Beijing Digital Telecom Co., Ltd. — Board/Management Information 2018

Apr 12, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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 People’s Republic of China with limited liability)

(Stock Code: 6188)

PROPOSED CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board of directors (the “ Board ”) of Beijing Digital Telecom Co., Ltd. (the “ Company ”) announces that Mr. Vincent Man Choi, Li has submitted his resignation as independent non-executive director, chairman of Audit Committee and a member of Remuneration and Assessment Committee of the Company due to personal development reason effective upon the conclusion of the 2017 annual general meeting of the Company (the “ AGM ”). Given that the resignation of Mr. Vincent Man Choi, Li from the aforesaid positions will cause: (1) non-compliance with relevant provisions under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the articles of association of the Company (the “ Articles of Association ”) relating to the number of independent non-executive directors; (2) non-compliance with the requirements under the Listing Rules, the Articles of Association and relevant rules of meeting procedures of the Company relating to the number and composition of the members of the Audit Committee of the Company; and (3) non-compliance with the requirements under relevant rules of meeting procedures of the Company relating to the number and composition of the members of the Remuneration and Assessment Committee of the Company, in order to ensure that the operation of the Board is in compliance with the Articles of Association and relevant regulations, Mr. Vincent Man Choi, Li will continue to perform his duties and functions as independent non-executive director, chairman of Audit Committee and a member of Remuneration and Assessment Committee of the Company before a new director is appointed at the AGM.

Mr. Vincent Man Choi, Li has confirmed that he has no disagreement with the Board and no matters concerning his resignation need to be brought to the attention of The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”) and the shareholders of the Company (the “ Shareholders ”). The Board has confirmed that there are no matters concerning Mr. Vincent Man Choi, Li’s resignation which are needed to be brought to the attention of the Shareholders.

The Board would like to take this opportunity to express its sincere gratitude to Mr. Vincent Man Choi, Li for his valuable contributions to the Company during his term of office.

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PROPOSED ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board proposed to elect Mr. Zhang Senquan as independent non-executive director of the Company and to replace Mr. Vincent Man Choi, Li as chairman of Audit Committee and a member of Remuneration and Assessment Committee of the Company. Mr. Zhang Senquan has confirmed that he has no disagreement on such nomination.

Mr. Zhang Senquan’s biography is set out as follows:

Mr. Zhang Senquan, aged 41, received his bachelor’s degree in economics from Fudan University in July 1999. He is a member of Hong Kong Institute of Certified Public Accountants, China Institute of Certified Public Accountants and American Institute of Certified Public Accountants, and has more than 10 years of experience in accounting and auditing. He worked at Ernst & Young, KPMG and Deloitte Touche Tohmatsu serving several positions from audit staff to audit partner from October 1999 to October 2012. Mr. Zhang Senquan currently is an independent non-executive director of Jiande International Holdings Limited, the shares of which are listed on the Hong Kong Stock Exchange (stock code: 865). In addition, for the past three years, Mr. Zhang Senquan was also an independent director of Topchoice Medical Investment Co. Inc., the shares of which are listed on the Shanghai Stock Exchange (stock code: 600763) from December 2014 to March 2017, an independent nonexecutive director of Casablanca Group Limited, the shares of which are listed on the Hong Kong Stock Exchange (stock code: 2223) from April 2015 to April 2018. Mr. Zhang Senquan also acted as the chief financial officer and joint company secretary of Huazhong In-Vehicle Holdings Company Limited, the shares of which are listed on the Hong Kong Stock Exchange (stock code: 6830) from May 2014 to July 2015, and is also serving as the managing director of Southwest Securities International Securities Limited, the shares of which are listed on the Hong Kong Stock Exchange (stock code: 812) since February 2016.

Mr. Zhang Senquan will perform his duties as independent non-executive director of the Company with effect from the date of the AGM on which the result of the election is approved and will replace Mr. Vincent Man Choi, Li as chairman of Audit Committee and a member of Remuneration and Assessment Committee of the Company. Mr. Zhang Senquan’s term of office will end at the expiry of the term of office of the third session of the Board.

In the event that Mr. Zhang Senquan is appointed as independent non-executive director of the Company at the AGM, he will enter into a service agreement with the Company. Mr. Zhang Senquan’s remuneration for his term of office will be determined by the Board as authorized by the general meeting in accordance with relevant provisions under the “Regulations for the Management of Remuneration of the Directors, Supervisors and Senior Management”.

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Save as disclosed above, Mr. Zhang Senquan has confirmed that he has not held any positions as directors or supervisors or has any major appointment or qualification in any other public companies, the securities of which are listed on any securities markets in Hong Kong or overseas, or held any positions in the Company or any other group’s companies for the past three years and does not have any relationship with any directors, supervisors, senior management, substantial or controlling shareholders of the Company. As at the date of this announcement, Mr. Zhang Senquan has confirmed that he does not have any interests within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of Hong Kong Laws) in the share capital of the Company.

In addition, there is no any other information relating to Mr. Zhang Senquan 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 relating to his appointment as independent non-executive director of the Company that needs to be brought to the attention of the Hong Kong Stock Exchange and the Shareholders.

GENERAL

The Company scheduled to hold the AGM on 7 June 2018. A circular setting out, among others, the particulars of the candidate of independent non-executive director together with the notice of the AGM will be sent to the Shareholders in due course.

By Order of the Board Beijing Digital Telecom Co., Ltd. LIU Donghai Chairman

Beijing, the PRC, 12 April 2018

As at the date of this announcement, the executive directors of the Company are Mr. LIU Donghai, Mr. LIU Yajun, Mr. LIU Songshan and Ms. LIU Wencui; the non-executive directors of the Company are Mr. QI Xiangdong and Ms. ZHANG Yunfei; and the independent nonexecutive directors of the Company are Mr. LV Tingjie, Mr. BIAN Yongzhuang and Mr. Vincent Man Choi, LI.

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