Nanjing Sample Technology Company Limited — Proxy Solicitation & Information Statement 2017

Nov 3, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Telecom Corporation Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

This circular is solely for the purpose of providing shareholders with certain information in connection with an extraordinary general meeting of the Company and is not an offer to sell or a solicitation of an offer to buy any securities. Any sale of the Company’s securities in the United States will be made only by means of a prospectus relating to such securities.

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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: 728)

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice dated 3 November 2017 convening the Extraordinary General Meeting of China Telecom Corporation Limited to be held at 31 Jinrong Street, Xicheng District, Beijing, PRC on 19 December 2017 at 10:00 a.m. is set out on pages 10 to 11 of this circular.

Whether or not you are able to attend the Extraordinary General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event by not later than 24 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting should you so wish.

3 November 2017

CONTENTS

	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Appendix I : Proposed amendments to the Articles of Association . . . . . . . . . . . . . . .	5
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

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DEFINITIONS

In this circular, unless the context otherwise requires, the following terms and expressions have the following meanings:

“Articles of Association”

the articles of association of the Company, as amended, modified or otherwise supplemented from time to time

“Board”

the board of Directors of the Company

• “Company”

China Telecom Corporation Limited (中國電信股份有 限公司), a joint stock limited company, listed on the Main Board of the Stock Exchange, incorporated in the PRC with limited liability on 10 September 2002 and whose principal business includes basic telecommunications businesses such as the provision of fixed telecommunications services and mobile telecommunications services, and value-added telecommunications businesses such as Internet connection services business and information service business

• “Company Law”

Company Law of the People’s Republic of China

• “Directors” the directors of the Company

• “EGM” or “Extraordinary General Meeting”

the extraordinary general meeting of the Company to be convened on 19 December 2017, the notice of which is set out in this circular, or any adjournment thereof

• “Hong Kong”

• Hong Kong Special Administrative Region of the PRC

• “Listing Rules”

• Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “PRC”

• the People’s Republic of China (excluding, for the purposes of this circular, Hong Kong, the Macau Special Administrative Region, and Taiwan)

• “Shareholders” shareholders of the Company

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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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: 728)

Executive Directors:

Yang Jie Ke Ruiwen Sun Kangmin Gao Tongqing Chen Zhongyue

Non-executive Director: Chen Shengguang

Registered office: 31 Jinrong Street Xicheng District Beijing 100033, PRC

Place of business in Hong Kong: 38th Floor Everbright Centre 108 Gloucester Road Wanchai, Hong Kong

Independent Non-executive Directors: Tse Hau Yin, Aloysius Cha May Lung, Laura Xu Erming Wang Hsuehming

3 November 2017

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolution to be proposed at the EGM and to set out the notice of EGM.

At the EGM, a special resolution will be proposed to approve the proposed amendments to the Articles of Association.

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LETTER FROM THE BOARD

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Company proposes amendments to the Articles of Association as follows:

• (I) Revise Article 3 of the Articles of Association in relation to the postal code, telephone number and facsimile number of the Company.

• (II) In order to further enhance corporate governance and satisfy business expansion needs of the Company, and taking into account the circumstances of the Company, the Company proposes to amend the Articles of Association as follows:

• (i) Addition of new Article 9 to the existing Articles of Association: In accordance with the Company Law and the Constitution of the Communist Party of China (the “Party”), the Company shall set up Party organisations. The Party organisations shall perform the core leadership and political functions. The Company shall set up Party working organs, which shall be equipped with sufficient staff to handle Party affairs and provided with sufficient funds to operate the Party organisations.

• (ii) Addition of new Article 98 to the existing Articles of Association: Prior to making decisions on material issues of the Company, the board of directors shall seek advice from the Party organisations. When the board of directors appoints senior management personnel of the Company, the Party organisations shall consider and provide comments on the candidates for management positions nominated by the board of directors or the general manager, or recommend candidates to the board of directors and/or the general manager.

Original Article 9 and subsequent existing article provisions of the Articles of Association will be renumbered accordingly.

• (III) Following the advancement of scientific technology and transformation of compliance requirements, printed seal has been gradually adopted by the listed companies when issuing share certificates, in place of the current practice of affixing the company seal manually (i.e. affixing the seal manually after printing share certificates), so as to enhance the security and efficiency when issuing share certificates and to reduce the chance of human error. Accordingly, the Company proposes to amend the existing Article 39 of the Articles of Association in relation to the provision of the seal.

