Nanjing Sample Technology Company Limited — Proxy Solicitation & Information Statement 2004

Sep 14, 2004

==> picture [88 x 45] intentionally omitted <==

CHINA TELECOM CORPORATION LIMITED

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

Form of proxy for the Extraordinary General Meeting to be held on October 20, 2004

I/We[(Note1)] of being the registered holder(s) of H/domestic shares[(Note][2)] of RMB1.00 each in the share capital of the above-named Company HEREBY APPOINT THE CHAIRMAN OF THE MEETING[(Note][3)] or of as my/our proxy to attend and act for me/us at the Extraordinary General Meeting (and any adjournment thereof) of the said Company to be held at 31 Jinrong Street, Xicheng District, Beijing, PRC at 10: 00 a.m. on October 20, 2004 for the purposes of considering and, if thought fit, passing the resolutions as set out in the Notice of Extraordinary General Meeting and at such Meeting (and at any adjournment thereof) (the ‘‘Resolutions’’) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below.[(Note][4)]

ORDINARY RESOLUTION	ORDINARY RESOLUTION	ORDINARY RESOLUTION	FOR(Note 4)		AGAINST(Note 4)
1. To appoint Mr. Yang Jie and Mr. Sun Kangmin as executive directors of the Company.
SPECIAL RESOLUTION
2. To amend the Company’s Articles of Association (the ‘‘Articles’’) (a) To amend Article 6 of the Articles as follows: ‘‘The Company’s Articles of Association (the ‘‘Articles of Association’’ or ‘‘these Articles of Association’’) are enacted in accordance with the provisions of the Company Law, the Special Regulations and the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (the ‘‘Mandatory Provisions’’) and other PRC laws and administrative regulations.’’ (b) To amend Article 20 of the Articles to reflect that the Company issued 80,932,368,321 ordinary shares, representing 84.41% of the entire issued share capital. (c) To amend the Article 21 of the Articles to reflect the increase in ordinary shares issued by the Company after its incorporation to 12,615,097,518 ordinary shares; and the change in share capital structure due to the conversion of H Shares by holders of State- owned shares reducing their shareholdings of the State-owned shares, and the increase in the number of H Shares issued by the Company. (d) To amend Article 24 of the Articles to reflect the increase in the registered capital of the Company to RMB80,932,368,321. (e) To amend Article 94 of the Articles to reflect that the board of directors shall consist of fifteen (15) directors, of which three (3) shall be independent (non-executive) directors. (f) To amend the second paragraph of Article 133 of the Articles to require a director or his associate having a material interest in any matter shall not vote for such matter. To authorize the directors of the Company to take all actions which in their opinion are necessary or desirable to complete the procedures for the approval and/or registration or filing of the aforementioned amendment of the Articles.
Dated thi	s day o	f 2004	Signed(Note 5)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out the words ‘‘THE CHAIRMAN OF THE MEETING’’ and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ‘‘AGAINST’’. Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice of Extraordinary General Meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized to sign the same.

6. In the case of joint holders of any share, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, personally or by proxy, the vote of the joint holder whose name stands first in the Register of Members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).

7. To be valid, this form of proxy together with the power of attorney (if any) or other authority under which it is signed (if any) or a notarially certified copy thereof, must be deposited at the Office of the Board of Directors of the Company, 31 Jinrong Street, Xicheng District, Beijing, 100032, PRC or the Company’s share registrar (as the case may be) not less than 24 hours before the time for holding the Meeting or any adjournment thereof (as the case may be). Domestic shareholders shall deposit the relevant documents with the Office of the Board of Directors of the Company and H shareholders shall deposit the relevant documents to the Company’s share registrar, Computershare Hong Kong Investor Services Limited, 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.