this circular.

The Directors have no present intention to exercise the general mandates to issue Shares and to repurchase Shares of the Company.

3. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Article 95 of the Articles of Association of the Company, Mr. Wang Guoquan who was appointed as Director by the Board subsequent to the last annual general meeting of the Company shall hold office only until the Annual General Meeting and shall be eligible for re-election. In accordance with Article 104(A) of the Articles of Association of the Company, Messrs. Fei Yiping, Liu Li Qing and Zuo Xunsheng shall retire by rotation at the

- 4 -

LETTER FROM THE CHAIRMAN

Annual General Meeting. All of Messrs. Wang Guoquan, Fei Yiping, Liu Li Qing and Zuo Xunsheng, being eligible, offer themselves for re-election.

Details of the Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

Mr. Liu Li Qing, an independent non-executive Director since March 2007, has served the Company for more than nine years. The Nomination Committee considered that his long service will not affect his exercise of independent judgment, and was of the view that Mr. Liu remains independent and was satisfied that he has the required character, integrity and experience to continue fulfilling the role of an independent non-executive Director.

Also, taking into consideration the annual confirmation of independence made by Mr. Liu Li Qing and Mr. Zuo Xunsheng pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules, the Nomination Committee is of the view that Mr. Liu and Mr. Zuo are independent and considered that their respective background and extensive experience in communications and telecommunications fields will enhance the diversity and effectiveness of the Board. Both Mr. Liu and Mr. Zuo have provided in-depth insights to the Board and have demonstrated their abilities to provide independent, balanced and impartial views to the Company's affairs. Thus, the Nomination Committee is of the view that they have the required skills, qualifications, experience, integrity and independence to continue to be an independent non-executive Director.

In view of the extensive knowledge, experience, skills, expertise, etc. of all the aforesaid retiring Directors, the Nomination Committee has recommended to the Board the re-election of Messrs. Wang Guoquan, Fei Yiping, Liu Li Qing and Zuo Xunsheng at the Annual General Meeting. The retiring Directors who are also nomination committee members of the Company have abstained from voting on the resolutions regarding re-election of himself as director of the Company.

In view of the above, the Board agreed with the Nomination Committee's recommendation for re-election of Messrs. Wang Guoquan, Fei Yiping, Liu Li Qing and Zuo Xunsheng at the Annual General Meeting. The re-election of all four retiring Directors will be subject to a separate resolution to be approved at the Annual General Meeting.

4. ANNUAL GENERAL MEETING

The Notice is set out in Appendix III to this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the general mandates to issue Shares and to repurchase Shares and the re-election of Directors.

Pursuant to the Listing Rules, voting by poll is mandatory at all general meetings (except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands). The chairman of the Annual General Meeting will request for voting by poll on all the proposed

- 5 -

LETTER FROM THE CHAIRMAN

resolutions in the Notice. The results of the poll will be published on the websites of the Company and the Stock Exchange on the day of the above meeting.

A proxy form for use at the Annual General Meeting is enclosed. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting at the Annual General Meeting if they so wish.

5. RECOMMENDATION

The Board believes that the general mandates to issue Shares and to repurchase Shares and the re-election of Directors to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders. Accordingly, the Board recommends that the Shareholders shall vote in favour of the resolutions in relation to the above proposals to be proposed at the Annual General Meeting.

Yours faithfully,

Xin Yue Jiang

Chairman

- 6 -

APPENDIX I	EXPLANATORY STATEMENT AND MEMORANDUM
	IN RELATION TO THE BUYBACK MANDATE

This is an explanatory statement and memorandum of the terms of the proposed repurchases given to the Shareholders relating to a resolution to approve the Company repurchasing its own Shares ("Buyback Mandate") to be proposed at the Annual General Meeting.

This explanatory statement contains the information required under Rule 10.06(1)(b) of the Listing Rules. Its purpose is to provide Shareholders with all the information reasonably necessary for them to make an informed decision as to whether or not to vote in favour of the resolution approving the Buyback Mandate and it also forms the memorandum of the terms of the proposed repurchases given under Section 239(2) of the Companies Ordinance.

