Beijing Digital Telecom Co., Ltd. - AGM Information 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Beijing Digital Telecom Co., Ltd. (北京迪信通商貿股份有限公司) , you should at once hand this circular to the purchaser or transferee or to the bank or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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)

ANNUAL REPORT FOR THE YEAR 2020 REPORT OF THE BOARD FOR THE YEAR 2020 REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2020 ANNUAL FINANCIAL REPORT FOR THE YEAR 2020 PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020 RE-APPOINTMENT OF EXTERNAL AUDITOR FOR THE YEAR 2021 PROPOSED APPOINTMENT OF DIRECTORS PROPOSED APPOINTMENT OF SUPERVISOR CONFIRMATION OF THE REMUNERATION OF CERTAIN NEW DIRECTORS AUTHORIZATION TO THE BOARD TO DETERMINE THE REMUNERATION OF NEW INDEPENDENT NON-EXECUTIVE DIRECTOR CONFIRMATION OF THE REMUNERATION OF NEW SUPERVISOR GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND/OR H SHARES AND REVISED NOTICE OF ANNUAL GENERAL MEETING

A revised notice of the AGM to be held at 4/F, C Yi’an Business Building, 18 Building Yi’an Jiayuan, Beiwa West, Haidian District, Beijing, the PRC on Wednesday, 30 June 2021, at 2:00 p.m. is set out on pages 17 to 22 of this circular.

A revised form of proxy for use at the AGM is enclosed herewith and also published on both the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.dixintong.com). If you intend to appoint a proxy to attend the AGM, you are requested to complete, sign and return the enclosed revised form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the AGM (i.e. before 2:00 p.m. on Tuesday, 29 June 2021) or any adjournment thereof (as the case may be). Completion, signing and return of the revised form of proxy will not preclude you from attending and voting in person at the AGM.

10 June 2021

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
Appendix I	— Biographies of the Candidates for Director . . . . . . . . . . . . . . .	12
Appendix II	— Biographies of the Candidate for Supervisor . . . . . . . . . . . . . .	16
Revised Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		17

– i –

DEFINITIONS

Unless the context otherwise requires, the following expressions in this circular shall have the following meanings:

“AGM”
the annual general meeting for the year 2020 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 Wednesday, 30 June 2021, at 2:00 p.m. and any adjournment thereof (as the case may be);
“Articles of Association” the articles of association of the Company, as amended, modified or otherwise supplemented from time to time;
“Board” the board of directors of the Company;
“Board of Supervisors” the board of supervisors of the Company;
“Company”
Beijing Digital Telecom Co., Ltd. (北京迪信通商貿股份有限公司), a joint stock company incorporated in the PRC with limited liability and whose H Shares are listed on the Hong Kong Stock Exchange under stock code of 6188;
“Director(s)” the director(s) of the Company;
“General Mandate”
the general mandate to issue domestic shares and/or H Shares of the Company representing up to the limit of 20% of each of the total number of the domestic shares and/or H Shares of the Company respectively in issue as at the date of passing such resolution to grant the general mandate;
“H Share(s)”
the ordinary share(s) of the Company, with a par value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars;
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC;
“Hong Kong Huafa”
Hong Kong Huafa Investment Holdings Limited;
“Hong Kong Stock Exchange”
The Stock Exchange of Hong Kong Limited;

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DEFINITIONS

“Latest Practicable Date”
7 June 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular;
“Listing Rules”
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;
“Offers”
the mandatory conditional cash offer by Zhuhai Huafa Industrial for all the issued domestic shares of the Company (other than those already owned or agreed to be acquired by Zhuhai Huafa Industrial and parties acting in concert with it); and the mandatory conditional cash offer by Guotai Junan Securities (Hong Kong) Limited on behalf of Hong Kong Huafa to acquire all the issued H Shares;
“PRC” or “China” the People’s Republic of China, excluding, for the purpose of this circular, the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and Taiwan;
“RMB”
Renminbi, the lawful currency of the PRC;
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
“Shareholder(s)” the holder(s) of the Company’s share(s);
“Supervisor(s)” the supervisor(s) of the Company;
“Zhuhai Huafa” Zhuhai Huafa Group Co., Ltd.* (珠海華發集團有限公司); and
“Zhuhai Huafa Industrial” Zhuhai Huafa Industrial Investment Holding Co., Ltd.* (珠海華發實體產業投資控股有限公司).

* For identification purpose only

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LETTER FROM THE BOARD

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)

Executive Directors: Mr. Liu Donghai (Chairman) Mr. Liu Yajun Non-executive Directors: Mr. Li Wenzhi Mr. Yao Yanzhong Mr. Lv Jing Independent non-executive Directors: Mr. Lv Tingjie Mr. Lv Pingbo Mr. Zhang Senquan

Registered Office: No. 101, 4/F, C Yi’an Business Building 18 Building Yi’an Jiayuan, Beiwa West Haidian District, Beijing the PRC Principal Place of Business in Hong Kong: Unit D, 16/F, MG Tower 133 Hoi Bun Road Kwun Tong Hong Kong

10 June 2021

To the Shareholders

Dear Sir or Madam,

INTRODUCTION

The purpose of this circular is to give you a revised notice of the AGM, which is set out on pages 17 to 22 of this circular and to provide you with information reasonably necessary to enable you to consider and vote for or against certain of the resolutions to be proposed at the AGM as described below.

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LETTER FROM THE BOARD

At the AGM, ordinary resolutions will be proposed to (inter alia) (i) consider and approve the annual report of the Company for the year 2020; (ii) consider and approve the report of the Board for the year 2020; (iii) consider and approve the report of the Board of Supervisors for the year 2020; (iv) consider and approve the annual financial report of the Company for the year 2020; (v) consider and approve the profit distribution plan of the Company for the year 2020; (vi) consider and approve the re-appointment of the external auditor for the year 2021; (vii) consider and approve the appointment of new Directors; (viii) consider and approve the appointment of Ms. Yang Hui as the shareholder Supervisor; (ix) consider and approve the confirmation of the remuneration of certain new Directors; (x) consider and approve the authorization to the Board to determine the remuneration of new independent non-executive Director; and (xi) consider and approve the confirmation of the remuneration of new Supervisor. Special resolution will be proposed to (xii) grant a General Mandate to the Board to issue, allot and deal with additional domestic shares not exceeding 20% of the domestic shares in issue of the Company and additional H Shares not exceeding 20% of the H Shares in issue.

