CHA China Telecom Corp Ltd

 

CUSIP NO. Y1505D102		Page 1 of 12

 

 

 

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)

December 31, 2015

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 person’s 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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CUSIP NO. Y1505D102		Page 2 of 12

 

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Commonwealth Bank of Australia
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION       Australian Capital Territory, Commonwealth of Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER       0
				6.		SHARED VOTING POWER       272,501,851 shares
				7.		SOLE DISPOSITIVE POWER       0
				8.		SHARED DISPOSITIVE POWER       272,501,851 shares
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       272,501,851 shares
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   Approximately 1.96% (based on 13,877,410,000 shares outstanding as of December 31, 2014, per Form 20-F dated April 28, 2015)
12.		TYPE OF REPORTING PERSON       BK/HC

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13G

 

CUSIP NO. Y1505D102		Page 3 of 12

 

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Colonial Holding Company Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION       New South Wales, Commonwealth of Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER       0
				6.		SHARED VOTING POWER       272,501,851 shares
				7.		SOLE DISPOSITIVE POWER       0
				8.		SHARED DISPOSITIVE POWER       272,501,851 shares
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       272,501,851 shares
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   Approximately 1.96% (based on 13,877,410,000 shares outstanding as of December 31, 2014, per Form 20-F dated April 28, 2015)
12.		TYPE OF REPORTING PERSON       HC

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13G

 

CUSIP NO. Y1505D102		Page 4 of 12

 

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Commonwealth Insurance Holdings Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION       New South Wales, Commonwealth of Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER       0
				6.		SHARED VOTING POWER       272,501,851 shares
				7.		SOLE DISPOSITIVE POWER       0
				8.		SHARED DISPOSITIVE POWER       272,501,851 shares
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       272,501,851 shares
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   Approximately 1.96% (based on 13,877,410,000 shares outstanding as of December 31, 2014, per Form 20-F dated April 28, 2015)
12.		TYPE OF REPORTING PERSON       HC

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13G

 

CUSIP NO. Y1505D102		Page 5 of 12

 

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Colonial First State Group Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION       Victoria, Commonwealth of Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER       0
				6.		SHARED VOTING POWER       270,993,851 shares
				7.		SOLE DISPOSITIVE POWER       0
				8.		SHARED DISPOSITIVE POWER       270,993,851 shares
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       270,993,851 shares
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   Approximately 1.95% (based on 13,877,410,000 shares outstanding as of December 31, 2014, per Form 20-F dated April 28, 2015)
12.		TYPE OF REPORTING PERSON       HC

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13G

 

CUSIP NO. Y1505D102		Page 6 of 12

 

Item 1(a)

Name of Issuer: China Telecom Corporation Limited

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

31 Jinrong Street, Xicheng District,

Beijing,

People’s Republic of China 100033

 

Item 2(a)

Name of Person Filing

 

Item 2(b)

Address of Principal Business Office

 

Item 2(c)

Citizenship

Commonwealth Bank of Australia

Ground Floor, Tower 1

201 Sussex Street

Sydney, New South Wales, 2000

Commonwealth of Australia

Australian Capital Territory

Colonial Holding Company Limited

Ground Floor, Tower 1

201 Sussex Street

Sydney, New South Wales, 2000.

Commonwealth of Australia

New South Wales

Commonwealth Insurance Holdings Limited

Ground Floor, Tower 1

201 Sussex Street

Sydney, New South Wales, 2000

Commonwealth of Australia

New South Wales

Colonial First State Group Limited

Ground Floor, Tower 1

201 Sussex Street

Sydney, New South Wales, 2000

Commonwealth of Australia

Victoria

 

Item 2(d)

Title of Class of Securities:

Common H shares, par value RMB1.00 per share

 

Item 2(e)

CUSIP Number: Y1505D102

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13G

 

CUSIP NO. Y1505D102		Page 7 of 12

 

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

If this statement is filed pursuant to Rule 13d-1(c), check this box:  ¨

 

Item 4

Ownership:

 

(a)

Amount beneficially owned:

Incorporated by reference to Item 9 of the cover page pertaining to each reporting person.

 

(b)

Percent of Class:

Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.

 

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote:

Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.

 

(ii)

shared power to vote or to direct the vote:

Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.

 

(iii)

sole power to dispose or to direct the disposition of:

Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.

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13G

 

CUSIP NO. Y1505D102		Page 8 of 12

 

(iv)

shared power to dispose or to direct the disposition of:

Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.

 

Item 5

Ownership of Five Percent or Less of a Class:

As of the date hereof, none of the filing persons is the beneficial owner of more than five percent of the class of securities reported herein.

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

See Exhibit 99.2.

 

Item 8

Identification and Classification of Members of the Group:

Not Applicable.

 

Item 9

Notice of Dissolution of Group:

Not Applicable.

 

Item 10

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.

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13G

 

CUSIP NO. Y1505D102		Page 9 of 12

 

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 12^th day of February, 2016.

 

Commonwealth Bank of Australia
By:		/s/ Carla Collingwood
Name:		Carla Collingwood
Title:		Company Secretary
Colonial Holding Company Limited
By:		/s/ Warwick Bryan
Name:		Warwick Bryan
Title:		Director
Commonwealth Insurance Holdings Limited
By:		/s/ Warwick Bryan
Name:		Warwick Bryan
Title:		Director
Colonial First State Group Limited
By:		/s/ Andrew Morgan
Name:		Andrew Morgan
Title:		Director

 

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13G

 

CUSIP NO. Y1505D102		Page 10 of 12

 

INDEX TO EXHIBITS

 

Exhibit No.		Exhibit
99.1		Joint Filing Agreement
99.2		Item 7 Information

13G

 

CUSIP NO. Y1505D102		Page 11 of 12

 

Exhibit 99.1

Joint Filing Agreement

February 12, 2016

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.

 

Commonwealth Bank of Australia
By:		/s/ Carla Collingwood
Name:		Carla Collingwood
Title:		Company Secretary
Colonial Holding Company Limited
By:		/s/ Warwick Bryan
Name:		Warwick Bryan
Title:		Director
Commonwealth Insurance Holdings Limited
By:		/s/ Warwick Bryan
Name:		Warwick Bryan
Title:		Director
Colonial First State Group Limited
By:		/s/ Andrew Morgan
Name:		Andrew Morgan
Title:		Director

13G

 

CUSIP NO. Y1505D102		Page 12 of 12

 

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:

 

Company		Type of Company .
Realindex Investments Pty Limited		IA (AU registered)
Colonial First State Investments Limited		IA (AU registered)
First State Investments (Singapore)		IA (SNG registered)
First State Investments (Hong Kong) Limited		IA (HK registered)