Ar 2021
Ar 2021
Ar 2021
Performance Highlights
257
261 2,071 7,329
935 4,060
3,004 4,340 6,428
3,528
73,371 75,857
Tower business
DAS business
Smart Tower business
Energy business
Others 2020 2021 2020 2021
0.0419
63,017
59,527 0.0368
Performance Highlights
2,038
No. of tower sites
thousand
Revenue contribution
from non-tower businesses
12.4 %
3,459
No. of tower tenants
thousand
1.70
Tower tenancy ratio
Note 1: Tenancy ratio = (number of TSP tenants + number of Smart Tower tenants)/number of tower sites
Note 2: Average annual revenue per site = (revenue from Tower business + revenue from Smart Tower business)/[(number of tower
sites at the beginning of the period + number of tower sites at the end of the period)/2)]
4 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Corporate Recognition
Corporate Culture
Core
Values
Our Our
Vision Mission
Pragmatism
To become a world-class Entrepreneurship Sharing and joint-success,
and
integrated information and Innovation building an effective and
Efficiency
and communications efficient enterprise
infrastructure service
provider and a highly Customer Employee
competitive information Benefits Enablement
and new energy
applications provider
Shareholding Structure
China Tower
Corporation Limited Domestic share
H Share
5G
Large-scale
Construction
Cumulative
number of
5G demand
1,226,000
8 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Chairman’s Statement
Dear Shareholders,
Zhang Zhiyong
Chairman of the Board
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 9
Chairman’s Statement
Financial Performance
Our revenue maintained a healthy growth and increased steadily in 2021 and our profitability continued to
improve. In 2021, we recorded operating revenue of RMB86,585 million, with a year-on-year increase of 6.8%.
Our EBITDA reached RMB63,017 million, up by 5.9% year-on-year, with an EBITDA margin of 72.8%. Profit
attributable to owners of the Company amounted to RMB7,329 million, up by 14.0% year-on-year, with a net
profit margin of 8.5%.
We maintained a stable and abundant cash flow. In 2021, net cash generated from operating activities
amounted to RMB60,503 million, while capital expenditures reduced by 32.1% year-on-year to RMB25,192
million, resulting in our free cash flow1 increasing 72.9% year-on-year to reach RMB35,311 million. Our debt
leverage ratio was stable and manageable, and our financial position remained healthy. As of 31 December
2021, our total assets amounted to RMB323,259 million, and our interest-bearing liabilities stood at
RMB101,304 million, representing a gearing ratio2 of 33.4%.
Aligned with our commitment to providing good returns to our shareholders, the board of directors of the
Company (the “Board”) recommends paying a final dividend of RMB0.02624 per share (pre-tax) for the year
ended 31 December 2021, equivalent to a payout ratio of 70% of our annual distributable net profit.
Business Performance
In 2021, we continued to strengthen our core advantage in resource coordination and sharing to drive
innovation and enhance efficiency and performance. Under the “One Core and Two Wings” strategy, our
TSP business consistently achieved a stable growth, while our Smart Tower and Energy businesses continued
their rapid growth.
Note 1: Free cash flow is the net cash generated from operating activities minus the capital expenditures.
Note 2: Gearing ratio is calculated as net debts divided by the sum of total equity and net debt, then multiplied by 100%. Net
debt is calculated as the amount of interest-bearing liabilities minus the amount of cash and cash equivalents.
10 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Chairman’s Statement
Supporting the construction of 5G network in an intensive and effective manner, our TSP
business continued to grow steadily
Our belief in sharing and creating synergy continued to prevail as the coverage and depth of the 5G
networks extended constantly at an even faster rate. Based on the new features of 5G network construction,
we fully leveraged our advantages in resource coordination and sharing, as well as expertise in operations,
to launch innovative and cost-effective products and solutions. We integrated these products and solutions
to speed up the launch of our integrated wireless communications coverage solutions and DAS sharing
solutions to meet the network coverage demands of our customers by offering a low-cost, highly efficient
and quality service. In 2021, we completed approximately 552,000 5G construction projects, supporting
the large-scale construction of 5G networks in an economic and efficient manner. Meanwhile, 5G has
become an increasingly key driver for the growth of our TSP business, which in turn propelled our overall
business to grow steadily, cementing our position as the market leader in the construction and operation of
telecommunications infrastructure.
As of the end of 2021, the total number of our tower sites had reached 2.038 million, representing a net
increase of 15,000 compared to the end of 2020. The total number of TSP tenants amounted to 3.260 million,
85,000 more than at the end of 2020. Our TSP tenancy ratio increased from 1.57 at the end of 2020 to 1.60. In
terms of our DAS business, we covered buildings with a cumulative area of 4.99 billion square meters, up by
22.9% year-on-year, while the cumulative length of high-speed railway tunnels and subways covered reached
16,906.0 kilometers, an increase of 33.1% year-on-year.
In 2021, our TSP business revenue recorded a year-on-year increase of 4.3% to RMB80,197 million, of which
tower business revenue increased by 3.4% year-on-year to RMB75,857 million and DAS business revenue
increased by 23.0% year-on-year to RMB4,340 million.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 11
Chairman’s Statement
Focused on boosting new growth momentum, the development of Two Wings business
started to show remarkable results
We seized the opportunities brought by the development of the digital economy and actively responded
to the national “dual carbon” goals. Leveraging our unique advantages in resources and capabilities, we
maintained a clear focus on product innovation and platform optimization to fortify our core competencies
and expand our market. As a result, the Two Wings business continued to scale rapidly, helping to
strengthen the multi-pillar development structure and create new growth momentum for the Company. In
2021, our Two Wings business recorded revenue of RMB6,131 million, or an increase of 55.6% year-on-year.
It accounted for 7.1% of overall operating revenue and contributed 40.0% to the incremental revenue in the
year.
Focused on key sectors, the Smart Tower business sustained a rapid growth
We seized the opportunity of digital transformation across the society, drawing on our abundant site
resources and our largest domestic tower sharing and practical Internet of Things platforms to focus on key
sectors centered around our Tower Monitoring service to drive the transformation of telecommunications
towers into digital towers. With a coordinated approach, we continued to delve into key sectors including
forestry, water conservation, agriculture and environmental protection, which are connected to major national
projects such as the conservation of the Yangtze River, and forest and grassland fire prevention. As a result,
we achieved a rapid growth and established our brand as a company that serves people’s livelihoods and
makes contribution to social governance. We developed our innovative national “Tower Monitoring” platform
and deepened strategic cooperation with industry partners in the areas of algorithms, cloud resources,
transmission and terminals, in order to grow together with our partners. In 2021, our Smart Tower business
achieved revenue of RMB4,060 million, a year-on-year increase of 35.2%, of which 51.6% was contributed by
our Tower Monitoring business. Our Tower Monitoring business achieved revenue of RMB2,096 million. This
reflects a continued shift of our business from resource leasing towards digital applications with higher value.
12 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Chairman’s Statement
We have received wide recognition for our commitment to corporate social responsibility and our efforts
to ensure that enterprises and society can develop in harmony. In 2021, we helped to build wireless
communications infrastructure in remote areas to build the “information highway”, bridging the digital divide
caused by the different pace of development in urban and rural areas. By doing so, we laid the foundation
for the development of digital villages. We also tailored measures to local conditions and devised long-
term strategies to support rural industries, enabling the digitalization of agriculture and village development.
Building on efforts to consolidating the achievement of overall poverty alleviation, we helped channel the
outcomes to further drive rural revitalization. Responding to natural disasters, such as extreme rainstorms
in Henan, and major public security incidents, we participated in rescue and disaster relief, successfully
completing various missions to construct and maintain contingency communications facilities to secure
emergency communications, as well as safeguarding national development and ensuring people’s health and
safety. In addition, we implemented green development policies and promoted energy saving across our
operations in innovative ways. We actively explored the use of clean energy, as part of our commitment to
green and low-carbon development and our support for China’s “Carbon Peak, Carbon Neutrality” goals.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 13
Chairman’s Statement
Outlook
Looking ahead, we will further our “One Core and Two Wings” strategy to seize opportunities arising from
the development of 5G new infrastructure and the digital economy, as well as the “dual carbon” goals. Our
position as a “world-class integrated information and communications infrastructure service provider and a
highly competitive information and new energy applications provider” will see us developing an operating
system that is professional, intensive, delicate, efficient and digitalized. We will use this to build an enterprise
centered around sharing, service, innovation, technology and value creation. We will sustain the stable
growth of our operating results and strive for value growth and the sustainable and high-quality development
of the Company.
Focusing on scale and efficiency to drive better and faster development of our Two Wings
business
The thriving digital economy and progress towards the “dual carbon” goals have brought forth valuable
opportunities for the development of our Two Wings business. Centered around our resource sharing and
coordination capabilities, we will continue to strengthen our product innovation and support for platform
operations, to boost the scale and efficiency of our Two Wings business.
14 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Chairman’s Statement
Chairman’s Statement
Acknowledgement
I would like to take this opportunity to express my heartfelt gratitude to Mr. Tong Jilu, who recently retired
from the role of Chairman. During his term of service, Mr. Tong oversaw the formation and incorporation of
the Company and led it to achieve its rapid growth, laying a solid foundation for our future development.
On behalf of the Board, I sincerely thank Mr. Tong for his remarkable achievements and contributions to
the Company. I would also like to express our sincere gratitude to Mr. Fan Cheng and Mr. Tse Yung Hoi,
who have resigned as directors, for their outstanding contribution to the development of the Company. In
addition, on behalf of the Board, I would like to extend my warmest welcome to Mr. Liu Guiqing, Mr. Zhang
Guohou and Mr. Hu Zhanghong, who have joined the Board as new directors.
We would not have achieved the results we have today without the dedication of our employees, the support
of our customers, the confidence of our shareholders and the encouragement of the general public. On
behalf of the Board, we are most grateful and look forward to continuing our journey together.
Zhang Zhiyong
Chairman
35.2%
18 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
In 2021, led by our resource sharing and synergy creation strategy, we captured development opportunities
and advanced the coordinated growth of our “One Core and Two Wings” business, sustaining healthy
operating results overall.
Note 1: Tenancy ratio = (number of TSP tenants + number of Smart Tower tenants)/number of tower sites
Note 2: Average annual revenue per site = (revenue from Tower business + revenue from Smart Tower business)/[(number of tower
sites at the beginning of the period + number of tower sites at the end of the period)/2)]
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 19
commercial complexes, we were able to provide efficient construction. In the process, we ensured
differentiated and diverse indoor network coverage that information and communications infrastructure
solutions to customers in different regions. Our and main structural works were planned, designed,
premium services also included the provision of constructed and delivered in a synchronized manner.
shared resources such as shelters, electricity and Drawing on our expertise in integrated wireless
transmission facilities, as well as shared services network coverage, our construction featured a
such as installation and construction. These offerings combination of macro and small cells, as well as
helped us consolidate our advantages in cost, quality indoor and outdoor network infrastructure, achieving
and overall competitiveness in the market, boosting full 5G network coverage in competition venues
the rapid growth of the DAS business. As of the in Beijing and Hebei province, as well as along
end of 2021, our DAS business covered buildings the Beijing-Chongli Expressway and the Beijing-
with a total area of 4,990 million square meters, up Zhangjiakou High-speed Railway connecting the
by 22.9% over the previous year. We also covered venues. Moreover, we worked closely with TSP
8,007 kilometers of subways and 8,899 kilometers of customers to devise innovative solutions and high-
high-speed railway tunnels, up by 36.2% and 30.5%, performance 5G DAS products, which were adopted
respectively, from the year before. to effectively tackle the problem of 5G coverage in
high-speed railway tunnels. In this particular use case
Drawing on our competitive ability to manage of the Winter Olympics and high-speed railways, we
resources and our expertise in construction, we successfully integrated high-speed railway, 5G and
focused on major projects and key communications ultra-high definition livestreaming – the three major
infrastructure construction, underscoring our modern innovations from China.
capabilities and building our brand as a world-
class information and communications infrastructure Looking ahead, we will firmly position the Company
integrated service provider. One of these projects as an integrated service provider of information
was the Beijing 2022 Winter Olympics. Adhering to and communications infrastructure and continue to
the theme of organizing green, shared, open, honest drive innovation and build our core competence.
and clean games, we maintained a clear focus on We will foster the dual growth engines of 5G
5G network construction in the Olympic venues and DAS to fuel the high-quality and sustainable
and in the key surrounding regions. Adopting a development of our TSP business through providing
coordinated approach, we handled demand from the better services to our customers. Sharing will
three TSPs through resource sharing and intense and
22 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
remain core to our strategy, which will see us Smart Tower Business
reinforce our advantages in resources. We will
In response to opportunities arising from the
push for the implementation of more supportive
development of the digital economy, we targeted
government policies and create synergies from the
key sectors and focused on developing our Tower
co-construction of 5G new information infrastructure
Monitoring business. By strengthening our platform
and traditional infrastructure projects in order to
operation capabilities and broadening our market,
exercise better control over resources. Riding on
we sped up the extension of our offerings from
the demand for indoor coverage, we will address
resource leasing to higher-value digital applications
new-build and 5G alternation demand, with a focus
and services. By doing so, our Smart Tower business
on key scenarios. By doing so, we will seek the
sustained rapid scale growth, further supporting our
scaled deployment of our innovative DAS solutions
transformation from telecommunications towers into
to fulfill 5G construction demand and increase our
digital towers.
DAS market share. Aligning with our customers’
network construction strategy, we will further
In 2021, our Smart Tower business generated
diversify our power supply and ancillary facilities,
revenue of RMB4,060 million, up by 35.2% year-on-
DAS, and other offerings through technological and
year. The revenue from the Smart Tower business
product innovation, in order to cater to customer
accounted for 4.7% of our overall operating revenue
requirements and support their cost-effective, green
and contributed 19.3% to the incremental operating
and low-carbon development.
revenue in the year. As of the end of 2021, nearly
175,000 of our tower sites had provided smart tower
applications and services to multiple sectors and
verticals.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 23
Our extensive site coverage across China combines we formed strategic partnerships with a range of
the strengths of various types of site and monitoring governmental organizations including the Ministry
capabilities. These advantages, coupled with of Water Resources, the Ministry of Agriculture
the largest site-sharing and practical Internet of and Rural Affairs, and the China Earthquake
Things platforms, have enabled us to further the Administration, to support ecological conservation
transformation of our telecommunications towers and the high-quality development of regions
into digital towers. We targeted key sectors along the Yangtze River and the Yellow River.
centered around the Tower Monitoring business Through our partnership with the China Earthquake
to provide mid- and high-point video surveillance Administration, we successfully completed projects
and information services to our customers in various related to nationwide earthquake intensity alerts
sectors by adopting the model of “Tower+5G+AI”. and early warnings, helping to safeguard the country
In addition, we developed an innovative and unified against seismic risks and mitigate disasters.
tower monitoring platform by integrating algorithm,
cloud resources, transmission and terminals. Drawing Going forward, we will continue to capture
on this national platform, we created an innovation- opportunities and leverage our site resources, as
driven ecosystem to effectively consolidate hundreds well as newly-fostered advantages in innovative
of algorithms and capabilities, allowing us to create platforms and algorithms, to enhance our product
synergies and grow together with industry partners. portfolio, optimize the digital tower ecosystem and
further develop our expertise in key verticals. We
Responding to the demand arising from the will devote ourselves to the sustainable and high-
digitalization of social governance activities, we quality development of the Smart Tower business
aligned our development with the national strategy, and to becoming a highly competitive information
targeting key sectors, including agriculture, water applications service provider.
resources, environmental protection and forestry, to
optimize our social resource-sharing model. In 2021,
24 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Delving into key sectors: We will target eight Optimizing the products: To fulfill the demand of
sectors – agriculture, water resources, environmental various sectors, we will deepen partnerships along
protection, forestry and grassland, emergency the industrial chain and launch standardized and
response, land, transportation, and township ready-to-deploy industry applications for our eight
governance. We will advance the launch and target sectors, with the aim of delivering a better
commercialization of key projects with a goal to user experience in terms of product availability,
deepen social resource sharing. Responding to the effectiveness and usability.
national strategy of rural revitalization and digital
village development, we will promote our video Strengthening the platform: We will continue to
surveillance service to medium- and small-sized develop our professional platform by improving
businesses from various industries, ranging from unified standards and empowering business
agriculture and forestry to animal husbandry and expansion, to support the continued innovation and
fishery, in different counties, towns, and villages. By growth of our Smart Tower business.
doing so, we will accelerate market expansion and
increase the social impact of our brand.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 25
The table below summarises the changes in composition of the Company’s operating revenue for the
years of 2021 and 2020:
2021 2020
Proportion Proportion
Total in operating Total in operating
(RMB million) amount revenue amount revenue
87.6 % 90.5 %
5.0 % 4.3 %
4.7 % 3.7 %
2021 2.4 % 2020 1.2 %
0.3 % 0.3 %
Tower business DAS business Smart Tower business Energy business Other business
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 27
2021 2020
Proportion Proportion
Total in operating Total in operating
(RMB million) amount revenue amount revenue
The table below summarises the major items of the Company’s capital expenditures in 2021 and 2020.
2021 2020
Total Total
(RMB million) amount Proportion amount Proportion
Operating cash flow and free cash flow 7. Balance Sheet Status
In 2021, the Company had net cash generated As at the end of 2021, the Company’s total
from operating activities of RMB60,503 million. assets were RMB323,259 million while the total
Free cash flow, after deducting the capital liabilities were RMB133,905 million, of which
expenditures, was RMB35,311 million. the net debts amounted to RMB94,833 million.
The liabilities to assets ratio was 41.4%, and the
gearing ratio was 33.4%.
Focus on
Battery Exchange
and
Power Backup
Energy Business
revenue grew
121.5%
32 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Aged 56, has been an executive Director and chairman of the Board since September
2021. Mr. Zhang served as a non-executive Director from May 2018 to September 2021.
He served as director of Qinhuangdao Telecommunications Bureau from November
1999 to July 2000, general manager of Qinhuangdao Branch of Hebei Telecom Company
Limited from July 2000 to June 2002, deputy general manager of Beijing Telecom
Company Limited from June 2002 to December 2002, and manager of the industry
management department of CTC from December 2002 to June 2010. Mr. Zhang
successively served in several positions with CCS, including deputy general manager
from October 2006 to January 2008, executive director from August 2007 to June 2010,
general manager from January 2008 to June 2010, and chairman of the board and
executive director from March 2018 to September 2021. He successively served in several
positions with China Telecom, including general manager of Xinjiang Branch from June
2010 to March 2014, general manager of Beijing Branch from March 2014 to November
2017, and executive vice president from July 2018 to September 2021. He was the vice
president of CTC from November 2017 to September 2021 and the general counsel of
CTC from April 2021 to September 2021.
Mr. Zhang graduated from Changchun Institute of Posts and Telecommunications (which
was merged into Jilin University in 2000) in July 1986 with a bachelor’s degree of wireless
communications. He graduated from Yanshan University in Qinhuangdao, PRC in July
2002 with a master’s degree of engineering. He also graduated from BI Norwegian
Business School in August 2005 with a master’s degree in management.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 33
Aged 58, has been an executive Director since July 2019, the general manager of the
Company since June 2019 and the general counsel of the Company since June 2021.
Mr. Gu served as a deputy general manager of the Company from August 2014 to June
2019, and as the chairman of the labor union of the Company from June 2017 to January
2020. He successively served in several positions with China United Telecommunications
Corporation (the predecessor of CUC), including secretary to the chairman of the board
of directors from February 1999 to August 2000, secretary of manager-level from August
2000 to August 2001, deputy general manager of Jiangsu Branch from August 2001 to
January 2004, general manager of Yunnan Branch from January 2004 to February 2006,
and general manager of the finance department from February 2006 to November 2008.
He successively served in several positions with CUC, including officer in charge of the
planning and management department from December 2008 to February 2009, general
manager of the planning and management department from February 2009 to April
2010, general manager of the market department from April 2010 to April 2012, and
deputy general manager of network branch and general manager of the operation and
maintenance department of network branch from April 2012 to September 2014.
Aged 58, has been a non-executive Director since October 2020. Mr. Gao previously
served as a deputy director general of Xinjiang Uygur Autonomous Region Posts and
Telecommunications Administration, a deputy general manager and general manager
of Xinjiang Uygur Autonomous Region Telecom Company, the general manager of
China Telecom Jiangsu branch, a vice president of CTC, and an executive director and
executive vice president of China Telecom. Mr. Gao also serves as a vice president of
CMCC, a vice president of China Mobile, a director and vice general manager of China
Mobile Company, a non-executive director of CCS, and a non-executive director and
vice chairman of True Corporation Public Company Limited.
Mr. Gao graduated from the Changchun Institute of Posts and Telecommunications with
a major in telecommunications engineering and received a doctorate degree in business
administration from the Hong Kong Polytechnic University. Mr. Gao has extensive
experience in management and the telecommunications industry.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 35
Aged 53, has been a non-executive Director since May 2020. Mr. Mai previously served
as deputy general manager of Guangdong Branch of China Network Communications
Group Corporation, deputy general manager of Guangdong Branch, the general
manager of Fujian Branch, as well as the general manager of Liaoning Branch of China
Unicom. Mr. Mai served as a Delegate to the 12th National People’s Congress. Mr. Mai
also serves as a non-executive director and the deputy chairman of the board of PCCW
Limited (listed on the Hong Kong Stock Exchange with an American Depositary Receipts
trading on OTC Markets Group lnc.), a non-executive director of China Communications
Services Corporation Limited (listed on the Hong Kong Stock Exchange), a non-executive
director of HKT Limited (HKT Trust and HKT Limited are listed on the Hong Kong
Stock Exchange), an executive director of China Unicom (Hong Kong) Limited and HKT
Management Limited (the trustee-manager of the HKT Trust), vice general manager of
China United Network Communications Group Company Limited, senior vice president
of China United Network Communications Limited as well as director and senior vice
president of China United Network Communications Corporation Limited.
Mr. Mai graduated from Zhengzhou University in 1991 and obtained a master’s
degree in electronics and information engineering from Beijing University of Posts and
Telecommunications in 2002. He is a professor level senior engineer.
36 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Aged 55, has been a non-executive Director since January 2022. Mr. Liu previously
served as a deputy general manager and the general manager of China Unicom Hunan
branch and the general manager of China Unicom Jiangsu provincial branch. He
currently serves as a vice president of CTC, an executive director and executive vice
president of China Telecom. Mr. Liu also serves as a deputy director general of China
Institute of Communications and a director of Global System for Mobile Communications
Association (GSMA).
Mr. Liu received a doctorate degree in engineering science from National University
of Defense Technology and is a professor level senior engineer. Mr. Liu has extensive
experience in management and the telecommunications industry.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 37
張國厚先生 ︱ 董事
Aged 59, has been an independent non-executive Director since January 2022. Mr.
Zhang successively served in the finance office and finance department of Northeast
Power Corporation from September 1986 to May 1999 and as a vice chief accountant
and head of finance department of Northeast Branch of State Power Corporation of
China from May 1999 to March 2000. He successively served in several positions with
GD Power Development Co., Ltd. from March 2000 to January 2001, including the chief
accountant, and chief accountant and board secretary. He served as a vice general
manager of finance and equity management department of State Power Corporation
of China from January 2001 to January 2003, and successively served in several
positions with State Grid Corporation of China from January 2003 to January 2006,
including the head of finance department and head of fund management center, and
the chief financial advisor. Mr. Zhang successively served as the chief accountant and
a vice general manager of China GuoDian (Group) Corporation from January 2006 to
November 2017. He also served as a director and an audit committee member of GD
Power Development Co., Ltd. from November 2007 to February 2020. Mr. Zhang served
as a member of the senior management of China Energy Investment Corporation from
November 2017 to September 2020, and a director of China Huadian Corporation Ltd.
from September 2020 to October 2021.
Mr. Zhang graduated from Shenyang Electric Power School (merged into Shenyang
Institute of Technology) majored in automation of thermodynamic process and obtained
a master’s degree in economics from Renmin University of China. Mr. Zhang is qualified
as a senior accountant. He has more than 30 years of experience in accounting and has
accumulated extensive experience in financial management and asset restructuring.
38 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Aged 67, has been an independent non-executive Director since May 2020. Mr.
