The general meeting is the organ of authority of the Company, and is responsible for deciding on the Company's operational policies and investment plans, electing, removing and replacing directors and supervisors who represent the shareholders and deciding on matters relating to their remunerations, deciding on the appointment, dismissal and non-reappointment of the accounting firm of the Company, examining and approving the reports of Board of Directors' and supervisor committee, examining and approving the Company's proposed preliminary and final annual financial budgets, profit distribution plans and loss recovery plans, deciding on matters such as the increase or reduction of the registered capital, repurchase of share capital, issue of debentures, merger, division, dissolution, liquidation and change of form of business of the Company, amending the Articles of Association of the Company, and deciding on other matters which, according to law, administrative regulation or the Articles of Association, need to be approved by shareholders in general meetings. The shareholders in a general meeting may authorize the Board of Directors to carry out matters on their behalf, or may sub-delegate the carrying out of such matters to the Board of Directors. The Articles of Association of the Company has clearly defined the scope of duties on the general meetings.
Pursuant to the Company's Articles of Association, the general meetings are divided into annual general meetings and extraordinary general meetings and shall be convened by the Board of Directors. Annual general meetings are held once every year and within six months from the end of the preceding financial year. When the Company convenes a general meeting, written notice of the meeting shall be given forty-five days before the date of the meeting to notify all of the shareholders whose names appear in the share register of the matters to be considered and the date and place of the meeting. A shareholder who intends to attend the meeting shall deliver to the Company his written reply concerning his attendance at such meeting twenty days before the date of the meeting.
A resolution will be separately put forward in respect of each independent matter. The details of the voting procedures were set up in the notices of the general meetings in accordance with the provisions under the Articles of Association and the Listing Rules. All the resolutions were voted by poll and the relevant voting results were announced on the websites of the Company and the Stock Exchange. In respect of the resolutions on the approval of connected transactions such as the acquisitions from the controlling shareholder and the renewal and amended annual caps of continuing connected transactions, China Telecommunications Corporation and its associates, being the connected persons, had abstained from voting on the relevant resolutions. In respect of the resolutions on the appointments of directors, the nominations of each director were considered and approved by separate resolutions.
In 2015, apart from the AGM, the Company also convened two EGMs.
For the first EGM of 2015, a physical meeting was held in Beijing on 19 January 2015, at which the resolutions, including appointment of Mr. Sun Kangmin as an executive director of the Company and the amendments to the Articles of Association, were considered and approved by shareholders.
For the 2014 AGM, a physical meeting was held in Beijing on 26 June 2015, at which the resolutions, including the 2014 financial statements, profit distribution proposal and dividend declaration proposal, appointment of auditors, report of the Directors, and report of the Supervisory Committee and the election of the fourth session of the Board were considered and approved by shareholders.
For the second EGM of 2015, a physical meeting was held in Beijing on 11 December 2015, at which the resolutions regarding revision of annual caps, renewal of continuing connected transactions and proposed new annual caps between the Company and the Company’s controlling shareholder, China Telecom, and the proposed appointment of the member of Supervisory Committee, were considered and approved by shareholders. China Telecom and its associates, being connected persons to the Company, abstained from voting on resolutions related to the connected transactions.
The above resolutions at the general meetings were approved and passed by shareholders, and the relevant poll results were published on the websites of the Company and the Stock Exchange.