(i) ANNUAL REPORT FOR THE YEAR 2020

An ordinary resolution will be proposed at the AGM to approve the 2020 annual report of the Company. Please refer to the 2020 annual report of the Company which was published on both the websites of the Hong Kong Stock Exchange and the Company on 29 April 2021.

(ii) REPORT OF THE BOARD FOR THE YEAR 2020

An ordinary resolution will be proposed at the AGM to approve the report of the Board for the year 2020. The full text of the report of the Board for the year 2020 is set out in the 2020 annual report of the Company which was published on both the websites of the Hong Kong Stock Exchange and the Company on 29 April 2021.

(iii) REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2020

An ordinary resolution will be proposed at the AGM to approve the report of the Board of Supervisors for the year 2020. The full text of the report of the Board of Supervisors for the year 2020 is set out in the 2020 annual report of the Company which was published on both the websites of the Hong Kong Stock Exchange and the Company on 29 April 2021.

(iv) ANNUAL FINANCIAL REPORT FOR THE YEAR 2020

An ordinary resolution will be proposed at the AGM to approve the annual financial report of the Company for the year 2020. The main content of the annual financial report for the year 2020 is set out in the 2020 annual report of the Company which was published on both the websites of the Hong Kong Stock Exchange and the Company on 29 April 2021.

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LETTER FROM THE BOARD

(v) PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020

An ordinary resolution will be proposed at the AGM to approve the profit distribution plan of the Company for the year 2020.

According to the audited consolidated financial statements issued by Ernst & Young for the year 2020, the Company’s net profit attributable to shareholders of the parent was approximately RMB114,062,000 in 2020, the appropriation for surplus reserve was approximately RMB11,406,000, and the opening undistributed profit was approximately RMB2,523,559,000. The profit available for distribution as of 31 December 2020 is approximately RMB2,626,215,000.

To guarantee the Company’s normal production and operation, enhance its ability to resist risks, achieve a sustained, stable and healthy development and better safeguard the long-term interests of all Shareholders, the Board does not propose profit distribution and capitalisation of capital reserve for the year after taking into consideration the Company’s actual situation. The Company’s undistributed profit is used to supplement the Company’s current capital.

(vi) RE-APPOINTMENT OF EXTERNAL AUDITOR FOR THE YEAR 2021

An ordinary resolution will be proposed at the AGM to approve the re-appointment of Ernst & Young as the Company’s external auditor for the year 2021 and the authorization to the Board to determine the auditor’s remunerations.

(vii) PROPOSED APPOINTMENT OF DIRECTORS

Reference is made to the announcement dated 4 June 2021 published by the Company in relation to, among other things, the resolution regarding the proposed election of directors which will be proposed at the AGM for consideration.

In view of the fact that the Offers have become unconditional in all respects:

(1) Mr. Liu Yajun has resigned as an executive Director and the member of the Strategy Committee;
(2) Mr. Li Wenzhi has resigned as a non-executive Director and the member of the Strategy Committee;
(3) Mr. Yao Yanzhong has resigned as a non-executive Director, the member of the Nomination Committee and the member of the Strategy Committee;
(4) Mr. Lv Jing has resigned as a non-executive Director and the member of the Remuneration and Assessment Committee; and
(5) Mr. Zhang Senquan has resigned as an independent non-executive Director, the chairman of the Audit Committee and the member of the Remuneration and Assessment Committee.

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LETTER FROM THE BOARD

The resignation of the above Directors will take effect from the conclusion of the AGM. In order to ensure that the operation of the Board is in compliance with the Articles of Association and relevant regulations of the Company, the above Directors will continue to perform the relevant duties as Directors and members of the Board Committees until new Directors are appointed at the AGM.

Mr. Liu Yajun, Mr. Li Wenzhi, Mr. Yao Yanzhong, Mr. Lv Jing and Mr. Zhang Senquan have respectively confirmed that they have no disagreement with the Board and no other matters concerning their resignation need to be brought to the attention of the Hong Kong Stock Exchange or the Shareholders. The Board has confirmed that there are no other matters concerning the resignation of the above Directors which are needed to be brought to the attention of the Hong Kong Stock Exchange or the Shareholders.

The Board accepted the nomination by the Shareholders, Zhuhai Huafa Industrial and Hong Kong Huafa, and proposed to elect Ms. Xu Liping as an executive Director, Ms. Xu Jili, Mr. Li Guangning, Ms. Guo Jin and Mr. Gao Dali as non-executive Directors, and Mr. Cai Chun Fai as an independent non-executive Director. Ms. Xu Liping, Ms. Xu Jili, Mr. Li Guangning, Ms. Guo Jin, Mr. Gao Dali and Mr. Cai Chun Fai have respectively confirmed that they have accepted their nomination.

The biographical details of the above candidates for Director are set out in appendix I to this circular.

For the proposed appointment of independent non-executive Director, the Nomination Committee of the Company and the Board have complied with the board diversity policy of the Company, the nomination policy of the Board and the development strategy of the Company. The Nomination Committee of the Company nominated Mr. Cai Chun Fai as a candidate for independent non-executive Director based on such conditions as his professional experience, skills and knowledge, the possibility to enhance the operation efficiency of the Board, and the available time devoted to the Company.

Mr. Cai Chun Fai has over ten years’ experience in auditing, accounting and financial management. The Board believes that Mr. Cai Chun Fai will provide objective, independent and sufficient opinions and analysis on auditing, accounting and financial management through his rich experience and knowledge, and that he will also, together with other independent non-executive Directors, promote the diversity of the Board structure in various aspects including culture, professional skills and qualifications.

Mr. Cai Chun Fai has confirmed his independence in accordance with factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee of the Company and the Board have also assessed the independence of Mr. Cai Chun Fai in accordance with the independence standards set out in Rule 3.13 of the Listing Rules and consider that he does not have any other relationship with any Directors, senior management of the Company, substantial or controlling Shareholders, and therefore confirm that he is an independent person.