Deng also serves as an external director of China National Nuclear Corporation. He
successively served in government departments including the Personnel Section of
Surveying and Mapping Institute of the Beijing Municipal Bureau of Planning, the
Enterprise Bureau of the State Economic Commission, the Enterprise Department of the
National Economic System Reform Commission, the Enterprise Management Department
of the State Planning Commission, the Enterprise Bureau of Production Office of the
State Council and the Enterprise Department of the Economic and Trade Office of
the State Council from August 1983 to June 1994. He then successively served as the
division head of the Labor Distribution Division of the Enterprise Department, a deputy
director of the Enterprise Department, and a deputy director of the Enterprise Reform
Department of the State Economic and Trade Commission from June 1994 to May 2003,
and a deputy chief and the chief of the Enterprise Reorganization Bureau (National
Enterprise Merger and Bankruptcy Office) of the State-owned Assets Supervision and
Administration Commission of the State Council from May 2003 to December 2008. Mr.
Deng successively held several senior management positions, including as a director, in
the State Development & Investment Corp., Ltd. from December 2008 to his retirement
in December 2014.
Mr. Deng obtained a bachelor’s degree in economics from Beijing College of Economics
in 1983 and is qualified as a senior economist.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 39
JP, aged 53, has been an independent non-executive Director since January 2022. Mr.
Hu obtained his doctorate degree in economics from Zhongnan University of Economics
and Law and is a Senior Economist in PRC. Mr. Hu has many years of experience serving
at the senior level in financial institutions. Mr. Hu also holds various social positions,
which include the co-chairman of the VC/PE Committee of the Investment Association
of China, a director of the Hong Kong Financial Services Development Council, the
honorary life chairman of Chinese Financial Association of Hong Kong, the chairman of
China Mergers and Acquisitions Association (Hong Kong), a member of the Resolvability
Review Tribunal of the Government of Hong Kong, a member of Hong Kong Academy
of Finance, and a member of the Belt and Road & Greater Bay Area Committee of
Hong Kong Trade Development Council. Mr. Hu had also held positions including the
chairman and president of CCB International (Holdings) Limited, the chairman of CCBI
Metdist Global Commodities (UK) Limited, the chairman-in-office of China Mergers
& Acquisitions Association, a director of China Construction Bank (Asia) Corporation
Limited, a member of the Process Review Panel for the Securities and Futures
Commission of Hong Kong, and a member of the Securities and Futures Appeals
Tribunal of Hong Kong. Mr. Hu has been an independent non-executive director of
Towngas China Company Limited since November 2021.
40 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Supervisors
Aged 53, has been the Chairman of the Supervisory Committee since January 2022, and a Supervisor since
April 2021. Ms. Fan served as general manager of the Guizhou branch of the Company from September 2014
to August 2016, party secretary and general manager of the Guizhou branch of the Company from August
2016 to December 2017, party secretary and general manager of the Beijing branch of the Company from
December 2017 to November 2020, and director of the division of party and masses’ affairs and secretary
of the directly-affiliated Party Committee of the Company from November 2020 to December 2020. She has
been vice chairman of the labor union, director of the division of party and masses’ affairs, and secretary
of the directly-affiliated Party Committee of the Company since December 2020. She successively served
in several positions with Guizhou Mobile Communication Co., Ltd., including director of the planning and
construction department from August 1999 to December 2000, and deputy general manager, member of the
leading party members’ group and director from December 2000 to August 2004. She served as director,
deputy general manager, member of the leading party members’ group of China Mobile Group Guizhou
Co., Ltd. and general manager of Guizhou Communication Service Co., Ltd. from August 2004 to September
2014.
Ms. Fan graduated from Beijing Institute of Posts and Telecommunications (currently known as
Beijing University of Posts and Telecommunications) in July 1989 with a bachelor’s degree of wireless
communications and received a master’s degree of information communication management from BI
Norwegian Business School-Fudan University in May 2004. Ms. Fan is qualified as a senior engineer.
Aged 46, has been a Supervisor since January 2022. Mr. Liu previously served as a deputy manager of
accounting division in the finance department of China Mobile Communications Corporation, the acting
president for finance and the general manager of finance department of China Mobile Hong Kong Company
Limited, the manager of tax management division of China Mobile Communications Corporation, a director,
a deputy general manager and the chief accountant of China Mobile Group Xizang Co., Ltd., a director of
China Mobile Group Beijing Co., Ltd., and a director and general manager of China Mobile Group Finance
Co., Ltd. Mr. Liu currently serves as the general manager of the internal audit department of CMCC and a
director of China Mobile Group Finance Co., Ltd.
Mr. Liu graduated from Tsinghua University majored in business administration and obtained a master’s
degree. Mr. Liu is a member of the Chinese Institute of Certified Public Accountants.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 41
Aged 51, has been a Supervisor since October 2020. Mr. Li served as a director of the Company from July
2014 to May 2018. Mr. Li served in CUC from January 1999 to July 2020 successively as a deputy manager
of operation and finance division, a manager of budget and management division and a deputy general
manager of plan and finance department, a deputy general manager of finance department, the general
manager of finance department and the general manager of remainder enterprise management department,
and the general manager of Hubei Branch. He has been the general manager of auditing department of CUC
since July 2020.
Mr. Li graduated from department of management engineering of Beijing Institute of Posts and
Telecommunications (currently known as Beijing University of Posts and Telecommunications) and majored
in postal communication management in July 1992. He graduated from department of management
engineering of Beijing University of Posts and Telecommunications with a master’s degree in economics and
majored in transportation economics in May 1995 and received a master’s degree in business administration
from Tsinghua University in January 2006. Mr. Li is a senior accountant.
Aged 48, has been a Supervisor since January 2022. Ms. Han previously served as a supervisor of China
Telecom, the chief financial officer of China Telecom Global Limited, the deputy managing director of audit
department of both CTC and China Telecom. Ms. Han served as a supervisor and the chairperson of the
supervisory committee of CCS from December 2015 to December 2021. Ms. Han currently serves as the
managing director of audit department of both CTC and China Telecom.
Ms. Han graduated from Beijing University of Posts and Telecommunications in 1995 with a bachelor’s
degree in engineering management, and received a master’s degree in business administration from the
BI Norwegian School of Management in 2007. Ms. Han is an international internal auditor, a member of the
Chinese Institute of Certified Public Accountants and a senior accountant. She has extensive experience in
operation management and financial management in the telecommunications industry.
42 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
aged 52, has been a Supervisor since July 2019. Ms. Li served at the Pre-trial Division of Shenyang Public
Security Bureau of Liaoning Province from August 1992 to December 1999. She served as a lawyer of Jinde
Law Firm from December 1999 to December 2002, a director of the legal department of China National
Coal Group Corp. from December 2002 to August 2003, a general legal counsel and a director of the legal
department of China Coal & Coke Holdings Ltd. from August 2003 to April 2011, a deputy general manager
of the legal department of China National Coal Group Corp. from April 2011 to June 2011, a deputy general
manager of the legal department of China Reform Holdings Corporation Ltd. from June 2011 to July 2014,
during which she also served as a deputy general manager of the legal department of CNIC Corporation
Limited from January 2013 to September 2014. Ms. Li served as a general manager of the legal department
of CNIC Corporation Limited from September 2014 to March 2019, during which she also served as a general
manager of the legal department of CNIC Consulting Corporation Limited from February 2017 to March
2019. She successively served in several positions with China Reform Asset Management Co., Ltd., including
the deputy general manager from March 2019 to February 2020, the general manager from February 2022
to December 2021 and the general counsel from September 2020 to December 2021, the general manager
of asset management of China Reform Holdings Corporation Ltd. from April 2021 to December 2021, the
vice supervisor of asset allocation department of China Reforms since December 2021. Ms. Li has served as
a director of Guoxin Ronghui Equity Investment Fund Management Co., Ltd. since March 2019, a supervisor
of China Railway Signal & Communication Corporation Limited since February 2020, the legal representative,
executive director and general manager of China Reform Shengkang Private Equity Management (Beijing)
Co., Ltd. since December 2020, and a director of Zhongjin Gold Corp., Ltd. since March 2021.
Ms. Li graduated from Northwest University of Political Science and Law with a bachelor’s degree in law in
1992 and obtained an MBA degree in Renmin University of China.
Aged 55, has been a Supervisor since May 2018. He served as senior director of the human resources
department of the Company from November 2014 to April 2017, deputy general manager of the human
resources department of the Company from April 2017 to June 2017, deputy general manager of the audit
department of the Company from June 2017 to December 2019 and has been general manager of the audit
department of the Company since December 2019. Mr. Wang successively served in several positions with
China United Telecommunications Corporation (the predecessor of CUC), including deputy manager of the
remuneration welfare division of the human resources department from August 2000 to May 2002, manager
of the general division of human resources department from May 2002 to August 2003, director of the human
resources department of Guangdong branch from August 2003 to December 2005, manager of the labor
capital division of the human resources department from January 2006 to November 2008. He served as
manager of the remuneration welfare and long-term incentive division of the human resources department of
CUC from December 2008 to November 2014.
Mr. Wang graduated from Renmin University of China in July 1989 and majored in labor economics. He was
recognized as an intermediate economist in April 1994 by the Ministry of Personnel.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 43
Aged 55, has been the chief accountant of the Company since August 2014 and the chairman of the
labor union of the Company since January 2020. Mr. Gao served as deputy director of Posts and
Telecommunications Bureau of Jingsha (renamed as Jingzhou afterwards), Hubei from February 1996
to January 1997, deputy director of Posts and Telecommunications Bureau of Jingzhou, Hubei from
January 1997 to December 1998, deputy director of Telecommunications Bureau of Jingzhou, Hubei
from December 1998 to June 2000. He served as vice director of the planning and finance department of
Hubei Telecommunications Corporation from June 2000 to April 2003, deputy general manager of Hubei
Telecommunications Corporation from April 2003 to November 2005 (during which he served as director and
deputy general manager of Hubei Telecom Company Limited from April 2003 to March 2004), deputy general
manager and chief accountant of Hubei Telecommunications Corporation and director, deputy general
manager and chief accountant of Hubei Telecom Company Limited from November 2005 to April 2008,
deputy general manager and chief financial officer of Hubei branch of China Telecom and deputy general
manager and chief accountant of China Telecom Group Hubei Corporation from April 2008 to February 2012,
and general manager of China Telecom Heilongjiang branch, general manager of Heilongjiang branch of
CTC and general manager of Heilongjiang network assets branch of CTC from February 2012 to August 2014.
Mr. Gao graduated from Beijing Institute of Posts and Telecommunications (renamed as Beijing University
of Posts and Telecommunications in 1993) in July 1988 and majored in management engineering, from
Australian National University in December 2005 with an MBA degree, and from Rennes School of Business,
France with a doctor’s degree of business administration in May 2012. Mr. Gao was recognized as a senior
economist in November 1997 by Hubei Posts and Telecommunications Administration and a chief accountant
in August 2009 by China Associate of Chief Financial Officers.
Aged 59, has been a member of the senior management of the Company since November 2016. Mr. Sun
successively served in several positions with China Hydro Power Construction Company, including deputy
head and head of the department of labor and education from October 1994 to October 2000, head of the
discipline inspection and supervision department from October 2000 to February 2001 and deputy leader of
the discipline inspection team and head of the supervision department from February 2001 to September
2003. He successively served in several positions with Sinohydro Corporation, including deputy leader of
the discipline inspection team and head of the supervision department from September 2003 to February
2006, deputy secretary of the provisional discipline committee and head of the supervision department from
February 2006 to February 2007, deputy secretary and head of the supervision department from February
2007 to January 2010. He successively served in several positions with Sinohydro Group Limited (renamed as
Power Construction Corporation Of China, Ltd. in January 2014), including deputy secretary of the discipline
committee, head of the supervision department and supervisor from January 2010 to December 2012, deputy
secretary of the Party Committee, secretary of the discipline committee and supervisor from December 2012
to May 2013, deputy secretary of the Party Committee, secretary of the discipline committee and chairman
of the Supervisory Committee from May 2013 to February 2014, deputy secretary of the discipline committee
and chairman of the Supervisory Committee from February 2014 to June 2014, and deputy secretary of
the discipline committee from June 2014 to October 2014. He served as deputy secretary of the discipline
committee of Power Construction Corporation of China from October 2014 to November 2016.
Mr. Sun graduated from the Party School of the Central Committee of the Communist Party of China in
Beijing, PRC in December 2000 and majored in economics and management by way of correspondence. He
was recognized as economist and senior economist by the review committee for Senior Economists of China
Hydro Power Construction Company in October 1993 and October 1998, respectively.
44 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Aged 52, has been a deputy general manager of the Company since June 2019. Mr. Liu joined the Company
in August 2014 and had served as general manager of Jiangxi branch of the Company, general manager of
maintenance department of the Company, general manager of Henan branch of the Company and general
manager of the operation and maintenance department (formerly known as maintenance department,
renamed as operation and maintenance department in December 2018) of the Company. He has been the
chairman of the board of Energy Tower Corporation Limited (鐵塔能源有限公司) since June 2019. He served
as general manager of market and operation department and general manager of the planning department
of China Mobile Group Sichuan Company from December 2003 to February 2010. He served as director and
deputy general manager of China Mobile Group Guizhou Company from February 2010 to August 2014.
Mr. Liu obtained a doctorate degree in railway traction electrification and automation from Southwest
Jiaotong University and is qualified as a senior engineer.
Aged 51, has been a deputy general manager of the Company since January 2020. Mr. Zhang served as the
general manager of the Shandong branch of the Company since he joined the Company in August 2014. He
served as director of the network operations and maintenance department of Shandong branch and general
manager of the Linyi branch of China Network Communications Group Corporation successively from June
2006 to November 2008, director of preparation division and general manager of Linyi Branch and deputy
general manager of Yunnan branch of China United Network Communications Corporation Limited from
November 2008 to August 2014.
Mr. Zhang obtained a bachelor’s degree in telecommunications engineering from Beijing Institute of Posts
and Telecommunications (renamed as Beijing University of Posts and Telecommunications) and a master’s
degree in electronics and information engineering from Beijing University of Posts and Telecommunications
and is qualified as a senior engineer.
Aged 43, has been the secretary to the Board of the Company since May 2018 and the general manager of
finance department of the Company since December 2019. Ms. Liu served as senior director of general affairs
department and general manager of corporate development department since she joined the Company
in November 2014. She successively served as a deputy manager of investment analysis division and a
manager of general administration division of overseas investment management department of China Mobile
Communications Corporation from September 2007 to November 2014.
Mr. Liu graduated from Renmin University of China with a doctorate degree in economics and is qualified as
a senior economist.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 45
The board of directors of China Tower Corporation Limited is pleased to present the Report of the Directors
of the Company, together with the audited consolidated financial statements of the Group prepared in
accordance with International Financial Reporting Standards for the year ended 31 December 2021.
Principal Businesses
The principal activities of the Group are the construction, maintenance and operation of telecommunications
towers and auxiliary facilities, public network coverage for high-speed rail and subway, and large-scale indoor
distributed antenna systems. In addition, relying on its unique resources, the Group also provides information
application and energy application services including power exchange and back-up to the public. The
Group’s headquarters are located in Beijing, China with 31 provincial branches operating across mainland
China.
Results
Results of the Group for the year ended 31 December 2021 and the financial position of the Group as at that
date are set out in the audited consolidated financial statements on pages 100 to 170 of this annual report.
Dividend
The Company has placed great importance on the returns to Shareholders and has adopted a dividend
policy. The Company shall take into account the following factors when forming the proposals for dividend
distribution:
(a) dividends declared and paid by global telecommunications tower infrastructure companies;
(b) the Company’s results of operations, cash flows and financial condition;
(d) the amount of distributable profits determined according to accounting principles generally accepted in
the PRC or International Financial Reporting Standards, whichever is lower; and
After taking into account the aforesaid factors, 50% of the Company’s annual distributable profit or more
shall be used for dividend distribution; the Company shall declare and pay dividends in form of cash or
shares, and the payment of dividends shall be made at the Board’s discretion and subject to approval by the
Shareholders.
46 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
The Board proposes a final dividend of RMB0.02624 (pre-tax) per share for the year ended 31 December
2021. The dividend proposal will be proposed to the 2021 AGM for the Shareholders’ consideration. The
proposed final dividends, if approved, will be denominated and declared in Renminbi, which are expected to
be paid on or around 30 June 2022 upon approval at the 2021 AGM.
Dividends will be paid in Renminbi for holders of domestic shares and the Southbound Shareholders, and
dividends for H Shareholders other than the Southbound Shareholders will be paid in Hong Kong dollars.
The relevant exchange rate will be the average of the mid-point rates of Renminbi to Hong Kong dollars
as announced by the People’s Bank of China for the week prior to the date of approval of declaration of
dividends by the 2021 AGM. The record date for entitlement to the Shareholders’ rights and the relevant
arrangements of dividend distribution for Southbound Shareholders are the same as those for the Company’s
H Shareholders.
Under the requirements of the Law of the People’s Republic of China on Enterprise Income Tax《中華人民
共和國企業所得稅法》 , the Regulations for the Implementation of the Law of the People’s Republic of China
on Enterprise Income Tax《中華人民共和國企業所得稅法實施條例》implemented in 2008, the Company has
the obligation to withhold enterprise income tax at a rate of 10% on dividends when it pays the proposed
final dividend for 2021 to its H Shareholders who are overseas non-resident enterprises (including HKSCC
Nominees Limited, other institutional nominees and trustees, or other organizations or groups) listed on the
H Share register of members on 23 May 2022.
According to the requirement under Guo Shui Han [2011] No. 348 issued by the State Administration of
Taxation (國家稅務總局國稅函[2011]348號規定) and the relevant laws and regulations, for individual H
Shareholders who are Hong Kong or Macau residents and whose country of domicile is a country which has
entered into a tax treaty with the PRC stipulating a dividend tax rate of 10%, the Company will withhold the
individual income tax at the rate of 10%. For individual H Shareholders whose country of domicile is a country
which has entered in to a tax treaty with the PRC stipulating a dividend tax rate lower than 10%, the Company
will withhold the individual income tax at a tax rate of 10% of dividend. For individual H Shareholders whose
country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend
tax rate higher than 10% but lower than 20%, the Company will withhold the individual income tax at the
effective tax rate under the relevant tax treaty. For individual H Shareholders whose country of domicile is a
country which has entered into a tax treaty with the PRC stipulating a dividend tax rate higher than 20%, or a
country which has not entered into any tax treaties with PRC, or under any other circumstances, the Company
will withhold and pay individual income tax at the rate of 20% on behalf of the individual H Shareholders.
The Company will determine the country of domicile of the individual H Shareholders based on the
registered address as recorded in the H Share register of members of the Company on 23 May 2022. If
the country of domicile of an individual H Shareholder is not the same as the registered address or if the
individual H Shareholder would like to apply for a refund of the additional amount of tax finally withheld and
paid, the individual H Shareholder shall notify and provide relevant supporting documents to the Company
on or before 17 May 2022. Upon examination of the supporting documents by the relevant tax authorities,
the Company will follow the guidance given by the tax authorities to implement relevant tax withholding
and payment provisions and arrangements. Individual H Shareholders may either personally or appoint a
representative to attend to the procedures in accordance with the requirements under the tax treaties notice
if they do not provide the relevant supporting documents to the Company within the time period stated
above.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 47
For Southbound Investors (including enterprises and individuals), the Shanghai branch of China Securities
Depository and Clearing Corporation Limited and the Shenzhen branch of China Securities Depository and
Clearing Corporation Limited, as the nominees of the Shareholders of the Southbound Trading, will receive
all dividends distributed by the Company and will distribute the dividends to the relevant Shareholders under
the Southbound Trading through its depositary and clearing system. According to the relevant provisions
under the “Notice on Taxation Policies for Shanghai-Hong Kong Stock Connect Pilot Programme (Cai Shui
[2014] No. 81) 《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知(財稅[2014]81號)》
( )” and “Notice
on Taxation Policies for Shenzhen-Hong Kong Stock Connect Pilot Programme (Cai Shui [2016] No. 127) 《關 (
於深港股票市場交易互聯互通機制試點有關稅收政策的通知(財稅[2016]127號)》 )”, the Company shall withhold
individual income tax at the rate of 20% with respect to dividends received by the Mainland individual
investors for investing in the H Shares of the Company listed on the Hong Kong Stock Exchange through
the Southbound Trading. In respect of the dividends for the investment of Mainland securities investment
funds in the H Shares of the Company listed on the Hong Kong Stock Exchange through the Southbound
Trading, the tax levied on dividends derived from such investment shall be ascertained by reference to the
rules applicable to the treatment of individual income tax. The Company is not required to withhold income
tax on dividends derived by the Mainland enterprise investors under the Southbound Trading, and such
enterprises shall report the income and make tax payment by themselves. The record date for entitlement to
the Shareholders’ rights and the relevant arrangements of dividend distribution for the Southbound Investors
are the same as those for the Company’s H Shareholders.
The Company assumes no responsibility and disclaims all liabilities whatsoever in relation to the tax status or
tax treatment of the H Shareholders and for any claims arising from any delay in or inaccurate determination
of the tax status or tax treatment of the H Shareholders or any disputes relating to the tax withholding and
payment mechanism or arrangements.
(1) For ascertaining the H Shareholders’ rights to attend and vote at the 2021 AGM (and any adjournment
thereof)
Latest time to lodge transfer documents for registration 4:30 p.m. on 3 May 2022
Closure of register of members (both inclusive) 4 May 2022 to 11 May 2022
Record date 11 May 2022
(2) For ascertaining the H Shareholders’ entitlement to the 2021 final dividend
Latest time to lodge transfer documents for registration 4:30 p.m. on 17 May 2022
Closure of register of members (both inclusive) 18 May 2022 to 23 May 2022
Record date 23 May 2022
During the above closure periods, no transfer of H shares will be registered. To be eligible to attend and
vote at the 2021 AGM, and to qualify for the 2021 final dividend, all transfer documents, accompanied by
the relevant certificates, must be lodged with the Company’s H Share registrar, Computershare Hong Kong
Investor Service Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan
Chai, Hong Kong, by no later than the aforementioned latest times.
48 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Zhang Zhiyong Chairman of the Board and executive Director 3 May 2018
Gu Xiaomin General manager and executive Director 31 July 2019
Gao Tongqing Non-executive Director 13 October 2020
Mai Yanzhou Non-executive Director 21 May 2020
Liu Guiqing Non-executive Director 14 January 2022
Zhang Guohou Independent non-executive Director 14 January 2022
Deng Shiji Independent non-executive Director 21 May 2020
Hu Zhanghong Independent non-executive Director 14 January 2022
On 30 September 2021, Mr. Tong Jilu resigned from his positions as an executive Director and chairman of
the Board by reason of age.
On 30 September 2021, Mr. Zhang Zhiyong was re-designated by the Board from a non-executive Director to
an executive Director and was appointed as the chairman of the Board.
On 14 January 2022, the Company held the 2022 First EGM to elect members of the third session of the
Board; Mr. Fan Cheng and Mr. Tse Yung Hoi no longer served as independent non-executive Directors; Mr.
Zhang Zhiyong and Mr. Gu Xiaomin were re-elected as executive Directors; Mr. Gao Tongqing and Mr. Mai
Yanzhou were re-elected as non-executive Directors; Mr. Deng Shiji was re-elected as an independent non-
executive Director; Mr. Liu Guiqing was elected as a non-executive Director; Mr. Zhang Guohou and Mr. Hu
Zhanghong were elected as independent non-executive Directors.
The Company has received annual independent confirmations from each of Mr. Fan Cheng, Mr. Tse Yung
Hoi and Mr. Deng Shiji, being the independent non-executive Directors during the year ended 31 December
2021, pursuant to Rule 3.13 of the Listing Rules. Mr. Zhang Guohou and Mr. Hu Zhanghong have also
confirmed to the Company, upon their appointments as independent non-executive Directors, that they
comply with the independence requirement under Rule 3.13 of the Listing Rules. The Company considers all
independent non-executive Directors are independent.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 49
On 14 April 2021, Mr. Li Wenmin ceased to hold his positions as an employee representative Supervisor and
the chairman of the Supervisory Committee due to the adjustment in work responsibilities.
On 14 April 2021, Ms. Fan Xiaoqing was elected and Mr. Wang Hongwei was re-elected as employee
representative Supervisors following the election at the employee representative meeting of the Company.
