88
China Communications Services Corporation Limited Annual Report 2015
NOTICE OF ANNUAL GENERAL MEETING
5.2.
THAT
the Board or any two of the three directors of the Company duly authorized by the Board, namely Mr. Sun
Kangmin, Mr. Si Furong and Ms. Hou Rui (the “Authorized Directors”), taking into account the specific needs of the
Company and market conditions, be and are hereby generally and unconditionally authorized to:
(a) determine the specific terms and conditions of, and other matters relating to, the issue of Debentures, including
but not limited to, the determination of the type, amount, interest rate, term, rating, security, time and place of
the issue, any repurchase or redemption provisions, any placing arrangements, any option to adjust the nominal
interest rates and the use of proceeds; determine the underwriting arrangements; secure approvals; engage
professional advisors; disseminate relevant application documents to the regulatory authorities; obtain
approvals from the regulatory authorities; execute all requisite legal documentation relating to the issue as
requested by the regulatory authorities and make relevant disclosure;
(b) do all such acts which are necessary and incidental to the issue of Debentures;
(c) take all such steps which are necessary for the purposes of executing the issue of Debentures (including, but
not limited to, the execution of all requisite documentation and the disclosure of relevant information in
accordance with applicable laws) and to the extent that any of the aforementioned acts and steps that have
already been undertaken by the Board or the Authorized Directors in connection with the issue of Debentures,
be and are hereby approved, confirmed and ratified.
5.3.
THAT
the grant of the general mandate under this resolution shall come into effect upon approval from the general
meeting and will be valid for 12 months from that date.
6.
THAT
:
(a) subject to paragraph (c) below, the exercise by the Board during the Relevant Period (as hereinafter defined) of all the
powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers,
agreements and options which might require the exercise of such powers be hereby generally and unconditionally
approved;
(b) the approval in paragraph (a) shall authorize the Board during the Relevant Period to make or grant offers,
agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the amount of additional domestic shares or overseas-listed foreign invested shares (“H shares”) (as the case may be)
allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with either
separately or concurrently by the Board pursuant to the approval in paragraph (a), otherwise than pursuant to any
scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend
on shares in accordance with the Articles of Association of the Company, shall not exceed 20% of each of the
Company’s existing domestic shares and H shares (as the case may be) in issue at the date of passing this special
resolution; and