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LETTER FROM THE BOARD

Ms. Xu Liping, Ms. Xu Jili, Mr. Li Guangning, Ms. Guo Jin, Mr. Gao Dali and Mr. Cai Chun Fai will perform the relevant duties as Directors with effect from the date of approval by the AGM. Their terms of office will end at the expiry of the term of office of the fourth session of the Board.

In the event that Ms. Xu Liping, Ms. Xu Jili, Mr. Li Guangning, Ms. Guo Jin, Mr. Gao Dali and Mr. Cai Chun Fai are appointed as Directors at the AGM, they will enter into a service agreement with the Company, respectively. As executive or non-executive Directors respectively, Ms. Xu Liping, Ms. Xu Jili, Mr. Li Guangning, Ms. Guo Jin and Mr. Gao Dali are not entitled to receive remuneration or allowance from the Company. As an independent non-executive Director, the remuneration of Mr. Cai Chun Fai shall adopt the allowance system. It will be proposed to the AGM to authorize the Board to determine Mr. Cai Chun Fai’s remuneration for his term of office in accordance with the provisions under the “Regulations for the Management of Remuneration of the Directors, Supervisors and Senior Management of the Company” and based on the development of the Company, as well as by reference to the remuneration of independent non-executive directors of other similar listed companies.

As at the Latest Practicable Date, save as disclosed above and in appendix I to this circular, Ms. Xu Liping, Ms. Xu Jili, Mr. Li Guangning, Ms. Guo Jin, Mr. Gao Dali and Mr. Cai Chun Fai have respectively confirmed that they have not held any positions as directors or supervisors in any public companies, the securities of which are listed on any securities markets in Hong Kong or overseas, or had any major appointment or qualification, or held any positions in the Company or any other members of the Group for the past three years, and do not have any relationship with any other Directors, Supervisors, senior management, substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Ms. Xu Liping, Ms. Xu Jili, Mr. Li Guangning, Ms. Guo Jin, Mr. Gao Dali and Mr. Cai Chun Fai have confirmed that they do not have any interests in the share capital of the Company within the meaning of Part XV of the SFO.

In addition, there is no any other information relating to Ms. Xu Liping, Ms. Xu Jili, Mr. Li Guangning, Ms. Guo Jin, Mr. Gao Dali and Mr. Cai Chun Fai that needs to be disclosed pursuant to the provisions under Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter concerning the proposed appointment of Directors that needs to be brought to the attention of the Hong Kong Stock Exchange and the Shareholders.

(viii) PROPOSED APPOINTMENT OF SUPERVISOR

Reference is made to the announcement dated 4 June 2021 published by the Company in relation to, among other things, the resolution regarding the proposed election of supervisor which will be proposed at the AGM for consideration.

Given that the Offers have become unconditional in all respects, Mr. Hu Yuzhong has resigned as a shareholder Supervisor with effect from the conclusion of the AGM. In order to ensure that operation of the Board of Supervisors is in compliance with the Articles of Association and relevant regulations of the Company, Mr. Hu Yuzhong will continue to perform the duties as a shareholder Supervisor until a new shareholder Supervisor is appointed at the AGM.

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LETTER FROM THE BOARD

Mr. Hu Yuzhong has confirmed that he has no disagreement with the Board and the Board of Supervisors and no other matters concerning his resignation need to be brought to the attention of the Hong Kong Stock Exchange or the Shareholders. The Board of Supervisors has confirmed that there is no other matter concerning the resignation of Mr. Hu Yuzhong which is needed to be brought to the attention of the Hong Kong Stock Exchange or the Shareholders.

The Board of Supervisors accepted the nomination by the Shareholders, Zhuhai Huafa Industrial and Hong Kong Huafa, and proposed to elect Ms. Yang Hui as a shareholder Supervisor. Ms. Yang Hui has confirmed that she has accepted her nomination.

The biographical detail of the above candidate for Supervisor is set out in appendix II to this circular.

Ms. Yang Hui will perform the relevant duties as a shareholder Supervisor with effect from the date of approval by the AGM. Ms. Yang Hui’s term of office will end at the expiry of the term of office of the fourth session of the Board of Supervisors.

In the event that Ms. Yang Hui is appointed as shareholder Supervisor at the AGM, she will enter into a service agreement with the Company. As a shareholder Supervisor, Ms. Yang Hui is not entitled to receive remuneration or allowance from the Company.

As at the Latest Practicable Date, save as disclosed above and in appendix II to this circular, Ms. Yang Hui has confirmed that she has not held any positions as directors or supervisors in any public companies, the securities of which are listed on any securities markets in Hong Kong or overseas, or has any major appointment or qualification, or held any positions in the Company or any other members of the Group for the past three years, and does not have any relationship with any other Directors, Supervisors, senior management, substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Ms. Yang Hui has confirmed that she does not have any interests in the share capital of the Company within the meaning of Part XV of the SFO.

In addition, there is no any other information relating to Ms. Yang Hui that needs to be disclosed pursuant to the provisions under Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter concerning the proposed appointment of Supervisor that needs to be brought to the attention of the Hong Kong Stock Exchange and the Shareholders.

(ix) CONFIRMATION OF THE REMUNERATION OF CERTAIN NEW DIRECTORS

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LETTER FROM THE BOARD

In accordance with the relevant internal requirements of the Shareholders, the Directors nominated by the Shareholders (excluding independent non-executive Directors) do not receive remuneration or allowance from the Company, and therefore, the candidates for Directors, Ms. Xu Liping, Ms. Xu Jili, Mr. Li Guangning, Ms. Guo Jin and Mr. Gao Dali, will not receive remuneration or allowance from the Company. The Board intends to propose to the AGM to confirm the remuneration of the abovementioned Directors.

(x) AUTHORIZATION TO THE BOARD TO DETERMINE THE REMUNERATION OF NEW INDEPENDENT NON-EXECUTIVE DIRECTOR

In accordance with the provisions of the Articles of Association, the Board has the power to make proposal to the Company, pursuant to which the Board has proposed to the Company for granting an authorization to the Board to determine the remuneration of new independent non-executive Director with effect from the date of the approval by the Shareholders at the AGM.