On 14 January 2022, the Company held the 2022 First EGM to elect members of the third session of the
Supervisory Committee; Ms. Gao Lingling and Mr. Sui Yixun no longer serves as Supervisors; Mr. Li Zhangting
and Ms. Li Tienan were re-elected as shareholder representative Supervisors; Mr. Liu Wei and Ms. Han Fang
were elected as shareholder representative Supervisors.
Profiles of the Directors and the Supervisors as at the date of this report are set out in the “Profiles of
Directors, Supervisors and Senior Management” section of this annual report.
Share Capital
The Company was established by three communication service providers in China, i.e. China Mobile
Company, China Unicom Corporation and China Telecom (the “Three TSPs”) as a joint stock limited liability
company under the Company Law of the PRC on 15 July 2014 in the PRC, with a total registered capital of
RMB10,000 million. Upon its establishment, China Mobile Company, China Unicom Corporation and China
Telecom subscribed for 4,000 million shares, 3,010 million shares and 2,990 million shares of the Company,
respectively, in cash at a par value of RMB1.00 per Share, which accounted for 40%, 30.1% and 29.9% of
equity interests in the Company respectively on the date of establishment.
50 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
In 2015, the Company issued new shares to the Three TSPs and China Reform. The share capital of the
Company was increased to RMB129,344,615,024.
On 8 August 2018, the Company completed its H Shares global offering with an issuance and allotment of
43,114,800,000 new H Shares on the Main Board of the Hong Kong Stock Exchange in aggregate, and the
offer price was HK$1.26 per Share. The joint representatives of the global offering exercised part of the
Over-allotment Option on 30 August 2018, pursuant to which, the Company issued and allotted an addition
of 3,549,056,000 new H Shares with an offer price of HK$1.26 per Share on 6 September 2018.
As at 31 December 2021, the registered share capital of the Company was RMB176,008,471,024, divided into
176,008,471,024 Shares of par value RMB1.00 per Share. The share capital of the Company is as follows:
Approximate
percentage of
the issued
Shares Number of Shares share capital
Material Interests and Short Positions in Shares and Underlying Shares of the Company
As at 31 December 2021, the interests or short position of persons who are entitled to exercise or control
the exercise of 5% or more of the voting power at any of the Company’s general meetings (excluding
the Directors and Supervisors) in the shares or underlying shares of equity derivatives of the Company as
recorded in the register required to be maintained under Section 336 of the provisions of Division 6 of Part
XV of the SFO are as follows:
Percentage of Percentage of
shares in the shares in
relevant class the total shares
Number of of shares of in issue of
Name of shareholder Nature of interest Class of shares shares held(1) the Company the Company
China Mobile (Hong Kong) Group Limited Interest held by controlled Domestic shares 49,150,953,709(L) 38.0% 27.9%
(中國移動(香港)集團有限公司)(2) corporations
China Mobile Hong Kong (BVI) Limited Interest held by controlled Domestic shares 49,150,953,709(L) 38.0% 27.9%
(中國移動香港(BVI)有限公司)(2) corporations
China Mobile(2) Interest held by controlled Domestic shares 49,150,953,709(L) 38.0% 27.9%
corporations
China Mobile Communication Interest held by controlled Domestic shares 49,150,953,709(L) 38.0% 27.9%
(BVI) Limited corporations
(中國移動通信(BVI)有限公司)(2)
China Mobile Company(2) Legal and beneficial owner Domestic shares 49,150,953,709(L) 38.0% 27.9%
China Unicom A Share Company(3) Interest held by controlled Domestic shares 36,345,836,822(L) 28.1% 20.7%
corporations
China Unicom Group Corporation Interest held by controlled Domestic shares 36,345,836,822(L) 28.1% 20.7%
(BVI) Limited corporations
(中國聯通集團(BVI)有限公司)(3)
China Unicom (BVI) Limited Interest held by controlled Domestic shares 36,345,836,822(L) 28.1% 20.7%
(中國聯通(BVI)有限公司)(3) corporations
China Unicom(3) Interest held by controlled Domestic shares 36,345,836,822(L) 28.1% 20.7%
corporations
52 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Percentage of Percentage of
shares in the shares in
relevant class the total shares
Number of of shares of in issue of
Name of shareholder Nature of interest Class of shares shares held(1) the Company the Company
China Unicom Corporation(3) Legal and beneficial owner Domestic shares 36,345,836,822(L) 28.1% 20.7%
China Telecom(4) Legal and beneficial Owner Domestic shares 36,087,147,592(L) 27.9% 20.5%
China Reform(5) Legal and beneficial Domestic shares 7,760,676,901(L) 6.0% 4.4%
owner/Interest held by
controlled corporations
BlackRock, Inc. Interest held by controlled H shares 2,877,289,973 (L) 6.17% 1.63%
corporations 163,298,000 (S) 0.35% 0.09%
Notes:
(1) (L) – Long position; (S) – Short position; (P) – Interest in a lending pool
(2) By virtue of the SFO, each of CMCC, China Mobile (Hong Kong) Group Limited, China Mobile Hong Kong (BVI) Limited,
China Mobile Communication (BVI) Limited and China Mobile is deemed to have an interest in the Shares held by China
Mobile Company.
(3) By virtue of the SFO, each of CUC, China Unicom A Share Company, China Unicom (BVI) Limited, China Unicom Group
Corporation (BVI) Limited and China Unicom is deemed to have an interest in the Shares held by China Unicom Corporation.
(4) By virtue of the SFO, CTC is deemed to have an interest in the Shares held by China Telecom.
(5) China Reform directly holds 4,000,676,901 domestic Shares, and 3,760,000,000 domestic Shares are held through its wholly-
owned subsidiary, Davo Qihang.
Save as disclosed above, as at 31 December 2021, in the register required to be maintained under Section
336 of the SFO, no other persons were recorded to hold any interests or short positions in the shares or
underlying shares of equity derivatives of the Company.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 53
In addition, according to the price adjustment mechanism of the Restricted Share Incentive Scheme, the
grant price of the First Tranche of Grant shall be adjusted based on the final dividend of RMB0.00225
per Share for the year 2018, and rounding to two decimal places, the grant price after such adjustment
maintained at RMB1.03 per Restricted Share.
The Restricted Shares granted under the First Tranche and the Second Tranche of the Initial Grant entered
the first unlocking period in 2021. As the operating revenue of the Group for the year of 2020 did not reach
the target set out in the conditions for unlocking the restricted shares, such conditions for unlocking were
not fulfilled and therefore the relevant Restricted Shares cannot be unlocked according to the terms and
conditions of the Restricted Share Incentive Scheme. The interest of relevant scheme participants in such
Restricted Shares have been bought out by the trustee or other third parties at the grant price in accordance
with the terms of the Restricted Share Incentive Scheme and the laws and regulations.
The Restricted Shares granted under the First Tranche and the Second Tranche of the Initial Grant entered
the second unlocking period in 2022. As the operating revenue of the Group for the year of 2021 did not
reach the target set out in the conditions for unlocking the Restricted Shares, such conditions for unlocking
were not fulfilled and therefore the relevant Restricted Share cannot be unlocked according to the terms and
conditions of the Restricted Share Incentive Scheme. The interest of relevant scheme participants in such
Restricted Shares will be bought out by the trustee or other third parties at the grant price in accordance
with the terms of the Restricted Share Incentive Scheme and the laws and regulations. Details of the financial
impact of the failure to unlock Restricted Shares are set out in note 25 to the audited consolidated financial
statements for the year.
The Restricted Share Incentive Scheme is a discretionary scheme of the Company and does not constitute a
share option scheme under Chapter 17 of the Listing Rules.
54 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Directors’, Supervisors’ and Chief Executive’s Interests and Short Positions in Shares,
Underlying Shares and Debentures of the Company
Save as described below, as at 31 December 2021, none of the Directors, Supervisors and chief executive
of the Company had any interests and/or short positions in the shares, underlying Shares or debentures of
the Company or its associated corporations (within the meaning of Part XV of the SFO) which will have to be
notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the
SFO (including interests or short positions which he is taken or deemed to have under such provisions of the
SFO) or which will be required, pursuant to Section 352 of the SFO, to be entered in the register referred to
therein, or will be required, pursuant to the Model Code, to be notified to the Company and the Hong Kong
Stock Exchange.
Percentage of Percentage of
shares in the shares in the
relevant class total shares
Name of the Directors, Number of of shares of in issue of
Supervisors and chief executive Nature of interest Class of shares shares held(1)(2) the Company the Company
Notes:
(2) These represent the number of the Restricted Shares which were granted to the above-mentioned persons by the Company.
Please see “Restricted Share Incentive Scheme” above for details.
In May 2019, Mr. Gu Xiaomin accepted 1,550,000 Restricted Shares granted by the Company in April 2019 under the Initial
Grant of the Restricted Share Incentive Scheme. In addition, the spouse of Mr. Li Zhangting, a Supervisor, held 550,000
Restricted Shares granted by the Company under the Initial Grant of the Restricted Share Incentive Scheme. The trustee of
the Restricted Share Incentive Scheme completed the purchase of shares from the secondary market in May 2020, but these
shares cannot be traded in the lock-up period. For details, please refer to the announcement and circular of the Company
both dated 4 March 2019, and the announcement of the Company on poll results of the 2018 AGM and announcement of
the Initial Grant both dated 18 April 2019, in relation to (inter alia) (i) the adoption of the Restricted Share Incentive Scheme
and the Administrative Measures on the Restricted Share Incentive Scheme; (ii) the authorization to the Board to implement
the Restricted Share Incentive Scheme and grant Restricted Shares under the Restricted Share Incentive Scheme from time to
time; and (iii) the Initial Grant.
As disclosed above, the Restricted Shares granted under the Initial Grant failed to be unlocked for the first unlocking
period. The interests of relevant Scheme Participants in such Restricted Shares have been bought out by the trustee or other
third parties at the grant price in accordance with the terms of the Restricted Share Incentive Scheme and the laws and
regulations, including the interests of 40% of the Restricted Shares granted to each of Mr. Gu Xiaomin and the spouse of Mr.
Li Zhangting, a Supervisor. As at 31 December 2021, Mr. Gu Xiaomin and the spouse of Mr. Li Zhangting held 930,000 and
330,000 Restricted Shares, respectively.
Save as described above, as at 31 December 2021, the Company has not granted its Directors, Supervisors
or chief executive of the Company, or their respective spouses or children below the age of 18 any rights to
subscribe for the shares or debentures of the Company or any of its associated corporations and none of
them has ever exercised any such right to subscribe for the shares or debentures of the Company.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 55
Details of remuneration of all the Directors and Supervisors for 2021 are set out in note 7 to the audited
consolidated financial statements for the year.
Permitted Indemnity
During the year ended 31 December 2021 and as at date of this report, the Company has arranged
appropriate insurance cover in respect of potential legal actions against the directors of the Group. Except
for such insurances, the Company has no valid permitted indemnity provisions (as defined in Companies
(Directors’ Report) Regulation of the Chapter 622D of Hong Kong Laws) during the reporting period and at
the time of approval of this report.
Public Float
As at the date of this annual report, based on the information that is publicly available to the Company and
within the knowledge of the Directors, the Company has maintained the prescribed public float under the
Listing Rules and as approved by the Hong Kong Stock Exchange.
Capitalized Interest
Details of capitalized interest of the Group for the year ended 31 December 2021 are set out in note 11 to
the audited consolidated financial statements for the year.
Fixed Assets
Details of the movement in fixed assets of the Group for the year ended 31 December 2021 are set out in
note 14 to the audited consolidated financial statements for the year.
Reserves
According to the Article 158 of the Articles of Association, in addition to the PRC accounting standards
and regulations, the financial statements of the Company shall also be prepared in accordance with the
international accounting standards or the accounting standards of the place outside the PRC where the
shares of the Company are listed. Any material discrepancy between the financial statements prepared
in accordance with two different accounting standards shall be explained in the notes to the financial
statements. Distribution of profits after tax of the relevant financial year shall be based on the lower of the
profits after tax shown in the two financial statements mentioned above.
Distributable reserves of the Company as at 31 December 2021, calculated on the above basis and including
the proposed final dividends for 2021, amounted to RMB6,598 million.
Details of the movement in reserves of the Company and the Group for the year ended 31 December 2021
are set out in note 33 and note 24 to the audited consolidated financial statements for the year, respectively.
Equity-linked Agreements
For the year ended 31 December 2021, the Company has not entered into any equity-linked agreements.
Donations
For the year ended 31 December 2021, the Group made charitable and other donations of a total amount of
RMB20 million.
Changes in Equity
Please refer to the consolidated statement of changes in equity contained in the audited consolidated
financial statements for the year (page 102 to 103 of this annual report).
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 57
Retirement Benefits
Details of the retirement benefits provided by the Group are set out in note 7 to the audited consolidated
financial statements for the year.
Pre-emptive Rights
There are no provisions for pre-emptive rights in the Articles of Association and the PRC laws requiring the
Company to issue new shares to the existing Shareholders in proportion to their shareholdings.
The Group persists in establishing and optimizing a value-oriented unified remuneration system based
on a proactive and effective incentive mechanism, materializing optimization of resources allocation and
maximization of corporate efficiency; adhering to the philosophy of market allocation based on value of
position, contribution in terms of capability and performance difference; maintaining competitiveness of
remuneration, attracting, motivating and retaining core staff. Staff remuneration is mainly comprised of
wages of different positions, wages in terms of performance, allowances and grants, and social insurance.
The Company also adopted the Restricted Share Incentive Scheme pursuant to which the Company can grant
H Shares to the Scheme Participants. Please see “Restricted Share Incentive Scheme” above for details.
For the year ended 31 December 2021, procurements from the Group’s five largest suppliers were less than
30% of total procurement expenditures and expenses of the Group for the year. Procurement expenditures
and expenses represent (i) the addition of property, plant and equipment, land use right and software in
our consolidated statements of balance sheet on accrual basis, and (ii) site operating lease charges, repairs
and maintenance and other operating expenses, which are expensed as incurred and recorded in our
consolidated statements of comprehensive income on accrual basis.
So far is known to the Board, except for CMCC, China Mobile (Hong Kong) Group Limited, China Mobile
Hong Kong (BVI) Limited, China Mobile Communication (BVI) Limited, China Mobile, China Mobile Company,
CUC, China Unicom A Share Company, China Unicom (BVI) Limited, China Unicom Group Corporation (BVI)
Limited, China Unicom, China Unicom Corporation, CTC, China Telecom (all of which are interested in more
than 5% of the issued share capital of the Company, details are set out in “Report of the Directors – Material
Interests and Short Positions in Shares and Underlying Shares of the Company” of this annual report),
Mr. Gao Tongqing, Mr. Mai Yanzhou, Mr. Liu Guiqing Mr. Liu Wei, Mr. Li Zhangting, Ms. Han Fang (their
positions are set out in “Profiles of Directors, Supervisors and Senior Management” of this annual report),
Ms. Gao Lingling and Mr. Sui Yixun, neither the Directors and Supervisors, their respective close associates,
nor any Shareholders who own more than 5% of our issued share capital, had any interest in any of the above
customers or suppliers.
58 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
The Company conducts certain transactions with the above connected persons in its ordinary course of
business, and these transactions constitute our continuing connected transactions under the Listing Rules.
The details of the continuing connected transactions conducted by the Company during 2021 that are
subject to reporting requirement are as follows:
Service in relation to DAS products: the Company provides, constructs and maintains the DAS
products, including the whole DAS, shelters and accessory facilities based on the needs of each of the
Telecom Shareholders and their respective branches or subsidiaries for telecommunications signal feed-
in and indoor extensive coverage, together with the provision of other services in connection therewith;
Service in relation to transmission products: the Company provides and constructs ducts, pole lines,
optical fiber cable, public manholes in front of sites and exits and routes to sites together with other
services in connection therewith for each of the Telecom Shareholders and their respective branches/
subsidiaries;
Service in relation to service products: the Company provides power supply and generation services
to each of the Telecom Shareholders and their respective branches/subsidiaries in connection with the
tower products and DAS products, which include power service, gasoline or diesel power generation
service and extra battery assurance service.
Pricing Policy
The pricing of the Relevant Products is determined after arm’s length negotiations by the relevant
parties during the ordinary and usual course of business of the Company with reference to the
construction cost, maintenance cost, site fee, management cost, operating cost, labor cost and
appropriate profit margins, as applicable, of each of the Relevant Products.
For the details of the Principal Services provided to the Telecom Shareholders, including but not limited
to the background of the 2018-2022 Service Framework Agreements and the respective pricing policy of
the Relevant Products, please refer to the prospectus of the Company dated 25 July 2018.
During the reporting period, the transaction amounts of the Principal Services Provided to the Telecom
Shareholders and their respective branches or subsidiaries by the Company are as follows:
Transaction
amounts
in 2021
(RMB in million)
Total 42,118
Total 18,397
Transaction
amounts
in 2021
(RMB in million)
Total 19,866
B. Property Leasing from Each of the Telecom Group Companies and Their
Respective Associates
During the reporting period, the Company leased certain properties from each of the Telecom Group
Companies and their respective associates.
B.1. Property leasing from CMCC and its associates Subject to announcement requirement
B.2. Property leasing from CUC and its associates Subject to announcement requirement
B.3. Property leasing from CTC and its associates Subject to announcement requirement
2021-2023 Property Lease Framework Agreements with each of the Telecom Group
Companies
The Company entered into the 2021-2023 Property Lease Framework Agreements on 19 October 2020
with each of the Telecom Group Companies on substantially the same terms and conditions of the
2018-2020 Property Lease Framework Agreements, respectively, pursuant to which the Group may lease
certain properties from each of the Telecom Group Companies and their respective associates. The
Telecom Group Companies and their respective associates shall enter into separate agreements with the
Company or its relevant provincial branches, which shall set out specific terms and conditions pursuant
to the principles and conditions provided in the 2021-2023 Property Lease Framework Agreements.
The terms of substantially all leases under the 2021-2023 Property Lease Framework Agreements are 12
months or less. For details of the 2021-2023 Property Lease Framework Agreements, please refer to the
Company’s announcement dated 19 October 2020.
62 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Due to the Company’s increasing demand for properties with suitable location, price and quality held by
CMCC with the Company’s business expansion, the Company revised the existing annual caps under the
2021-2023 Property Lease Framework Agreement with CMCC for the three years ending 31 December
2023. The other terms and conditions of the 2021-2023 Property Lease Framework Agreement with
CMCC shall remain the same. For details of the revision of the annual caps for the 2021-2023 Property
Lease Framework Agreement with CMCC, please refer to the Company’s announcement dated 19
October 2021.
Services Provided
Pursuant to the 2021-2023 Property Lease Framework Agreements, the properties to be leased from
each of the Telecom Group Companies and their respective associates include buildings and land.
Each of the Telecom Group Companies and their respective associates also provide relevant property
management services in relation to some of the properties leased to the Company.
Service Period
The 2021-2023 Property Lease Framework Agreements are valid from 1 January 2021 to 31 December
2023 and are renewable upon mutual agreement of both parties.
Pricing Policy
Under the 2021-2023 Property Lease Framework Agreements, the rents and management fees shall be
determined and paid as follows:
• the rents of office buildings will be determined with reference to the market price at the time
of signing individual agreements. If there is no market price or the market price cannot be
determined, the rents and management fees will be determined by the parties with reference to
reasonable costs, taxes payable and reasonable profits and in other applicable method (if any);
• the rents of buildings and land used for the Company’s construction and operation (sites) will be
determined with reference to the market price at the time of signing individual agreements. If there
is no market price or the market price cannot be determined, the rents and management fees will
be determined by the parties with reference to reasonable costs, taxes payable and reasonable
profits and in other reasonable method (if any);
• during the leasing term of individual leased property, the management fees, including but not
limited to, property fees, water fees, electricity fees, cleaning fees, air-conditioning fees, heating
fees, parking fees and other fees related to the use of the leased property, will be determined by
the parties with reference to the market price of similar property management service at the time
of signing individual agreements; and
• the relevant standard for the rents will be regularly reviewed and adjusted according to individual
agreements.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 63
Subtotal 15 2
Subtotal 30 24
Sites Rents 90 26
Subtotal 90 26
Total 120 50
64 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Subtotal 50 41
The Company has adopted the IFRS 16 “Lease” on 1 January 2019. Under IFRS 16, a contract is, or
contains a lease if the contract conveys a right to control the use of an identified asset for a period of
time in exchange for consideration. However, as allowed under IFRS 16, the Company has elected not
to recognise right-of-use assets and lease liabilities for lease that at the commencement date have a
lease term of 12 months or less and thus recognises the lease payments associated with such leases as
an expense on a straightline basis over the lease term. As the terms of substantially all leases under the
2021-2023 Property Lease Framework Agreements are 12 months or less, such leases and the property
management services to be received by the Company under the 2021-2023 Property Lease Framework
Agreements will be continuing connected transactions of the Company and the transaction amounts and
proposed annual caps for such transactions represent the amount of rents and management fees to be
paid by the Company under the relevant agreements on an annual basis. Where the terms of any leases
under the 2021-2023 Property Lease Framework Agreements are longer than 12 months, the Company
will recognise right-of-use assets and lease liabilities for such leases.
2021-2023 Service Supply Framework Agreements with each of the Telecom Group
Companies
The Company entered into the 2021-2023 Service Supply Framework Agreements on 19 October 2020
with each of the Telecom Group Companies, on substantially the same terms and conditions of the 2018-
2020 Service Supply Framework Agreements, respectively, pursuant to which each of the Telecom Group
Companies and its respective associates will provide construction, design, supervision, outsourcing
maintenance, intermediary, supply chain and/or training services to the Group. The associates of each
of the Telecom Group Companies, respectively, shall enter into separate agreements with the Company
or its relevant provincial branches, which shall set out specific terms and conditions pursuant to the
principles and conditions provided in the 2021-2023 Service Supply Framework Agreements. As the
highest applicable percentage ratio under Rule 14.07 of the Listing Rules for the Proposed Annual
Caps of the transactions contemplated under the 2021-2023 Service Supply Framework Agreement
with CTC exceeds 5%, the transactions contemplated thereunder are subject to the reporting, annual
review, announcement and independent Shareholders’ approval requirements under the Listing Rules.
The 2021-2023 Service Supply Framework Agreement with CTC together with the Proposed Annual
Caps were approved by the Company’s independent Shareholders at the 2020 Second EGM held on
4 December 2020. For details of the 2021-2023 Service Supply Framework Agreements, please refer to
the Company’s announcements dated 19 October 2020 and 4 December 2020 and circular dated 10
November 2020.
Services Provided
The services provided by each of the Telecom Group Companies and their respective associates under
the 2021-2023 Service Supply Framework Agreements include: construction service, design service,
supervision service, outsourcing maintenance service, intermediary service, supply chain service and
training service.
Service Period
The 2021-2023 Service Supply Framework Agreements are valid from 1 January 2021 to 31 December
2023 and are renewable upon mutual agreement of the parties, respectively.
Pricing Policy
Transaction terms, such as services fees, payment method and miscellaneous expenses will be
determined in accordance with relevant market price. If there is no market price, in order to make sure
the prices of services offered are fair and reasonable, the parties shall refer to historical prices related
to the services and, after collecting the information of market prices of such services in the industry
through channels such as bids from other providers of similar services, determine the price based on
average profit margin in the market or financial cost margin before agreeing on the pricing. Such costs
include costs of raw materials, accessories, depreciation, labor, energy, management cost, financial fees
and payable taxes and fees.
In determining the pricing standards, the parties should at least consider two comparable transactions
entered into with the Independent Third Parties holding the same qualifications and conditions as those
of the Telecom Group Companies and their associates during the same period where practical. The
Group shall determine the specific method for providing project design/construction services through
bidding or other procurement processes. Telecom Group Companies and their respective associates
which participate in the bidding shall have the qualifications and conditions not inferior to those of
the Independent Third Parties, and shall participate in the bidding or other procurement processes on
equal terms with the Independent Third Parties. In such case, both parties shall determine the pricing in
accordance with the final prices agreed in the bidding or other procurement processes.