1. SHARES IN ISSUE

As at 30 March 2021, the Latest Practicable Date, the total number of issued Shares of the Company was 3,666,775,882 Shares.

Subject to the passing of the resolution approving the Buyback Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Buyback Mandate to repurchase a maximum of 366,677,588 Shares, representing 10% of the total number of issued Shares of the Company as at the date of passing the relevant resolution. Such number of Shares referred to above shall, where applicable, be adjusted in the event that the Shares in issue as at the date of passing the resolution are, at any time thereafter, converted into a larger or smaller number of Shares.

1. SHAREHOLDER APPROVAL/TRADING RESTRICTIONS

The Listing Rules provide that all proposed repurchases of securities by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by a specific approval of a particular transaction.

1. REASONS FOR REPURCHASES

The Board believes that it is in the best interests of the Company and the Shareholders to seek a general authority from Shareholders to enable the Directors to repurchase the Shares of the Company on the market.

Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the net assets and/or earnings and/or dividend per share.

- 7 -

APPENDIX I	EXPLANATORY STATEMENT AND MEMORANDUM
	IN RELATION TO THE BUYBACK MANDATE

1. FUNDING OF REPURCHASES

Repurchases must be funded out of the funds legally available for the purpose in accordance with the Company's constitutive documents, including articles of association, and the laws of Hong Kong, being profits available for distribution and the proceeds of a fresh issue of Shares made for the purpose of the repurchases. It is envisaged that the funds required for any repurchase would be derived from profits available for distribution.

The Directors do not propose to exercise the Buyback Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. However, there might be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements as at 31 December 2020) in the event that the Buyback Mandate was exercised in full.

1. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date, from 1 March 2020 to 28 February 2021 and from 1 March 2021 to the Latest Practicable Date, were as follows:

	Price per Share
	Highest	Lowest
	(HK$)	(HK$)
2020
March	2.95	2.20
April	2.90	2.49
May	2.94	2.46
June	2.72	2.46
July	2.62	2.42
August	2.74	2.41
September	2.70	2.43
October	2.57	2.43
November	2.58	2.40
December	2.59	2.41
2021
January	2.54	2.41
February	2.61	2.43
1 March to 30 March	2.86	2.52

- 8 -

APPENDIX I	EXPLANATORY STATEMENT AND MEMORANDUM
	IN RELATION TO THE BUYBACK MANDATE

1. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close associates, have any present intention if the Buyback Mandate is exercised to sell any Shares to the Company or its subsidiaries.

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases pursuant to the Buyback Mandate in accordance with the Listing Rules and the laws of Hong Kong.

If as the result of a repurchase of Shares a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for purposes of the Codes on Takeovers and Mergers and Share Buy-backs ("Takeovers Code"). As a result, a Shareholder, or group of Shareholders acting in concert depending on the level of increase of shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. CITIC Group is the ultimate controlling shareholder of the Company. As at the Latest Practicable Date, the subsidiaries of CITIC Group held a total of approximately 58.07% of the total number of issued Shares of the Company. On the basis of the current shareholding position of the Company, the Directors are not aware of any consequence which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Buyback Mandate.

There have been no repurchases of any securities of the Company made in the previous six months (whether on the Stock Exchange or otherwise).

The Listing Rules prohibit the Company from knowingly repurchasing Shares on the Stock Exchange from a "core connected person" (as defined in the Listing Rules) and a core connected person is prohibited from knowingly selling his/her Shares to the Company.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Company is authorised to make repurchases of Shares.

- 9 -

APPENDIX II	BIOGRAPHIES OF RETIRING
	DIRECTORS OFFERING FOR RE-ELECTION
	AT THE ANNUAL GENERAL MEETING

The following Directors are proposed to be re-elected at the Annual General Meeting. Except for Mr. Wang Guoquan who was appointed as a non-executive Director with effect from 4 March 2021, their interests in the securities of the Company are provided in the section of "Directors' Report" in the 2020 Annual Report and their emoluments are set out in Note 7 to the Financial Statements as contained in the 2020 Annual Report. In general, the emoluments paid to the Directors are determined with reference to the market terms and their duties and responsibilities within the Group. The Directors are not appointed for a specific term but are subject to retirement by rotation at least once every three years pursuant to the Company's Articles of Association. Save as disclosed below, the following retiring Directors have no relationships with any Directors, senior management or substantial or controlling Shareholders of the Company, and do not hold or have not in the last three years held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. In relation to the re-election of the following Directors, there is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders.

