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Beijing Digital Telecom Co., Ltd. AGM Information 2020

Apr 7, 2020

50994_rns_2020-04-07_7314c7b0-8cb0-4c46-b93f-3e76556af85a.pdf

AGM Information

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北京迪信通商貿股份有限公司 Beijing Digital Telecom Co., Ltd.

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 6188)

PROXY FORM

For the 2019 Annual General Meeting to be held on Friday, 22 May 2020 and at any adjournment thereof

I/ We [(Note][1)] of [(Note][2)]

,

being the registered holder(s) of [(Note][3)] domestic shares/H shares of RMB1.00 each of Beijing Digital Telecom Co., Ltd. (the “ Company ”), hereby appoint the Chairman of the meeting [(Note][4)] or of

and/or

of

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the 2019 annual general meeting of the Company to be held at 4/F, C Yi’an Business Building, 18 Building Yi’an Jiayuan, Beiwa West, Haidian District, Beijing, the PRC on Friday, 22 May 2020 at 2:00 p.m. and at any adjournment thereof and to exercise all rights conferred on proxies under laws, regulations and the articles of the Company. I/ We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the meeting, and if no such indication is given, as my/our proxy thinks fit.

Ordinary Resolutions Ordinary Resolutions For (Note 5) Against (Note 5) Abstain (Note 5) Abstain (Note 5)
1 To consider and approve the annual report of the Company for
the year 2019;
2 To consider and approve the report of the board of directors of
the Company for the year 2019;
3 To consider and approve the report of the board of supervisors
of the Company for the year 2019;
4 To consider and approve the annual financial report of the
Company for the year 2019;
5 To consider and approve the profit distribution plan of the
Company for the year 2019;
6 To consider and approve the re-appointment of Ernst & Young
as the Company’s external auditor for the year 2020;
7 To consider and approve the proposed appointment of
members of the fourth session of the board of directors:
7.1
To consider and approve
the proposed appointment of
Mr. Liu Donghai as an executive director of the fourth
session of the board of directors;
7.2
To consider and approve
the proposed appointment of
Mr. Liu Yajun as an executive director of the fourth
session of the board of directors;
7.3
To consider and approve
the proposed appointment of
Ms. Liu Wencui as an executive director of the fourth
session of the board of directors;
7.4
To consider and approve
the proposed appointment of
Mr. Li Wenzhi as a non-executive director of the fourth
session of the board of directors;
7.5
To consider and approve
the proposed appointment of
Mr. Yao Yanzhong as a non-executive director of the
fourth session of the board of directors;
7.6
To consider and approve
the proposed appointment of
Mr. Lv Jing as a non-executive director of the fourth
session of the board of directors;
Ordinary Resolutions For (Note 5) For (Note 5) Against (Note 5) Abstain (Note 5) Abstain (Note 5)
7.7
To consider and approve the proposed appointment of
Mr. Lv Tingjie as an independent non-executive
director of the fourth session of the board of directors;
7.8
To consider and approve the proposed appointment of
Mr. Lv Pingbo as an independent non-executive
director of the fourth session of the board of directors;
7.9
To consider and approve the proposed appointment of
Mr. Zhang Senquan as an independent non-executive
director of the fourth session of the board of directors;
8 To consider and approve the proposed appointment of
members of the fourth session of the board of supervisors:
8.1
To consider and approve the proposed appointment of
Mr. Li Wanlin as a shareholder supervisor of the fourth
session of the board of supervisors;
8.2
To consider and approve the proposed appointment of
Mr. Hu Yuzhong as a shareholder supervisor of the
fourth session of the board of supervisors;
9 To consider and approve the granting of an authorization to
the
board
of
directors
to
determine
the
director ’s
remuneration;
10 To consider and approve the granting of an authorization to
the board of supervisors to determine the supervisor ’s
remuneration.
Special Resolution For (Note 5) Against (Note 5) Abstain (Note 5)
1 To consider and approve the grant to the board of directors an
unconditional and general mandate during the Relevant
Period to separately or concurrently allot, issue and deal with
additional domestic shares and overseas-listed foreign shares
(“H Shares”) of the Company (including securities convertible
into domestic shares of the Company and/or H Shares) and to
make or grant offers, agreements or options in respect of the
above; and to authorise the board of directors of the Company
to amend the articles of the Company in respect of the above as
they deem necessary.

Signature [(Note][7)] Notes:

Dated 2020

  1. Please insert full name(s) in BLOCK CAPITALS .

  2. Please insert full address(es) in BLOCK CAPITALS .

  3. Please insert the number of shares registered in your name(s) to which this proxy form relates and delete the non-applicable category of shares (domestic shares or H shares). If no number is inserted, this proxy form will be deemed to relate to all shares in the Company registered in your name(s).

  4. If a proxy other than the Chairman of the meeting is preferred, cross out the words “the Chairman of the meeting” and insert the full name and address of the proxy (or proxies) desired in the space provided. A member may appoint one or more proxies to attend and vote in his stead. If no name is inserted, the Chairman of the meeting will act as your proxy. Any changes made to this proxy form must be initialled by the person who signs it.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR THE ABOVE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING, TICK THE APPROPRIATE BOX MARKED “ABSTAIN”. Abstain vote or waiver to vote shall be regarded as voting rights for the purpose of calculating the result of that resolution. If you return this proxy form without indicating as to how your proxy to vote on any particular matter, the person appointed as your proxy will exercise his/her discretion as to whether he/she votes and, if so, how and, unless instructed otherwise, he/she may also vote or abstain from voting as he/she thinks fit on any resolution properly put to the meeting other than those referred to in the notice of Annual General Meeting.

  6. This proxy form must be signed and dated by the shareholder or his /her attorney duly authorized in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of its legal representative(s) or its directors or (a) person(s) duly authorized to sign on its behalf. In case of joint holders, only the person whose name stands first on the register of members may attend and vote at the meeting, either in person or by proxy.

  7. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and, for holders of domestic shares, deposited with the Company Secretary on 4/F, C Yi’an Business Building, 18 Building Yi’an Jiayuan, Beiwa West, Haidian District, Beijing, the PRC and, for holders of H Shares, at the office of the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the meeting (i.e. before 2:00 p.m. on Thursday, 21 May 2020) or any adjournment thereof.

  8. Completion and delivery of this Proxy Form will not preclude you from attending and voting in person at the meeting.

  9. The proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.