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Nanjing Sample Technology Company Limited — Proxy Solicitation & Information Statement 2006
Sep 8, 2006
50106_rns_2006-09-08_5b54a9ed-3f5e-4da1-a240-558028b36698.pdf
Proxy Solicitation & Information Statement
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CHINA TELECOM
China Telecom Corporation Limited 中國電信股份有限公司
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock code: 0728)
Form of proxy for the Extraordinary General Meeting to be held on 25 October 2006
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
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 10:00 am on 25 October 2006 at No. 31, Jinrong Street, Xicheng District, Beijing, PRC 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 )]
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----- Start of picture text ----- ORDINARY RESOLUTIONS FOR [(note 4)] AGAINST [(note 4)]1. THAT the Engineering Framework Agreements as described in the circular of theCompany dated 8 September 2006 (the “Circular”) and the transactions contemplatedthereunder, be and are hereby generally and unconditionally approved, ratified andconfirmed and that any Director of the Company be and is hereby authorised to doall such further acts and things and execute such further documents and take all suchsteps which in their opinion may be necessary, desirable or expedient to implementand/or give effect to the terms of such agreements.2. THAT the Interconnection Agreement as described in the Circular and the transactionscontemplated thereunder be and are hereby generally and unconditionally approved,ratified and confirmed and that any Director of the Company be and is herebyauthorised to do all such further acts and things and execute such further documentsand take all such steps which in their opinion may be necessary, desirable or expedientto implement and/or give effect to the terms of such agreement.3. THAT the proposed Annual Caps for the Engineering Framework Agreements for theyears ending 31 December 2007 and 31 December 2008 as described in the Circular beand are hereby approved, ratified and confirmed.4. THAT the proposed no Annual Cap for the Interconnection Agreement for the yearsending 31 December 2007 and 31 December 2008 as described in the Circular be andare hereby approved, ratified and confirmed.5. THAT the Strategic Agreement as described in the Circular and the transactionscontemplated thereunder be and are hereby approved, ratified and confirmed andthat any Director of the Company be and is hereby authorised to do all such furtheracts and things and execute such further documents and take all such steps which intheir opinion may be necessary, desirable or expedient to implement and/or giveeffect to the terms of such agreement.Dated this day of 2006 Signed [(Note 5)]----- End of picture text -----
Notes:
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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).
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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.
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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.
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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.
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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).
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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, 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.
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The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
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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.