**Mr. Wang Guoquan, aged 48, has been a director of the Company since 4 March 2021. Mr. Wang is currently the Vice President of CITIC Group, and concurrently serves as the Vice President of CITIC Limited and CITIC Corporation, and Chairman of the Board and a non-executive director of Asia Satellite Telecommunications Holdings Limited. Mr. Wang obtained an executive master degree of business administration (EMBA) from Business School, Renmin University of China. Mr. Wang had successively served as the Deputy General Manager and the General Manager of China Telecom Hebei branch and the General Manager of the marketing department of China Telecommunications Corporation. He became the Vice President of China Telecommunications Corporation since December 2018. Then, he was the Executive Vice President of China Telecom Corporation Limited ("China Telecom", a company listed on the Stock Exchange) from March 2019 and an Executive Director of China Telecom from August 2019, both until December 2020. From May 2017 to August 2019, he was a Director of Besttone Holding Co., Ltd. (listed on the Shanghai Stock Exchange in the People's Republic of China (the "PRC")). Mr. Wang has extensive experience in management and the telecommunications industry.

Mr. Wang does not hold any interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. As Mr. Wang is an employee of CITIC Limited, he will not receive any director's fee for serving on the Board of the Company.

**Mr. Fei Yiping, aged 57, has been a director of the Company since June 2016. He is also a director and the chief financial officer of CITIC Pacific Limited ("CITIC Pacific", a controlling shareholder of the Company), a director and the chief financial officer of CITIC Hong Kong (Holdings) Limited (a subsidiary of CITIC Group), a Vice Chairman and President of CITIC Pacific China Holdings Limited (a subsidiary of CITIC Pacific), a non-executive director of Frontier Services Group Limited (a company listed on the Stock Exchange) since 24 March 2020, an executive director and general manager of Rainbow Wisdom Investments

- 10 -

APPENDIX II	BIOGRAPHIES OF RETIRING
	DIRECTORS OFFERING FOR RE-ELECTION
	AT THE ANNUAL GENERAL MEETING

Limited (a subsidiary of CITIC Group), a director of Dah Chong Hong Holdings Limited (a fellow subsidiary of the Company whose shares are withdrawn from listing on the Stock Exchange on 10 January 2020), a director of Companhia de Telecomunicações de Macau, S.A.R.L. (a subsidiary of the Company), and also a director of certain member companies of CITIC Pacific involved in special steel, property, energy and medical and a director of certain member companies of CITIC Limited involved in iron ore mining, property and its interests in McDonald's mainland China and Hong Kong businesses (including, inter alia, Grand Foods Holdings Limited), and also the Chairman of the Audit, Compliance and Risk Management Committee of Grand Foods Holdings Limited. Mr. Fei was also a non-executive director of the Company during the period from January 2010 to February 2013. Mr. Fei is a graduate from Beijing Science and Technology University and received a Master in Business Administration from the University of Edinburgh in the United Kingdom. Mr. Fei is a FCPA of CPA Australia. He has over 24 years experience in accounting and financial management. He has been with CITIC Group since 1991. Between 2001 and 2008, Mr. Fei first acted as treasurer and director of CitiSteel USA, Inc. and then as vice president of CITIC USA Holdings, Inc. and chief representative of CITIC Group in New York. When he returned to China in 2008, he became deputy director-general of the finance department of CITIC Group.

