Beijing Digital Telecom Co., Ltd. — Board/Management Information 2021

Sep 10, 2021

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.

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

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

(Stock Code: 6188)

POLL VOTING RESULTS OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2021 HELD ON 10 SEPTEMBER 2021 AND CHANGE OF DIRECTORS AND ADJUSTMENTS TO MEMBERS OF COMMITTEES UNDER THE BOARD

The board of directors (the “ Board ”) of Beijing Digital Telecom Co., Ltd. (the “ Company ”) is pleased to announce that the first extraordinary general meeting in 2021 of the Company (the “ EGM ”) was held on Friday, 10 September 2021. Save as the proposed ordinary resolutions numbered 1 and 2 as set out in the notice of the EGM dated 24 August 2021 (the “ Notice ”), which have been withdrawn as disclosed in the announcement of the Company dated 31 August 2021, all resolutions proposed at the EGM were duly passed by the shareholders of the Company (the “ Shareholders ”) by way of poll.

References are made to the announcements of the Company dated 16 August 2021 and 31 August 2021 (the “ Announcements ”), the circular of the Company dated 24 August 2021 (the “ Circular ”) and the Notice. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Circular and Announcements unless otherwise indicated.

I. POLL RESULTS OF THE EGM

The Board is pleased to announce that the EGM was held at 2:00 p.m. on Friday, 10 September 2021 at 46th Floor, South Tower, Lize SOHO, Building 1, No. 20, Lize Road, Lize Financial Business District, Fengtai District, Beijing, the PRC.

The EGM was convened in compliance with the laws and regulations of the PRC, including the Company Law of the PRC, and the requirements of the Articles of Association.

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The resolutions at the EGM were put to vote by way of a poll. The voting results in respect of the proposed resolutions at the EGM are as follows:

	Ordinary Resolutions	Number of votes & percentage of the total voting shares at the EGM (%)	Number of votes & percentage of the total voting shares at the EGM (%)	Number of votes & percentage of the total voting shares at the EGM (%)
		For	Against	Abstain*
1.	To consider and approve the deposit services under the Financial Services Agreement and its proposed annual cap
	The resolution was withdrawn by the Company. dated 31 August 2021 for details.	Please refer to the announcement of the Company
2.	To consider and approve the transactions c o n t e m p l a t e d u n d e r t h e E l e c t r o n i c Communication Product Purchase and Sales Framework Agreement and its proposed annual cap
	The resolution was withdrawn by the Company. dated 31 August 2021 for details.	Please refer to the announcement of the Company
3.	To consider and approve the appointment of the non-executive Directors of the Company:
	3.1 To consider and approve the appointment of Mr. Xie Hui (謝輝) as a non-executive Director of the Company	664,757,912 shares (100.00%)	0 shares (0.00%)	0 shares (0.00%)
	As more than half of the votes were cast in favour an ordinary resolution.	of this resolution, the resolution was duly passed as
	3.2 To consider and approve the appointment of Mr. Jia Zhaojie (賈召傑) as a non- executive Director of the Company	664,757,912 shares (100.00%)	0 shares (0.00%)	0 shares (0.00%)
	As more than half of the votes were cast in favour an ordinary resolution.	of this resolution, the resolution was duly passed as
	3.3 To consider and approve the appointment of Ms. Pan Anran (潘安然) as a non- executive Director of the Company	664,757,912 shares (100.00%)	0 shares (0.00%)	0 shares (0.00%)
	As more than half of the votes were cast in favour an ordinary resolution.	of this resolution, the resolution was duly passed as

• Abstain vote or waiver to vote shall be regarded as voting rights for the purpose of calculating the result of that resolution.

As at the date of the EGM, the total number of issued Shares of the Company was 732,460,400 shares.

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Computershare Hong Kong Investor Services Limited, the Company’s H share registrar, acted as the scrutineer in respect of the voting at the EGM, and performed the calculation to obtain the above poll voting results based on the completed and signed poll voting forms collected by the Company.

Ordinary Resolutions

The proposed ordinary resolutions numbered 1 and 2 as set out in the Notice have been withdrawn and not voted upon as disclosed in the announcement of the Company dated 31 August 2021.