66 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Service Period
The 2021-2023 Site Resource Service Framework Agreement with CMCC is valid from 1 January 2021 to
31 December 2023 and is renewable upon mutual agreement of the parties.
Pricing Policy
The price for the transactions under the 2021-2023 Site Resource Service Framework Agreement with
CMCC shall be determined by both parties on an arms’ length negotiation based on the market prices
in accordance with the principle of fairness and justice and with reference to (i) the actual business
needs of CMCC and its associates including specific locations, sizes, quantities and periods, and (ii) the
quality, costs and reasonable profits of the services provided by the Group. The pricing mechanism and
the price determined shall be in compliance with the applicable requirements of the Listing Rules and
the guidance letters updated by the Hong Kong Stock Exchange from time to time.
To provide services under the 2021-2023 Site Resource Service Framework Agreement with CMCC,
the Company has established decision groups within the industry expansion departments at the
headquarters and provincial branches. The decision groups would review the proposed projects of
the Company, including those transactions contemplated under the 2021-2023 Site Resource Service
Framework Agreement with CMCC. In order to ensure the fairness and reasonableness of the service
fees, the decision groups shall review, among other, the model of economic benefit assessment. The
model includes several indicators such as revenue, cost, investment amount, funds under occupation
and expenditure in cash. Where the calculation based on the factors shows that the gross profit margin
for the provision of the site resources service could not reach certain levels as prescribed by its internal
management measures from time to time, such service could not proceed.
Contract Period
The 2020-2021 Materials Procurement Framework Agreement with CTC becomes effective on the date
of its execution and expires on 31 December 2021.
Pricing Policy
The prices for the purchase of the materials shall be determined by the contracting parties in
accordance with the requirements of relevant state laws and regulations and the relevant management
rules of the Group.
Transaction terms, such as services fees, payment method and miscellaneous expenses will be
determined in accordance with relevant market price. If there is no market price, the parties shall refer
to historical prices related to the materials or, collect the information of market prices of such services
in the industry through channels such as bids from other providers of similar services and at least
consider two comparable transactions entered into with the independent third parties holding the same
qualifications and conditions as those of the Telecom Group Companies and their associates during the
same period where practical. When neither historical prices nor comparable market transaction prices
are available, in order to make sure the prices of services offered are fair and reasonable, the parties
shall determine the price based on average profit margin in the market or financial cost margin. Such
costs include costs of raw materials, accessories, depreciation, labor, energy, management cost, financial
fees and payable taxes and fees.
The Group shall determine the specific type for materials to be procured through bidding or other
processes. CTC and its associates which participate in the bidding shall have the qualifications and
conditions not inferior to those of the independent third parties, and shall participate in the bidding
or other procurement processes on equal terms with the independent third parties. In such case, both
parties shall determine the pricing in accordance with the final prices agreed in the bidding or other
procurement processes.
If a governmental agency issues a governmental price for the materials to be traded under the
agreement during the term of the agreement, the price shall be adjusted with reference to the
governmental price.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 69
Contract Period
The 2021-2023 Value-added Service Framework Agreement with CTC becomes effective on the date of
its execution and will expire on 31 December 2023.
70 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Pricing Policy
The prices for the value-added services shall be determined by the contracting parties in accordance
with the requirements of applicable laws and regulations of the PRC and the relevant administrative
rules of the Group.
Transaction terms, such as services fees, payment schedule and method as well as miscellaneous
expenses shall be determined in accordance with relevant market price. If there is no market price, the
parties shall refer to historical prices related to the services or, collect the information on market prices
of such services in the industry through channels such as from other providers of similar services and
consider at least two comparable transactions entered into with the Independent Third Parties holding
the same qualifications and conditions as those of the CTC and its associates during the same period
where practical. When neither historical prices nor comparable market transaction prices are available,
in order to make sure such prices offered are fair and reasonable, the parties shall determine the price
based on average profit margin in the market or financial cost margin. The average profit margin in the
market and financial cost margin for similar services are analysed based on the information of prices of
similar services in the industry through channels such as from other providers. Such costs include costs
of raw materials, accessories, depreciation, labor, energy, management cost, financial fees and payable
taxes and fees.
To provide services under the 2021-2023 Value-added Service Framework Agreement with CTC, the
Company has established decision groups within the industry expansion departments and energy
operation departments at the headquarters and provincial branches. The decision groups would
review the proposed projects of the Company, including those transactions contemplated under
the 2021-2023 Value-added Service Framework Agreement with CTC. In order to ensure the fairness
and reasonableness of the service fees, the decision groups shall review, among other, the model of
economic benefit assessment. The model includes several indicators such as revenue, cost, investment
amount, funds under occupation and expenditure in cash. Where the calculation based on the factors
shows that the gross profit margin for providing the service could not reach certain levels as prescribed
by its internal management measures from time to time, such service could not proceed.
Further details of the above continuing connected transactions are set out in the note 34 of the consolidated
financial statements.
The aforesaid continuing connected transactions had been reviewed by the independent non-executive
Directors. The independent non-executive Directors confirmed that the aforesaid continuing connected
transactions were entered into (a) in the ordinary and usual course of business of the Group; (b) either on
normal commercial terms or better or, if there are not sufficient comparable transactions to judge whether
they are on normal commercial terms, on terms no less favourable to the Group than terms available to or
from independent third parties; and (c) in accordance with the relevant agreements governing them on terms
that are fair and reasonable and in the interests of the Shareholders as a whole.
The Company’s independent auditor was engaged to report on the Group’s continuing connected
transactions in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) “Assurance
Engagements Other Than Audits or Reviews of Historical Financial Information” and with reference to
Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing
Rules” issued by the Hong Kong Institute of Certified Public Accountants. The independent auditor has
issued the letter containing his findings and conclusions in respect of the continuing connected transactions
of the Company disclosed in this annual report in accordance with Rule 14A.56 of the Listing Rules.
The independent auditors’ letter has confirmed that nothing has come to their attention that cause them to
believe that the aforesaid continuing connected transactions:
(2) as for the transactions involving the provision of goods or services by the Group, were not, in all material
respects, in accordance with the pricing policies of the Group;
(3) were not entered into, in all material respects, in accordance with the relevant agreements governing
the continuing connected transactions; and
(4) with respect to the aggregate amount of each of the aforesaid continuing connected transactions have
exceeded their respective annual caps for the year ended 31 December 2021 set by the Company.
A copy of the independent auditor’s letter has been provided by the Company to the Hong Kong Stock
Exchange.
Save as disclosed above, none of other related-party transactions set out in the note 34 of the consolidated
financial statements constitute connected transactions or continuing connected transactions that are required
to be disclosed under the Listing Rules. Save as disclosed in this report, the Company has no connected
transactions which are required to be disclosed under Chapter 14A of the Listing Rules for the year ended
31 December 2021. The Company confirms that it has complied with the requirements of Chapter 14A of the
Listing Rules in relation to all connected transactions and continuing connected transactions to which the
Company was a party during 2021.
72 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
The Group strictly complies with relevant laws and regulations, such as the Environmental Protection Law of
the People’s Republic of China, the Law of the People’s Republic of China on Energy Conservation, the Work
Safety Law of the People’s Republic of China, the Measures for Supervision and Administration over Job-
related consumption by Persons in Charge at State-owned Enterprises, the Anti-Unfair Competition Law of
the People’s Republic of China, the Trademark Law of the People’s Republic of China, the Advertising Law
of the People’s Republic of China and the Labor Law of the People’s Republic of China. The Group has been
consistently improving its governance structure and putting in place sound mechanisms and procedures
to strengthen internal control and risk management. The Group has put particular focus on the monitoring
and management of key items and areas to mitigate operational risks. We have continued to enhance our
governance and management to promote the Group’s long-term, sustainable and healthy development.
For more details of the Group’s environmental, social and governance performance, please refer to the
“Corporate Governance Report” of this annual report and the “2021 Environmental, Social and Governance
Report of China Tower” to be published separately.
Business Review
Relating to the details of the material development of the Group in 2021, a fair review of the business and
a discussion and analysis of the Group’s performance during the year and the material factors underlying its
results and financial position are provided in the “Chairman’s Statement” on pages 8 to 15, “Management
Discussion and Analysis” on pages 18 to 29 of this annual report. Description of the principal risks and
uncertainties faced by the Group can be found throughout this annual report. Particulars of important
events affecting the Group that have occurred after 31 December 2021 can also be found in the notes to the
Consolidated Financial Statements. The outlook of the Group’s business is discussed throughout this annual
report including in the “Chairman’s Statement”.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 73
Description of the Group’s key relationships with its employees, customers, suppliers and others that have
a significant impact on the Group and on which the Group’s success depends, the environmental policies
of the Group, as well as compliance with relevant laws and regulations which have a significant impact on
the Group can be found throughout this annual report. In addition, more details regarding the Group’s
performance including the financial key performance indicators, etc. are provided in the “Chairman’s
Statement” and “Management Discussion and Analysis” of this annual report. Each of the above-mentioned
relevant contents form an integral part of this Report of the Directors.
Auditors
PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP were appointed as the
international and domestic auditors of the Company, respectively for the year ended 31 December 2021.
PricewaterhouseCoopers has audited the attached consolidated financial statements, which have been
prepared in accordance with the International Financial Reporting Standards. The relevant re-appointment of
PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as the Company’s international and
domestic auditors, respectively for the year ending 31 December 2022 will be proposed to the 2021 AGM.
Beijing, China
9 March 2022
74 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
In 2021, the Supervisory Committee of China Tower Corporation Limited (hereinafter referred to as the
“Company”) has conscientiously performed its supervisory duties, actively carried out its work to promote
standardized operation of the Company, in strictly compliance with the applicable laws including the
Company Law and the relevant requirements of the Articles of Association and the Rules of Procedure of the
Supervisory Committee of the Company and adhering to the principle of good faith with an attitude of being
responsible for the Company and Shareholders as a whole.
(I) on 5 March 2021, the fifteenth meeting of the second session of the Supervisory Committee was
convened in the form of on-site meeting, at which four proposals on the final financial accounts
for 2020, the annual results announcement and the annual report for 2020, the proposal on
profits distribution and description of dividend distribution for 2020 and the report of Supervisory
Committee for 2020 were reviewed and approved as resolutions of the meeting, respectively.
(II) on 19 April 2021, the sixteenth meeting of the second session of the Supervisory Committee was
convened in the form of written communication, at which the unaudited financial statements and
results announcement for the first quarter of 2021 were reviewed and approved.
(III) on 6 August 2021, the seventeenth meeting of the second session of the Supervisory Committee
was convened in the form of on-site meeting, at which the proposals of the interim results
announcement and the interim report for the period ended 30 June 2021 were reviewed and
approved.
(IV) on 19 October 2021, the eighteenth meeting of the second session of the Supervisory Committee
was convened in the form of on-site meeting, at which the unaudited financial statements and
results announcement for the first three quarters of 2021 were reviewed and approved.
(V) on 22 December 2021, the nineteenth meeting of the second session of the Supervisory Committee
was convened in the form of on-site meeting, at which matters in relation to the election of the new
session of the Supervisory Committee was reviewed and approved as resolutions of the meeting.
The Supervisory Committee is of the view that the procedures for the decision making of the
Company have complied with the relevant requirements of the Company Law and the Articles of
Association and the Board has operated under standardized and legal procedures with reasonable
decisions, and conscientiously executed the resolutions of the general meetings and fully play
its leader role in terms of “directing way to go, managing overall situation and promoting
implementation” (“把方向、管大局、促落實”). The Directors and senior management of the
Company were faithful, devoted and responsible in discharging their duties with overall situation
in mind, which leads to a good momentum of the production and operation of the Company, and
did not violate the laws, regulations and the Articles of Association or prejudice the interests of the
Company. All resolutions of the general meetings were implemented.
Beijing, China
9 March 2022
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 77
The Company is committed to maintaining high standards of corporate governance, adhering to the concepts
of good, robust and effective corporate governance, continuously enhancing the standard of governance,
regulating corporate operations, improving internal control, and implementing sound measures on governance
and disclosure, so as to ensure that business operations are in line with the long-term interests of the Company
and Shareholders, and that the interests of Shareholders are effectively safeguarded. The Company’s general
meeting, the Board and the Supervisory Committee have maintained effective operation in accordance with
operational standards, and the Company has continuously optimized its internal control and comprehensive risk
management to effectively ensure its stable operation.
For the year ended 31 December 2021, other than the disclosures made in the sections headed “Composition
of the Board” and “Company Secretary” below, the Company has complied with the code provisions set out in
the Corporate Governance Code as contained in Appendix 14 to the Listing Rules (where applicable).
General Meeting
Supervisory
Committee
Board of Directors
Remuneration Connected
Strategy Nomination Audit
and Appraisal Transaction
Committee Committee Committee
Committee Committee
78 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
General Meeting
The general meeting of the Company comprised of all Shareholders of the Company, which represents the
interests of the Shareholders of the Company. The general meeting of the Company is the organ of authority
of the Company and shall exercise its powers in accordance with the laws, administrative regulations and the
Articles of Association. The general meetings shall include annual general meetings and extraordinary general
meetings. The annual general meeting is convened once a year and shall be held within 6 months after the
end of the accounting year. In accordance with the Articles of Association, notice of the general meeting
shall be given to all Shareholders no later than 20 days (annual general meeting) or 15 days (extraordinary
general meetings) before the date of the meeting, and where the laws and regulations (including the Listing
Rules) contain any other stricter provisions in respect of the aforementioned matters, such provisions shall
prevail. In accordance with the Articles of Association and as required by the Listing Rules, resolutions
submitted to the general meeting of the Company shall be voted by poll, and the results of voting will be
published on the Company’s website and the Hong Kong Stock Exchange’s website.
In 2021, the Company convened one general meeting, which is the 2020 AGM.
At the 2020 AGM held on 12 May 2021, resolutions including but not limited to the Company’s consolidated
financial statements for 2020, profit distribution and dividend declaration proposal, re-appointment of
auditors, change of the Company’s registered office, amendments to the Articles of Association and the rules
of procedure for the board of directors, general mandate to the Board to issue debt financing instruments
denominated in local or foreign currencies and general mandate to the Board to allot, issue and deal with
additional shares in the Company not exceeding 20% of each of the existing Domestic Shares and H Shares
in issue were reviewed and approved.
The above resolutions at the general meetings were approved and passed by Shareholders, and details of
the relevant poll results were published on the Company’s website and the Hong Kong Stock Exchange’s
website.
The 2021 AGM will be held in May 2022. The annual general meeting provides Shareholders with an
opportunity to communicate directly with the Directors and Shareholders are encouraged to attend the
meeting. Members of the Board and the chairman of each of the Strategy Committee, the Remuneration
and Appraisal Committee, the Nomination Committee, the Audit Committee and the Connected Transaction
Committee (or any member authorized by the Committees), the chairman of the Independent Board
Committee (if any) and members of the senior management usually attend the annual general meeting of the
Company to answer enquiries in relation to the business of the Group.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 79
The Company adheres to the basic principles of fair disclosure of information to and open communication
with Shareholders. The Board has established a Shareholder communication policy to communicate
information to Shareholders and investors through various channels to ensure continuous communication
with Shareholders. Corporate communications to the Shareholders are also available on the Company’s
website for Shareholders’ reference. Please also refer to the section headed “Shareholder Information” in
this annual report.
(i) two or more Shareholders who together hold 10% or more of the shares carrying the right to vote in
the meeting contemplated to be held can request the board of Directors to convene an extraordinary
general meeting or a class meeting by signing one or several copies of written request(s) in the same
form and content, and stating the motions and resolutions proposed. The Board shall convene the
extraordinary general meeting or the class meeting as specified in the request as soon as possible. The
shareholdings referred to above shall be calculated as at the date of request made.
(ii) if no notice of convening a general meeting was issued within 30 days after the Board receiving the
abovementioned written request(s), the Shareholders making the request(s) can convene a meeting by
themselves within 4 months after the Board receiving the abovementioned written request(s), and the
procedures for convening such meeting shall follow the procedures of the general meeting convened by
the Board as much as possible.
Nomination of Directors
Pursuant to Article 96 of the Articles of Association, the Company shall set aside a period of time before
convening the meeting in respect of candidates nominated by Shareholders taking up the role of directors.
Within this period, Shareholders may issue a written notice to the Company in respect of nominating a
candidate to be a director, and such candidate may issue the written notice regarding the indication of his/
her intention to accept the nomination to the Company. The aforementioned period shall be at least 7 days
and shall commence no earlier than the day after the despatch of the notice of the meeting appointed for
such election and end no later than 7 days prior to the date of such meeting.
80 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Shareholders’ Enquiry
Shareholders of the Company who wish to make an enquiry to the Board or request to convene a
general meeting or make any recommendation pursuant to the Articles of Association may contact the
investor relations officers of the Company via Shareholders’ hotline at ((852) 2811 4566) or by email at
[email protected].
Board of Directors
The Board is the decision-making body for business operation of the Company, responsible for formulating
strategies, making decisions and preventing risks. The Board is accountable to the general meeting and
shall perform the following main duties: to implement resolutions adopted at the general meetings, to make
decisions on the Company’s business plans and investment proposals, to determine the establishment of
internal management departments and the establishment of branches and to appoint senior management
personnel, etc.
The Board has granted powers and duties to the management to perform the management of daily
production and operation, to organize and implement the resolutions of the Board and the annual operation
plan and investment proposal, to propose the establishment proposal of the internal management
departments, to formulate the basic management system of the Company and to formulate the basic rules
of the Company. The Articles of Association clearly stipulates the above-mentioned scope of duties of the
Board and management respectively. In order to maintain the Company’s effective operation and flexibility
and efficiency in decision making, the Board also delegates its management and administrative management
powers to the management when necessary, and provides clear guidance on its authorization to avoid
impeding or weakening the power of the Board as a whole to discharge their duties.
Independent
Executive Directors Non-executive Directors non-executive Directors
The Directors are typically appointed for a term of three years and eligible for re-election upon expiry of
their term of office. The third session of the Board has a term of three years beginning in January 2022.
Position
2 3 3 2 4 4
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 81
In achieving sustainable and balanced development, the Company recognizes the importance of board
diversity to its strategic goals and sustainability. The Company has adopted a board diversity policy which
sets out the approach to achieve diversity of the Board. Pursuant to the board diversity policy, the Board
considers factors regarding board diversity in various ways, including but not limited to gender, age, cultural
and educational background, professional experience, skills, knowledge and/or length of service. The
Company will also consider its business model and specific needs from time to time, as well as a balanced
composition of executive and non-executive directors. The Nomination Committee of the Board is mainly
responsible for identifying qualified individuals for Directors and shall take into full consideration the board
diversity policy in the selection process. The appointment of Board members is based on the strengths of
each candidate and objective criteria, with due regard to the benefits of board diversity.
Age Gender
46-50 2
51-55 3 4 3 Male 8 3 4
56-60 4 1
61-65 Female 3
66-70 1
Directors Supervisors Other senior management Directors Supervisors Other senior management
Industrial/Professional experience
Directors Supervisors Other senior management
In accordance with the Articles of Association and the terms of reference of the Nomination Committee,
when nominating and appointing new directors, the Nomination Committee will look for suitable candidates
widely and make recommendations to the Board after considering the Company’s needs for new directors.
The Nomination Committee considers the strengths of candidates based on objective criteria and takes full
consideration of the benefits of diversity of board members. A board meeting (including independent non-
executive Directors and non-executive Directors) will be held to consider the relevant nominations after
obtaining the nominee’s consent to the nomination.
82 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Every newly appointed Director shall receive comprehensive, formal and tailored induction guidelines on
the first occasion of his/her appointment, after which he/she shall be provided with necessary briefings and
opportunities for professional development, so as to ensure that he/she has a proper understanding of the
operations and business of the Company and that he/she is fully aware of his/her responsibilities under
statutes, the Listing Rules, applicable laws and regulatory requirements, and the business and governance
policies of the Company. In addition, the Company will prepare a formal letter of appointment containing
the principal terms and conditions for appointment of Director.
To the best knowledge of the Directors, as at the date of this report, there is no financial, business, family or
other material connection between the members of the Board, and all of them are free to make independent
judgments.
The Company has received annual independent confirmations from each of Mr. Fan Cheng, Mr. Tse Yung Hoi
and Mr. Deng Shiji, being the independent non-executive Directors for the year ended 31 December 2021,
pursuant to Rule 3.13 of the Listing Rules. Mr. Zhang Guohou and Mr. Hu Zhanghong have also confirmed to
the Company, upon their appointments as independent non-executive Directors, that they comply with the
independence requirement under Rule 3.13 of the Listing Rules. The Company considers all independent
non-executive Directors are independent.
The Company determines the remunerations of each of the Directors with reference to their duties,
responsibilities, experiences and prevailing market conditions.
For the year ended 31 December 2021, the Company has conscientiously regulated the workflows of the
Board and each of its special committees in accordance with the Corporate Governance Code under the
Listing Rules, and has ensured the standardization of the process of Board meetings in terms of structure,
system and personnel. The Board supervises preparation of accounts for each accounting period in a
responsible and conscientious manner, so that the accounts can truly and fairly reflect the financial status,
operating results and cash flow of the Company during such period. In preparing the accounts as at 31
December 2021, the Directors have chosen to apply appropriate accounting policies, make prudent, fair and
reasonable judgments and estimates, and prepare accounts on a going concern basis.
All Directors devoted sufficient time and efforts to the business of the Company. The Company also requires
the Directors to disclose the number of positions they hold in public companies or organizations and provide
the Company with the time they devoted to the relevant positions.
The Company has also arranged appropriate insurance cover in respect of possible legal actions against its
Directors, Supervisors and senior management.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 83
On 30 September 2021, Mr. Tong Jilu resigned from his positions as an executive director of the Company,
chairman of the Board and chairman of the strategy committee and the nomination committee of the Board
by reason of age. Following Mr. Tong’s resignation, the Company did not comply with Rule 3.27A of the
Listing Rules (previously the provision A.5.1 of the Corporate Governance Code) which provides that the
nomination committee should be chaired by the chairman of the board or an independent non-executive
director. On the same date, Mr. Zhang Zhiyong stopped to be a member of the audit committee of the
Board. Following Mr. Zhang’s cessation as a member of the audit committee of the Board, the Company
did not comply with Rule 3.21 of the Listing Rules which provides that the audit committee shall comprise a
minimum of three members.
On 14 January 2022, (i) Mr. Fan Cheng no longer served as an independent non-executive director, the
chairman of audit committee and a member of remuneration and appraisal committee and nomination
committee of the Board; and (ii) Mr. Tse Yung Hoi no longer served as an independent non-executive
director and a member of nomination committee and audit committee of the Board. Following Mr. Fan’s
and Mr. Tse’s cessation as directors and members of the relevant board committees, the Company did
not comply with (a) Rule 3.21 of the Listing Rules; (b) Rule 3.25 of the Listing Rules which provides that
the remuneration committee must be chaired by an independent nonexecutive director and comprising a
majority of independent non-executive directors; and (c) Rule 3.27A of the Listing Rules which provides that
the nomination committee should be chaired by the chairman of the board or an independent non-executive
director and comprising a majority of independent non-executive directors.
On 30 September 2021, Mr. Zhang Zhiyong was re-designated from a non-executive director to an executive
director and was appointed as the chairman of the Board. On 18 January 2022, the composition of relevant
Board committees has been adjusted as follows: (i) the nomination committee of the Board comprises
Mr. Zhang Zhiyong as chairman and Mr. Gao Tongqing, Mr. Zhang Guohou, Mr. Deng Shiji and Mr. Hu
Zhanghong as members; (ii) the audit committee of the Board comprises Mr. Zhang Guohou as chairman and
Mr. Liu Guiqing, Mr. Deng Shiji and Mr. Hu Zhanghong as members; and (iii) the remuneration and appraisal
committee of the Board comprises Mr. Deng Shiji as chairman and Mr. Mai Yanzhou, Mr. Zhang Guohou, and
Mr. Hu Zhanghong as members. After these adjustments, the Company has re-complied with the relevant
requirements under Rules 3.21, 3.25 and 3.27A of the Listing Rules, respectively, since 18 January 2022.
Board Meeting
Pursuant to the Articles of Association and the Listing Rules, the Board shall convene at least four meetings
a year. At the beginning of each year, all Directors/committee members are notified of the timetable for the
Board/committee meeting to be held during the year. In addition, notices will be given to all Directors at
least 14 days prior to the date on which the Board meeting is held. The agenda and related documents of
the Board meeting will be delivered to all Directors at least three days prior to the date of the meeting. The
Board and each of the Directors may contact the senior management independently if necessary and obtain
additional information from the Company so that the Directors can make informed decisions with relevant
information.