In accordance with the provisions of Company Law of the People’s Republic of China and the Articles of Association, the Board intends to propose to the AGM to authorize the Board to determine the remuneration of Mr. Cai Chun Fai, new independent non-executive Director, and the distribution of the same in accordance with the provisions under the “Regulations for the Management of Remuneration of the Directors, Supervisors and Senior Management of the Company” and based on the development of the Company, as well as by reference to the remuneration of independent non-executive directors of other similar listed companies.

(xi) CONFIRMATION OF THE REMUNERATION OF NEW SUPERVISOR

In accordance with the provisions of the Articles of Association, the Board of Supervisors has the power to make proposal to the Company, pursuant to which the Board of Supervisors has proposed to the Company for the confirmation of the remuneration of new Supervisor at the AGM.

In accordance with the relevant internal requirements of the Shareholders, the Supervisors nominated by the Shareholders do not receive remuneration or allowance from the Company, and therefore, the candidate for Supervisor, Ms. Yang Hui, will not receive remuneration or allowance from the Company. The Board of Supervisors intends to propose to the AGM to confirm the remuneration of the abovementioned Supervisor.

(xii) GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND/OR H SHARES

To ensure that flexibility and discretion are given to the Directors to issue new shares when they think desirable, the Company proposes to grant a General Mandate to the Directors to issue, allot and otherwise deal with additional domestic shares and/or H Shares of the Company representing up to the limit of 20% of each of the total number of the domestic shares and/or H Shares respectively in issue on the date of passing such resolution to grant the General Mandate. Any exercise of the power by the Directors under the General Mandate shall comply with the relevant requirements of the Listing Rules, the Articles of Association and the applicable laws and regulations of PRC. For details of the General Mandate, please refer to the revised notice of the AGM, which is included in this circular.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company had in issue 337,700,000 domestic shares and 394,760,400 H Shares. Subject to the passing of the resolutions for the granting of a General Mandate, the Company would be allowed to allot, issue and deal with up to a maximum of 67,540,000 domestic shares and 78,952,080 H Shares on the basis that no further domestic shares and H Shares will be issued prior to the AGM.

The Directors wish to state that they have no immediate plan to issue any new shares pursuant to the General Mandate.

2020 ANNUAL GENERAL MEETING

A revised notice of the AGM to be held at 4/F, C Yi’an Business Building, 18 Building Yi’an Jiayuan, Beiwa West, Haidian District, Beijing, the PRC on Wednesday, 30 June 2021 at 2:00 p.m. is set out on pages 17 to 22 of this circular.

In order to determine the Shareholders who are entitled to attend the AGM, the Company’s register of H Shareholders will be closed from Monday, 31 May 2021 to Wednesday, 30 June 2021 (both days inclusive) during which period no transfer of H Shares will be effected. Holders of H Shares whose names appear on the Company’s register of members on Wednesday, 30 June 2021 are entitled to attend the AGM. In order to determine the entitlement to attend the AGM, all transfer forms and share certificates must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 28 May 2021.

The revised proxy form is intended to be used for the resolutions specified in the revised notice of the AGM.

If a Shareholder has already returned the original proxy form which was dispatched by the Company to its Shareholders on 10 June 2021 (the “ Original Proxy Form ”), he/she should note that:

a) If no revised proxy form is returned by the Shareholder, the Original Proxy Form will be treated as a valid proxy form lodged by the Shareholder if duly completed. The proxy appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the AGM, including the proposed resolutions as set out in the revised notice of the AGM.

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LETTER FROM THE BOARD

b) If the revised proxy form is returned by the Shareholder at or before 2:00 p.m. on Tuesday, 29 June 2021, the revised proxy form will be treated as a valid proxy form lodged by the Shareholder if duly completed.
c) If the revised proxy form is returned by the Shareholder after the closing time as set out in the revised notice of the AGM, the revised proxy form will be deemed invalid. It will not revoke the Original Proxy Form previously lodged by the Shareholder. The Original Proxy Form will be treated as a valid proxy form lodged by the Shareholder if duly completed. The proxy appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the AGM (including the proposed resolutions as set out in the revised notice of the AGM).

LISTING RULES REQUIREMENT

According to Rule 13.39(4) of the Listing Rules, apart from certain exceptions, any vote of Shareholders at a general meeting must be taken by poll. All resolutions at the AGM will be taken by way of poll. An announcement on the poll vote results will be published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.dixintong.com) respectively by the Company after the AGM in the manner prescribed under the Listing Rules.

RECOMMENDATION

The Board believes that the proposals mentioned above are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders vote in favour of the relevant resolutions to be proposed at the AGM as set out in the revised notice of the AGM.

Yours faithfully, By order of the Board Beijing Digital Telecom Co., Ltd. Liu Donghai Chairman

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APPENDIX I

BIOGRAPHIES OF THE CANDIDATES FOR DIRECTOR

Ms. Xu Liping (許麗萍) , aged 40, is an assistant economist. From July 2004 to March 2008, she served as an officer of the investment management department (former market development department), a director secretary, senior officer and an executive assistant to the deputy chairman of Zhuhai Zhongfu Enterprise Co., Ltd. (珠海中富實業股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 000659), mainly responsible for contract drafting and review, translation, convening and managing joint venture company meetings; from April 2008 to March 2009, she served as a sales assistant to the chief operating officer of Hong Kong Beverage Packaging Co., Ltd. (香港飲料包裝有限公司), mainly responsible for assisting COO in the management of unlisted product sales team; from April 2009 to June 2011, she was the person in charge of the supply chain of Hong Kong Beverage Packaging Co., Ltd., mainly responsible for raw material procurement and the formulation of production and sales plans; from June 2011 to August 2011, she served as the procurement supervisor in the procurement and tendering department of Zhuhai SZM CBD Construction Holding Co., Ltd. (珠海十字門中央商務區建設控股有限公司), mainly responsible for raw material market research and brand access; from September 2011 to May 2017, she served as the head of business department, the deputy manager of contract management department, a manager of strategic operation department and an assistant to general manager of Zhuhai Huafa Trade Holdings Limited (珠海華發商貿控股有限公司) (“ Huafa Trading ”), mainly responsible for operational management matters, such as business development and team management, legal and risk control management, strategic operation management and middle and back office management; from May 2017 to May 2018, she served as the deputy general manager of Huafa Trading; since May 2018, she has been the general manager of Huafa Trading; since May 2020, she has been an executive director of Zhuhai Chuanghua International Trading Co., Ltd. (珠海創華國際商貿有限公司), an executive director of Zhuhai Zhihua International Trading Co., Ltd. (珠海致華國際商貿有限公司), an executive director of Shanghai Zhaohua International Trading Co., Ltd. (上海昭華國際商貿有限公司), an executive director of Nantong Yaohua International Trading Co., Ltd. (南通曜華國際商貿有限公司), an executive director of Wuhan Qinhua International Trading Co, Ltd. (武漢沁華國際商貿有限公司) and an executive director of Huafa Trading Wuhan Company (華發商貿武漢公司).

