8. Hipótesis de la investigación
3.7. Procesamiento y análisis de la información
UNTRACEABLE SHAREHOLDERS
For the purpose of the foregoing, ‘relevant period’ means the period commencing twelve years before the date of publication of the notice referred to in paragraph (iii) of this Article and ending at the expiry of the period referred to in that paragraph.
The manner, timing and terms of any sale of shares pursuant to this Article (including but not limited to the price or prices at which the same is made) shall be such as the Board determines, based upon advice from such bankers, brokers or other persons as the Board considers appropriate consulted by it for the purposes, to be reasonably practicable having regard to all the circumstances including the number of shares to be disposed of and the requirement that the disposal be made without delay 159. Subject to the provisions of the Ordinance, every Director or other officer of the Company shall be indemnified out of the
assets of the Company against all costs, charges, expenses, losses and liabilities which he may sustain or incur in or about the execution of his office or otherwise in relation thereto and in particular and without prejudice to the generality of the foregoing every Director and other officer of the Company shall be indemnified by the Company against, and it shall be the duty of the Directors out of the funds of the Company to pay all costs, losses and expenses which any such Director and other officer may incur or become liable for by reason of any contract entered into, or act or thing done by him or them as such Director and other officer, or in any way in the discharge of their or his duties, including travelling expenses; and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company, and have priority as between the members over all other claims. Any person who is a Director or other officer of the Company shall not be liable (except in consequence of his own dishonesty) for the acts, receipts, neglects or defaults of any other Director or other officer of the Company or for any losses or expenses incurred by the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects of the Company shall be deposited or for any loss occasioned by any error of judgement, omission, default or oversight on their or his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto.
160. Without prejudice to the rights of the Company, the Company may cease sending such cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.
161. The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a shareholder who is untraceable, but no such sale shall be made unless:-
(i) all cheques or warrants, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Articles of Association of the Company have remained uncashed;
(ii) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the shareholder who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law;
(iii) the Company has caused a notice to be published in accordance with section 164 of the Ordinance; and (iv) the Company has notified the stock exchange in the relevant territory of its intention to effect such sale.
Names, Address and Descriptions of Subscribers
162. To give effect to any such sale pursuant to Article 161 the Board may authorise any person to transfer the said shares and the instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and, upon receipt by the Company of such proceeds, it shall become indebted to the former shareholder by carrying all moneys in respect thereof to a separate account for an amount equal to such net proceeds. No trusts shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall include any additional shares which during the relevant period or during any period ending on the date when all the requirements of sub-paragraphs (i) to (iii) of Article 161 have been satisfied have been issued in respect of those held at the beginning of such relevant period and shall be valid and effective notwithstanding that the shareholder holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.
China Telecom (Hong Kong) Group Limited Hong Kong company no. 569288 of 16/F., Dah Sing Financial Centre, 108 Gloucester Road,
Wanchai,
For and on behalf of
CHINA TELECOM (HONG KONG) GROUP LIMITED
Hong Kong (Sd.) Chen Zhaobin
CORPORATION Director
China Telecom Hong Kong (BVI) Limited BVI I.B.C. company no. 244168, of P.O. Box 957,
Offshore Incorporations Centre, Road Town, Tortola,
British Virgin Islands
For and on behalf of
CHINA TELECOM HONG KONG (BVI) LIMITED
(Sd.) Chen Zhaobin
Dated the 29 day of August, 1997 WITNESS to the above signatures Celia C.L. Lam (Sd. Celia Lam) Solicitor
Hong Kong Address:
14th Floor, Alexandra House Chater Road
Central Hong Kong
Exhibit 4.14
[English Translation]
Promoters’ Agreement of
China Communications Facilities Services Corporation Limited
This Promoters’ Agreement (this “Agreement”) is entered into by and among the following parties (collectively, the “Parties”, “Promoters” or “Shareholders”) on July 11, 2014 in Beijing:
Each party is referred to hereinafter as a Party. WHEREAS:
THEREFORE, following amicable consultation, the Parties have concluded the following agreements:
CHAPTER ONE: The Company
Registered address: No. 28, Jin Rong Avenue, Xi Cheng District, Beijing
(1) China Mobile Communication Company Limited, a limited liability company incorporated in accordance with People’s Republic of China (“PRC”) law, with its legal address at No. 29, Jin Rong Avenue, Xi Cheng District, Beijing, the PRC and its legal representative as XI Guohua.
(2) China United Network Communications Corporation Limited, a limited liability company incorporated in accordance with PRC law with its legal address at No. 21, Jin Rong Avenue, Xi Cheng District, Beijing, the PRC and its legal
representative as CHANG Xiaobing.
(3) China Telecom Corporation Limited, a joint stock limited company incorporated in accordance with PRC law with its legal address at No. 31, Jin Rong Avenue, Xi Cheng District, Beijing, the PRC and its legal representative as WANG Xiaochu.
A. In order to reduce duplicative construction of telecommunications infrastructure and improve the efficiency of the use of telecommunications facilities, the Parties agree to establish China Communications Facilities Services Corporation Limited (the “Company”) by means of promotion with contributions in cash.
B. In order to define the rights and obligations of the Promoters, the Promoters enter into this Agreement in accordance with the provisions of the PRC Company Law and other relevant laws and regulations.
CHAPTER TWO: Business Scope
CHAPTER THREE: Shares and Registered Capital
1.2 The Company shall be a permanently subsisting joint stock limited company.
1.3 The Company shall be a qualified independent legal person responsible for its liabilities with all of its the assets.
1.4 The Parties, as the promoter shareholders, shall each be responsible to the Company to the extent of the shares subscribed for by each Party and shall each share the Company’s profits and risks in accordance with the shares held by each Party.
1.5 The Parties agree that the organizational structure of the Company shall be governed by the Articles of Association of the Company (the “AOA”) recognized by the Parties.
2.1 The business scope of the Company (provided that the ultimate business scope approved by the industry and commerce administrative authority shall prevail) shall consist primarily of the construction, maintenance and operation of
telecommunications towers, as well as the construction, maintenance and operation of ancillary facilities, including base station control rooms, power supplies and air conditioning, and interior distribution systems, and the contracted maintenance of base station equipment.
3.1 The entire capital of the Company shall consist of equal shares. 3.2 The registered capital of the Company shall be RMB10 billion.
3.3 The total number of shares of the Company shall be 10 billion shares, par value RMB1.00 per share, with a total share capital of RMB10 billion.
3.4 The number of shares subscribed for and the percentage of shares held by the Promoters shall be as listed in the following table:
No. Promoter
Number of
shares subscribed
Shareholding percentage
1 China Mobile Communication Company Limited 4.00 billion 40.0%
2 China United Network Communications Corporation Limited 3.01 billion 30.1%
3 China Telecom Corporation Limited 2.99 billion 29.9%