The Company Secretary is responsible to ensure that Board meetings comply with the relevant procedures
and rules and regulations. All Directors may make enquiries with the Company Secretary to ensure that they
receive sufficient information on the matters included in the agenda.
84 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
All Board meeting minutes record the details of the matters considered and decisions made, and are
kept properly and open for inspection by the Directors. A Director shall abstain from voting on any Board
resolution approving any proposal in which he or any of his associates has a material interest, nor shall he
have right to vote. In 2021, the Board held four meetings and passed four written resolutions. In 2021, in
addition to the general matters such as review and approval of the annual and interim financial statements,
quarterly financial results, dividend distribution, corporate governance report, Environmental, Social and
Governance report and budget, the Board also considered the resolutions including the treatment of the
Initial Grant under the Restricted Share Incentive Scheme, change of the Company’s registered office,
amendments to the Articles of Association and the rules of procedure for the board of directors, formulation
of the measures for management of donations to third parties, donations for flood prevention and disaster
relief, changes of Director and senior management, election of the chairman of the Board, re-election and
election of the members of the third session of the Board, continuing connected transactions, outline of
the 14th Five-Year strategic plan, etc. For the resolutions for considering and approving the continuing
connected transactions, the Director(s) with material interest in such transactions has/have abstained from
voting.
In 2021, the chairman of the Board had held two private meeting with three independent non-executive
Directors to ensure that their opinions could be fully expressed, which fostered the exchange of ideas among
the Board.
The Board is responsible for developing and reviewing the Company’s policies and practices on corporate
governance; reviewing and monitoring the training and continuous professional development of Directors
and senior management as well as the Company’s policies and practices in compliance with legal and
regulatory requirements; developing, reviewing and monitoring the code of conduct applicable to
employees; and reviewing the Company’s compliance with the Corporate Governance Code and disclosure
in the Corporate Governance Report.
In 2021, the attendance record of the then Directors in the Company’s Board meetings, Board committee
meetings and general meetings were as follows:
Remuneration Connected
Strategy and Appraisal Nomination Audit Transaction General
Board Committee Committee Committee Committee Committee Meetings
Executive Directors:
Zhang Zhiyong (Chairman)1 8/8 1/1 – – 4/4 – 0/1
Gu Xiaomin (General Manager) 8/8 1/1 – – – 3/3 0/1
Tong Jilu2 6/6 1/1 – 3/3 – – 1/1
Non-executive Directors:
Gao Tongqing 6/8 1/1 – 2/4 – – 0/1
Mai Yanzhou 6/8 1/1 1/1 – – – 0/1
Notes:
1. Mr. Zhang Zhiyong was re-designated to an executive Director and was appointed as the chairman of the Board on 30
September 2021. In the meantime, Mr. Zhang Zhiyong no longer held the position as a member of the Audit Committee of
the Board.
2. Mr. Tong Jilu has resigned from his positions as an executive Director, the chairman of the Board, the chairman of the
Strategy Committee and the Nomination Committee of the Board with effect from 30 September 2021.
3. On 14 January 2022, Mr. Fan Cheng and Mr. Tse Yung Hoi no longer served as independent non-executive Directors.
4. Certain Directors (including non-executive Directors and independent non-executive Directors) could not attend some of the
Board meetings and committee meetings due to other important business commitment. Such Directors have reviewed the
relevant meeting agendas and papers in advance and appointed in writing other Directors to attend and vote on their behalf
to ensure that their views and opinions are fully expressed in the meetings.
5. Certain Directors (including non-executive Directors and independent non-executive Directors) could not attend some of the
general meetings due to other important business commitments.
Director’s Training
Newly appointed Directors will receive trainings provided by the Company upon the appointment, so as to
ensure that they have adequate understanding of the Company’s business and they are fully aware of their
duties as Directors under the laws, regulations and the Articles of Association. The Company also engaged
external lawyers to provide trainings on topics including directors’ duties and the Listing Rules to newly
appointed directors, including Mr. Liu Guiqing, Mr. Zhang Guohou and Mr. Hu Zhanghong.
The Company distributes operation report to Directors each month, setting out updates on major business
and financial position of the Company to facilitate the Directors to discharge their duties. In addition, the
Company also issues latest information regarding corporate governance and directors’ responsibilities under
the Listing Rules and other applicable laws and regulations to the Directors, ensuring their awareness of
their responsibilities under the laws and regulations. All the Directors are also encouraged to participate in
continuous professional development to develop and refresh their knowledge and skills to ensure that their
contributions to the Board remain informed and relevant.
86 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Training records for 2021 of the then Directors were summarized in the table below:
Read information
Attend training relevant to the
and/or seminar/ Give a speech Company’s industry
on-site research at the meeting and business,
relevant to the relevant to the director’s duties
Company’s industry Company’s industry and/or corporate
and business, and business, governance; and/or
director’s duties director’s duties read regular updates
and/or corporate and/or corporate issued by
governance governance the Company
Executive Directors:
Zhang Zhiyong (Chairman)1 ✓ ✓ ✓
Gu Xiaomin (General Manager) ✓ ✓ ✓
Tong Jilu2
Non-executive Directors:
Gao Tongqing ✓ ✓ ✓
Mai Yanzhou ✓ ✓ ✓
Notes:
1. Mr. Zhang Zhiyong was re-designated to an executive Director and was appointed as the chairman of the Board on 30
September 2021.
2. Mr. Tong Jilu has resigned from his positions as an executive Director and the chairman of the Board with effect from 30
September 2021.
3. On 14 January 2022, Mr. Fan Cheng and Mr. Tse Yung Hoi no longer served as independent non-executive Directors.
The Company has made specific enquiries to all Directors and Supervisors, and all Directors and Supervisors
have confirmed that they have complied with the Company Code and the Model Code during the year
ended 31 December 2021.
Board Committees
As an important part of a sound corporate governance practice, the Board has set up five special board
committees: the Strategy Committee, the Remuneration and Appraisal Committee, the Nomination
Committee, the Audit Committee and the Connected Transaction Committee, and all of which were
responsible for the supervision of the overall affairs of the Company in various areas and assistance of
discharging its responsibilities. All the five board committees have formulated their own terms of reference
with clear power and responsibilities. The list of members of each committee was published on the websites
of the Company and the Hong Kong Stock Exchange. In accordance with the requirements under the Listing
Rules, the Company establishes independent board committee from time to time to advise and provide
voting recommendations to Shareholders on specific transaction.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 87
Strategy Committee
As at the date of this report, the Strategy Committee comprised six Directors, namely Mr. Zhang Zhiyong and
Mr. Gu Xiaomin, both being executive Directors, Mr. Gao Tongqing, Mr. Mai Yanzhou and Mr. Liu Guiqing,
all being non-executive Directors, and Mr. Zhang Guohou, being an independent non-executive Director. Mr.
Zhang Zhiyong currently serves as the chairman of the committee.
(i) studying and making recommendations on the mid-to-long-term development strategy plan, operating
objectives and development guidelines of the Company;
(ii) studying and making recommendations on the operating strategies of the Company, including but not
limited to product strategy, marketing strategy, sales strategy, research and development strategy and
talent strategy;
(iii) studying and making recommendations on material strategic investments and financing proposals of the
Company; and
(iv) other matters authorized by the Board or required under the relevant laws and regulations.
In 2021, one meeting was held by the Strategy Committee of the Board, during which the development
outline under 14th Five-Year Plan of the Company was considered.
(i) making recommendations to the Board on the formulation procedure of the remuneration policy;
(ii) formulating remuneration proposal, plan or structure, and making recommendations to the Board;
(iii) examining the performance of the Directors and senior management members of the Company and
performing annual performance appraisals over them;
(iv) reviewing and supervising the implementation of the remuneration system of the Company and
approving the remuneration recommendation of the management;
(v) determining the remuneration packages of all the executive Directors and senior management
members;
(vi) making recommendations to the Board on the remuneration of the non-executive Directors (including
independent non-executive Directors); and
(vii) other matters authorized by the Board or required under the relevant laws and regulations.
In 2021, one meeting was held by the Remuneration and Appraisal Committee of the Board, during which
proposals for remuneration and appraisal of senior management of the Company for 2021 and the treatment
of the Initial Grant under the Restricted Share Incentive Scheme were considered.
88 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Nomination Committee
As at the date of this report, the Nomination Committee comprised five Directors, namely, Mr. Zhang
Zhiyong, being an executive Director, Mr. Gao Tongqing, being a non-executive Director, and Mr. Zhang
Guohou, Mr. Deng Shiji and Mr. Hu Zhanghong, all being independent non-executive Directors. Mr. Zhang
Zhiyong currently serves as the chairman of the committee.
(i) reviewing the scale, structure, size and composition of the Board (including skill, knowledge and
experience);
(ii) studying the selection criteria and procedure of the Directors and senior management members and
making recommendations to the Board;
(iii) comprehensively identifying qualified candidates for the Directors and senior management members,
and selecting and nominating the relevant person to become the Director or making recommendations
to the Board;
(iv) examining other senior management members who shall be proposed to the Board for appointment,
and making recommendations to the Board; and
(v) other matters authorized by the Board or required under the relevant laws and regulations.
In 2021, three meetings were held and one written resolution was approved by the Nomination Committee of
the Board, during which matters on reviewing the structure and composition of the Board, evaluation on the
independence of independent non-executive Directors, appointment of senior management of the Company,
election of the chairman of the Board, re-election and election of the members of the third session of the
Board were considered.
Audit Committee
As at the date of this report, the Audit Committee comprised four Directors, namely, Mr. Zhang Guohou,
being an independent non-executive Director, Mr. Liu Guiqing, being a non-executive Director, Mr. Deng
Shiji and Mr. Hu Zhanghong, both being independent non-executive Directors. Mr. Zhang Guohou currently
serves as the chairman of the committee.
(iii) monitoring the financial reporting system, risk management and internal control system of the Company;
and
(iv) other matters authorized by the Board or required under the relevant laws and regulations.
In 2021, two meetings were held and two written resolutions were approved by the Audit Committee of the
Board, during which matters such as the audited financial report for 2020, the unaudited financial statements
for the first quarter of 2021, the interim financial report for 2021, the unaudited financial statements for the
first three quarters of 2021, report on the effectiveness of internal control and risk management for 2020,
internal audit work plan for 2021 and re-appointment of external auditors were considered. In addition, the
Audit Committee discussed and received the audit plan from external auditor.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 89
(ii) managing and reviewing the connected transactions, and controlling the risks associated with connected
transactions;
(iv) reviewing the information and disclosures of connected persons and connected transactions;
(v) formulating the regulations and management regulations in relation to the connected transactions of
the Company;
(vi) proposing to the Board for approval after deliberation of the connected transactions; and
(vii) other matters authorized by the Board or required under the relevant laws and regulations.
In 2021, two meetings were held and one written resolution was approved by the Connected Transaction
Committee of the Board, during which the execution of connected transactions of the Company, entering
into continuing connected transactions framework agreements and proposed annual caps thereof, and
revision of the annual caps for continuing connected transactions framework agreement were considered.
Supervisory Committee
The Company established a Supervisory Committee pursuant to the Company Law. As at the date of
this report, the third session of the Supervisory Committee consists of six Supervisors which include four
Shareholder representative Supervisors (Mr. Liu Wei, Mr. Li Zhangting, Ms. Han Fang and Ms. Li Tienan) and
two employee representative Supervisors (Ms. Fan Xiaoqing and Mr. Wang Hongwei). Ms. Fan Xiaoqing
currently serves as the chairman of the Supervisory Committee.
The Supervisors are typically appointed for a term of three years and are eligible for re-election upon expiry
of their term of office. The third session of the Supervisory Committee is appointed for a term of three years
commencing from January 2022.
The Supervisory Committee is a standing supervisory institution of the Company and is accountable and
reports to the general meetings. The Supervisory Committee normally meets at least twice a year.
The primary duties of the Supervisory Committee are to supervise the performance of duties of the Directors
and other senior management; to review the financial condition of the Company; to review the financial
information to be submitted, such as financial report, operation report and proposals of profit allocation,
to the general meetings, as well as other powers conferred by laws, administrative rules and the Articles
of Association. Details of the work of the Supervisory Committee in 2021 is set out in the “Report of the
Supervisory Committee” of this annual report.
90 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Company Secretary
During the reporting period, the Company Secretary was an employee of the Company who has appropriate
understanding of the Company’s business. The Company Secretary is responsible for supporting the daily
operation of the Board and ensuring the compliance with the policies and procedures of the Board. All of the
Directors can access to opinions and use the service of the Company Secretary to ensure that the procedures
of the Board and the applicable laws, rules and regulations are being complied with. The Company Secretary
met the requirement on professional training under the Rule 3.29 of the Listing Rules in 2021. On 9 March
2022, Ms. Chu Ka Yee resigned as the Company Secretary. The Company is in the course of identifying a
suitable candidate to fill the vacancy of Company Secretary as soon as practicable to ensure compliance by
the Company with Rule 3.28 of the Listing Rules.
External Auditors
The international auditor and the domestic auditor of the Company are PricewaterhouseCoopers and
PricewaterhouseCoopers Zhong Tian LLP, respectively.
For the year ended 31 December 2021, the fee paid/payable to the external auditors for audit and audit
related services are RMB9.5 million and for ESG report advisory service is RMB0.3 million.
The Audit Committee and the Board of the Company have agreed with the re-appointment of
PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as the international auditor and
the domestic auditor of the Company respectively for 2022 and will propose such re-appointment for
consideration at the 2021 annual general meeting.
The responsibility statement of PricewaterhouseCoopers, our external auditor, regarding its “Independent
Auditor’s Report” on the financial statements of the Group is set out on pages 96 to 99 of this annual report.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 91
Risk Factors
The following section lists out the principal risks and uncertainties faced by the Company. There may be
other risks and uncertainties further to the key risk areas outlined below. Please also refer to the “Risk
Factors” set out in the listing document of the Company as it is a non-exhaustive list.
The sustainable growth of the Company’s business and our success depend on the growth of the
telecommunications tower infrastructure industry in general and the overall demand for telecommunications
tower infrastructure services. If the demand for telecommunications tower infrastructure services do not
achieve the expected growth or even decrease, the Company’s business and results of operations could be
materially and adversely affected.
The Company’s business relies on a limited number of customers, and substantially all of our operating
revenue are generated from the Three TSPs. Despite our long-term relationship, the Company has limited
influence over our customers’ business operations and the demand of the customers may fall short of our
estimation due to, among others, change of budget, change of business model or strategy, update/change
of technology or wireless communications systems, or change in the general economic conditions and
urbanization development.
The Company’s ability to select, acquire and maintain suitable sites is crucial to our success. The Company
typically selects new sites that can best address the customers’ needs and meet their network coverage
objectives. The Company cannot assure that it could be successful in identifying and consummating suitable
site acquisitions, or maintaining, effectively operating and utilizing our sites or that we will be able to obtain,
in a timely fashion, the ownership or the rights to use or lease the land or premises. Our ability to acquire,
construct and maintain sites is subject to various factors.
The Company considers cost, market condition and other factors when pricing our services. The pricing for
our macro cell business is generally based on a standard construction cost, which is estimated in accordance
with past experience, market condition and the specific circumstances in a certain location and may vary from
the actual costs. In addition, if there is any increase in the costs that cannot be passed on to the customers,
or that the Company charges its customers on a lump sum basis, such as labor costs and some administrative
expenses, the Company’s profitability could suffer.
Technological changes or innovation related to telecommunications will materially affect our business,
especially those affecting the demand for telecommunications tower infrastructure or resulting in the
obsolescence, potential decommissioning or conversion of certain existing wireless communications
networks. 5G wireless communications technology standards may render TSP customers the need for
substantial amount of high-density small cells to deploy their 5G networks, which may cause us to incur
excessive capital expenditures and materially affect our sites, revenue mix, operating profit margin and
operating results of the Company.
92 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
The internal control system of the Company includes clear organizational structure and management
responsibilities, an effective system of approval of delegation of authority and accountability, unequivocal
objectives, policies and procedures, comprehensive risk assessment and management and continuous
analysis of operation performance and audit supervision, which play an important role in safeguarding the
overall operation of the Company. The Company insisted in continuing to improve the policies relevant to
internal control in accordance with the changes in internal and external operation environment and needs
of business development, while utilized our centralized IT information system to enhance the efficiency and
effectiveness of the internal control. The timeliness, completeness and reliability of the data information
are also ensured. We continue to improve each professional management system and promote the
standardization and efficiency of the management process for continuing to improve the management level
of the Company.
The Company regards comprehensive risk management as an important task in its daily operation and has
taken into account the regulatory requirements as well. By considering the practice of risk management,
the Company has conducted timely risk assessment which focused on in-depth analysis on the key risks and
has actively carried out the risk response and risk management assessment. In 2021, in order to prevent
risks, enhance internal control, and promote compliance, the Company administered integrally the risk
management, internal control and compliance supervision systems, and developed an interconnected
organizational system with clear accountability and effective check and balance. Focusing on two core
elements of system development and execution capability enhancement, the Company highlighted key
risks that have significant impact, strengthened supervision and evaluation, and gave full play to the internal
control system in order to secure the risk prevention and control as well as high-quality development of the
Company. The major risks and their prevention and control measures are as follows:
Strategic risks: our existing telecommunications infrastructure business of towers and DAS relies on a limited
number of customers, thus limiting our future revenue growth and scale expansion. The Company has been
actively safeguarding against inherent operational risks. While continue to deepen industry sharing, we have
exerted our advantage in resources to explore various diversified business development models and achieve
the diversified development of our businesses.
Market risks: the selection of suitable sites and the construction of 5G network will bring about new needs
for network, which are particularly important to the future development of the Company. The Company has
fulfilled customers’ needs for low-cost and diversified telecommunications network coverages effectively
by developing integrated solutions for mobile network coverage through combination of macro and small
cells as well as indoor and outdoor network infrastructure. The Company adheres to innovation-driven
development by keeping abreast of the development of 5G technology, and promoting and leading the
sharing of 5G DAS. We have been consistently enhancing technological innovation and the promoting
standardizing. In this way, we are able to build an innovative system of China Tower style, which in turn helps
to promote the development of society informatization.
Business operation risks: while all indicators in the operation of the Company reflected improvement as
well as effective cost control, issues such as non-standardized and inadequate operation and management
still exist among our branches. The Company ensures the risks are effectively controlled and promotes
the standardized operation and sustainable and healthy development of all level of units by improvement
of system, establishment of the risk management and control plan, execution of daily supervision and
continuing to track on high risk areas.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 93
The Board of the Company has placed great emphasis on the establishment and improvement of the risk
management and internal control systems and is responsible for assessing and determining the nature
and extent of risks that are acceptable to the Company in achieving strategic objectives to ensure that the
Company establishes and maintains appropriate and effective risk management and internal control systems
and is responsible for the systems and the review of effectiveness of such systems.
The internal audit department of the Company plays an important role in supporting the Board, the
management, and the risk management and internal control system. Independent from business operations,
the Company’s internal audit system gives full play to its independent supervision role. According to the
Company’s development needs, the internal audit system centred on standardizing the business operating
procedures and enhancing the standards of risk and internal control management. It focuses on key risks
and significant risks, leverages on the advantages of the audit system to gradually form the systematic and
standardized audit model and procedures, and continuously improves the audit quality and enhances the
efficiency of rectification to the audit issues identified. The internal audit department at the Company’s
headquarters, leading local internal audit departments, is responsible for the evaluation of risk and
internal control, and provides objective assurance to the Audit Committee and the Board for ensuring that
the management maintains stable operation, controllable risks and effective internet control under the
established procedures and standards.
The internal audit department of the Company actively conducts various internal control and risk
management audits, which reports the internal audit results to the Audit Committee and the Board regularly.
Each functional department executes daily supervision of its managed areas of risk, keeps highly sensitive
to high risk areas and evaluates constantly, as well as continues to track on the conditions of important risks
and the execution of its management and control plan. For important risk management issue, the internal
audit department shall study on the rectification measures and strictly monitor the implementation results
of rectification measures jointly with business and other relevant departments, in order to ensure that the
rectification measures can be effectively and thoroughly implemented.
The Board continued to monitor and supervise the risk management and internal control systems of the
Company, including the financial, operational and compliance controls, and conducted an annual review on
the risk management and internal control systems of the Company and its subsidiaries for the year ended
31 December 2021 through the Audit Committee. After receiving the report from the audit department
and the relevant confirmation from the management to the Board as to the effectiveness of the relevant
systems, the Board considered that the risk management and internal control systems of the Company were
stable, healthy, proper, effective and adequate, and has satisfied the requirements under the part C.2 of the
Corporate Governance Code of the Hong Kong Stock Exchange regarding risk management and internal
control.
The Board acknowledges that it is responsible for the risk management and internal control systems and
reviewing their effectiveness and such systems are designed to manage rather than eliminate the risk of
failure to achieve business objectives, and can only provide reasonable and not absolute assurance against
material misstatement or loss.
Information Disclosure
The Company has formulated a management system concerning information disclosure to regulate the
disclosure of information for protecting the investors’ legitimate interests, ensuring the true, accurate,
complete and timely disclosure of information and maintaining open and effective communication with
the investors, media and analysts. In disclosing information, the Company shall give a true and objective
view of the operating results, financial condition and other status of the Company pursuant to the laws,
regulations, governing rules of the listing place of the Company’s securities and the requirements of relevant
regulatory authorities of securities and other regulatory authorities. The Company places strong emphasis on
handling inside information with the information disclosure management system in place regulating both the
management and disclosure of the Company’s inside information, for which any individual who has access to
inside information shall keep confidential and which shall not be used illegally and irregularly.
94 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Investor Relations
To ensure that our investors have a comprehensive and thorough understanding of the Group, with the
establishment of timely and effective two-way communications, the management and investor relations team
of the Group participate in different investment conferences on a regular basis to elaborate the Group’s
business development and market movement to investors around the globe. In 2021, the senior management
of the Group attended press conference calls for annual results and interim results, providing important
information to the capital market and media by ways of various activities such as analysts’ conference calls,
press conference calls and global investor telephone conferences, responding to the most concerned issues
of the investors for the time being and promoting the understanding of the Company’s business and overall
development of the telecommunications industry.
Moreover, the Group’s senior management and investor relations team maintain regular communication
with shareholders, institutional investors and analysts, as well as active participation in investors’ activities
and investment forums hosted by various organisations, so that the Group’s business and investment value
would gain exposure to a larger number of investors through expanding the scope of engagement with its
stakeholders.
Since 2021, in response to the impact of the COVID-19 pandemic on social distancing, the Group’s investor
relations team has sought changes swiftly and adopted online meetings and conference calls to maintain
communication with stakeholders. During the reporting period, investor relations team attended more than
10 investors and investment forums, communicated with over 500 persons in various forms. During the year
under review, the Group reaped over 10 domestic and international awards for investor relations, corporate
governance and annual report in recognition of the Group’s effort and dedication in investor relations and
corporate governance, providing a fine testimony to the Group’s principle of maintaining high standards in
investor relations.
The Company’s investor relations website (ir.china-tower.com) not only serves as an important channel for the
Company to disseminate press release and corporate information to investors, media and the capital market,
but also plays a significant role in the Company’s valuation and our compliance with regulatory requirements
for information disclosure.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 95
Shareholder Information
2022 Calendar
Announcement of 2021 annual results 9 March 2022
2021 AGM 11 May 2022
Last day to register for 2021 final dividend 17 May 2022
Closure of register of members for 2021 final dividend 18 May to 23 May 2022
Expected payment date of 2021 final dividend On or around 30 June 2022
Stock Code
H Share
Hong Kong Stock Exchange 0788
Reuters 0788.HK
Bloomberg 788 HK Equity
Shareholder Services
Any matters relating to your shareholding, such as transfer of shares, change of name or address, and loss of
share certificates should be addressed in writing to the Registrar:
Shareholder Enquiries
Shareholders are, at any time, welcome to raise enquiries to or request information (to the extent the
information is publicly available) from the Board and management by writing to:
Investor Relations
For enquiries from investors and securities analysts, please contact:
OPINION
What we have audited
The consolidated financial statements of China Tower Corporation Limited (the “Company”) and its subsidiaries (the
“Group”), which are set out on pages 100 to 170, comprise:
• the consolidated statement of comprehensive income for the year then ended;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated statement of cash flows for the year then ended; and
• the notes to the consolidated financial statements, which include significant accounting policies and other
explanatory information.