The total number of Shares entitling the Shareholders to attend and vote for or against the ordinary resolutions numbered 3.1, 3.2 and 3.3 as set out in the Notice at the EGM was 732,460,400 Shares, representing 100% of the total issued Shares of the Company. There were no restrictions on any Shareholder casting votes on the above ordinary resolutions at the EGM. Neither are Shareholders entitled to vote only against or required to abstain from voting in respect of the above ordinary resolutions proposed at the EGM under the Listing Rules, nor have any Shareholders expressed in the Circular that they will vote against or abstain themselves from voting regarding the above ordinary resolutions proposed at the EGM. The Shareholders, holding in aggregate 664,757,912 Shares, representing approximately 90.76% of the issued Shares of the Company, were present in person or by proxy at the EGM.

II. CHANGE OF DIRECTORS

Upon the conclusion of the EGM, Mr. Li Guangning, Ms. Guo Jin and Mr. Gao Dali have resigned as non-executive Directors. The resignations of the above Directors take effect from 10 September 2021.

Mr. Li Guangning, Ms. Guo Jin and Mr. Gao Dali have respectively confirmed that he/she has no disagreement with the Board and no other matters concerning his/ her resignation are needed to be brought to the attention of the Hong Kong Stock Exchange and 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 would like to take this opportunity to express its sincere gratitude to Mr. Li Guangning, Ms. Guo Jin and Mr. Gao Dali for their valuable contributions to the Company during their terms of office.

Upon the approval by the Shareholders at the EGM, the Board is pleased to announce that Mr. Xie Hui, Mr. Jia Zhaojie and Ms. Pan Anran have been appointed as nonexecutive Directors with effect from 10 September 2021. Their terms of office will end at the expiry of the term of office of the fourth session of the Board.

Upon approval, Mr. Xie Hui, Mr. Jia Zhaojie and Ms. Pan Anran will enter into a service agreement with the Company, respectively, which will come into effect from 10 September 2021 until the expiry of the term of office of the fourth session of the Board. As non-executive Directors respectively, Mr. Xie Hui, Mr. Jia Zhaojie and Ms. Pan Anran are not entitled to receive remuneration or allowance from the Company.

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The biographical details of the newly appointed Directors above are set out in the Circular. As at the date of this announcement, such biographical details remain unchanged.

III. ADJUSTMENTS OF THE MEMBERS OF THE COMMITTEES UNDER THE FOURTH SESSION OF THE BOARD OF THE COMPANY

Upon the conclusion of the EGM:

• (1) Mr. Li Guangning has resigned as a member of the Strategy Committee;

• (2) Ms. Guo Jin has resigned as a member of the Strategy Committee; and

• (3) Mr. Gao Dali has resigned as a member of the Audit Committee.

In view of the resignation of the above Directors and appointment of the new Directors, the Company proposed to adjust the members of the committees under the fourth session of the Board of the Company. The Board announced that the details of the members of committees under the fourth session of the Board of the Company after adjustments are as follows:

Audit Committee

Chairman: Mr. Cai Chun Fai Members: Mr. Lv Tingjie and Ms. Pan Anran

Nomination Committee

Chairwoman: Ms. Xu Jili Members: Mr. Lv Pingbo and Mr. Cai Chun Fai

Remuneration and Assessment Committee

Chairman: Mr. Cai Chun Fai Members: Mr. Lv Pingbo and Ms. Xu Liping

Strategy Committee Chairwoman: Ms. Xu Jili Members: Mr. Xie Hui, Mr. Jia Zhaojie, Mr. Liu Donghai and Ms. Xu Liping

By order of the Board Beijing Digital Telecom Co., Ltd. XU Jili Chairwoman

Beijing, the PRC 10 September 2021

As at the date of this announcement, the executive Directors are Ms. XU Jili, Ms. XU Liping and Mr. LIU Donghai; the non-executive Directors are Mr. XIE Hui, Mr. JIA Zhaojie and Ms. PAN Anran; and the independent non-executive Directors are Mr. LV Tingjie, Mr. LV Pingbo and Mr. CAI Chun Fai.

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