• (IV) The Company Law has cancelled the requirements of publishing an announcement in a newspaper at least three (3) times in the event of reducing its registered capital, merger, division and establishment of liquidation committee of the Company. In accordance with the Company Law, the Company is only required to publish an announcement in a newspaper once when the aforesaid situation happens. Therefore, the Company correspondingly amends the provisions of “publish an announcement at least three (3) times” contained in the existing Article 28, Article 170, Article 171 and Article 176 of the Articles of Association.

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LETTER FROM THE BOARD

• (V) Amend the provisions of the existing Article 157 of the Articles of Association to the effects that where cash dividends and other amounts are to be paid in Hong Kong dollars, the applicable exchange rate shall be the average median rate for the relevant foreign currency announced by the People’s Bank of China during the calendar week prior to the declaration of payment of dividend and other amounts.

For details of the proposed amendments to the Articles of Association, please refer to Appendix I of this circular.

Recommendation

The Board considers that the proposed amendments to the Articles of Association are in the interests of the Company and its Shareholders as a whole, and recommends the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

3. EGM

A notice convening the EGM is set out on pages 10 to 11 of this circular. The relevant form of proxy and attendance slip are enclosed. Shareholders who intend to attend the EGM are required to return the attendance slip to the Company on or before 28 November 2017.

Whether or not Shareholders are able to attend the EGM, they are requested to complete and return the enclosed form of proxy to the General Affairs Office of the Company for holders of domestic shares of the Company and to Computershare Hong Kong Investor Services Limited for holders of H Shares, as soon as practicable and in any event by not later than 24 hours before the time designated for holding the EGM. The General Affairs Office of the Company is located at 31 Jinrong Street, Xicheng District, Beijing 100033, PRC. Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM should they so wish.

By Order of the Board China Telecom Corporation Limited Yang Jie

Chairman and Chief Executive Officer

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

The proposed amendments to the Articles of Association are detailed as follows:

	Article provisions before	Article provisions before		Article provisions after
Article No.	amendment			amendment
Article 3	The Company’s address:			The Company’s address:
	31 Jinrong Street			31 Jinrong Street
	Xicheng District			Xicheng District
	Beijing			Beijing
	China			China
	Postal code: 100032			Postal code: ~~100032~~ 100033
	Telephone number: 6642-8166			Telephone number: ~~6642-8166~~
	Facsimile number: 6641-5280			5850-1800
				Facsimile number: ~~6641-5280~~
				6601-0728
Article 9				In accordance with the Company
(Addition)				Law and the Constitution of the
				Communist Party of China (the
				“Party”), the Company shall set
				up Party organisations. The Party
				organisations shall perform the
				core leadership and political
				functions. The Company shall set
				up Party working organs, which
				shall be equipped with sufficient
				staff to handle Party affairs and
				provided with sufficient funds to
				operate the Party organisations.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Article provisions before	Article provisions before		Article provisions after
Article No.	amendment			amendment
Article 29	The Company must prepare a			The Company must prepare a
(Existing	balance sheet and an inventory of			balance sheet and an inventory of
Article 28)	assets when it reduces its registered			assets when it reduces its registered
	capital.			capital.
	The Company shall notify its			The Company shall notify its
	creditors within ten (10) days of the			creditors within ten (10) days of the
	date of the Company’s resolution for			date of the Company’s resolution for
	reduction of capital and shall			reduction of capital and shall
	publish an announcement in a			publish an announcement in a
	newspaper at least three (3) times			newspaper ~~at least three (3) times~~
	within thirty (30) days of the date		of	within thirty (30) days of the date of
	such resolution. A creditor has the			such resolution. A creditor has the
	right within thirty (30) days of			right within thirty (30) days of
	receipt of the notice from the			receipt of the notice from the
	Company or, in the case of a creditor			Company or, in the case of a creditor
	who does not receive such notice,			who does not receive such notice,
	within ninety (90) days	of the date		within ninety (90) days of the date
	of the first public announcement, to			of the ~~first ~~public announcement, to
	require the Company to	repay its		require the Company to repay its
	debts or to provide a corresponding			debts or to provide a corresponding
	guarantee for such debt.			guarantee for such debt.
	The Company’s registered capital			The Company’s registered capital
	may not, after the reduction in			may not, after the reduction in
	capital, be less than the	minimum		capital, be less than the minimum
	amount prescribed by law.			amount prescribed by law.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