Our opinion
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position
of the Group as at 31 December 2021, and of its consolidated financial performance and its consolidated cash flows
for the year then ended in accordance with International Financial Reporting Standards (“IFRSs”) and have been
properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Independence
We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants
(including International Independence Standards) issued by the International Ethics Standards Board for
Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the IESBA
Code.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 97
Key Audit Matter How our audit addressed the Key Audit Matter
The Group entered into commercial pricing 2. Evaluated the appropriateness of the accounting
agreements and individual tower site contracts with policies on revenue recognition for multiple
three telecommunications service providers and components based on the business model and
their respective subsidiaries/branches with multiple commercial pricing agreements;
components including the Provision of Site Space,
Maintenance services and Power services (“Tower 3. Tested the accuracy of revenues on a sample
business”). The Group identifies and accounts for basis by testing the mathematical accuracy of
the Provision of Site Space as an operating lease in the calculations and checking to the relevant
accordance with IFRS 16 and Maintenance services and contracts and other supporting documents.
Power services in accordance with IFRS 15. The total
transaction price is separately allocated to the lease 4. Confirmed key terms and revenue amounts with
and service components. customers on a sample basis.
We focused on this area due to the large volume In respect of the appropriateness of the judgements
of transactions, and the complexity of calculations made by management in determining the lease
and allocations of transaction prices to the various classification, we performed the following procedures:
components described above.
1. Evaluated the appropriateness of management’s
In respect of lease component, the management judgements and assessment on the impact of the
assessed the lease classification which involved key terms (such as lease period and minimum
significant judgements, especially in the areas of lease payments) on the lease classification;
estimated useful lives of leased assets and present
values of minimum lease payments. 2. Compared the lease term with the estimated
useful lives of the leased assets, and examined
the related technical reports and other supporting
documents;
OTHER INFORMATION
The directors of the Company are responsible for the other information. The other information comprises all of the
information included in the annual report other than the consolidated financial statements and our auditor’s report
thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or
have no realistic alternative but to do so.
The Audit Committee is responsible for overseeing the Group’s financial reporting process.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 99
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures
in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards
applied.
From the matters communicated with the Audit Committee, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Yuen Kwok Sun.
PricewaterhouseCoopers
Certified Public Accountants
Operating expenses
Depreciation and amortisation (49,982) (47,515)
Repairs and maintenance (5,796) (5,805)
Employee benefits and expenses 7 (6,875) (6,115)
Site operation and support expenses 8 (5,161) (4,627)
Other operating expenses 9 (5,736) (5,025)
(73,550) (69,087)
7,327 6,427
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying
notes.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 101
As at 31 December
2021 2020
Note RMB million RMB million
Assets
Non-current assets
Property, plant and equipment 14 221,419 231,684
Right-of-use assets 16 32,877 34,553
Construction in progress 15 14,709 20,185
Deferred income tax assets 17 1,892 1,457
Other non-current assets 19 4,018 6,297
274,915 294,176
Current assets
Trade and other receivables 20 34,194 30,658
Prepayments and other current assets 21 7,679 7,504
Cash and cash equivalents 22 6,471 5,042
48,344 43,204
Liabilities
Non-current liabilities
Borrowings 26(a) 41,572 27,121
Lease liabilities 16 15,677 16,745
Deferred government grants 27 436 602
Employee benefit obligations 7(i) 38 31
57,723 44,499
Current liabilities
Borrowings 26(a) 37,142 61,999
Lease liabilities 16 6,913 7,006
Accounts payable 28 25,264 31,460
Accrued expenses and other payables 29 6,342 5,752
Current income tax payable 521 418
76,182 106,635
The above consolidated balance sheet should be read in conjunction with the accompanying notes.
The consolidated financial statements on pages 100 to 170 were approved by the Board of Directors on 9 March 2022 and were signed on its behalf:
Balance at 31 December 2019 176,008 3,694 (1,735) 247 475 3,870 182,559 2 182,561
Balance at 31 December 2020 176,008 3,694 (1,954) 285 1,118 7,094 186,245 1 186,246
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 103
Balance at 31 December 2020 176,008 3,694 (1,954) 285 1,118 – 7,094 186,245 1 186,246
Balance at 31 December 2021 176,008 3,694 (1,954) – 1,849 (1) 9,758 189,354 – 189,354
The above consolidated statement of changes in equity should be read in conjunction with the accompanying
notes.
104 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
For the additions of construction in progress, the Group recorded accounts payables of approximately RMB16,699
million to equipment and construction suppliers as at 31 December 2021 (2020: RMB21,759 million).
The Group recorded an addition of right-of-use assets with the corresponding of lease liabilities amounting to
approximately RMB8,164 million for the year ended 31 December 2021 (2020: RMB7,158 million).
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 105
1 GENERAL INFORMATION
China Tower Corporation Limited (中國鐵塔股份有限公司,the “Company”) was established by China Mobile
Communication Company Limited (“China Mobile Company”), China United Network Communications
Corporation Limited (“China Unicom Corporation”) and China Telecom Corporation Limited (“China
Telecom”) (the three telecommunications service providers in China collectively hereinafter referred to as the
“Three TSPs”) on 15 July 2014, as a limited liability company in the People’s Republic of China (the “PRC”),
with a total registered capital of RMB10,000 million.
In 2015, the share capital of the Company was increased to RMB129,345 million, after an acquisition of certain
telecommunications towers and related assets (the “Tower Assets”) from the Three TSPs and new shares
issuance to a new investor, China Reform Holdings Corporation Ltd. (“China Reform”). On 8 August 2018, the
Company completed the global offering of its H shares on the Main Board of The Stock Exchange of Hong
Kong Limited.
The Company and its subsidiaries (together, the “Group”) are principally engaged in constructing and
operating telecommunications towers, provision of telecommunications tower site space (the “provision
of Site Space”); provision of maintenance services (“Maintenance services”) and power services (“Power
services”); provision of indoor distributed antenna systems (“DAS”), other trans-sector site application and
information services (“smart tower business”, previously known as “TSSAI business”) and energy business.
The provision of Site Space, the Maintenance services and the Power services for tower sites are collectively
referred to as the “Tower business”. The Company’s headquarter is in Beijing, the PRC, with 31 provincial
branches operating across mainland China.
The consolidated financial statements are presented in RMB, unless otherwise stated.
106 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
The consolidated financial statements of the Group have been prepared under the historical cost
convention, except certain financial assets or liabilities measured at fair value. For the Tower Assets
acquired from the Three TSPs and their parent companies in 2015, the Company uses the purchase
considerations, which were negotiated and agreed with these parties as the historical costs of these
Tower Assets.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in the process of applying
the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.
Given the current economic conditions and based on the Group’s future operating plans and the
expected levels of capital expenditures, the Group has comprehensively considered the following
available sources of funds:
• The committed, unrestricted and unutilized revolving bank credit facilities of RMB210,910
million as at 31 December 2021; and
• Other available sources of financing from domestic banks and other financial institutions.
Based on management’s operating and financial plans, the directors of the Company were of the
opinion that the Group has adequate funds to continue its operations and to repay its debts when
they fall due, and thus concluded that the Group will be able to meet its obligations for the twelve
months after 31 December 2021. Accordingly, the consolidated financial statements have been
prepared on the basis that the Group will continue as a going concern.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 107
All amendments listed above did not have any material impact on the amounts recognised in prior
periods and are not expected to significantly affect the current or future periods.
2.1.3 Standards and Interpretations in issue but not yet effective and not been early
adopted
The following new standards and amendments to existing standards have been issued and are
mandatory for the Group’s accounting periods beginning on or after 1 January 2022 or later periods,
and the Group has not early adopted them:
New standards,
amendments and
interpretations Published date Effective date
None of these new standards or amendments to IFRSs is expected to have a significant effect on the
financial information of the Group.
108 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
The acquisition method of accounting is used to account for business combinations not involving
enterprises under common control by the Group.
Intercompany transactions, balances and unrealised gains on transactions between group companies
are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an
impairment of the transferred asset. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the
consolidated statement of comprehensive income, statement of changes in equity and balance
sheet respectively.
Impairment testing of the investments in subsidiaries is required upon receiving a dividend from
these investments if the dividend exceeds the total comprehensive income of the subsidiary in the
period the dividend is declared or if the carrying amount of the investment in the separate financial
statements exceeds the carrying amount in the consolidated financial statements of the investee’s
net assets including goodwill
(c) Associates
Associates are all entities over which the Group has significant influence but not control or joint
control. This is generally the case where the Group holds between 20% and 50% of the voting
rights. Equity method of accounting is applied for its investments in associates. Under the equity
method of accounting, the investments are initially recognised at costs and adjusted thereafter to
recognise the Group’s share of the post-acquisition profits or losses of the investees in the profit
or loss, and the Group’s share of movements in other comprehensive income of the investees in
other comprehensive income. Dividends received or receivable from associates are recognised as a
reduction in the carrying amounts of the investments.
Non-monetary items that are measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was determined. Translation differences on assets and
liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation
differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss
are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-
monetary assets and liabilities such as equities classified as at fair value through other comprehensive
income are recognised in other comprehensive income.
Group companies
The results and financial position of foreign operations (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
• assets and liabilities for each balance sheet presented are translated at the closing rate at the date
of that balance sheet;
• income and expenses for the statement of comprehensive income are translated at average
exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and expenses are translated at the dates
of the transactions); and
On consolidation, exchange differences arising from the translation of any net investment in foreign
entities, and of borrowings and other financial instruments designated as hedges of such investments, are
recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming
part of the net investment are repaid, the associated exchange differences are reclassified to profit or
loss, as part of the gain or loss on sale.
110 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part
is derecognised. All other repairs and maintenance are charged to the profit and loss during the financial
period in which they are incurred.
Depreciation is calculated to write off the cost of items of property, plant and equipment, less their
estimated residual value, if any, using the straight-line method over their estimated useful lives as follows:
– Buildings 3% 30 years
– Towers and ancillary facilities 0-3% 10 – 25 years
– Machinery and electronic devices 3% 5–7 years
– Office facilities and others 3% 5–6 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
An item of property and equipment is derecognised upon disposal or when no future economic benefits
are expected to arise from the continued use of the asset. Gains and losses on disposals are determined
by comparing the net sales proceeds with the carrying amount and are recognised within “Other
operating expenses” in the consolidated statement of comprehensive income.
2.6 Construction-in-progress
The Group’s construction-in-progress (“CIP”) represents buildings and equipment under construction
and pending installation, and is stated at cost less accumulated impairment losses (Note 2.7). Costs
include construction and acquisition costs, and interest charges arising from borrowings used to finance
the assets during the construction period. No provision for depreciation is made on CIP until such time
as the assets are completed and ready for its intended use. When the asset being constructed becomes
available for use, the CIP is transferred to the appropriate category of property, plant an equipment.
• those to be measured subsequently at fair value (either through OCI or through profit or loss),
and
The classification depends on the Group’s business model for managing the financial assets and the
contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI.
For investments in equity instruments that are not held for trading, this will depend on whether the
Group has made an irrevocable election at the time of initial recognition to account for the equity
investment at fair value through other comprehensive income (FVOCI).
The Group reclassifies debt investments when and only when its business model for managing those
assets changes.
2.8.3 Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss, transaction costs that are directly attributable
to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value
through profit or loss are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining
whether their cash flows are solely payment of principal and interest.
For the years ended 31 December 2021 and 2020, the Group only has debt instruments.
112 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
• Amortised cost: Assets that are held for collection of contractual cash flows where those cash
flows represent solely payments of principal and interest are measured at amortised cost.
Interest income from these financial assets is included in finance income using the effective
interest rate method. Any gain or loss arising on derecognition is recognised directly in profit
or loss and presented in other gains, net together with foreign exchange gains and losses.
• FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial
assets, where the assets’ cash flows represent solely payments of principal and interest, are
measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the
recognition of impairment gains or losses, interest income and foreign exchange gains and
losses which are recognised in profit or loss. When the financial asset is derecognised, the
cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss
and recognised in other gains, net. Interest income from these financial assets is included in
finance income using the effective interest rate method. Foreign exchange gains and losses are
presented in other gains, net.
• FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A
gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit
or loss and presented net within other gains, net in the period in which it arises.
2.8.4 Impairment
The Group assesses on a forward looking basis the expected credit losses associated with its debt
instruments carried at amortised cost. The impairment methodology applied depends on whether
there has been a significant increase in credit risk. For trade and other receivables from the Three
TSPs that paid on behave of the Three TSPs, the Group applies the simplified approach permitted
by IFRS9, which requires expected lifetime losses to be recognised from initial recognition of the
receivables. See Note 3.1(b) for further details.
Trade receivables are recognised initially at the amount of consideration that is unconditional unless they
contain significant financing components, when they are recognised at fair value. The Group holds the
trade receivables with the objective to collect the contractual cash flows and therefore measures them
subsequently at amortised cost using the effective interest method. Details about the Group’s impairment
policies are provided in Note 2.8.4 above.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 113
2.13 Borrowings
The Group’s borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings
are subsequently carried at amortised cost. Any difference between the proceeds (net of transaction
costs) and the redemption value is recognised in the consolidated statement of comprehensive income
over the period of the borrowings using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to
the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is
deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some
or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and
amortised over the period of the facility to which it relates.
Borrowings are removed from the consolidated balance sheet when the obligation specified in the
contract is discharged, cancelled or expired. The difference between the carrying amount of a financial
liability that has been extinguished or transferred to another party and the consideration paid, including
any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as finance costs.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the end of the reporting period.
Investment income earned on the temporary investment of specific borrowings pending their expenditure
on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
Other borrowing costs are expensed in the period in which they are incurred.
Capitalisation of borrowing costs is suspended or ceased when substantially all the activities necessary to
prepare the qualifying asset for its intended use or sale are interrupted or completed.
114 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying
amount and tax bases of investments in foreign operations where the company is able to control the
timing of the reversal of the temporary differences and it is probable that the differences will not
reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right
to offset and intends either to settle on a net basis, or to realise the asset and settle the liability
simultaneously.
The Group considers that the assets and liabilities arising from the lease are generated in a single
transaction, therefore, the Group applies IAS 12 “Income Taxes” requirements to the leasing
transaction as a whole. Temporary differences relating to right-of-use assets and lease liabilities are
assessed on a net basis.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to
items recognised in other comprehensive income or directly in equity. In this case, the tax is also
recognised in other comprehensive income or directly in equity, respectively.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 115
Medical insurance
The Group’s contributions to basic and supplementary medical insurances for its employees are
expensed as incurred. The Group has no further payment obligations once the contributions have
been paid.
In addition to the local governmental defined contribution pension schemes, the employees of the
Group also participate in a supplementary pension scheme launched by the Group managed by
an independent insurance company, whereby the Group is required to make contributions to the
supplementary pension schemes at fixed rates of the employees’ salary costs or in accordance with
the terms of the plan, on a contractual and voluntary basis.
The Group’s contributions to these plans mentioned above are charged to profit or loss when
incurred. The Group has no further payment obligations once the contributions have been paid.
116 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
The liability recognised in the balance sheet is the present value of the defined benefit obligation
at the end of the reporting period. The defined benefit obligation is calculated annually using the
projected unit credit method. The present value of the defined benefit obligation is determined by
discounting the estimated future cash outflows using interest rates of PRC government bonds with
terms approximating to the terms of the related obligation.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial
assumptions are recognised in the period in which they occur, directly in other comprehensive
income. They are included in retained earnings in the statement of changes in equity and in the
balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or
curtailments are recognised immediately in profit or loss as past service costs.
The fair value of restricted shares granted to employees under the scheme is recognised as an
expense over the vesting period when employee services received, with a corresponding credit to
equity. The total amount to be expensed is determined by reference to the fair value of the granted
restricted shares:
• including any market performance conditions (e.g. the entity’s share price)
• excluding the impact of any service and non-market performance vesting conditions (e.g.
profitability, sales growth targets and remaining an employee of the entity over a specified
time period), and
• including the impact of any non-vesting conditions (e.g. the requirement for employees to save
or hold shares for a specific period of time).
At the end of each reporting period, the Group revises its estimates of the number of restricted
shares that are expected to be vested. The impact of the revision of the original estimates, if any,
is recognised in profit or loss, with a corresponding adjustment to equity. Upon vesting, the Trust
transfers the appropriate number of shares to employee.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 117
Where there are a number of similar obligations, the likelihood that an outflow will be required in
settlement is determined by considering the class of obligations as a whole. A provision is recognised
even if the likelihood of an outflow with respect to any one item included in the same class of obligations
may be small.
Provisions are measured at the present value of management’s best estimate of the expenditure
required to settle the present obligation at the end of the reporting period. The discount rate used to
determine the present value is a pre-tax rate that reflects current market assessments of the time value
of money and the risks specific to the liability. The increase in the provision due to the passage of time is
recognised as interest expense.
2.18 Revenue
The Group’s operating revenue and lease income arise primarily from the Tower business, the DAS
business, the smart tower business and the energy business. During the years ended 31 December 2021
and 2020, the major customers and tenants of the Group are the Three TSPs in mainland China, namely
China Mobile Company, China Unicom Corporation and China Telecom. Other customers include other
telecommunication service providers, wireless data providers, government agencies and other users
in mainland China. The Tower business, the DAS business, the smart tower business and the energy
business that comprise multiple components are as below:
• Tower business
The Group’s Tower business includes macro cell business and small cell business to the Three TSPs,
both businesses comprise the following multiple components:
• Energy business
The Group’s backup power services is to provide standby emergency power supply to corporate
customers when there is loss of normal power supply/unexpected power outage. Contract with
customers are usually fixed price and are entered into on annual/quarter basis. The Group’s battery
exchange services is to provide replaceable batteries to individual customers when there is low
batteries of electric vehicles. Contract with customers are usually fixed price and are entered into
on month basis. The Group also provides battery recharge services to corporate and individual
customers on ad hoc basis when their batteries are exhausted and is charged on fixed price per
usage basis.
The Company entered into the Commercial Price Agreements, their supplemental agreements and
related individual site contracts with the Three TSPs for the Tower business and DAS business. The
agreements with the Three TSPs consist of multiple components as stated above that are distinct
and delivered separately. The total transaction price, as determined on a cost plus margin basis with
adjustment for co-sharing, is allocated to the provision of Site Space, the Maintenance services, the
Power services and the DAS services based on the relative stand-alone selling prices. The stand-alone
selling prices are determined based on the expected cost plus margin approach.
The Group, as a lessor, accounts for the provision of Site Space as operating lease (see Note 4.2 for
details), such revenue is recognised on a straight-line basis over the lease period. Variable lease payment
not based on index or rate should be recognised as revenue as incurred. The Group recognises revenue
for the Maintenance services, Power services, the DAS services and others when these services are
rendered.
Smart tower business generally include multiple components of services. The performance obligations
are generally satisfied over time in the same period and with the same pattern. Accordingly, they are
accounted for as a single smart tower services revenue and recognised when these services are rendered.
If the payments exceed the services rendered, a contract liability is recognised.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 119
Amounts disclosed as operating revenue are net of returns, discount, valued-added taxes (“VAT”) of the
PRC.
According to the prices stated in the contracts signed by the Group and its customers, the Group issues
bills to its customers for the services rendered by the end of each month, and the bills are usually payable
within 1-3 months. Accordingly, receivable is recorded and there is generally no material contract assets
or liabilities nor significant financing component.
For the business transactions involving third parties in providing services to the customers, when the
Group has sole discretion in determining the pricing, takes full responsibility of these services provided
to the customers, and also is responsible for the customers’ complaints and requests, the Group will
then consider it controls the specified services before their delivery to its customers and is a principal in
the transactions. Accordingly, the Group recognises revenue from the aforementioned business at gross
amounts based on the principle role the Group acts during the transactions. For the business transactions
where the Group acts an agent instead of a principal, revenue will be recognised at net amounts.
2.20 Leases
The Group as lessee
As a lessee, the Group leases certain office premises, telecommunication tower site properties (the “Site
Properties”) and equipment during its operations.
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased
asset is available for use by the Group.
Contracts may contain both lease and non-lease components. The Group allocates the consideration in
the contract to the lease and non-lease components based on their relative stand-alone prices.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities
include the net present value of fixed payments (including in-substance fixed payments), less any lease
incentives receivable.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot
be readily determined, which is generally the case for leases in the Group, the lessee’s incremental
borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds
necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment
with similar terms, security and conditions.
120 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
• where possible, uses recent third-party financing received by the individual lessee as a starting
point, adjusted to reflect changes in financing conditions since third party financing was received
• uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases
held by the Group, which does not have recent third party financing, and
• makes adjustments specific to the lease, e.g. term, country, currency and security.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or
loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance
of the liability for each period.
• any lease payments made at or before the commencement date less any lease incentives received
• restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term
on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use
asset is depreciated over the underlying asset’s useful life.
Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets
are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a
lease term of 12 months or less. Low-value assets comprise small items of office furniture and equipment.
Government grants relating to costs are deferred and recognised in the consolidated statement of
comprehensive income over the period necessary to match them with the costs that they are intended to
compensate.
Government grants relating to the purchase of property, plant and equipment are included in non-
current liabilities as deferred government grants and are credited to the consolidated statement of
comprehensive income on a straight-line basis over the expected useful lives of the related assets.
(a) A person (or a close member of that person’s family) is related to the Group if the person:
(iii) is a member of the key management personnel of the Group, or of a parent of the Group.
(i) A and B are members of the same group (that is all entities within a group are related to each
other);
(ii) A is an associate or joint venture of B. In this case A is related to all members of the Group that
B belongs to;
(v) B is a post-employment benefit plan for the benefit of employees of A or an entity related to A.
If A is itself a post-employment benefit plan, any sponsoring employers are also related to A;
(vii) a person who has control or joint control over A has significant influence over B or is a member
of the key management personnel of B; or
(viii) B (or any member of the Group of which B is a part) provides key management personnel
services to A or A’s parent.
In this definition, an associate includes subsidiaries of the associate and a joint venture includes
subsidiaries of the joint venture.
122 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Financial risk management is carried out by the Group’s headquarter financial department (“Finance
Department”) under the policies approved by the board of directors. The Finance Department identifies
and evaluates financial risks in close co-operation with the Group’s operating branches or units.
The Group analyses its interest rate exposure on a dynamic basis. Various scenarios are
simulated taking into consideration refinancing, renewal of existing positions, and alternative
financing. Based on these scenarios, the Group calculates the impact on profit and loss of a
defined interest rate shift applicable to the Group. The scenarios are run only for liabilities that
represent the major interest-bearing positions.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 123
During the years ended 31 December 2021 and 2020, the Group has no position in interest rate
swap.
Since bank deposits are mainly placed with state-owned banks or other large-scale listed financial
institutions, the Group considers that there is no material credit risk regarding the deposits with
banks and other financial institutions.
As for trade and other receivables, the Group has credit policy to monitor the level of credit risk.
In general, the credit period for each customer or debtor are regularly assessed, based on the
customer’s or debtor’s financial condition, their capacity to obtain guarantee from third parties, their
credit records and other factors such as current market condition. The Group is sensitive to changes
in the creditworthiness and financial strength of its main customers due to the importance of these
key customers to the overall revenue.
The Group has two types of assets that are subject to expected credit loss model:
– Trade receivables
– Other receivables
Trade receivables
Given the nature of the Group’s business, it has significant concentrations risk since there are
significant trade receivables due from the Three TSPs (the trade receivable balances due from the
Three TSPs accounted for 88.92% of the Group’s total trade receivable balances at 31 December
2021 (2020: 90.64%)).
To mitigate this risk, the Group timely monitors its receivable balances and all bills should be paid
within one to three months as agreed with the Three TSPs. Due to the 3A or above credit rating and
business reputation, the credit risks of these three customers are assessed as low. The Group uses
probability of default (PD), exposure at default (EAD) and loss given default (LGD) to measure the
credit risk from the Three TSPs.
