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Nanjing Sample Technology Company Limited Proxy Solicitation & Information Statement 2005

Sep 1, 2005

50106_rns_2005-09-01_d6b7b282-660c-4e7c-9cdd-7e8185edbe04.pdf

Proxy Solicitation & Information Statement

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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 18, 2005

I/We[(Note][1)] 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

registered holder(s) of

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 100032, PRC on October 18, 2005 at 10: 00 a.m. 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) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below.[(Note][4)]

SPECIAL RESOLUTIONS SPECIAL RESOLUTIONS SPECIAL RESOLUTIONS FOR(Note 4) AGAINST(Note 4)
1THAT the proposal to issue short term commercial paper of the Company, pursuant to which theCompany may, before the date on which the annual general meeting of the Company for the yearending December 31, 2005 is held, issue short term commercial paper, in one or more tranches,and with a maximum outstanding repayment amount of RMB30 billion (the ‘‘Proposal’’), and thefirst tranche of issue of short term commercial paper under the Proposal, which is expected to beno more than RMB10 billion, be and are hereby approved, confirmed and ratified.
2THAT the board of directors of the Company (the ‘‘Board’’), or any two or more directors of theCompany (the ‘‘Directors’’) duly authorized by the Board, be and are hereby generally andunconditionally authorized to:(a)determine the specific terms, conditions and other matters of the Proposal (including, butnot limited to, the determination of the actual aggregate amount, interest rate, rating,guarantee arrangements and use of proceeds of the Proposal);(b)do all such acts which are necessary and incidental to the Proposal (including, but notlimited to, the securing of approvals, the determination of underwriting arrangements, andthe preparation of relevant application documents); and(c)take all such steps which are necessary for the purposes of executing the Proposal(including, but not limited to, the execution of all requisite documentation and thedisclosure of relevant information in accordance with applicable laws),taking into consideration the specific needs of the Company and other market conditions, andTHAT, to the extent that any of the aforementioned acts and steps have already been undertakenby the Board or the Directors in connection with the Proposal, such acts and steps be and arehereby approved, confirmed and ratified.
Dated this day of 2005Signed(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).

  2. 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.

  3. 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.

  4. This form of proxy must be signed by you or your attorney duly authorised 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 authorised to sign the same.

  5. 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).

  6. 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 (for holders of domestic shares) at the Office of the Board of Directors of the Company, 31 Jinrong Street, Xicheng District, Beijing, PRC or (for holders of H shares) the Company’s share registrar, Computershare Hong Kong Investor Services Limited, 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding the Meeting or any adjournment thereof (as the case may be).

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

  8. 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.