Ms. Xu Liping obtained a bachelor’s degree in law from Zhongnan University of Economics and Law in July 2004.

Ms. Xu Jili (許繼莉) , aged 49, is an economist. She was the vice president of Zhuhai Branch of Agricultural Bank of China from May 2006 to April 2011, where she was mainly responsible for business management, credit risk management and asset disposal; from May 2011 to April 2013, she was the vice president of Zhuhai Branch of Industrial Bank Co., Ltd., where she was mainly responsible for overseeing financial markets and risk management; from April 2013 to December 2013, she served as the deputy leader of the preparatory group, a director and general manager of Zhuhai Huafa Group Finance Co., Ltd. (珠海華發集團財務有限公司) (“ Huafa Finance Company ”); from December 2013 to February 2015, she served as the director of capital management of Zhuhai Huafa, a director and general manager of Huafa Finance Company, and the deputy chairman of the board of directors of Huafa Trading; since March 2015, she has been the chairman of the board of directors of Huafa Finance Company and Huafa Trading; since April 2015 and March 2020, she has been a director and executive vice president of Zhuhai Huafa

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APPENDIX I

BIOGRAPHIES OF THE CANDIDATES FOR DIRECTOR

Investment Holdings Group Co., Ltd. (珠海華發投資控股集團有限公司) (formerly known as Zhuhai Huafa Investment Holdings Company Limited (珠海華發投資控股有限公司) and Zhuhai Financial Investment Holdings Group Co. Ltd. (珠海金融投資控股集團有限公司)) (“ Huafa Investment Holdings ”), respectively (from January 2017 to March 2020, she was the deputy general manager of Huafa Investment Holdings); since March 2016, she has been a director of Huafa Industrial Co., Ltd. Zhuhai (珠海華發實業股份有限公司) (“ Huafa Industrial Share ”), a company listed on the Shanghai Stock Exchange (stock code: 600325); since September 2016, she has been a general manager and director of Zhuhai Huafa Multi-Business Development Co., Ltd. (珠海華發綜合發展有限公司); since March 2018, she has been a chief financing officer of Zhuhai Huafa; since April 2017, she has been a director of Johnson Cleaning Services Co., Ltd.; since July 2018, she has been a director of Hong Kong Johnson Holdings Co., Ltd. (a company listed on the Stock Exchange, stock code: 1955), and was re-designated as a non-executive director and the chairman of the board of directors since January 2019; since March 2021, she has been an executive director and general manager of Zhuhai Juanhua Trading Co., Ltd (珠海雋華商貿有限公司).

Ms. Xu Jili obtained a bachelor’s degree in economics from Nankai University in July 1993 and obtained a master’s degree in management from the South China Agricultural University in June 2006.

Mr. Li Guangning (李光寧) , aged 49, is an economist. He served as an assistant to general manager and deputy general manager of Zhuhai Huafa, the secretary of the board of directors and a director of Huafa Industrial Share. He currently serves as the director and the general manager of Zhuhai Huafa, the chairman of the board of directors of Huafa Investment Holdings, the deputy chairman of Hong Kong Huafa, the director of Zhuhai Huajin Capital Co., Ltd. (珠海華金資本股份有限公司) (“ Huajin Capital ”) (a company listed on the Shenzhen Stock Exchange, stock code: 000532), the chairman of the board of directors of Huafa Property Services Group Company Limited (華發物業服務集團有限公司) (“ Huafa Property Services ”) (a company listed on the Stock Exchange, stock code: 982), the director of Zhuhai Development Investment Fund Management Co., Ltd. (珠海發展投資基金管理有限公司) and the chairman of the board of directors of Huafa Industrial Share. Since September 2020, he served as a director of Shenzhen WeiYe Decoration Group Co., Ltd. (深圳市維業裝飾集團股份有限公司) (“ WeiYe Group ”) (a company listed on the Shenzhen Stock Exchange, stock code: 300621); since March 2021, he served as the director of Advanced Fiber Resources (Zhuhai), Ltd. (珠海光庫科技股份有限公司) (“ Advanced Fiber Resources ”) (a company listed on the Shenzhen Stock Exchange, stock code: 300620); since May 2021, he served as the director of HC SemiTek Corporation (華燦光電股份有限公司) (“ HC SemiTek ”) (a company listed on the Shenzhen Stock Exchange, stock code: 300323).

Mr. Li Guangning obtained a master’s degree from Lingnan College, Sun Yat-sen University in 1997.

