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China Communications Services Corporation Limited Annual Report 2015
CORPORATE GOVERNANCE REPORT
GENERAL MEETING
Pursuant to the Company’s Articles of Association, the general meetings are classified as annual general meeting (the “AGM”)
and extraordinary general meeting (the “EGM”). The AGM is convened once a year and within six months after the end of a
financial year. A resolution was separately put forward in respect of each independent matter. The details of the voting
procedures and voting by poll at the request of shareholders were set out in the notices of the general meetings in accordance
with the provisions under the Articles of Association and the Listing Rules. In accordance with the Listing Rules, all the resolutions
were voted by poll in all general meetings held in 2015. 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.
SHAREHOLDERS’ RIGHTS
Convening General Meeting and Submitting Proposals at General Meetings by Shareholders
Pursuant to Article 8.24 of the Company’s Articles of Association, shareholders who request for convening an EGM or a class
meeting shall comply with the following procedures:
(1) Two (2) or more shareholders holding in aggregate 10% or more of the shares carrying the right to vote at the meeting
sought to be held shall sign one (1) or more counterpart requisitions stating the object of the meeting and requiring the
Board to convene an extraordinary general meeting or a class meeting thereof. The Board shall as soon as possible proceed
to convene an extraordinary general meeting or a class meeting thereof after receipt of such requisition(s). The amount of
shareholdings referred to above shall be calculated as at the date of deposit of the requisition(s).
(2) If the Board fails to issue a notice of such a meeting within thirty (30) days from the date of receipt of the requisition(s), the
requisitionists may themselves convene such a meeting (in a manner as similar as possible to the manner in which general
meetings are convened by the Board) within four (4) months from the date of receipt of the requisition(s) by the Board.
Pursuant to Article 8.6 of the Company’s Articles of Association, when the Company convenes an AGM, shareholder(s) holding 5%
or more of the total voting shares of the Company shall have the right to submit new proposals in writing, and the Company
shall place such proposals on the agenda for such AGM if they are matters falling within the functions and powers of
shareholders in general meetings.