124 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Other receivables
The Group considers the probability of default upon initial recognition of other receivables which
subsequently measured at amortised cost and whether there has been a significant increase in
credit risk on an ongoing basis. To assess whether there is a significant increase in credit risk, the
Group compares the risk of a default occurring on the other receivables as at the consolidated
balance sheet date with the risk of default as at the date of initial recognition. It considers available
reasonable and supportive forwarding-looking information. Especially the following indicators are
considered:
• Significant changes in the expected performance and behaviour of the debtors, including
changes in the payment status of debtors and historical credit loss experience
For other receivables from the Three TSPs, it is mainly payments made on behalf of the TSPs, which
resulted from the contract with customers while acting as an agent, the Group applies the simplified
approach to provide expected credit losses as it has similar nature with trade receivables, and
management applied the same methodology to assess the credit risk for these other receivables
from TSPs.
For the other receivables other than those from the Three TSPs, mainly deposit to suppliers and
customers, as it is have quick turnover, no historical of default, the Group were of the view that the
credit risk were immaterial.
Based on similar credit risk characteristics, trade receivables and other receivables from the Three
TSPs have been grouped into three portfolios:
In 2021, the expected loss rate for the Three TSPs group was 1.24% (2020: 0.57%). As at 31
December 2021, loss allowance for the Three TSPs group is RMB376 million (2020: RMB161
million).
As at 31 December 2021
Expected loss rate 9.32% 13.21% 18.68% 35.37% 100.00%
Gross carrying amount – trade
receivables 805 159 91 164 26
Loss allowance 75 21 17 58 26
As at 31 December 2020
Expected loss rate 5.86% 8.30% 11.80% 20.60% 100.00%
Gross carrying amount – trade
receivables 444 126 63 75 9
Loss allowance 26 16 10 23 9
As at 31 December 2021
Expected loss rate 9.25% 15.71% 21.48% 34.65% 100.00%
Gross carrying amount – trade
receivables 1,103 210 135 254 399
Loss allowance 102 33 29 88 399
As at 31 December 2020
Expected loss rate 9.76% 15.50% 21.10% 60.00% 100.00%
Gross carrying amount – trade
receivables 881 171 89 297 224
Loss allowance 86 23 19 177 224
126 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Trade and other receivables are write-off when there is no reasonable expectation of recovery.
Indicators that there is no reasonable expectation of recovery include, among others, the failures of
a debtor to engage in a repayment with the Group. The Group made write-off of trade and other
receivables amounting to RMB5 million during the year ended 31 December 2021 (2020: RMB10
million).
Impairment losses on trade receivables and other receivables is presented as credit loss allowance
within other operating expenses (Note 9). Subsequent recoveries of amounts previously written off
are credited against the same line item.
2021 2020
RMB million RMB million
Impairment losses
– movement in loss allowance for trade receivables and other
receivables (460) (389)
Reversal of previous impairment losses 5 –
Impairment losses on financial assets at amortised cost (455) (389)
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 127
The Group invests surplus cash in short-term time deposits, choosing instruments with appropriate
maturities or sufficient liquidity to provide sufficient headroom. As at 31 December 2021, the Group
holds cash and cash equivalents of RMB6,471 million (2020: RMB5,042 million) respectively to
manage liquidity risk.
In addition, the Group considers that it has adequate liquidity and access to medium and long-term
financings that enable the Group to meet working capital requirements and commitments for future
capital expenditures.
The finance department monitors rolling forecasts of the Group’s liquidity requirements to ensure
it has sufficient cash and cash equivalents to meet operational needs and capital expenditures
requirements, while maintaining sufficient headroom on its undrawn committed, unrestricted and
revolving committed bank credit facilities (Note 2.1.1). Such forecasting takes into consideration
the Group’s debt financing plans, covenant compliance (where applicable) and the economic
environment.
The following table sets out the remaining contractual maturities of the Group’s financial liabilities
at the consolidated balance sheet date, which are based on the undiscounted cash flows (including
interest payments computed using contractual rates or, if floating, based on prevailing rates at the
consolidated balance sheet date) and the earliest date the Group would be required to repay:
Total
contractual
Carrying undiscounted Within 1 year Between Between
amount cash flow or on demand 1 and 2 years 2 and 5 years Over 5 years
RMB million RMB million RMB million RMB million RMB million RMB million
As at 31 December 2020
Borrowings 89,120 92,375 63,743 4,107 24,525 –
Accounts payable and other
payables excluding
non-financial liabilities 34,052 34,052 34,052 – – –
Lease liabilities 23,751 30,063 9,008 6,181 9,589 5,285
As at 31 December 2021
Borrowings 78,714 85,471 42,579 29,307 13,585 –
Accounts payable and other
payables excluding
non-financial liabilities 27,801 27,801 27,801 – – –
Lease liabilities 22,590 28,502 8,848 6,206 8,897 4,551
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid
to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with other telecom service providers in the PRC, the Group monitors capital on the basis of
the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as
interest-bearing liabilities (including borrowings, lease liabilities as shown in the consolidated balance
sheet) less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the consolidated
balance sheet plus net debt.
As at 31 December
2021 2020
RMB million RMB million
(a) Estimated useful lives and residual values of property, plant and equipment
Depreciation is calculated to write off the cost of items of property, plant and equipment, less their
estimated residual value, if any, using the straight-line method over their estimated useful lives.
The Group reviews the estimated useful lives and residual values of the assets annually in order
to determine the amount of depreciation expense to be recorded during any reporting period.
The useful lives and residual values are determined based on the Group’s historical experience
with similar assets, taking into account the change of construction standards and methodology,
the assessment of future technological requirements of 5G telecommunications networks, and the
issuance of favourable government regulations that would affect their estimated useful lives. The
depreciation expense for future periods would be adjusted if there are significant changes from
previous estimates.
(b) Taxation
The Group is mainly subject to income taxes in mainland China. Significant judgment is required
in determining the provision for income taxes. There are some transactions and calculations for
which the ultimate tax determination is uncertain during the ordinary course of business. The Group
recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes
will be due. Where the final tax outcome of these matters is different from the amounts that were
initially recorded, such differences will impact the income tax and deferred tax provisions in the
period in which such determination is made.
For temporary differences which give rise to deferred tax assets, the Group assesses the likelihood
that the deferred tax assets could be recovered. Deferred tax assets are recognised based on the
Group’s estimates and assumptions that they will be recovered from taxable income arising from
continuing operations in the foreseeable future.
The recoverable amount is estimated whenever events or changes in circumstances have indicated
that their carrying amounts may not be recoverable. An impairment loss is recognised when the
asset’s carrying value exceeds its recoverable amount. The recoverable amount is determined based
on the higher of an asset’s fair value less costs of disposal and value in use.
130 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
The Company entered into a series of service agreements and commercial pricing agreements with the
Three TSPs for the leasing of communication towers and related ancillary facilities by the Three TSPs.
Pursuant to the terms of the agreements, all the provincial branches of the Company have entered into
provincial and individual tower agreements with the provincial subsidiaries/branches of the Three TSPs,
for the Tower business of individual tower sites based on the locational requirements of the Three TSPs,
across mainland China. Based on the Company’s assessment, at the inception of the leasing of individual
towers and related ancillary facilities, the 5 years lease terms does not account for the major part of the
economic lives of the towers and the present values of the minimum lease payments from lessee are not
considered substantial comparing with the fair values of the corresponding towers. At the end of the
lease term, there is no purchase option granted to the Three TSPs to purchase the individual towers.
The Company therefore bears any gains or losses in the fluctuation of fair values of the towers at the end
of the lease terms. Accordingly, the Company substantially bears all the risks and rewards incidental to
the ownership of the towers, and hence accounts for the above leasing of towers and related ancillary
facilities as operating leases.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 131
5 SEGMENT INFORMATION
The executive directors and senior management, as a decision-making group has been identified as the
Group’s chief operating decision-maker (“CODM”). The Group has determined the operating segments
based on the information reviewed by the CODM for the purposes of allocating resources and assessing
performance. The CODM review the revenue from revenue stream perspective including Tower business, DAS
business, smart tower business and energy business. However, the CODM does not make the decision related
to resource allocation or performance evaluation solely based on the revenue generated from the different
business. Rather, the CODM review the Group’s performance and budget as a whole. Therefore, the CODM
conclude that the Group has one operating segment.
Substantially all the Group’s long-lived assets are located in the mainland China and substantially all the
Group’s revenue and operating profit are mainly derived from the mainland China during the year.
The Group’s revenue are primarily generated from the Three TSPs and their respective parent companies,
named as China Mobile Communications Group Co., Ltd. (“CMCC”), China United Network Communications
Group Company Limited (“CUC”) and China Telecommunications Corporation (“CTC”), respectively. CMCC
together with China Mobile Company and all their subsidiaries are hereinafter referred to as “CMCC Group”;
CUC together with China Unicom Corporation and all their subsidiaries are hereinafter referred to as “CUC
Group”; and CTC together with China Telecom and all their subsidiaries are hereinafter referred to as “CTC
Group”.
(a) The major customers that contribute more than 10% of the total revenue of the Group are listed as
below:
80,841 77,370
For the year ended 31 December 2021, the revenue generated from CMCC Group, CUC Group and CTC
Group accounted for 93.37% (2020: 95.40%) of the total revenue.
6 OPERATING REVENUE
The table below summarises the Group’s operating revenue by business types:
75,857 73,371
86,585 81,099
132 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Operating revenue
Rental income under IFRS 16 64,543 62,483
Revenue from contract with customer under IFRS 15 22,042 18,616
86,585 81,099
(ii) The table below summarises the Group’s Tower business revenue by nature of services:
75,857 73,371
* Revenue from Services primarily comprises Maintenance services revenue and Power services revenue that are accounted
for under IFRS 15.
As at As at
31 December 31 December
2021 2020
RMB million RMB million
1,388 834
The Group classified these contract liabilities as current because the Group expects to realise them in one year.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 133
The following table shows how much of the revenue recognised in the current reporting period relates to carried-forward contract
liabilities:
625 562
All of the contracts are for periods of one year or less or are billed based on time incurred. As permitted under IFRS 15, the
transaction price allocated to these unsatisfied contracts is not disclosed.
6,875 6,115
Note:
Post-employment benefits
– Defined benefit obligations 5 31
– Defined contribution obligations 837 394
842 425
134 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
As disclosed in Note 25, the Company has implemented a restricted share incentive scheme with a duration of 10 years. The
fair value of restricted shares granted to employees as at grant date is recognised as an expense over the vesting period when
employee services are received, with a corresponding credit to equity.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 135
Contributions
relating to
social insurance,
Director/ Salaries, housing fund
supervisor’s allowances and retirement
fee and bonuses scheme Total
RMB’000 RMB’000 RMB’000 RMB’000
Executive director
TONG Jilu (Note (ii)) – 935 163 1,098
ZHANG Zhiyong (Note (iii)) – 170 38 208
GU Xiaomin – 1,190 216 1,406
– – – –
308 – – 308
Supervisors
LI Wenmin (Note (iv)) – 240 69 309
FAN Xiaoqing (Note (v)) – 540 142 682
WANG Hongwei – 775 212 987
GAO Lingling (Note (i)) – – – –
GUO Xiaolin (Note (i)) – – – –
SUI Yixun (Note (i)) – – – –
LI Tienan (Note (i)) – – – –
LI Zhangting – – – –
(i) These non-executive directors and supervisors of the Company received emoluments for their services from the related
parties. No apportionment has been made as these directors and supervisors of the Company consider it is impractical to
apportion their emoluments between the Group and the related parties according to their services provided.
(ii) Mr. TONG Jilu resigned from position as executive director of the Company with effect from 30 September 2021.
(iii) On 30 September 2021, Mr. ZHANG Zhiyong resigned from position as non-executive director of the Company, and was
appointed as executive director of the Company.
(iv) Mr. LI Wenmin resigned from position as supervisor of the Company on 14 April 2021.
(v) Ms. FAN Xiaoqing was appointed as supervisor of the Company on 14 April 2021.
(vi) In addition to the director’s remuneration in the table, as approved by the board of directors, a special bonus amounted
to RMB130 thousand and RMB130 thousand in 2021 was paid to Mr. TONG Jilu and Mr. GU Xiaomin respectively by the
Company for their past performance.
(vii) In addition to the director’s remuneration in the table, as approved by the board of directors, a special bonus amounted
to RMB50 thousand, RMB216 thousand and RMB487 thousand in 2021 was paid to Mr. LI Wenmin, Ms. FAN Xiaoqing and
Mr. WANG Hongwei respectively by the Company for their past performance.
(viii) The remuneration of all directors and supervisors was calculated based on their respective actual terms of office within
this year.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 137
Contributions
relating to
social insurance,
Director/ Salaries, housing fund
supervisor’s allowances and retirement
fee and bonuses scheme Total
RMB’000 RMB’000 RMB’000 RMB’000
Executive director
TONG Jilu – 1,050 151 1,201
GU Xiaomin – 1,050 144 1,194
– – – –
277 – – 277
Supervisors
LI Wenmin – 658 147 805
WANG Hongwei – 658 145 803
GAO Lingling (Note (i)) – – – –
GUO Xiaolin (Note (i)(vi)) – – – –
SUI Yixun (Note (i)) – – – –
LI Tienan (Note (i)) – – – –
LI Zhangting (Note (vii)) – – – –
(i) These non-executive directors and supervisors of the Company received emoluments for their services from the related
parties. No apportionment has been made as these directors and supervisors of the Company consider it is impractical to
apportion their emoluments between the Group and the related parties according to their services provided.
(ii) Mr. SHAO Guanglu resigned from position as non-executive director of the Company with effect from 6 March 2020.
(iii) On 21 May 2020, Mr. MAI Yanzhou was appointed as non-executive director of the Company, and Mr. DENG Shiji was
appointed as independent non-executive director of the Company.
(iv) Mr. GAO Tongqing was appointed as non-executive director of the Company on 13 October 2020.
(v) Mr. SU Li resigned from position as independent non-executive directors of the Company on 10 January 2020.
(vi) Ms. GUO Xiaolin resigned from position as supervisor of the Company on 10 August 2020.
(vii) Mr. LI Zhangting was appointed as supervisor of the Company on 13 October 2020.
(viii) Mr. DONG Xin resigned from position as non-executive directors of the Company on 13 October 2020.
(ix) In addition to the director’s remuneration in the table, as approved by the board of directors, a special bonus amounted
to RMB140 thousand and RMB135 thousand in 2020 was paid to Mr. TONG Jilu and Mr. GU Xiaomin respectively by the
Company for their past performance.
(x) In addition to the director’s remuneration in the table, as approved by the board of directors, a special bonus amounted
to RMB376 thousand and RMB418 thousand in 2020 was paid to Mr. LI Wenmin and Mr. WANG Hongwei respectively by
the Company for their past performance.
(xi) The remuneration of all directors and supervisors was calculated based on their respective actual terms of office within
this year.
9,120 8,257
Costs of site power supply using diesel oil generation 1,635 1,699
Site usage expenses 1,438 1,212
IT service charge 1,234 1,063
Others 854 653
5,161 4,627
5,736 5,025
Note:
Technical support charges incurred are mainly for building platforms for customers in smart tower business and energy business, and
are paid to third-party service providers while the Group is the primary obligator for providing this services.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 141
303 318
Note:
Others primarily comprise government grants, and other miscellaneous non – operating gains.
11 FINANCE COSTS
3,745 3,959
Note:
The interest rate range of amounts capitalised in CIP in 2021 are 2.25%-3.60% per annum (2020: 3.02%-3.38% per annum).
142 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Current tax
Current tax on estimated taxable profits for the year 2,722 2,239
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the PRC
statutory income tax rate applicable to the Group as follows:
Note:
The Company’s PRC statutory income tax rate is 25%. According to the circular of “Continuing to Implement preferential Corporate
Income Tax Policies for Western Development” (Ministry of Finance announcement [2020] No. 23) issued by the Ministry of Finance,
the State Administration of Taxation and the National Development and Reform Commission and relevant PRC enterprise income
tax regulations, branches that are qualified and located in certain western provinces of mainland China are entitled to a preferential
income tax rate of 15%, certain branches of the Group obtained the approval were entitled to this preferential income tax rate of 15%
until the end of 2030.
According to the notice of “Concerning Preferential Enterprise Income Tax Policies of Hainan Free Trade Port” (Caishui [2020] No. 31)
issued by the Ministry of Finance and the State Administration of Taxation, Hainan Province branch is entitled to a preferential income
tax rate of 15% after obtaining the approval until the end of 2024.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 143
Note:
On 18 April 2019, the shareholders of the Company approved the adoption of a restricted share incentive scheme. During the
year ended 31 December 2021, no share was purchased by the trustee authorised by the Group from the secondary market
(Note 25) (2020: 143 million shares were purchased from the secondary market).
(b) Diluted
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive potential ordinary shares.
The Group only has one category of potential ordinary shares, that is the restricted shares granted to
employee under the restricted share incentive scheme. The restricted shares were not included in the
calculation of diluted earnings per share for the year ended 31 December 2021 and 2020 because the
unlocking conditions of achieving certain performance conditions are not met (see Note 25) and they are
anti-dilutive. Therefore, the diluted earnings per share was the same as basic earnings per share.
144 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Machinery
Towers and and Office
ancillary electronic facilities
Buildings facilities devices and others Total
RMB million RMB million RMB million RMB million RMB million
Accumulated depreciation:
Opening balance (154) (90,440) (36,187) (419) (127,200)
Accumulated depreciation:
Opening balance (342) (113,553) (46,297) (595) (160,787)
Note: Some sites with towers and ancillary facilities have incomplete legal titles, after a detailed assessment, the directors of the
Company are of the view that there will not be any material adverse impact to the consolidated financial statements and
operation of the Group.
The additions of buildings are office premises. As of 31 December 2021, certain ownership certificates of those buildings and
land use right certificates have yet been obtained. The directors of the Company believe that there is no substantial obstacle to
obtain those certificates.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 145
15 CONSTRUCTION IN PROGRESS
As at 31 December 2021, construction in progress mainly include towers and DAS projects under construction
and installation.
16 LEASE
(a) The consolidated balance sheet shows the following amounts relating to leases
where the Group is a lessee:
Accumulated depreciation:
As at 1 January 2020 (28,385) (119) (28,504)
16 LEASE (Continued)
(a) The consolidated balance sheet shows the following amounts relating to leases
where the Group is a lessee: (Continued)
Accumulated depreciation:
As at 1 January 2021 (38,128) (161) (38,289)
As at As at
31 December 31 December
2021 2020
RMB million RMB million
Lease Liabilities
– Current 6,913 7,006
– Non-current 15,677 16,745
22,590 23,751
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 147
16 LEASE (Continued)
(b) The consolidated statement of comprehensive income shows the following amounts
relating to leases where the Group is a lessee:
(c) The total cash payment of principal and interest of lease liabilities for the year
ended 31 December 2021 was RMB9,902 million (2020: RMB9,031 million).
As at As at
31 December 31 December
2021 2020
RMB million RMB million
1,892 1,457
148 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Tax impact
of lease Restricted Employee
Deferred accounting share defined
Accrued government Credit under incentive benefit
expenses grants loss allowance IFRS16 scheme obligation Total
RMB million RMB million RMB million RMB million RMB million RMB million RMB million
For the years ended 31 December 2021 and 2020, there were no unrecognised deferred tax assets in respect
of the deductible temporary differences and unused tax losses.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 149
18 SUBSIDIARIES
As at 31 December 2021, the details of the Company’s subsidiaries are:
Ownership
Place of Particulars of interests held Principal activity
incorporation and issued and paid by the and place of
Name of company kind of legal entity up capital Company operation
Energy Tower The People’s Republic RMB 100% Power generation and
Corporation Limited of China; Limited 1,754.65 million energy storage
(Note (ii)) liability company services in China
Note:
(i) In November 2018, the Company established Southeast Asia Tower Co., Ltd (“SA Tower”) together with other two local
investors in The Lao People’s Democratic Republic. SA Tower’s registered capital is USD1.5 million. The Company has paid
USD1.05 million to SA Tower and owned 70% equity interests in SA Tower.
SA Tower mainly engages in the provision of telecommunication tower infrastructure services in Southeast Asia.
As of and for the year ended 31 December 2021, the non-controlling interests in the above subsidiary was not material to the
consolidated financial statements of the Group.
(ii) In June 2019, the Company set up Smart Tower Corporation Limited (鐵塔智聯技術有限公司“Smart Tower”) and Energy Tower
Corporation Limited (鐵塔能源有限公司, “Energy Tower”), with registered capital of RMB1,000 million and RMB5,000 million
respectively.
Smart Tower mainly engages in integrated information services and Energy Tower mainly engages in power generation and
energy storage services.
150 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
As at As at
31 December 31 December
2021 2020
RMB million RMB million
4,018 6,297
Note:
(i) The Group obtained input VAT from its purchase of assets (i.e. towers, equipment and property) and services that were subject
to VAT in the PRC. Input VAT recoverable mainly represents the input VAT carried forward from capital investment and material
procurement.The input VAT recoverable can be carried forward indefinitely to set-off future output VAT according to the
relevant VAT regulations of the PRC.
(ii) Others mainly include purchased software, which are recognised at their initial costs and amortised over their estimated useful
lives (generally 5-10 years).
As at As at
31 December 31 December
2021 2020
RMB million RMB million
As at 31 December 2021 and 2020, trade and other receivables were primarily denominated in RMB and their
carrying amounts approximated their fair values.
For the year ended 31 December 2021, the Group wrote off trade receivables in amount of approximately
RMB5 million (for the year ended 31 December 2020: RMB10 million).
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 151
As at As at
31 December 31 December
2021 2020
RMB million RMB million
30,211 25,409
As at As at
31 December 31 December
2021 2020
RMB million RMB million
30,211 25,409
Trade receivables primarily comprise receivables from the Three TSPs. Other third-party customers
include local government authorities and public institutions, state-owned companies and other customer
groups. Trade receivables from customers are mainly due for payment within 1-3 months from the date
of billing. Customers with balances that are overdue or exceed credit limits are required to settle all
outstanding balances before any further services can be provided.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a
lifetime expected loss allowance for all trade receivables. The expected credit loss of certain customers
or relevant groups are based on current conditions as well as reasonable forecasts of future economic
conditions from time to time. Additional credit loss allowance would be immediately recognised in the
profit and loss when there has been a significant increase of the expected credit losses of corresponding
receivables from initial recognition.
As at 31 December 2021, acceptance notes issued by banks and commercial acceptance bill included
in trade receivables is RMB438 million and RMB6,553 million respectively (2020: RMB555 million and
RMB4,764 respectively).
152 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
(ii) Payments on behalf of customers mainly represent the payments made by the Group on behalf of
the Three TSPs to their suppliers for certain sites electric power charges when the Group provides
the services of power access to its customers and acting as an agent. Such customers usually make
payment to the Group within 1-3 months. The expected credit loss model for payments on behalf of
the Three TSPs are the same with the trade receivables from the Three TSPs.
As at As at
31 December 31 December
2021 2020
RMB million RMB million
7,679 7,504
Note:
(a) As at 31 December 2021, advance payments mainly represents prepaid rentals to the lessor for short-term leases and low-value
leases under IFRS 16, and prepayment of electric powers charges of certain tower sites.
As at As at
31 December 31 December
2021 2020
RMB million RMB million
6,471 5,042
23 SHARE CAPITAL
Registered, issued and fully paid:
Shares
held under
restricted
share Share based
Share Statutory incentive Compensation Other Retained
premium reserves scheme reserves reserves earnings Total
Note RMB million RMB million RMB million RMB million RMB million RMB million RMB million
(Note)
Note:
Pursuant to Company’s Articles of Association and the Company Law of the PRC, the Company is required to appropriate 10% of each
year’s net profit (after offsetting previous years’ losses) to statutory reserves, until such reserve balance reaches 50% of the registered
capital of the Company.
The statutory reserves can be used to cover previous years’ losses, if any, and may be converted into paid-up capital, provided that
the reserves after such conversion is not less than 25% of the registered capital of the Company.
