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China Communications Services Corporation Limited — Proxy Solicitation & Information Statement 2011
Apr 1, 2011
49291_rns_2011-04-01_061c3711-83a8-4315-b5fb-66083a3086a1.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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China Communications Services Corporation Limited 中國通信服務股份有限公司
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 552)
NOTICE OF THE H SHAREHOLDERS CLASS MEETING
NOTICE IS HEREBY GIVEN that the H shareholders class meeting of China Communications Services Corporation Limited (the “Company”) will be held immediately after the EGM on 17 May 2011 (the “H Shareholders Class Meeting”) at No. 19 Chaoyangmen Beidajie, Dongcheng District, Beijing, the People’s Republic of China to consider and, if thought fit, to pass the following resolutions. Unless otherwise indicated, the capitalized terms used in this notice shall have the same meaning as those in the circular of the Company regarding the H Shareholders Class Meeting dated 1 April 2011 (the “Circular”).
As Special Resolutions:
To consider and approve, subject to the fulfilment of the conditions in respect of the Rights Issue as set out in the Circular, the proposed Rights Issue of Domestic Shares and H Shares, on the following terms:
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Class and par value of the Shares to be issued will be the Domestic Shares and the H Shares of RMB1.00 each;
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Proportion and number of the Shares to be issued will be up to four (4) Shares for every ten (10) existing Shares in issue as at the record date for the Rights Issue to be determined by the Board;
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Subscription price for the Rights Issue shall be determined by the Board in consultation with the underwriters based on a discount to market trading prices having regard to the prevailing market conditions at the time, including but not limited to, the trading prices of the H Shares on the secondary markets. Under applicable PRC laws and regulations, the Domestic Rights Shares and H Rights
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Shares shall be issued at not less than RMB2.53, being the latest audited net asset value per Share as stated in the audited consolidated financial statements of the Company as at 31 December 2010 prepared under PRC GAAP (on the basis of the total number of Shares in issue as at 31 December 2010). The subscription prices for the Domestic Rights Issue and the H Share Rights Issue shall be the same based on applicable exchange rate;
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Target subscriber will be all the existing Shareholders (but excluding the Excluded Shareholders) whose names appear on the registers of members of the Company on the Record Date;
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Qualified H Shareholders may apply, by way of excess application, for any unsold entitlements of the Excluded Shareholders and for any H Rights Shares provisionally allotted to the Qualified H Shareholders but not accepted. Qualified Domestic Shareholders may apply for any Domestic Rights Shares provisionally allotted to the Qualified Domestic Shareholders but not accepted;
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All the proceeds raised from the Rights Issue, after deduction of all the relevant expenses, shall be mainly used for the following purposes: (i) up to RMB2 billion to be used in the Group’s overseas expansion as well as the continuing development of non-telecommunications operator businesses in our domestic markets, including the initial deployment of capital and ongoing financial resources required for our projects, such as the purchase of equipment; (ii) up to RMB1.5 billion for potential acquisition of strategic assets and joint venture opportunities; (iii) up to RMB1.5 billion for the Group’s operations center and investment in research and development and related infrastructure; and (iv) up to RMB1 billion for general corporate purposes;
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The Board shall be authorized to deal with all the matters in relation to the Rights Issue including without limitation (a) to deal with the relevant regulatory departments, organizations, stock exchanges etc. within and outside the PRC in relation to the Rights Issue in respect of examination, registration, filing, approval and consent procedures; (b) to formulate and implement the final proposal of the Rights Issue, including but not limited to, the timetable of the issue, proportion and number of the Rights Shares, the subscription price for the Rights Shares, size of the fund raising, the subscription procedures and such other matters relating to this Rights Issue; to make corresponding adjustments to the proposal of the Rights Issue having regard to the actual situation, market conditions, policy adjustments and opinions of the regulatory authorities; to determine the timetable of the Rights Issue according to the approvals by the CSRC, the SASAC and the Hong Kong Stock Exchange and the market conditions; (c) to execute, amend, supplement, submit and implement all the agreements, contracts and other documents relating to the Rights Issue, including but not limited to underwriting agreements, announcements and circulars in relation to the Rights Issue; (d) upon completion of this Rights Issue, to complete the formalities regarding the listing of the H Rights Shares on the Hong
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Kong Stock Exchange; (e) upon completion of this Rights Issue, to amend the relevant provisions of the articles of association of the Company in accordance with the actual condition, and to complete registration at the administrative authority for industry and commerce and other relevant matters and (f) subject to the relevant laws and regulations, to complete other matters which it deems necessary, appropriate or proper for the Rights Issue. The Board shall also be authorized to, subject to relevant laws and regulations, delegate such powers to any two of the three Directors, namely Mr. Li Ping, Mr. Zheng Qibao and Ms. Hou Rui, to jointly deal with all the matters in relation to the Rights Issue; and
- The above special resolutions shall be valid for 12 months from the date of the approval by the Shareholders.
By order of the Board China Communications Services Corporation Limited Li Ping Chairman
Beijing, the PRC
1 April 2011
Notes:
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Shareholders who submit the share transfer application forms to the Company’s H share registrar before 4:30 p.m. on 15 April 2011 and then register as H shareholders on the register of members of the Company are entitled to attend the H Shareholders Class Meeting.
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Each H shareholder entitled to attend and vote at the H Shareholders Class Meeting may appoint one or more proxies to attend and vote on his behalf at the H Shareholders Class Meeting. A proxy need not be an H shareholder. Each H shareholder who wishes to appoint one or more proxies should first review the Circular.
To be valid, the form of proxy together with the power of attorney or other authorization document (if any) signed by the authorized person or notarially certified power of attorney must be delivered to Computershare Hong Kong Investor Services Limited not less than 24 hours before the designated time for holding the H Shareholders Class Meeting. Completion and return of a form of proxy will not preclude an H shareholder from attending in person and voting at the H Shareholders Class Meeting if he so wishes.
The address of the H share registrar of the Company is as follows:
Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong
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The registration procedure for attending the H Shareholders Class Meeting:
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(a) shareholders attending the H Shareholders Class Meeting in person or by proxy shall present their identity certification. If the attending shareholder is a corporation, its legal representative or person authorized by its board or other decision making authority shall present a copy of the relevant resolution of its board or other decision making authority in order to attend the H Shareholders Class Meeting.
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(b) shareholders intending to attend the H Shareholders Class Meeting shall return the attendance slip via hand delivery, mail or fax to the Office of the Board of the Company on or before 27 April 2011.
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- Closure of the register of members:
The register of members of the Company will be closed from 17 April 2011 to 17 May 2011 (both days inclusive).
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The H Shareholders Class Meeting is expected to last for half a day and H shareholders (in person or by proxy) attending the H Shareholders Class Meeting shall be responsible for their own transport and accommodation expenses.
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The address of the Office of the Board of the Company is as follows:
No. 19, Chaoyangmen Beidajie Dongcheng District, Beijing 100010, PRC Contact person: Chung Wai Cheung, Terence Telephone: (8610) 5850 2290 Facsimile: (8610) 5850 1534
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All proposed resolutions in this notice shall be voted by poll.
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As at the date of this notice, our executive directors are Mr. Li Ping (Chairman), Mr. Zheng Qibao (President), Mr. Yuan Jianxing (Executive Vice President) and Ms. Hou Rui (Executive Vice President and Chief Financial Officer), our non-executive directors are Mr. Liu Aili and Mr. Zhang Junan, and our independent non-executive directors are Mr. Wang Jun, Mr. Chan Mo Po, Paul, Mr. Zhao Chunjun, Mr. Wu Shangzhi and Mr. Hao Weimin.
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