– 13 –

APPENDIX I

BIOGRAPHIES OF THE CANDIDATES FOR DIRECTOR

Ms. Guo Jin (郭瑾) , aged 49, an intermediate economist with the qualification for engagement in funds. From July 1994 to April 2013, she served in various key management positions in the Zhuhai Branch and Guangdong Branch of Bank of Communications Co., Ltd.; from May 2013 to March 2015, she served as the deputy general manager of Huafa Investment Holdings; from May 2014 to March 2021, she served as the director and president of Huajin Capital; since August 2014, she served as the chairman of Zhuhai HIGRAND Technology Co., Ltd. (珠海華冠科技股份有限公司) (a company listed on National Equities Exchange and Quotations in China, stock code: 871447); from March 2015 to March 2020, she served as the executive deputy general manager of Huafa Investment Holdings; since February 2016, she served as the chairman and general manager of Zhuhai Huajin Innovation Investment Co., Ltd. (珠海華金創新投資有限公司); since March 2016, she served as the director of Zhuhai Technology Venture Capital Co., Ltd. (珠海科技創業投資有限公司) (during which, she served as the chairman of Zhuhai Technology Venture Capital Co., Ltd. from March 2016 to May 2019); since November 2016, she served as the chairman of the board of directors of Infinity Capital Management Co., Ltd. (英飛尼迪資本管理有限公司); since August 2017, she served as the chairman of Zhuhai Development Investment Fund Management Co., Ltd. (珠海發展投資基金管理有限公司); since April 2018, she served as the executive director of Huafa Property Services; since May 2018, she served as the chairman of Zhuhai Huafa Xingen Frontier Industry Equity Investment Management Co., Ltd. (珠海華發鑫根前沿產業股權投資管理有限公司); since February 2019, she served as the chairman of Zhuhai Huafa Huayi Investment Holdings Co., Ltd. (珠海華發華宜投資控股有限公司); since August 2019, she served as the chairman of Zhuhai Huafa Industrial; since September 2020, she served as the chairman of WeiYe Group; since March 2021, she served as the chairman of Huajin Capital; since April 2021, she served as the chairman of Advanced Fiber Resources; since May 2021, she served as the chairman of HC SemiTek and the director of Huafa Industrial Share.

Ms. Guo Jin obtained a bachelor’s degree in economics from South China Agricultural University in July 1994.

Mr. Gao Dali (高大力) , aged 32, served as an assistant audit manager in KPMG Huazhen LLP Shenzhen Branch (畢馬威華振會計師事務所（特殊普通合夥）深圳分所) from October 2014 to June 2017 and was mainly responsible for the annual audit and internal control audit of listed real estate companies; from June 2017 to February 2018, he served as the audit supervisor of the internal audit office in Huafa Industrial Share and the investment manager of the investment management department in Zhuhai Huafa Huayi Investment Holdings Co., Ltd.; from March 2018 to September 2019, he served as the investment manager of the Strategic Mergers and Acquisitions Management Center in Zhuhai Huafa and was responsible for strategic mergers and acquisitions and investment business. He has served as the investment manager of the Strategic Investment Management Center in Zhuhai Huafa Industrial since October 2019 and is responsible for strategic mergers and acquisitions and investments.

Mr. Gao Dali obtained a bachelor’s degree in management from the Beijing Institute of Technology (北京理工大學) in June 2012, and a master ’s degree in business administration (MBA) from the University of La Verne in the United States of America in May 2014.

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APPENDIX I

BIOGRAPHIES OF THE CANDIDATES FOR DIRECTOR

Mr. Cai Chun Fai (蔡振輝) , aged 40, is the director of CCT & Partners CPA Limited and the chief operation officer of Hui’s Brothers Financial Group Limited (a licensed corporation under the SFO to carry on the regulated activities of dealing in securities and dealing in future contracts). From February 2012 to April 2014, he served as the company secretary of China Fortune Financial Group Limited (a company listed on the main board of the Stock Exchange, stock code: 290); from April 2014 to September 2018, he was the chief operation officer and chief compliance officer of Enriched Goldenroad (H.K.) Credit Limited and Well Link Securities Limited; since July 2016, he is an independent non-executive director of Royal Catering Group Holdings Company Limited (a company listed on the Growth Enterprise Market of the Stock Exchange, stock code: 8300); from 2 February 2018 to 14 February 2018, he was an independent non-executive director of Inno-Tech Holdings Limited (a company listed on the Growth Enterprise Market of the Stock Exchange, stock code: 8202); from February 2018 to April 2021, he served as an independent non-executive director of My Heart Bodibra Group Limited (a company listed on the Growth Enterprise Market of the Stock Exchange, stock code: 8297); since March 2019, he was an executive director and the company secretary of Zhaobangji Properties Holdings Limited (a company listed on the main board of the Stock Exchange, stock code: 1660). Mr. Cai Chun Fai obtained the degree of Bachelor of Arts in Accountancy from the Hong Kong Polytechnic University in 2003, and is a member of the Hong Kong Institute of Certified Public Accountants. Mr. Cai Chun Fai has over ten years’ experience in auditing, accounting and financial management.

Mr. Cai Chun Fai was a director of Acton Idea Marketing Services Limited, a company incorporated under the laws of Hong Kong and engaged in the business of provisions of marketing services, which was dissolved by striking off on 13 February 2009 after it ceased its operation in 2004. Mr. Cai Chun Fai confirms that Acton Idea Marketing Services Limited had no external creditor when it was struck off and that there was no wrongful act on his part leading to the above dissolution. To the knowledge of Mr. Cai Chun Fai, no actual or potential claim has been or will be made against him as a result of such dissolution by way of striking off.

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APPENDIX II

BIOGRAPHIES OF THE CANDIDATE FOR SUPERVISOR

Ms. Yang Hui (楊慧) , aged 50, served as the accounting supervisor of Hunan Bureau of CAAC (民航湖南省局) from July 1992 to May 1994; from May 1994 to September 2006, she served as the financial manager of Zhuhai Airport Group Company (珠海機場集團公司); from September 2006 to October 2007, she served as the chief of asset finance division of the financial department of Hong Kong-Zhuhai Airport Management Co., Ltd (珠海市珠港機場管理有限公司), mainly responsible for the management of fixed assets and funds of the Hong Kong Airport Authority in Zhuhai; from October 2007 to October 2010, she served as a senior manager of Guangdong Zhongtuo Zhengtai Accounting Firm Co., Ltd (廣東中拓正泰會計事務所有限公司), mainly responsible for the department’s audit projects, tax projects arrangement and review and communication; from October 2010 to March 2014, she served as the deputy director of Zhuhai Branch of Zhonghuan Haihua Certified Public Accountants Firm (眾環海華會計師事務所珠海分所), mainly responsible for the department’s audit projects, tax projects arrangement and review and communication; since March 2014, she has been the financial manager of the financial fund department of MCC-Huafa Integrated Pipe Network Co., Ltd. (中冶華發公共綜合管廊有限公司); since January 2019, she has been the deputy general manager of finance of urban operational platform of Zhuhai Huafa and the chief financial officer of the financial department of Regional Company (區域公司), mainly responsible for the implementation and improvement of financial management system, financial system and fund management; since April 2020, she has been the senior financial manager of the financial management department of Zhuhai Huajian Joint Investment Holding Co., Ltd (珠海華建聯合投資控股有限公司).

