Beijing Digital Telecom Co., Ltd. — Capital/Financing Update 2020

Jan 8, 2020

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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)

COMPLETION OF ISSUE OF NEW H SHARES UNDER GENERAL MANDATE AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The board of directors (the “ Board ”) of Beijing Digital Telecom Co., Ltd. (the “ Company ”) is pleased to announce, all precedent conditions of the Subscription set out in the Subscription Agreement have been satisfied, and Completion of the Subscription took place on 8 January 2020 under the terms and conditions of the Subscription Agreement. The Company has issued 65,793,400 Subscription Shares in aggregate at HK$3.25 per Subscription Share to the Subscriber.

Reference is made to the announcement of the Company dated 26 July 2019 (the “ Announcement ”) in relation to issue of 65,793,400 new H Shares under General Mandate. Unless the context otherwise requires, the capitalised terms herein shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE SUBSCRIPTION

The Board is pleased to announce that all precedent conditions (including the approval from the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Subscription Shares) of the Subscription set out in the Subscription Agreement have been satisfied, and Completion of the Subscription took place on 8 January 2020 under the terms and conditions of the Subscription Agreement.

The Company has issued 65,793,400 Subscription Shares in aggregate at HK$3.25 per Subscription Share to the Subscriber on 8 January 2020, representing approximately 16.67% and 8.98% of the total number of issued H Shares and the total number of issued Shares of the Company as enlarged by the issue of the Subscription Shares, respectively.

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The gross proceeds from the Subscription are HK$213,828,550. After deducting expenses of the Subscription payable by the Company, the net proceeds from the Subscription are approximately HK$211,766,049.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company immediately after Completion of the Subscription on the Completion Date:

	ximately HK$211,766,049.	ximately HK$211,766,049.	ximately HK$211,766,049.
	CT ON SHAREHOLDING STRUCTURE OF THE Cut below is the shareholding structure of the Company iubscription on the Completion Date:			OMPANYmmediately after Completion of
Domestic ShareholdersH Shareholders– Digital China GroupCo., Ltd.(2)– The Subscriber– Other public ShareholdersTotalNotes:		Immediately beforeCompletion of the SubscriptionAit		ImmediatCompletion of th	el after
					ye SubscriptionAit
			pproxmaepercentage ofthe Company’s		pproxmaepercentage ofthe Company’s
	stic Shareholdersreholderstal China Groupo., Ltd.(2)Subscriber	Number ofShares337,700,000158,350,000–	issued sharecapital50.65%23.75%–	Number ofShares337,700,000158,350,00065,793,400	issued sharecapital46.10%
					21.62%8.98%
		170,617,000666,667,000	25.60%100.00%	170,617,000732,460,400	23.29%
					100.00%

1. The above number of Shares and percentages have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

2. Digital China Group Co., Ltd., a Substantial Shareholder of the Company, indirectly holds 158,350,000 H Shares of the Company through Digital China (China) Limited and Digital China (HK) Limited, its wholly-owned subsidiaries.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is also made to the circular of the Company dated 18 April 2019 in relation to General Mandate and the announcement of the Company dated 5 June 2019 in relation to the poll voting results of the 2018 AGM. According to the 2018 AGM, the Board was authorized to make amendments that it thought fit to the Articles of Association to increase the Company’s registered capital and reflect the Company’s new shareholding structure after the Subscription.

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As the Completion of the Subscription took place on 8 January 2020, the Company has amended the relevant articles of the Articles of Association accordingly. Details of the amendments to the Articles of Association are as follows:

(1) Article 20 of the Articles of Association, which originally read as:

“The Company has issued 166,667,000 H shares in total, and 162,300,000 shares of the Company, in aggregate, held by the Company’s overseas shareholders, namely 3i Infocomm Limited, CDH Mobile (HK) Limited and Crown Flame Investment Limited, have been converted into H shares. Therefore, upon completion of such issuance, the total number of ordinary shares issued by the Company is 666,667,000 shares, comprising 337,700,000 domestic shares and 328,967,000 H shares. The following is the shareholding structure of the Company:

No.Shareholders1Digital Science & Technology Group Limited2Beijing Di Er Tong Consulting Company Limited3Chengmai Dixin Changqing Investment Centre(Limited Partnership)4Beijing Rong Feng Tai Management andConsulting Company Limited5H shareholdersTotal	Number ofshares held211,400,000101,300,00017,500,0007,500,000328,967,000666,667,000	Percentage ofshareholding31.71%15.20%2.62%1.12%49.35%100% ”

is now amended to:

“The total number of ordinary shares issued by the Company is 732,460,400 shares, comprising 337,700,000 domestic shares and 394,760,400 H shares. The following is the shareholding structure of the Company:

No.Shareholders1Digital Science & Technology Group Limited2Beijing Di Er Tong Consulting Company Limited3Chengmai Dixin Changqing Investment Centre(Limited Partnership)4Beijing Rong Feng Tai Management andConsulting Company Limited5H shareholdersTotal	Number ofshares held211,400,000101,300,00017,500,0007,500,000394,760,400732,460,400	Percentage ofshareholding28.86%13.83%2.39%1.02%53.90%100% ”

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(2) Article 23 of the Articles of Association, which originally read as:

“The registered capital of the Company is RMB666,667,000.”

is now amended to:

• “The registered capital of the Company is RMB732,460,400.”

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

Beijing, the PRC 8 January 2020

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 nonexecutive directors of the Company are Mr. QI Xiangdong and Ms. XIN Xin; and the independent non-executive directors of the Company are Mr. LV Tingjie, Mr. LV Pingbo and Mr. ZHANG Senquan.

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