Statement of Ownership (sc 13g)
November 10 2014 - 6:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
China Telecom
Corporation Limited
(Name of Issuer)
Common H shares, par value RMB1.00 per share
(Title of Class of Securities)
Y1505D102
(CUSIP Number)
October 31, 2014
Date of Event Which Requires Filing of the Statement
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule
13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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1. |
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NAME OF
REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Bank of Australia |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Australian Capital Territory, Commonwealth of
Australia |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
1,327,201,874 shares |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
1,327,201,874 shares |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,327,201,874 shares |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) Approximately 9.56% (based on 13,877,410,000 shares outstanding as of
December 31, 2013, per Form 20-F dated April 29, 2014) |
12. |
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TYPE OF REPORTING PERSON
BK/HC |
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1. |
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NAME OF
REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Colonial Holding Company Limited |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION New South Wales, Commonwealth of Australia |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
1,326,829,874 shares |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
1,326,829,874 shares |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,326,829,874 shares |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) Approximately 9.56% (based on 13,877,410,000 shares outstanding as of
December 31, 2013, per Form 20-F dated April 29, 2014) |
12. |
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TYPE OF REPORTING PERSON
HC |
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1. |
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NAME OF
REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Insurance Holdings Limited |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION New South Wales, Commonwealth of Australia |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
1,326,829,874 shares |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
1,326,829,874 shares |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,326,829,874 shares |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) Approximately 9.56% (based on 13,877,410,000 shares outstanding as of
December 31, 2013, per Form 20-F dated April 29, 2014) |
12. |
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TYPE OF REPORTING PERSON
HC |
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1. |
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NAME OF
REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Colonial First State Group Limited |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Victoria, Commonwealth of Australia |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
1,324,867,840 shares |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
1,324,867,840 shares |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,324,867,840 shares |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) Approximately 9.55% (based on 13,877,410,000 shares
outstanding as of December 31, 2013, per Form 20-F dated April 29, 2014) |
12. |
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TYPE OF REPORTING PERSON
HC |
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Item 1(a) |
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Name of Issuer: China Telecom Corporation Limited |
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Item 1(b) |
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Address of Issuers Principal Executive Offices: |
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31 Jinrong Street, Xicheng District, |
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Beijing, |
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Peoples Republic of China 100033 |
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Item 2(a) |
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Name of Person Filing |
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Item 2(b) |
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Address of Principal Business Office |
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Item 2(c) |
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Citizenship |
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Commonwealth Bank of Australia |
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Ground Floor, Tower 1 |
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201 Sussex Street |
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Sydney, New South Wales, 2000 |
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Commonwealth of Australia |
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Australian Capital Territory |
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Colonial Holding Company Limited |
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Ground Floor, Tower 1 |
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201 Sussex Street |
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Sydney, New South Wales, 2000. |
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Commonwealth of Australia |
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New South Wales |
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Commonwealth Insurance Holdings Limited |
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Ground Floor, Tower 1 |
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201 Sussex Street |
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Sydney, New South Wales, 2000 |
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Commonwealth of Australia |
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New South Wales |
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Colonial First State Group Limited |
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Ground Floor, Tower 1 |
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201 Sussex Street |
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Sydney, New South Wales, 2000 |
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Commonwealth of Australia |
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Victoria |
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Item 2(d) |
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Title of Class of Securities: |
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Common H shares, par value RMB1.00 per share |
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Item 2(e) |
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CUSIP Number: Y1505D102 |
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Item 3 |
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under Section 15 of the Exchange Act; |
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(b) |
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Bank as defined in Section 3(a)(6) of the Exchange Act; |
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(c) |
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Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
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(d) |
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Investment company registered under Section 8 of the Investment Company Act; |
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(e) |
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) |
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x |
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
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(i) |
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
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(j) |
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x |
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A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J), please specify the type of institution: First State Investment Management (UK) Limited are investment advisers registered pursuant
to the law of the jurisdiction in which each is located. |
If this statement is filed pursuant to Rule 13d-1(c), check this box: ¨
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Item 4 |
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Ownership: |
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(a) Amount beneficially owned: |
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Incorporated by reference to Item 9 of the cover page pertaining to each reporting person. |