***Mr. Liu Li Qing, aged 80, joined the Company as an independent non-executive director in March 2007. Mr. Liu, a senior economist, graduated from Management Engineering in Beijing University of Posts and Telecommunications in 1963. Mr. Liu served as a Vice Minister of Ministry of Posts and Telecommunications during the period from 1996 to 1998 and the Head of State Post Bureau from March 1998 to April 2003. After 2003, Mr. Liu also served as the Deputy Director of the Committee for Economic Affairs of the Tenth National Committee of the Chinese People's Political Consultative Conference, the Chairman of Sino-French Life Insurance Co., Ltd., the Vice Chairman of China Optimization Society of Capital Construction, the Honorary President of China Institute of Communications, as well as the Chairman and Honorary Chairman of China Association of Communications Enterprises. Mr. Liu is now the Senior Consultant of China Association of Communications Enterprises.

***Mr. Zuo Xunsheng, aged 70, joined the Company as an independent non-executive director in April 2014. He obtained an EMBA degree from Guanghua School of Management of Peking University in 2004. From July 1993 to October 1997, Mr. Zuo served as the Director of the former Bureau of Telecommunications of Jinan City, Shandong Province. From October 1997 to May 2000, he served as the Director of the former Posts and Telecommunications Bureau of Shandong Province. He was the President of the former Shandong Telecommunications Company from May 2000 to April 2002.

Mr. Zuo served as the Vice President of China Network Communications Group Corporation from April 2002 to May 2008. He was the Senior Vice President of China Netcom Group Corporation (Hong Kong) Limited ("CNC HK") since July 2004; Chief Operating Officer of CNC HK since December 2005; an Executive Director and Chief Executive Officer of CNC HK from May 2006 to October 2008 and Chairman of CNC HK from May 2008 to October

- 11 -

APPENDIX II	BIOGRAPHIES OF RETIRING
	DIRECTORS OFFERING FOR RE-ELECTION
	AT THE ANNUAL GENERAL MEETING

2008. From October 2008 to March 2011, Mr. Zuo was the Vice Chairman and Vice President of China United Network Communications Group Company Limited; Director and Senior Vice President of China United Network Communications Corporation Limited; and Director of China United Network Communications Limited (listed on the Shanghai Stock Exchange in the PRC). Mr. Zuo also served as an Executive Director of China Unicom (Hong Kong) Limited (listed on the Stock Exchange) from October 2008 to March 2011.

In addition, Mr. Zuo served as a Non-Executive Director and Deputy Chairman of PCCW Limited (listed on the Stock Exchange) from July 2007 to November 2011. Mr. Zuo is well experienced in telecommunications operations and has rich management experience.

• Non-ExecutiveDirector
• Independent Non-Executive Director

- 12 -

APPENDIX III	NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in Hong Kong with limited liability)

(Stock Code: 01883)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Annual General Meeting") of CITIC Telecom International Holdings Limited (the "Company") will be held at JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 14 May 2021 at 10:30 a.m. for the following purposes:

1. To receive and consider the audited accounts and the Reports of the Directors and the Auditor for the year ended 31 December 2020.
2. To declare a final dividend for the year ended 31 December 2020.
3. To re-elect retiring Directors.
4. To re-appoint Messrs. PricewaterhouseCoopers as Auditor of the Company and authorise the Board of Directors to fix their remuneration.
5. To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:
   "THAT:
6. 1. subject to paragraph (C), a general mandate be and is hereby unconditionally granted to the Directors of the Company to exercise during the Relevant Period all the powers of the Company to allot, issue and dispose of additional shares in the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers;
   2. the mandate in paragraph (A) above shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
   3. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the mandate in paragraph (A) above, otherwise than pursuant to (i) Rights Issue; or (ii) any option scheme or similar

- 13 -

APPENDIX III	NOTICE OF ANNUAL GENERAL MEETING

arrangement for the time being adopted for the grant or issue to the officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company; or

1. 1. any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the Articles of Association of the Company from time to time, shall not exceed twenty per cent of the number of shares of the Company in issue at the date of this Resolution and the said mandate shall be limited accordingly;
2. for the purpose of this Resolution:
3. 
   "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:

1. the conclusion of the next annual general meeting of the Company; or
2. the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or
3. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the Directors of the Company to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).

"Shares" shall for the purposes of the general mandate referred to in this Resolution, mean such number of shares as may be adjusted in the event that the shares in issue as at the date of passing this Resolution are, at any time thereafter, converted into a larger or smaller number of shares."