Ms. Yang Hui obtained a bachelor’s degree in accounting from China Central Radio & TV University (中央廣播電視大學) (currently known as the Open University of China) in January 2013.

– 16 –

REVISED NOTICE OF ANNUAL GENERAL MEETING

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)

REVISED NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2020

REVISED NOTICE IS HEREBY GIVEN that the annual general meeting for the year 2020 (the “ AGM ”) of Beijing Digital Telecom Co., Ltd. (the “ Company ”) will be held at 4/F, C Yi’an Business Building, 18 Building Yi’an Jiayuan, Beiwa West, Haidian District, Beijing, the PRC on Wednesday, 30 June 2021 at 2:00 p.m. to consider and, if thought fit, to pass the following resolutions:

AS ORDINARY RESOLUTIONS

to consider and approve the annual report of the Company for the year 2020;
to consider and approve the report of the board of directors of the Company for the year 2020;
to consider and approve the report of the board of supervisors of the Company for the year 2020;
to consider and approve the annual financial report of the Company for the year 2020;
to consider and approve the profit distribution plan of the Company for the year 2020;
to consider and approve the re-appointment of Ernst & Young as the Company’s external auditor for the year 2021;
to consider and approve the appointment of new directors:
7.1 to consider and approve the appointment of Ms. Xu Liping as the executive director;
7.2 to consider and approve the appointment of Ms. Xu Jili as the non-executive director;

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REVISED NOTICE OF ANNUAL GENERAL MEETING

7.3 to consider and approve the appointment of Mr. Li Guangning as the non-executive director;
7.4 to consider and approve the appointment of Ms. Guo Jin as the non-executive director;
7.5 to consider and approve the appointment of Mr. Gao Dali as the non-executive director;
7.6 to consider and approve the appointment of Mr. Cai Chun Fai as the independent non-executive director;
to consider and approve the appointment of Ms. Yang Hui as the shareholder supervisor;
to consider and approve the confirmation of the remuneration of certain new directors;
to consider and approve the authorization to the board of directors to determine the remuneration of new independent non-executive director; and
to consider and approve the confirmation of the remuneration of new supervisor.

AS SPECIAL RESOLUTION

“ That :
i. Subject to the conditions set out below, the board of directors of the Company be hereby granted 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 and/or H shares of the Company) and to make or grant offers, agreements or options in respect of the above:
- a. such mandate shall not extend beyond the Relevant Period (as defined below), other than in the case of the making or granting of offers, agreements or options by the board of directors of the Company during the Relevant Period which might require the performance or exercise of such powers after the close of the Relevant Period;
- b. the aggregate number of domestic shares and H shares authorised to be allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the board of directors of the Company,

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REVISED NOTICE OF ANNUAL GENERAL MEETING

otherwise than pursuant to (i) a Rights Issue (as defined below) or (ii) any option scheme or similar arrangement from time to time being adopted for the grant or issue to directors, supervisors, senior management and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company approved by the board of directors of the Company, shall not exceed 20% of the aggregate number of each of the domestic shares and H shares of the Company in issue as at the date on which this resolution is passed at the general meeting; and

c. The board of directors of the Company will only exercise the above authority in compliance with the Company Law of the People’s Republic of China (as amended from time to time) and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) and with the necessary approvals of the China Securities Regulatory Commission and/or other relevant PRC government authorities;
ii. For the purpose of this resolution:

“Relevant Period” means the period from the date of the passing of this resolution at the general meeting until the earliest of:

a. the conclusion of the next annual general meeting of the Company following the passing of this resolution;
b. the expiration of a 12-month period following the passing of this resolution; or
c. the revocation or variation of the authority given to the board of directors of the Company under this resolution by the passing of a special resolution of the Company at a general meeting; and

“Rights Issue” means an offer to all shareholders of the Company (except any shareholders to which the making of such offers by the Company is not permitted under the laws of the jurisdictions where they reside) and, as appropriate, holders of other equity securities of the Company who are qualified for such offers, for the allotment and issue of shares or other securities in the Company which will or might require the allotment and issue of shares in proportion to their existing holdings of such shares or other equity securities (subject to the exclusion of fractional entitlements);

– 19 –

REVISED NOTICE OF ANNUAL GENERAL MEETING

iii. Where the board of directors of the Company resolves to issue shares (including securities convertible into domestic shares and/or H shares of the Company) pursuant to paragraph (1) of this resolution, the board of directors of the Company be hereby authorised to approve and execute all documents and agreements and do all things or to procure the execution of such documents and agreements and the doing of such things necessary in their opinion for the issue (including but not limited to determining the time and place for issue, class and number of new shares to be issued, the pricing method and/or issue prices (including price ranges) of the shares, submitting all necessary applications to relevant authorities, entering into underwriting agreements (or any other agreements), determining the use of proceeds, and fulfilling filing and registration requirements of the PRC, Hong Kong and other relevant authorities, including but not limited to registration with relevant PRC authorities of the increase in registered share capital as a result of the issue of shares pursuant to paragraph (1) of this resolution); and
iv. The board of directors of the Company be hereby authorised to amend the Articles of Association of the Company as they deem necessary to increase the registered share capital of the Company and to reflect the new capital structure of the Company following the allotment and issue of shares of the Company contemplated in paragraph (1) of this resolution.”

By order of the board of directors Beijing Digital Telecom Co., Ltd. LIU Donghai Chairman

Beijing, the PRC 10 June 2021

Notes:

Holders of the Company’s H shares (“ H Shares ”) and domestic shares (“ Domestic Shares ”) whose names appear on the register of members of the Company on Wednesday, 30 June 2021 are entitled to attend and vote at the AGM. The register of members of the Company will be closed from Monday, 31 May 2021 to Wednesday, 30 June 2021 (both days inclusive), during which time no transfer of H Shares will be effected. In order to be eligible to attend and vote at the AGM, any holders of H Shares whose transfers have not been registered must deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 28 May 2021.
Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote at the meeting on his behalf. A proxy needs not be a shareholder of the Company.