154 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Ordinary shares:
Final dividend declared for the year ended
31 December 2020 of RMB0.02235 (2019: RMB0.01455)
per ordinary share 3,934 2,561
(ii) Dividends proposed and not recognised as liabilities at the end of reporting
period
On 9 March 2022, the Board of Directors of the Company proposed a dividend of RMB0.02624 per
ordinary share to the shareholders for the year ended 31 December 2021, approximately RMB4,618
million in total. As the ordinary final dividend is declared after the balance sheet date, such dividend
is not recognised as liability as at 31 December 2021.
All shares granted are subject to a lock up period of 24 months commencing from the grant date, followed by
an unlocking period of up 1 to 3 years (three tranches in proportion of 40%, 30% and 30% for each 12 months).
During the lock-up period, the shares granted to Scheme Participants shall not possess the right of disposal,
such that the shares shall not be transferred, used as collateral or used for debt repayment. Upon unlocking,
Scheme Participants will entitle to the related shares (including the dividends declared on the underlying
shares granted and vested) provided all of the required performance conditions are met and Scheme
Participants are still in employment with the Company.
On 18 April 2019 (the “First Grant Date”), 1,112 million restricted shares were granted at grant price of
RMB1.03 per share. On 19 December 2019 (the “Second Grant Date”), additional 93 million restricted shares
were granted at the same grant price of RMB1.03 per share. The fair value of the restricted shares granted
on the First Grant Date and the Second Grant Date were determined as RMB0.85 per share and RMB0.53 per
share, respectively.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 155
For the year ended 31 December 2021, the Company reversed previously recognised share-based
compensation expense of RMB162 million as a result of not meet a non-market performance conditions during
the vesting period stipulated under the Scheme, which resulted in 354 million restricted shares being forfeited.
In addition there were 7 million shares being forfeited due to certain Scheme Participants having resigned
from the Company.
For the year ended 31 December 2021, the Company also reversed previously recognised share-based
compensation expense of RMB123 million with not expected to meet a non-market performance conditions in
future vesting period stipulated under the Scheme.
For the year ended 31 December 2020, the Company reversed previously recognised share-based
compensation expense of RMB131 million as a result of not meet a non-market performance conditions during
the vesting period stipulated under the Scheme, which resulted in 475 million restricted shares being forfeited.
In addition there were 11 million shares being forfeited due to certain Scheme Participants having resigned
from the Company.
A trust entity (the “Trustee”) is appointed and authorised by the Board to acquire certain numbers of H share
from the secondary market for the Scheme. The acquired shares are held by Trustee until such shares are
vested in accordance with the provisions of the Scheme. Upon vesting, Trustee will transfer shares to Scheme
Participants according to the Group’s instruction. If the performance conditions or service conditions are not
fulfilled and the corresponding tranche of shares granted are forfeited before vesting, the grant price will be
repaid back to Scheme Participants.
During the year ended 31 December 2021, Trustee did not acquire any H share (2020: acquired 143 million H
shares at a total cash considerations of RMB219 million).
Shares held by the Trustee under restricted share incentive scheme are shown below:
During the year ended 31 December 2021, the Company returned the cash to Scheme Participants of RMB495
million. As at 31 December 2021, the Company received in cash from Scheme Participants under the Scheme
in the amount of RMB727 million, which were recorded under “Accrued expenses and other payables” (2020:
RMB1,222 million).
156 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
26 BORROWINGS
(a) Borrowings
As at As at
31 December 31 December
2021 2020
RMB million RMB million
Borrowings:
Long-term borrowings (Note (i))
– General Borrowings 36,533 22,694
– Preferential Borrowings 5,150 6,608
– Medium-term Notes (Note (iii)) 4,042 –
Short-term borrowings:
Short-term loans (Note (ii)) 32,650 48,700
Long-term borrowings – Current portion 4,153 2,181
Discounted notes (Note(iv)) 339 –
Short-term commercial papers (Note (v)) – 11,118
Note:
(i) In 2015 and 2016, the Group obtained unsecured long-term RMB denominated loans from China Development Bank
via China Development Fund Co., Ltd (the “Preferential Borrowings”) at a preferential interest rate, as the government
granted a loan interest subsidy to the Group. The Preferential Borrowings mature in 10 years and are mainly used for
telecommunications network and broadband infrastructure improvements in certain rural areas of the PRC.
The Group initially recognised the Preferential Borrowings at fair value based on the then prevailing borrowing interest
rates in the PRC. The interest subsidy was recognised as a government grant and recorded in deferred government
grants, which was amortised to the consolidated statement of comprehensive income to match with the related interest
expenses.
As at 31 December 2021, the carrying amount of the Preferential Borrowings amounted to RMB5,150 million (2020:
RMB6,608 million).
The carrying amount of the unsecured general long-term bank borrowings (the “General Borrowings”) were RMB36,533
million at 31 December 2021 with maturity of 2 to 4 years (2020: RMB22,694 million with maturity of 3 to 5 years).
For the year ended 31 December 2021, the effective interest rates of all long-term borrowings were 2.25% to 3.60% per
annum (2020: 2.25% to 4.35% per annum).
(ii) As at 31 December 2021, short-term loans include loans from China Mobile Group Finance Co., Ltd. (a subsidiary of
China Mobile Company) of RMB2,500 million (2020: RMB2,500 million). The remaining short-term loans are obtained from
commercial banks in the PRC.
For the year ended 31 December 2021, all short-term loans are unsecured, which bear interest rates ranging from 2.80%
to 3.48% per annum (2020: from 2.80% to 3.92% per annum).
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 157
26 BORROWINGS (Continued)
(a) Borrowings (Continued)
Note: (Continued)
(iii) During the year ended 31 December 2021, the Company publicly issued Mid-term Notes in the China’s Interbank Bond
Market. The details of which are shown below:
Carrying
Annual amount as at
Principal interest 31 December
Issue Date Amount Paper titles Period rate 2021
(RMB million) (RMB million)
The balance of Mid-term Notes as at 31 December 2021 included principal and related interest payable, amounted to
RMB4,000 million and RMB42 million, respectively (2020: RMB0 million and RMB0 million, respectively).
(iv) For the year ended 31 December 2021, the total amount of discounted notes is RMB1,153 million, the discounted interest
rate of the notes ranging from 2.73% to 3.30% per annum.
(v) During the year ended 31 December 2021 and 2020, the Company publicly issued Short-term commercial papers in the
China’s Interbank Bond Market. The details of which are shown below:
Carrying
Annual amount as at
Principal interest 31 December
Issue Date Amount Paper titles Period rate 2021
(RMB million) (RMB million)
22 April 2020 2,000 Tranche four of 2020 super short-term commercial paper 267 days 1.50% –
23 April 2020 4,000 Tranche five of 2020 super short-term commercial paper 270 days 1.60% –
27 April 2020 2,000 Tranche six of 2020 super short-term commercial paper 269 days 1.65% –
22 July 2020 3,000 Tranche seven of 2020 super short-term commercial paper 268 days 2.30% –
Total 11,000 –
Carrying
Annual amount as at
Principal interest 31 December
Issue Date Amount Paper titles Period rate 2020
(RMB million) (RMB million)
9 March 2020 4,000 Tranche one of 2020 super short-term commercial paper 178 days 2.05% –
12 March 2020 2,000 Tranche two of 2020 super short-term commercial paper 180 days 2.05% –
13 March 2020 2,000 Tranche three of 2020 super short-term commercial paper 179 days 2.00% –
22 April 2020 2,000 Tranche four of 2020 super short-term commercial paper 267 days 1.50% 2,020
23 April 2020 4,000 Tranche five of 2020 super short-term commercial paper 270 days 1.60% 4,045
27 April 2020 2,000 Tranche six of 2020 super short-term commercial paper 269 days 1.65% 2,023
22 July 2020 3,000 Tranche seven of 2020 super short-term commercial paper 268 days 2.30% 3,030
26 BORROWINGS (Continued)
(b) The repayment schedule of the borrowings
As at 31 December 2021 and 2020, borrowings are repayable as follows:
As at As at
31 December 31 December
2021 2020
RMB million RMB million
78,714 89,120
(c) The carrying amounts and fairs value of the long-term borrowings
The carrying values of the long-term borrowings approximate their fair values, as the long-term
borrowings were carried at market interest rate and the impact of discounting is not significant. The fair
values are based on cash flows discounted using the prevailing market interest rates as at 31 December
2021 and 2020. They are within level 3 of the fair value hierarchy.
As at As at
31 December 31 December
2020 Addition Recognized 2021
28 ACCOUNTS PAYABLE
Accounts payable primarily include payables for construction expenditures, repairs and maintenance and
other operation expenditures. Accounts payable are unsecured, non-interest bearing and are repayable
in accordance with contractual terms. Accounts payable are primarily denominated in RMB. Their carrying
amounts approximate their fair values due to their short-term maturities.
The aging analysis of accounts payable is based on the invoice date as follows:
As at As at
31 December 31 December
2021 2020
RMB million RMB million
25,264 31,460
As at As at
31 December 31 December
2021 2020
RMB million RMB million
6,342 5,752
Accrued expenses and other payables are all denominated in RMB. Their carrying amounts approximate their
fair values due to their short-term maturities.
160 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
(b) In the consolidated statement of cash flows, proceeds from sale of property and
equipment comprise:
As at As at
31 December 31 December
2021 2020
RMB million RMB million
Net Debt
(94,833) (107,829)
As at As at
31 December 31 December
2021 2020
RMB million RMB million
Net Debt
(94,833) (107,829)
162 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
31 CONTINGENCIES
As of 31 December 2021 and 2020, the Group had no material contingencies.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 163
32 COMMITMENTS
(a) Capital commitments
As at 31 December 2021 and 2020, the Group had capital commitments for construction expenditures
and acquisition of properties as follows:
As at As at
31 December 31 December
2021 2020
RMB million RMB million
1,883 2,399
(b) Non-cancellable leases payment related to short-term lease and low-value lease
As at As at
31 December 31 December
2021 2020
RMB million RMB million
647 625
As at 31 December
2021 2020
Note RMB million RMB million
Assets
Non-current assets
Property, plant and equipment 219,431 230,798
Right-of-use assets 32,877 34,553
Construction in progress 14,402 19,820
Deferred income tax assets 1,826 1,453
Other non-current assets 4,005 6,219
Investment to subsidiary 1,782 779
274,323 293,622
Current assets
Trade and other receivables 34,687 30,591
Prepayments and other current assets 7,493 7,484
Cash and cash equivalents 6,304 4,901
48,484 42,976
Liabilities
Non-current liabilities
Borrowings 41,544 27,102
Employee benefit obligations 38 31
Lease liabilities 15,677 16,745
Deferred government grants 433 602
57,692 44,480
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 165
As at 31 December
2021 2020
Note RMB million RMB million
Current liabilities
Borrowings 37,142 61,999
Lease liabilities 6,913 7,006
Accounts payable 24,907 30,793
Accrued expenses and other payables 6,345 5,653
Current income tax payable 464 416
75,711 105,867
The balance sheet of the Company was approved by the Board of Directors on 9 March 2022 and was signed
by the following directors on its behalf:
Shares held
under
restricted
share Share based
Share Statutory incentive Compensation Other Retained
premium reserves scheme reserves reserves earnings Total
Note RMB million RMB million RMB million RMB million RMB million RMB million RMB million
Provision of Tower business, DAS and other services (i) 80,841 77,370
Purchases of various goods and services (ii) 6,572 6,979
Rental charges for property and site ground lease (iii) 409 297
Payments on behalf of related parties (iv) 26,666 22,885
Short term borrowings (v) 2,588 2,717
– Principals 2,500 2,500
– Interests 88 217
Note:
The provisions of the Tower business and DAS are based on the agreed terms in the Commercial Pricing Agreements
and supplemental agreements signed by the Company and the Three TSPs, and set out in the individual site service
agreements between the provincial branches of the Company and the provincial subsidiaries/branches of the Three TSPs.
The prices are determined on a cost-plus margin basis, adjusted for different elements including tenancy co-sharing
discount, area adjustment rate for different provincial standard construction costs and related operation costs.
For the year ended 31 December 2021, based on the mutual agreement reached with each of the Three TSPs, for the
Tower business, the co-location discount policy that had been applied prior to the year of 2021 for the existing sharing
parties under the Commercial Pricing Agreements and related supplemental agreements continued to be applied.
Besides, the Group also provides smart tower business, energy business and other services to CMCC Group, CUC Group
and CTC Group, respectively.
The Group purchases certain equipment, engineering design services, construction and supervision services, maintenance
services, communications and IT services from CMCC Group, CUC Group and CTC Group. The transaction prices are
mainly determined in accordance with relevant market price or cost-plus basis if no market price or the market price
cannot be properly determined.
168 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
The Group leases certain properties, site ground and warehouses from CMCC Group, CUC Group and CTC Group. On
the adoption of IFRS 16, the Group recognises right-of-use assets and lease liabilities for leases in the balance sheet,
except for short-term leases and low-value leases.
For the year ended 31 December 2021, rental charges for property and site ground lease include short-term leases and
low-value leases charges for use of property and site ground, the depreciation of the right-of-use assets, and the finance
cost associated with the lease liabilities in relation to the aforementioned leasing arrangements with CMCC Group, CUC
Group and CTC Group.
As mentioned in Note 20 (b) (ii), the Group paid certain sites electric power charges to electricity power companies or
third parties, on behalf of the Three TSPs.
The Group obtained the short-term borrowings from China Mobile Group Finance Co., Ltd. (a subsidiary of China Mobile
Company). These borrowings are unsecured, with interest rates determined by benchmarking to the financial institution’s
one-year lending rate announced by the PBOC. These short-term borrowings have a maturity period of 3 to 12 months.
6,565 5,557
In addition to the remuneration of key management personnel in the table above, as approved by
the board of directors, a special bonus amounted to RMB600 thousand was paid to members of key
management for their past performance in 2021 (2020: 460 thousand).
The key management of the Group had 5 members for the year ended 31 December 2021 (2020: 5
members).
The remuneration of all key management were calculated based on their respective actual terms of office
within this year.
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 169
As at 31 December
2021 2020
RMB million RMB million
As at 31 December
2021 2020
RMB million RMB million
Except for lease liabilities, the balances of amount due from/to related parties are unsecured, non-
interest bearing and repayable on demand.
• rendering or receiving other services, such as construction services, logistics, transportation and
maintenance services, etc.
These transactions are conducted in the ordinary course of the Group’s business on terms comparable
with the terms of transactions with other entities that are not government-related. The Group prices its
services and products with the counterparties based on commercial negotiations. The Group has also
established its procurement policies and approval processes for purchases of products and services,
which do not depend on whether the counterparties are government-related entities or not.
Financial Summary
(Expressed in RMB unless otherwise indicated)
RESULTS
2021 2020 2019 2018 2017
RMB million RMB million RMB million RMB million RMB million
Operating expenses
Depreciation and amortisation (49,982) (47,515) (45,415) (32,692) (32,642)
Repairs and maintenance (5,796) (5,805) (5,993) (6,165) (6,156)
Employee benefits and
expenses (6,875) (6,115) (5,863) (4,917) (4,229)
Other operating expenses (10,897) (9,652) (7,876) (18,964) (17,923)
From 1 January 2019, the Group has adopted IFRS 16 “Lease” retrospectively, but has not restated
comparatives for the 2018 reporting period, as permitted under the transition provisions in the standard.
The Group recognized right-of-use assets and lease liabilities for almost all leases, except for short-term
leases and low-value leases in the balance sheet, recorded depreciation & amortisation and finance cost
accordingly.
172 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Financial Summary
(Expressed in RMB unless otherwise indicated)
Assets
Non-current assets
Property plant and equipment 221,419 231,684 239,925 249,055 258,138
Right-of-use assets 32,877 34,553 36,140 – –
Construction in progress 14,709 20,185 12,263 12,193 10,930
Deferred income tax assets 1,892 1,457 1,199 706 689
Long-term prepayments – – – 13,216 9,910
Other non-current assets 4,018 6,297 7,545 8,395 12,459
Current assets
Trade and other receivables 34,194 30,658 26,258 19,158 15,262
Prepayments and other
current assets 7,679 7,504 8,514 7,805 7,403
Cash and cash equivalents 6,471 5,042 6,223 4,836 7,852
Liabilities
Non-current liabilities
Borrowings 41,572 27,121 8,480 19,064 43,793
Lease liabilities 15,677 16,745 17,862 – –
Deferred government grants 436 602 800 1,039 1,314
Employee benefit obligation 38 31 – – –
Current liabilities
Borrowings 37,142 61,999 87,019 79,946 95,260
Lease liabilities 6,913 7,006 6,992 – –
Deferred consideration
payables – current portion – – – 382 17,252
Accounts payable 25,264 31,460 29,313 30,591 31,906
Accrued expenses and
other payables 6,342 5,752 4,641 3,263 5,400
Current income tax payable 521 418 399 577 223
Corporate Information
(as at the date of this report)
Definitions
In this annual report, unless the context otherwise requires, the following terms and expressions have the
meanings set forth below.
“2018 AGM” the annual general meeting of the Company held on 18 April
2019
“2018-2020 Property Lease the property lease framework agreements entered into between
Framework Agreements” the Company and each of the Telecom Group Companies on 15
July 2018, respectively
“2018-2020 Service Supply the service supply framework agreements entered into between
Framework Agreements” the Company and each of the Telecom Group Companies on 15
July 2018, respectively
“2019 AGM” the annual general meeting of the Company held on 21 May 2020
“2019-2020 Site Resource Service the agreement dated 19 December 2019 entered into between
Framework Agreement with CMCC” the Company and CMCC in relation to the provision of site
resource service by the Company to China Mobile Company and
its associates
“2020 AGM” the annual general meeting of the Company held on 12 May 2021
“2020 Second EGM” the extraordinary general meeting of the Company held on 4
December 2020
“2021-2023 Property Lease the property lease framework agreement dated 19 October
Framework Agreement(s)” 2020 between the Company and each of the Telecom Group
Companies
“2021-2023 Service Supply the service supply framework agreement dated 19 October
Framework Agreement(s)” 2020 between the Company and each of the Telecom Group
Companies
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 175
Definitions
“2021-2023 Site Resource Service the agreement dated 19 October 2020 entered into between the
Framework Agreement with CMCC” Company and CMCC in relation to the provision of site resource
service by the Company to CMCC and its associates
“2021-2023 Value-added Service the value-added service framework agreement dated 19 October
Framework Agreement with CTC” 2021 between the Company and CTC
“2022 First EGM” the extraordinary general meeting of the Company held on 14
January 2022
“Articles of Association” or “Articles” the articles of association of the Company, as amended from
time to time
“China” or “PRC” the People’s Republic of China, excluding, for the purpose of this
report, Hong Kong, Macau Special Administrative Region of the
PRC and Taiwan
“China Mobile” (i) China Mobile Limited (中國移動有限公司), which held the entire
equity interest in China Mobile Company as of the Financial Year
End Date, or (ii) one of the major telecommunications services
providers in China, as the context may require
Definitions
“China Unicom A Share Company” China United Network Communications Limited (中國聯合網
絡通信股份有限公司), a company listed on the Shanghai Stock
Exchange (stock code: 600050), in which CUC held 36.70% equity
interest as of the Financial Year End Date
“CMCC Group” CMCC and its subsidiaries (or CMCC and any one or more of its
subsidiaries, as the context may require)
“Commercial Pricing Agreement(s)” the Commercial Pricing Agreement(s) entered into between
the Company and each of the Telecom Shareholders on 8 July
2016, which set out the pricing of the products and the services
provided by the Company to the Telecom Shareholders and their
branches/subsidiaries
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified from
time to time
“Corporate Code” the code for securities transactions by Directors, Supervisors and
relevant employees of China Tower Corporation Limited adopted
by the Company
“CTC Group” CTC and its subsidiaries (or CTC and any one or more of its
subsidiaries, as the context may require)
ANNUAL REPORT 2021 CHINA TOWER CORPORATION LIMITED 177
Definitions
“CUC Group” CUC and its subsidiaries (or CUC and any one or more of its
subsidiaries, as the context may require)
“Davo Qihang” Beijing Davo Qihang Management Consulting Services Co., Ltd.
(北京達沃啟航管理諮詢服務有限公司), a wholly-owned subsidiary
of China Reform and a company which held 2.14% equity interest
in the Company as of the Financial Year End Date
“Domestic Shares” ordinary Shares in the share capital of the Company with a
nominal value of RMB1.00 each, which are subscribed for and
paid up in Renminbi
“First Tranche of Grant” the first tranche of Initial Grant under Restricted Share Incentive
Scheme
“HK$” or “HK dollars” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Listing Rules” or the Rules Governing the Listing of Securities on The Stock
“Listing Rules” Exchange of Hong Kong Limited, as amended, supplemented or
otherwise modified from time to time
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
178 CHINA TOWER CORPORATION LIMITED ANNUAL REPORT 2021
Definitions
“Independent Third Party(ies)” an entity which is independent of and not connected to the
Company or its connected persons, and which is not a connected
person of the Company
“Initial Grant” the initial grant of the Restricted Shares under the Restricted
Share Incentive Scheme to the Scheme Participants
“Listing” listing of the H Shares on the Main Board of the Hong Kong
Stock Exchange
“Listing Date” 8 August 2018, on which our H Shares are listed and from which
dealings therein are permitted to take place on the Hong Kong
Stock Exchange
“Main Board” the stock market (excluding the option market) operated by
the Hong Kong Stock Exchange which is independent from and
operated in parallel with the Growth Enterprise Market of the
Hong Kong Stock Exchange
“Model Code” the Model Code for Securities Transactions by Directors of Listed
Issuers set out in Appendix 10 to the Listing Rules
“Proposed Annual Caps” the proposed annual caps of transactions contemplated under
the 2021-2023 Service Supply Framework Agreement with CTC
for the three years ending 31 December 2021, 2022 and 2023
“Principal Services Provided to relevant services of tower products, DAS products, transmission
the Telecom Shareholders” products and service products provided to the Telecom
Shareholders and their respective subsidiaries by the Company,
as further described in “Report of the Directors – Continuing
Connected Transactions” in this annual report
Definitions
“Restricted Share Incentive Scheme” the “China Tower Corporation Limited First Phase Restricted
Share Incentive Scheme” adopted by the Company at the 2018
AGM, pursuant to which the Company can grant H Shares to the
Scheme Participants
“Second Tranche of Grant” the second tranche of Initial Grant under Restricted Share
Incentive Scheme
“Securities and Futures Securities and Futures Ordinance (Chapter 571 of the Laws of
Ordinance” or “SFO” Hong Kong), as amended, supplemented or otherwise modified
from time to time
“Service Agreement(s)” the service agreement(s) entered into between the Company and
each of the Telecom Shareholders in April 2018, which set out the
content of the products and services provided by the Company
to the Telecom Shareholders and their subsidiaries, the customer
service standard and, where applicable, the relevant agreements
in respect of the evaluation of the maintenance quality and
other related arrangements, as further described in “Connected
Transactions” of the Prospectus
“Smart Tower business” our trans-sector site application and information business
“Southbound Trading” trading of H Shares of the Company listed on Hong Kong Stock
Exchange through the Shanghai Stock Exchange or Shenzhen
Stock Exchange
Definitions
“Telecom Group Companies” the ultimate controlling shareholders of each of the Telecom
Shareholders, namely CMCC, CUC and CTC
“Telecommunications tower service providers that engaged in the construction and operation
infrastructure service provider” of telecommunications tower infrastructure and provision of
ancillary services
In this annual report, the terms “associate”, “connected person”, “connected transaction”, “controlling
shareholder” and “substantial shareholder” have the meanings given to such terms in the Hong Kong Listing
Rules, unless the context otherwise requires.
Forward Looking Statements
The performance and the results of the operations of the Company
contained in this 2021 annual report are historical in nature, and past
performance is no guarantee of the future results of the Company. Any
forward-looking statements and opinions contained within this 2021 annual
report are based on current plans, estimates and projections, and therefore
involve risks and uncertainties. Actual results may differ materially from
expectations discussed in such forward-looking statements and opinions.
The Company, the Directors and the employees of the Company assume
(a) no obligation to correct or update the forward-looking statements or
opinions contained in the 2021 annual report; and (b) no liability in the event
that any of the forward-looking statements or opinions do not materialise or
turn out to be incorrect.
www.china-tower.com
Room 3401, 34/F China Resources Building, 26 Harbour Road, Wanchai, Hong Kong
Tel : (852) 2811 4566 Fax : (852) 2897 1266
www.china-tower.com