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Nanjing Sample Technology Company Limited Proxy Solicitation & Information Statement 2022

Dec 19, 2022

50106_rns_2022-12-19_458670fc-3e9f-409e-9262-a6e1a4776484.pdf

Proxy Solicitation & Information Statement

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

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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)

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

References are made to the circular (the ‘‘Original Circular’’) and the notice of the extraordinary general meeting (the ‘‘Original Notice of EGM’’) of China Telecom Corporation Limited (the ‘‘Company’’) dated 13 December 2022, which set out the time and venue of the extraordinary general meeting of the Company initially scheduled to be held on 30 December 2022 (the ‘‘EGM’’) and the resolutions to be considered and approved by the shareholders of the Company (the ‘‘Shareholders’’) at the EGM.

The Board agreed to propose the resolution on entering into agreements in relation to affiliated transactions with China Tower Corporation Limited and the expected 2023 annual caps in respect of such affiliated transactions for consideration at the EGM and to postpone the EGM to 10:00 a.m. on Friday, 6 January 2023.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be postponed 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 purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

  1. To consider and approve the resolution in relation to Directors’ remuneration proposal.

  2. To consider and approve the resolution in relation to entering into agreements in relation to affiliated transactions with China Tower Corporation Limited and the expected 2023 annual caps in respect of such affiliated transactions.

ORDINARY RESOLUTIONS (CUMULATIVE VOTING)

  1. To consider and approve the resolutions in relation to the election of Directors (excluding the Independent Directors):

    • 3.01. THAT the election of Mr. Xia Bing as a Director of the Company be and is hereby considered and approved.

    • 3.02. THAT the election of Mr. Li Yinghui as a Director of the Company be and is hereby considered and approved.

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  1. To consider and approve the resolutions in relation to the election of Independent Directors:

    • 4.01. THAT the election of Mr. Ng, Kar Ling Johnny as an Independent Director of the Company be and is hereby considered and approved.

    • 4.02. THAT the election of Mr. Chen Dongqi as an Independent Director of the Company be and is hereby considered and approved.

By Order of the Board China Telecom Corporation Limited Wong Yuk Har Company Secretary

Beijing, PRC, 19 December 2022

Notes:

  1. Details of the resolutions stated above are set out in the Original Circular and the supplemental circular of the Company dated 19 December 2022 (the ‘‘Supplemental Circular’’).

  2. The H Share Register of Members of the Company was initially scheduled to be closed from Friday, 23 December 2022 to Friday, 30 December 2022 (both days inclusive), during which period no transfer of H Shares would be registered. In light of the postponement of the EGM, the H Share Register of Members of the Company will be closed, for the purpose of determining H Shareholders’ entitlement to attend the EGM, from Friday, 23 December 2022 to Friday, 6 January 2023 (both days inclusive), during which period no transfer of H Shares will be registered. In order for holders of H Shares to attend the EGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with Computershare Hong Kong Investor Services Limited, the Company’s H share registrar at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4: 30 p.m. on Thursday, 22 December 2022. Holders of H Shares who are registered with Computershare Hong Kong Investor Services Limited on Friday, 6 January 2023 are entitled to attend the EGM.

  3. Each Shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his/ her behalf at the EGM. A proxy need not be a Shareholder. Each Shareholder who wishes to appoint one or more proxies should read through the Original Circular and the Supplemental Circular.

  4. To be valid, the revised form of proxy (the ‘‘Revised Form of Proxy’’) issued by the Company together with the Supplemental Circular and the supplemental notice of the EGM (the ‘‘Supplemental Notice of EGM’’) dated 19 December 2022, 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 Computershare Hong Kong Investor Services Limited, the Company’s H share registrar (for holders of H Shares) not less than 24 hours before the designated time for the holding of the EGM or any adjournment thereof. 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 Revised Form of Proxy will not preclude a Shareholder from attending in person and voting at the EGM if he/she so wishes.

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  1. 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 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.

  2. Shareholders attending the EGM 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 decisionmaking authority shall present a copy of the relevant resolution of the board of directors or other decision-making authority in order to attend the EGM.

  3. All resolutions proposed at the EGM will be voted by poll.

  4. Cumulative voting system shall be adopted for resolutions numbered 3.01, 3.02, 4.01 and 4.02. The ‘‘cumulative voting system’’ means that each share held by Shareholders shall carry voting rights equal to the number of Directors or Independent Directors to be elected, and the Shareholders may exercise such voting rights collectively or disperse the votes among several candidates.

  5. Shareholders (in person or by proxy) attending the EGM shall be responsible for their own transport and accommodation expenses.

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

  7. 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. Ke Ruiwen (as the Chairman and Chief Executive Officer); Mr. Shao Guanglu (as the President and Chief Operating Officer); Mr. Liu Guiqing and Mr. Tang Ke (both as the Executive Vice Presidents); Mr. Chen Shengguang (as the Non-Executive Director); Mr. Tse Hau Yin, Aloysius, Mr. Xu Erming, Madam Wang Hsuehming and Mr. Yeung Chi Wai, Jason (all as the Independent Non-Executive Directors).

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