		Article provisions before Article provisions after	Article provisions before Article provisions after	Article provisions before Article provisions after	Article provisions before Article provisions after
	Article No.	amendment	amendment
	Article 40	Share certificates of the Company Share certificates of the Company
	(Existing	shall be signed by the Chairman of shall be signed by the Chairman of
	Article 39)	the Company’s board of directors. the		Company’s board of directors.
		Where the stock exchange(s) on Where the stock exchange(s) on
		which the Company’s shares are which the Company’s shares are
		listed require other senior officer(s) listed require other senior officer(s)
		of the Company to sign on the share of the Company to sign on the share
		certificates, the share certificates certificates, the share certificates
		shall also be signed by such senior shall also be signed by			such senior
		officer(s). The	share certificates officer(s). The share certificates
		shall take effect after being shall take effect after being
		imprinted with the seal of the Company (including the securities ~~imprinted~~ affixed with the seal of the Company (including the
		seal of the Company). The share securities seal of the Company) or
		certificate shall be imprinted with having the seal printed thereon.
		the seal of the	Company or the The share certificate shall be
		securities seal	of the Company under imprinted with the seal of the
		the authorization of the board of Company or the securities seal of
		directors. The	signatures of the the	Company under the authorization
		Chairman of the board of directors of the board of directors. The
		or other senior officer(s) of the signatures of the Chairman of the
		Company may	be printed in board of directors or other senior
		mechanical form. officer(s) of the Company may be
			printed in mechanical form.
	Article 98		Prior to making decisions on
	(Addition)		**material issues of the **		Company,
			**the **	board of directors shall seek
			advice from the Party
			organisations. When the board of
			directors appoints senior
			management personnel of the
			Company, the Party organisations
			shall consider and provide
			comments on the candidates for
			management positions nominated
			by the board of directors or the
			general manager, or recommend
			candidates to the board of
			directors and/or the general
			manager.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

		Article provisions before	Article provisions before	Article provisions after	Article provisions after
Article No.		amendment		amendment
Article 159		Unless otherwise provided for in		Unless otherwise provided for in
(Existing		relevant laws and administrative		relevant laws and administrative
Article 157)		regulations, where cash dividends		regulations, where cash dividends
		and other amounts are to be paid in		and other amounts are to be paid in
		Hong Kong dollars, the applicable		Hong Kong dollars, the applicable
		exchange rate shall be the average		exchange rate shall be the average
		offer rate for the relevant foreign currency announced by the People’s		~~offer~~ median rate for the relevant foreign currency announced by the
		Bank of China during	the calendar	People’s Bank of China during the
		week prior to the declaration of		calendar week prior to the
		payment of dividend and other		declaration of payment of dividend
		amounts.		and other amounts.
Article 172		The merger of the Company may		The merger of the Company may
(Existing		take the form of either merger by		take the form of either merger by
Article 170)		absorption or merger by the		absorption or merger by the
		establishment of a new company.		establishment of a new company.
		In the event of a merger, the merging In the event of a merger, the merging
		parties shall execute a merger		parties shall execute a merger
		agreement and prepare a balance		agreement and prepare a balance
		sheet and an inventory of assets. The sheet and an inventory of assets. The
		Company shall notify	its creditors	Company shall	notify its creditors
		within ten (10) days of the date of		within ten (10)	days of the date of
		the Company’s resolution approving the Company’s			resolution approving
		the merger and shall publish a public the merger and			shall publish a public
		notice in a newspaper	at least three	notice in a newspaper ~~at least three~~
		(3) times within thirty (30) days of		~~(3) times ~~within thirty (30) days of
		the date of the Company’s resolution the date of the Company’s resolution
		approving the merger.		approving the merger.
		Upon the merger, receivables and		Upon the merger, receivables and
		indebtedness of each of the merger		indebtedness of each of the merger
		parties shall be assumed by the		parties shall be	assumed by the
		company which survives the merger		company which survives the merger
		or the newly established company.		or the newly established company.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