- 14 -

APPENDIX III	NOTICE OF ANNUAL GENERAL MEETING

6. To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

"THAT:

1. a general mandate be and is hereby unconditionally given to the Directors of the Company to exercise during the Relevant Period all the powers of the Company to purchase or otherwise acquire shares of the Company in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, provided that the aggregate number of shares so purchased or otherwise acquired shall not exceed ten per cent of the number of shares of the Company in issue at the date of this Resolution;
2. for the purpose of this Resolution:
   "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:
3. 1. the conclusion of the next annual general meeting of the Company; or
   2. the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or
   3. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

"Shares" shall for the purposes of the general mandate referred to in this Resolution, mean such number of shares as may be adjusted in the event that the shares in issue as at the date of passing this Resolution are, at any time thereafter, converted into a larger or smaller number of shares."

7. To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

"THAT conditional upon the passing of Resolutions (5) and (6) set out in the Notice convening the Annual General Meeting, the number of the shares which are purchased or otherwise acquired by the Company pursuant to Resolution (6) shall be added to the number of the shares which may be issued pursuant to Resolution (5)."

By Order of the Board

Tso Mun Wai

Company Secretary

Hong Kong, 8 April 2021

- 15 -

APPENDIX III	NOTICE OF ANNUAL GENERAL MEETING

Registered Office:

25th Floor, CITIC Telecom Tower

93 Kwai Fuk Road

Kwai Chung

New Territories

Hong Kong

Notes:

1. The register of members of the Company will be closed during the following periods:
2. 1. from Tuesday, 11 May 2021 to Friday, 14 May 2021 (both days inclusive) for the purpose of ascertaining shareholders' entitlement to attend and vote at the Annual General Meeting. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents, accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 10 May 2021; and
   2. from Friday, 21 May 2021 to Tuesday, 25 May 2021 (both days inclusive) for the purpose of ascertaining shareholders' entitlement to the proposed final dividend. In order to qualify for the proposed final dividend, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's share registrar, Tricor Investor Services Limited, at the address as set out in sub-paragraph (a) above for registration not later than 4:30 p.m. on Thursday, 20 May 2021.

During the periods mentioned in sub-paragraphs (a) and (b) above, no transfers of shares will be effected.

1. Any member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.
2. To be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be deposited at the Company's share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than forty-eight hours (excluding any part of a day that is a public holiday) before the time for holding the Annual General Meeting or adjourned meeting (as the case may be) at which the person named in such instrument proposes to vote.
3. Concerning item 3 above, Mr. Wang Guoquan was appointed by the Board as a Director subsequent to the last annual general meeting who shall hold office only until the Annual General Meeting and shall then be eligible for re-election pursuant to Article 95 of the Articles of Association of the Company. In addition, Mr. Fei Yiping, Mr. Liu Li Qing and Mr. Zuo Xunsheng shall retire by rotation in the Annual General Meeting pursuant to Article 104(A) of the Articles of Association of the Company. They, all being eligible, shall offer themselves for re-election. Details of the retiring Directors are set out in Appendix II to this circular.
4. Concerning item 5 above, the approval is being sought from members for a general mandate to authorise allotment of shares under Sections 140 to 141 of the Companies Ordinance and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, in order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to issue any shares of the Company up to twenty per cent of the total number of issued shares of the Company. The Directors wish to state that they have no immediate plans to issue shares in the Company. Such number of shares referred to above shall, where applicable, be adjusted in the event that the shares in issue as at the date of passing the Resolution 5 above are, at any time thereafter, converted into a larger or smaller number of shares.
5. Concerning item 6 above, the approval is being sought from members for a general mandate to repurchase shares in the Company, in order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to repurchase any shares in the Company up to ten per cent of the total number of issued shares of the Company. Such number of shares referred to above shall, where applicable, be adjusted in the event that the shares in issue as at the date of passing the Resolution 6 above are, at any time thereafter, converted into a larger or smaller number of shares.
6. Concerning item 7 above, the approval is being sought from members to extend the general mandate to allot shares by adding repurchased securities to the twenty per cent general mandate.

- 16 -