– 20 –

REVISED NOTICE OF ANNUAL GENERAL MEETING

A proxy shall be appointed by an instrument in writing (including the revised proxy form). Such instrument shall be signed by the appointer or his attorney duly authorised in writing. If the appointer is a legal person, then the instrument shall be signed under a legal person’s seal or signed by its director or an attorney duly authorised in writing. The instrument appointing the proxy shall be deposited at the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for holders of H Shares; or at the registered office of the Company for holders of Domestic Shares not less than 24 hours before the time appointed for the holding of the AGM (i.e. before 2:00 p.m. on Tuesday, 29 June 2021) or any adjournment thereof (as the case may be). If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarised. The notarised power of attorney or other document of authority shall be deposited together and at the same time with the instrument appointing the proxy at the Company’s H Share registrar or the registered office of the Company (as may be applicable).
If a Shareholder has not yet returned the original proxy form which was dispatched by the Company to its Shareholders on 1 June 2021 (the “ Original Proxy Form ”) in accordance with the instructions printed thereon, and wishes to appoint a proxy to attend the AGM on his/her behalf, he/she is required to submit the revised proxy form. In this case, the Shareholder shall not submit the Original Proxy Form.
If a Shareholder has already returned the Original Proxy Form in accordance with the instructions printed thereon, he/she should note that:
a) If no revised proxy form is returned by the Shareholder, the Original Proxy Form, if duly completed, shall treated as a valid proxy form lodged by the Shareholder. The proxy appointed under the Original Proxy Form shall also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put forward at the AGM, including the proposed resolutions as set out in this revised notice of the AGM.
b) If the revised proxy form is returned by the Shareholder at or before 2:00 p.m. on Tuesday, 29 June 2021, the revised proxy form, if duly completed, shall be treated as a valid proxy form lodged by the Shareholder.
c) If the revised proxy form is returned by the Shareholder after the closing time as set out in this revised notice of the AGM, the revised proxy form shall be deemed invalid. It shall not revoke the Original Proxy Form previously lodged by the Shareholder. The Original Proxy Form, if duly completed, shall be treated as a valid proxy form lodged by the Shareholder. The proxy appointed under the Original Proxy Form shall also be entitled to vote in accordance with the instructions previously given by the shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put forward at the AGM (including the proposed resolutions as set out in this revised notice of the AGM).
Shareholders should note that completion and return of the revised proxy form shall not preclude a shareholder of the Company from attending in person and voting at the AGM or any adjournment thereof.
Shareholders or their proxies are required to produce their identification documents when attending the AGM.

– 21 –

REVISED NOTICE OF ANNUAL GENERAL MEETING

Miscellaneous
i. It is expected that the AGM will last for half a day. All attending shareholders shall arrange for their transportation and accommodation and shall bear all their own expenses in connection with their attendance.
ii. The address of the registered office of the Company:

4/F, C Yi’an Business Building 18 Building Yi’an Jiayuan Beiwa West Haidian District, Beijing the PRC

Tel: (010) 6873 3818 Fax: (010) 6873 3816

Contact Person: Ms. Li Dongmei

iii. The address of the Company’s H Share registrar:

Computershare Hong Kong Investor Services Limited

Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (For lodging share transfers)

17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (For deposit of the revised proxy form)

Tel: (852) 2862 8555 Fax: (852) 2865 0990

– 22 –

AI assistant

Beijing Digital Telecom Co., Ltd. AGM Information 2021

50994_rns_2021-06-09_cdd6a4f2-6124-45b6-8ca8-1f4a8c968599.pdf

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

DEFINITIONS

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

INTRODUCTION

(i) ANNUAL REPORT FOR THE YEAR 2020

(ii) REPORT OF THE BOARD FOR THE YEAR 2020

(iii) REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2020

(iv) ANNUAL FINANCIAL REPORT FOR THE YEAR 2020

(v) PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020

(vi) RE-APPOINTMENT OF EXTERNAL AUDITOR FOR THE YEAR 2021

(vii) PROPOSED APPOINTMENT OF DIRECTORS

(viii) PROPOSED APPOINTMENT OF SUPERVISOR

(ix) CONFIRMATION OF THE REMUNERATION OF CERTAIN NEW DIRECTORS

(x) AUTHORIZATION TO THE BOARD TO DETERMINE THE REMUNERATION OF NEW INDEPENDENT NON-EXECUTIVE DIRECTOR

(xi) CONFIRMATION OF THE REMUNERATION OF NEW SUPERVISOR

(xii) GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND/OR H SHARES

2020 ANNUAL GENERAL MEETING

LISTING RULES REQUIREMENT

RECOMMENDATION

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

(Stock Code: 6188)

REVISED NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2020

AS ORDINARY RESOLUTIONS

AS SPECIAL RESOLUTION

REVISED NOTICE OF ANNUAL GENERAL MEETING

AI assistant

Beijing Digital Telecom Co., Ltd. — AGM Information 2021

50994_rns_2021-06-09_cdd6a4f2-6124-45b6-8ca8-1f4a8c968599.pdf

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

DEFINITIONS

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

INTRODUCTION

(i) ANNUAL REPORT FOR THE YEAR 2020

(ii) REPORT OF THE BOARD FOR THE YEAR 2020

(iii) REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2020

(iv) ANNUAL FINANCIAL REPORT FOR THE YEAR 2020

(v) PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020

(vi) RE-APPOINTMENT OF EXTERNAL AUDITOR FOR THE YEAR 2021

(vii) PROPOSED APPOINTMENT OF DIRECTORS

(viii) PROPOSED APPOINTMENT OF SUPERVISOR

(ix) CONFIRMATION OF THE REMUNERATION OF CERTAIN NEW DIRECTORS

(x) AUTHORIZATION TO THE BOARD TO DETERMINE THE REMUNERATION OF NEW INDEPENDENT NON-EXECUTIVE DIRECTOR

(xi) CONFIRMATION OF THE REMUNERATION OF NEW SUPERVISOR

(xii) GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND/OR H SHARES

2020 ANNUAL GENERAL MEETING

LISTING RULES REQUIREMENT

RECOMMENDATION

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

(Stock Code: 6188)

REVISED NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2020

AS ORDINARY RESOLUTIONS

AS SPECIAL RESOLUTION

REVISED NOTICE OF ANNUAL GENERAL MEETING

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Beijing Digital Telecom Co., Ltd. AGM Information 2021