		Article provisions before			Article provisions after	Article provisions after
Article No.		amendment			amendment
Article 173		Where there is a division of the			Where there is a division of the
(Existing		Company, its assets shall be divided			Company, its assets shall be divided
Article 171)		up accordingly.			up accordingly.
		In the event of division of	the		In the event of division of the
		Company, the parties to such			Company, the parties to such
		division shall execute a division			division shall execute a division
		agreement and prepare a balance			agreement and prepare a balance
		sheet and an inventory of assets. The			sheet and an inventory of assets. The
		Company shall notify its creditors			Company shall notify its creditors
		within ten (10) days of the date		of	within ten (10) days of the date of
		the Company’s resolution	approving		the Company’s resolution approving
		the division and shall publish a			the division and shall publish a
		public announcement in a	newspaper		public announcement in a newspaper
		at least three (3) times within thirty			~~at least three (3) times ~~within thirty
		(30) days of the date of the			(30) days of the date of the
		Company’s resolution approving the			Company’s resolution approving the
		division.			division.
		Debts of the Company prior to			Debts of the Company prior to
		division shall be assumed	by the		division shall be assumed by the
		companies which exist after the			companies	which exist after the
		division in accordance with the			division in	accordance with the
		agreement of the parties.			agreement of the parties.
Article 178		The liquidation committee shall,			The liquidation committee shall,
(Existing		within ten (10) days of its			within ten (10) days of its
Article 176)		establishment, send notices to the			establishment, send notices to the
		Company’s creditors and shall,			Company’s creditors and shall,
		within sixty (60) days of its			within sixty (60) days of its
		establishment, publish a public			establishment, publish a public
		announcement in a newspaper at			announcement in a newspaper ~~at~~
		least three (3) times.			~~least three (3) times~~.

Remarks: Pursuant to the proposed amendments to the Articles of Association, two new article provisions are added. Subsequent existing article provisions, including article numbers quoted in the relevant article provisions, will be adjusted and renumbered accordingly.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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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: 728)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of China Telecom Corporation Limited (the “Company”) will be held at 10:00 a.m. on 19 December 2017 at 31 Jinrong Street, Xicheng District, Beijing, PRC for the purpose of considering and, if thought fit, passing the following resolution:

SPECIAL RESOLUTION

1. THAT the amendments to the Articles of Association of the Company be considered and approved; THAT any Director of the Company be and is hereby authorised to undertake actions in his opinion as necessary or appropriate, so as to complete the approval and/or registration or filing of the amendments to the Articles of Association.

By Order of the Board China Telecom Corporation Limited Ke Ruiwen Wong Yuk Har Joint Company Secretaries

Beijing, China, 3 November 2017

Notes:

• (1) Details of the resolution stated above are set out in the circular dated 3 November 2017 of the Company. In relation to the special resolution stated above, the Chinese version of the relevant proposed resolution shall prevail over its English version as the Articles of Association of the Company are written in Chinese and its English version is an unofficial translation for reference only.

• (2) The H Share Register of Members of the Company will be closed, for the purpose of determining shareholders’ entitlement to attend the extraordinary general meeting, from 18 November 2017 to 19 December 2017 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the extraordinary general meeting, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 17 November 2017. Holders of H Shares who are registered with Computershare Hong Kong Investor Services Limited on 19 December 2017 are entitled to attend the extraordinary general meeting.

• (3) 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 read through the circular dated 3 November 2017.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (4) 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 General Affairs Office of the Company (for holders of domestic shares) and 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. The General Affairs Office of the Company is located at 31 Jinrong Street, Xicheng District, Beijing 100033, PRC (Telephone: (8610) 5850 1508). Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. 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.

• (5) Shareholders intending to attend the extraordinary general meeting shall return the attendance slip via hand delivery, mail or fax to the General Affairs Office of the Company (for holders of domestic shares) and to the Computershare Hong Kong Investor Services Limited (for holders of H Shares) on or before 28 November 2017.

• (6) Shareholders attending the extraordinary general meeting in person or by proxy shall present their proof of identity. If the attending shareholder is a corporation, its legal representative or person authorised by the board of directors or other decision making authority shall present a copy of the relevant resolution of the board of directors or other decision making authority in order to attend the extraordinary general meeting.

• (7) The resolution proposed at the extraordinary general meeting will be voted by poll.

• (8) 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.

• (9) The English translation of this Notice is for reference only, and in case of any inconsistency, the Chinese version shall prevail.

As at the date of this announcement, the Board of Directors of the Company consists of Mr. Yang Jie (as the chairman and chief executive officer), Mr. Ke Ruiwen, Mr. Sun Kangmin, Mr. Gao Tongqing and Mr. Chen Zhongyue (all as the executive vice presidents); Mr. Chen Shengguang (as the non-executive director); Mr. Tse Hau Yin, Aloysius, Madam Cha May Lung, Laura, Mr. Xu Erming and Madam Wang Hsuehming (all as the independent non-executive directors).

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