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(b) Percent of Class: |
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Incorporated by reference to Item 11 of the cover page pertaining to each reporting person. |
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(c) Number of shares as to which such person has: |
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(i) sole power to vote or to direct the vote: |
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Incorporated by reference to Item 5 of the cover page pertaining to each reporting person. |
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(ii) shared power to vote or to direct the vote: |
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Incorporated by reference to Item 6 of the cover page pertaining to each reporting person. |
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(iii) sole power to dispose or to direct the disposition of: |
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Incorporated by reference to Item 7 of the cover page pertaining to each reporting person. |
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(iv) shared power to dispose or to direct the disposition of: |
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Incorporated by reference to Item 8 of the cover page pertaining to each reporting person. |
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Item 5 |
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Ownership of Five Percent or Less of a Class: |
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Not Applicable. |
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Item 6 |
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Ownership of More than Five Percent on Behalf of Another Person: |
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Not Applicable. |
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Item 7 |
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: |
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See Exhibit 99.2. |
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Item 8 |
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Identification and Classification of Members of the Group: |
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Not Applicable. |
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Item 9 |
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Notice of Dissolution of Group: |
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Not Applicable. |
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Item 10 |
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Certification: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect. I also certify that, to the best of my knowledge and belief, the foreign
regulatory schemes applicable to the relevant subsidiaries referenced in Exhibit 99.2 to this Schedule 13G are substantially comparable to the regulatory scheme applicable to the functionally
equivalent U.S. institution(s), and that I undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify
that the information set forth in this statement is true, complete and correct.
Dated this 10th day of November, 2014.
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Commonwealth Bank of Australia |
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By: |
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/s/ Margaret Taylor |
Name: |
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Margaret Taylor |
Title: |
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Company Secretary |
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Colonial Holding Company Limited |
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By: |
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/s/ Michael Venter |
Name: |
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Michael Venter |
Title: |
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Director |
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Commonwealth Insurance Holdings Limited |
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By: |
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/s/ Michael Venter |
Name: |
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Michael Venter |
Title: |
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Director |
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Colonial First State Group Limited |
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By: |
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/s/ Michael Venter |
Name: |
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Michael Venter |
Title: |
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Director |
INDEX TO EXHIBITS
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Exhibit No. |
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Exhibit |
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99.1 |
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Joint Filing Agreement |
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99.2 |
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Item 7 Information |
Exhibit 99.1
Joint Filing Agreement
November 10, 2014
In accordance with Rule
13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, Commonwealth Bank of Australia, Colonial Holding Company Limited, Commonwealth Insurance Holdings Limited, and Colonial First State Group Limited, each hereby agree to the joint
filing of this statement on Schedule 13G (including any and all amendments hereto). In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on
Schedule 13G. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.
This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.
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Commonwealth Bank of Australia |
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By: |
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/s/ Margaret Taylor |
Name: |
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Margaret Taylor |
Title: |
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Company Secretary |
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Colonial Holding Company Limited |
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By: |
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/s/ Michael Venter |
Name: |
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Michael Venter |
Title: |
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Director |
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Commonwealth Insurance Holdings Limited |
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By: |
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/s/ Michael Venter |
Name: |
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Michael Venter |
Title: |
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Director |
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Colonial First State Group Limited |
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By: |
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/s/ Michael Venter |
Name: |
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Michael Venter |
Title: |
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Director |
Exhibit 99.2
Item 7 Information
The
securities being reported on by the reporting persons herein as parent holding companies are owned, or may be deemed to be beneficially owned as follows:
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Company |
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Type of Company. |
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Realindex Investments Pty Limited |
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IA (AU registered) |
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Colonial First State Investments Limited |
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IA (AU registered) |
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First State Investment Management (UK) Limited |
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IA (UK registered) |
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First State Investments International Limited |
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IA (UK registered) |
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First State Investments (Singapore) |
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IA (SNG registered) |
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First State Investments (Hong Kong) Limited |
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IA (HK registered) |
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Commonwealth Bank Officers Superannuation Corporation Pty Limited |
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IA (AU registered) |
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