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Nanjing Sample Technology Company Limited — Proxy Solicitation & Information Statement 2025
Apr 28, 2025
50106_rns_2025-04-28_c3c2bcc0-4056-4b43-9cac-976f4711a129.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.

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)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of China Telecom Corporation Limited (the "Company") for the year 2024 (the "Annual General Meeting" or "AGM") will be held at 10:00 a.m. on Wednesday, 21 May 2025 at JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions:
ORDINARY RESOLUTIONS
- THAT the financial reports of the Company for the year of 2024 audited by KPMG and KPMG Huazhen LLP be considered and approved.
- THAT the Annual Reports for the year of 2024 be considered and approved.
- THAT the report of the Board for the year of 2024 be considered and approved.
- THAT the report of the Supervisory Committee for the year of 2024 be considered and approved.
- THAT the profit distribution and dividend declaration plan of the Company for the year of 2024 be considered and approved.
- THAT the authorisation to the Board to decide on the interim profit distribution plan of the Company for year 2025 be considered and approved.
- THAT the resolution on continuing to perform agreements in relation to affiliated transactions with China Tower be considered and approved.
- THAT the re-appointment of external auditors of the Company for the year ending 31 December 2025 and the authorisation to the Board to fix the remuneration of the auditors be considered and approved.
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THAT the purchase of liabilities insurance for the Company and its Directors, Supervisors and senior management be considered and approved.
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THAT the election of Mr. Lyu Yongzhong as the Non-Executive Director of the Company be considered and approved.
SPECIAL RESOLUTION
- THAT the granting of a general mandate to the Board to repurchase shares be considered and approved:
(1) subject to paragraph (2) below, the exercise by the Board during the Relevant Period (as defined below) of all the powers of the Company to repurchase A Shares and/or H Shares be and is hereby generally and unconditionally approved;
(2) subject to obtaining the approval in paragraph (1) above, the aggregate number of A Shares and/or H Shares which may be repurchased in the Relevant Period pursuant to the general mandate to repurchase A Shares and/or H Shares shall not exceed 10% of the number of issued A Shares and/or 10% of the number of issued H Shares (excluding any Treasury Shares) calculated on the basis of the issued A Shares and/or H Shares at the time when this resolution is considered and approved at the AGM, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting;
(3) for the purpose of this resolution, "Relevant Period" means the period from the date of approval of this resolution by way of special resolution at the AGM, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting until the earlier of:
(a) the conclusion of the annual general meeting of the Company for the year 2025; or
(b) the revocation or variation of the authority given under this resolution by special resolution of the shareholders of the Company in a general meeting, a class meeting of A Shares or a class meeting of H Shares.
and to consider and approve other businesses (if any).
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Shareholders will be presented with the 2024 Independent Non-Executive Directors' work report at the AGM (such report, which is available on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.chinatelecom-h.com), is not subject to Shareholders' resolution).
By Order of the Board
China Telecom Corporation Limited
Wong Yuk Har
Company Secretary
Beijing, China, 28 April 2025
Notes:
(1) Details of the resolutions stated above are set out in the Annual Reports for the year of 2024 and the circular dated 28 April 2025 of the Company.
(2) The H Share Register of Members of the Company will be closed, for the purpose of determining H Shareholders' entitlement to attend the Annual General Meeting, from Thursday, 15 May 2025 to Wednesday, 21 May 2025 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the Annual 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 Wednesday, 14 May 2025. Holders of H Shares who are registered with Computershare Hong Kong Investor Services Limited on Wednesday, 21 May 2025 are entitled to attend the Annual General Meeting.
(3) If the proposed final dividend for the year of 2024 as set out in resolution No. 5 is approved by the Shareholders, the final dividend will be distributed to those Shareholders whose names appear on the H Share Register of Members of the Company on Tuesday, 10 June 2025. The H Share Register of Members will be closed from Thursday, 5 June 2025 to Tuesday, 10 June 2025 (both days inclusive). In order to be entitled to the final dividend, holders of H Shares who have not registered the transfer documents are required to deposit the transfer documents together with the relevant share certificates at Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong at or before 4:30 p.m. on Wednesday, 4 June 2025.
(4) Each Shareholder entitled to attend and vote at the Annual General Meeting may appoint one or more proxies to attend and vote on his/her behalf at the Annual General Meeting. A proxy need not be a Shareholder of the Company. Each Shareholder who wishes to appoint one or more proxies should read through the Annual Reports for the year of 2024 and the circular dated 28 April 2025 of the Company.
(5) 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 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 Annual General Meeting 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 a form of proxy will not preclude a Shareholder from attending in person and voting at the Annual General Meeting if he/she so wishes.
(6) Shareholders attending the Annual 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 Annual General Meeting.
(7) All resolutions proposed at the Annual General Meeting will be voted by poll.
(8) Shareholders (in person or by proxy) attending the Annual General Meeting shall be responsible for their own transport and accommodation expenses.
(9) Shareholders are advised to call the Company's hotline at (852) 2582 0388 or browse the Company's website (www.chinatelecom-h.com) for the latest arrangements of the Annual General Meeting in the event that a Typhoon Signal No. 8 (or above), a Black Rainstorm Warning Signal or extreme conditions are in force on the day of the Annual General Meeting.
(10) 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. Liu Guiqing, Mr. Tang Ke and Mr. Li Yinghui (as the Chief Financial Officer) (all as the Executive Vice Presidents); Mr. Chen Shengguang (as the Non-Executive Director); Mr. Ng Kar Ling Johnny, Mr. Yeung Chi Wai, Jason, Mr. Chen Dongqi and Madam Lyu Wei (all as the Independent Non-Executive Directors).
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