Nanjing Sample Technology Company Limited — Proxy Solicitation & Information Statement 2022

Dec 19, 2022

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China Telecom Corporation Limited 中 国 电 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)

Revised form of proxy for the Extraordinary General Meeting to be held on 6 January 2023 (for holders of H shares)

I/We[(Note][1)] of being the registered holder(s) of H 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) (the ‘‘EGM’’ or ‘‘Meeting’’) of the said Company to be held at 10: 00 a.m. on 6 January 2023 at China Telecom Museum, No.42 Xueyuan Road, Haidian District, Beijing, PRC for the purposes of considering and, if thought fit, passing the Resolutions as set out in the Supplemental Notice of Extraordinary General Meeting dated 19 December 2022 (the ‘‘Supplemental Notice of EGM’’) 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.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)	ABSTAIN (Note 4)	ABSTAIN (Note 4)
	1.	To consider and approve the resolution in relationto Directors’ remuneration proposal.
	2.	To consider and approve the resolution in relation
		to entering into agreements in relation to affiliatedtransactions with China Tower Corporation Limitedand the expected 2023 annual caps in respect ofsuch affiliated transactions.
		ORDINARY RESOLUTIONS	CUMULATIVE Please fill in the n		VOTING(Note 5)umber of votes
	3.	To consider and approve the resolutions in relationtotheelectionofDirectors(excludingtheIndependent Directors):
		3.01. THAT the election of Mr. Xia Bing as aDirector of the Company be and is herebyconsidered and approved.
		3.02. THAT the election of Mr. Li Yinghui as aDirector of the Company be and is herebyconsidered and approved.
	4.	To consider and approve the resolutions in relationto the election of Independent Directors:
		4.01. THAT the election of Mr. Ng, Kar LingJohnny as an Independent Director of theCompany be and is hereby considered andapproved.
		4.02. THAT the election of Mr. Chen Dongqi asan Independent Director of the Company beand is hereby considered and approved.

Signed[(Note][7)]

Dated this

day of

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 revised form of proxy (the ‘‘Revised 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 REVISED FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IN RESPECT OF RESOLUTIONS NUMBERED 1 AND 2, IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘AGAINST’’. IF YOU WISH TO ABSTAIN FROM VOTING, TICK THE APPROPRIATE BOX MARKED ‘‘ABSTAIN’’. 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 Supplemental Notice of EGM.

5. In respect of resolutions numbered 3.01, 3.02, 4.01 and 4.02, the Company shall adopt cumulative voting system for voting and counting voting results. The ‘‘cumulative voting system’’ means that each share held by Shareholders shall carry voting rights equal to the number of candidates to be elected, and the Shareholders may exercise such voting rights collectively or disperse the votes among several candidates. In terms of ‘‘cumulative voting system’’, please fill in your votes in accordance with the following instructions:

   • (1) In respect of resolutions numbered 3.01 and 3.02, each share held by you shall carry voting rights equal to the number of Directors (excluding Independent Directors) to be elected, i.e. 2. In respect of resolutions numbered 4.01 and 4.02, each share held by you shall carry voting rights equal to the number of Independent Directors to be elected, i.e. 2. For example, if you hold 1 million shares of the Company, and the total number of Directors (excluding Independent Directors) to be elected is 2 while the total number of Independent Directors to be elected is 2, the total number of votes under resolutions numbered 3.01 and 3.02 will be 2 million (i.e. 1 million votes × 2 = 2 million votes) and the total number of votes under resolutions numbered 4.01 and 4.02 will be 2 million (i.e. 1 million votes × 2 = 2 million votes).

   • (2) The total number of votes cast by you should be limited to the votes represented by each share held by you equivalent to the number of candidates to be elected. You may give all your votes to one particular candidate, or certain number of votes to certain candidates. Please fill in the number of votes to each candidate.

   • (3) After you cast all the votes represented by each share carrying the votes equivalent to the number of candidates to be elected on certain candidates, you shall not have voting rights on other candidates.

   • (4) Please note that where the number of votes exercised for several candidates collectively is greater than the total number of votes represented by all shares held by you, such voting shall be deemed as invalid, and you shall be regarded as abstaining from voting. Where the number of votes exercised for one or several candidates collectively is less than the total number of votes represented by all shares held by you, such voting shall be valid, and you shall be deemed to abstain from voting as for the difference in voting rights not exercised.

6. The full descriptions of the ordinary resolutions proposed to be considered and approved at the EGM are set out in the original notice of EGM and the original circular dated 13 December 2022 and the Supplemental Notice of EGM and the supplemental circular dated 19 December 2022, which are also available at the Company’s website www.chinatelecom-h.com.

7. This Revised Form of Proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal entity or other organisation, must be either executed under seal by such legal entity or organisation or under the hand of a legal representative, a director or other person duly authorised to sign the same.

8. In the case of joint holders of any shares, the one whose name stands first in the register of members shall alone be entitled to attend and vote at the EGM in respect of such shares.

9. To be valid, this Revised 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 Company’s H share registrar, Computershare Hong Kong Investor Services Limited at 17M 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).

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

11. Completion and delivery of the Revised 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.

12. Any Shareholder who has not yet lodged the form of proxy (the ‘‘Original Form of Proxy’’) issued by the Company along with the original circular and the original notice of EGM dated 13 December 2022 is requested to lodge only the Revised Form of Proxy if he or she intends to appoint a proxy to attend the EGM on his or her behalf, and there is no need to lodge the Original Form of Proxy. Any Shareholder who has already lodged the Original Form of Proxy should note that:

• (i) if the Revised Form of Proxy is lodged not later than 24 hours before the time designated for holding the EGM or any adjournment thereof (the ‘‘Closing Time’’), the Revised Form of Proxy will revoke and supersede the Original Form of Proxy previously lodged by the Shareholder. The Revised Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder, if duly completed; and

• (ii) if no Revised Form of Proxy is lodged before the Closing Time, the Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder, if duly completed. The proxy so appointed pursuant to the Original Form of Proxy will be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM, including the new ordinary resolution, i.e. resolution numbered 2 as set out in the Supplemental Notice of EGM.

1. In light of the continuing risks posed by the COVID-19 epidemic, the Company recommends shareholders appoint the Chairman of the Meeting as their proxy to vote according to their indicated voting instructions in lieu of attending the EGM in person.