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Nanjing Sample Technology Company Limited — Proxy Solicitation & Information Statement 2006
Sep 8, 2006
50106_rns_2006-09-08_68ffd4fe-8b10-4ebb-951c-2aee01810403.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)
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of China Telecom Corporation Limited (the “Company”) will be held at 10:00 a.m. on 25 October 2006 at No. 31, Jinrong Street, Xicheng District, Beijing, PRC to consider and, if thought fit, pass the following businesses:
ORDINARY RESOLUTIONS
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THAT the Engineering Framework Agreements as described in the circular of the Company dated 8 September 2006 (the “Circular”) and the transactions contemplated thereunder, be and are hereby generally and unconditionally approved, ratified and confirmed and that any Director of the Company be and is hereby authorised to do all such further acts and things and execute such further documents and take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such agreements.
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THAT the Interconnection Agreement as described in the Circular and the transactions contemplated thereunder be and are hereby generally and unconditionally approved, ratified and confirmed and that any Director of the Company be and is hereby authorised to do all such further acts and things and execute such further documents and take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such agreement.
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THAT the proposed Annual Caps for the Engineering Framework Agreements for the years ending 31 December 2007 and 31 December 2008 as described in the Circular be and are hereby approved, ratified and confirmed.
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THAT the proposed no Annual Cap for the Interconnection Agreement for the years ending 31 December 2007 and 31 December 2008 as described in the Circular be and is hereby approved, ratified and confirmed.
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THAT the Strategic Agreement as described in the Circular and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed and that any Director of the Company be and is hereby authorised to do all such further acts and things and execute such further documents and take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such agreement.
By Order of the Board Li Ping Yung Shun Loy, Jacky Joint Company Secretaries
Beijing, PRC 8 September 2006
Notes:
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(1) Buyers who submit the share transfer application forms to the Company’s share registrar before 4:00 p.m. on 25 September 2006 and then register as shareholders on the register of members of the Company are entitled to attend the extraordinary general meeting.
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(2) Each shareholder entitled to attend and vote at the extraordinary general meeting may appoint one or more proxies to attend and vote on his behalf at the extraordinary general meeting. A proxy need not be a shareholder. Each shareholder who wishes to appoint one or more proxies should first review the shareholders circular of the Company, which is expected to be despatched to shareholders around 8 September 2006.
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- (3) To be valid, the form of proxy together with the power of attorney or other authorisation document (if any) signed by the authorised person or notarially certified power of attorney must be delivered to the Office of the Board of the Company for holders of domestic shares or to the Computershare Hong Kong Investor Services Limited for holders of H shares not less than 24 hours before the designated time for the holding of the extraordinary general meeting. Completion and return of a form of proxy will not preclude a shareholder from attending in person and voting at the extraordinary general meeting if he so wishes.
The address of the share registrar for the Company’s H shares is as follows:
Computershare Hong Kong Investor Services Limited 46th Floor, Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong
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(4) A proxy of a shareholder may vote by hand or vote on a poll, but a proxy of a shareholder who has appointed more than one proxy may only vote on a poll.
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(5) The registration procedure for attending the extraordinary general meeting:
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(a) shareholders attending the extraordinary general meeting in person or by proxy shall present their identity certification. If the attending shareholder is a corporation, its legal representative or person authorised by the board or other decision making authority shall present a copy of the relevant resolution of the board or other decision making authority in order to attend the extraordinary general meeting.
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(b) shareholders intending to attend the extraordinary general meeting shall return the attendance slip via hand delivery, mail or fax to the Office of the Board of the Company on or before 4 October 2006.
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(6) Closure of the register of members:
The register of members of the Company will be closed from 26 September 2006 to 25 October 2006 (both days inclusive).
- (7) The extraordinary general meeting is expected to last for half a day and shareholders (in person or by proxy) attending the extraordinary general meeting shall be responsible for their own transport and accommodation expenses.
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- (8) The address of the Office of the Board is as follows:
31 Jinrong Street Xicheng District, Beijing 100032 PRC
Contact person: Li Ping Yung Shun Loy, Jacky Telephone: (8610) 6642 8166 Facsimile: (8610) 6601 0728
- (9) As of the date of this announcement, the Board consists of Mr. Wang Xiaochu as the chairman and chief executive officer, Mr. Leng Rongquan as the president and chief operating officer, Ms. Wu Andi as the executive vice president and chief financial officer, Mr. Zhang Jiping as the executive vice president, Ms. Huang Wenlin as the executive vice president, Mr. Li Ping as the executive vice president and joint company secretary, Mr. Yang Jie as the executive vice president, Mr. Sun Kangmin as the executive vice president, Mr. Li Jinming as the non-executive director, and Mr. Zhang Youcai, Mr. Vincent Lo Hong Sui, Mr. Shi Wanpeng, Mr. Xu Erming and Mr. Tse Hau Yin, Aloysius as the independent non-executive directors.
“Please also refer to the published version of this announcement in South China Morning Post.”
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