Beijing Digital Telecom Co., Ltd. — Proxy Solicitation & Information Statement 2017

Jul 12, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplementary 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 supplementary 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 supplementary 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 supplementary 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)

ELECTION OF NON-EXECUTIVE DIRECTOR AND REVISED NOTICE OF EXTRAORDINARY GENERAL MEETING

This supplementary circular should be read in conjunction with the original circular of the Company to our Shareholders dated 15 June 2017.

A revised notice of the EGM 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, 28 July 2017, at 2:00 p.m. is set out on pages 8 to 10 of this supplementary circular.

A revised form of proxy for use at the EGM 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 EGM, 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 EGM (i.e. before 2:00 p.m. on Thursday, 27 July 2017) or any adjournment thereof (as the case may be). Completion and return of the revised form of proxy will not preclude you from attending and voting in person at the EGM. Shareholders who intend to attend the meeting in person or by proxy should complete, sign and return the reply slip in accordance with the instructions printed on the reply slip for the first extraordinary general meeting in 2017 issued on 15 June 2017 on or before Saturday, 8 July 2017.

13 July 2017

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Revised Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . .		8

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DEFINITIONS

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

• “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;

• “Company” Beijing Digital Telecom Co., Ltd. (北京迪信通商貿股份 有限公司), a joint stock limited 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;

• “EGM” the first extraordinary general meeting in 2017 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, 28 July 2017, at 2:00 p.m. and any adjournment thereof (as the case may be);

• “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 Stock Exchange” The Stock Exchange of Hong Kong Limited;

• “Latest Practicable Date”

• 10 July 2017, being the latest practicable date prior to the printing of this supplementary circular for ascertaining certain information referred to in this supplementary circular;

• “Listing Rules”

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

• “PRC” or “China”

• the People’s Republic of China, excluding, for the purpose of this supplementary circular, the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and Taiwan;

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DEFINITIONS

“RMB”	Renminbi, the lawful currency of the PRC;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong); and
“Shareholder(s)”	the holders of the Company’s share(s).

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LETTER FROM THE BOARD OF DIRECTORS

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: Registered Office: Mr. Liu Donghai (Chairman) No. 101, 4/F, C Yi’an Business Building Mr. Liu Yajun 18 Building Yi’an Jiayuan Mr. Liu Songshan Beiwa West Ms. Liu Wencui Haidian District Ms. Liu Hua Beijing PRC

Non-executive Director: Mr. Qi Xiangdong Principal Place of Business in Hong Kong: 36/F, Tower Two Independent non-executive Directors: Times Square Mr. Lv Tingjie 1 Matheson Street, Causeway Bay Mr. Bian Yongzhuang Hong Kong Mr. Vincent Man Choi, Li

13 July 2017

To the Shareholders

Dear Sir or Madam,

ELECTION OF NON-EXECUTIVE DIRECTOR AND REVISED NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the original circular of the Company to our Shareholders dated 15 June 2017 (the “ Original Circular ”).

The purpose of this supplementary circular is to give you a revised notice of the EGM, which is set out on pages 8 to 10 of this supplementary circular, and to provide you with information reasonably necessary to enable you to consider and vote for or against the supplementary resolution to be proposed at the EGM as described below.

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LETTER FROM THE BOARD OF DIRECTORS

At the EGM, a supplementary ordinary resolution will be proposed to (inter alia) : (i) elect non-executive Director.

RESOLUTION ON THE ELECTION OF MS. ZHANG YUNFEI AS NON-EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 6 July 2017 (Thursday) relating to the proposed election of Ms. Zhang Yunfei as non-executive Director of the third session of the Board.

Ms. Liu Hua has submitted her resignation as executive Director and a member of Remuneration and Assessment Committee of the Company due to personal development reason. In the meantime, in accordance with relevant laws and regulations and the Articles of Association, the Board accepted the proposal from Digital China (HK) Limited, a Shareholder, who holds more than 3% of the interests in the Company, to elect Ms. Zhang Yunfei as non-executive Director of the third session of the Board and replace Ms. Liu Hua as a member of 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, Ms. Liu Hua will continue to perform her duties and functions as executive Director of the Company before a new Director is appointed at the EGM.

Ms. Liu Hua has confirmed that she has no disagreement with the Board and no matters concerning her resignation need to be brought to the attention of the Hong Kong Stock Exchange and the Shareholders. The Board has confirmed that there is no other matter relating to Ms. Liu Hua’s resignation that needs to be brought to the attention of the Shareholders. Ms. Zhang Yunfei has confirmed that she has no disagreement on the nomination.

Ms. Zhang Yunfei’s biography is set out as follows:

Ms. Zhang Yunfei, aged 43, graduated from Guanghua School of Management of Peking University in July 1995 with a bachelor’s degree in economic management. She graduated from China Europe International Business School in July 2009 with a master’s degree in business administration. From April 2000 to February 2016, Ms. Zhang Yunfei served as general manager in Jinan Digital China Limited (濟南神州數碼有限公司), deputy general manager in Digital China Technology Development Company Limited (神州數碼 科技發展有限公司), supervisor of Digital China (China) Limited (神州數碼（中國）有限公司) and Guangzhou Digital China Information Technology Co., Ltd. (廣州神州數碼信息科技有 限公司), financial manager of Digital China (China) Limited (神州數碼（中國）有限公司), Guangzhou Digital China Information Technology Co., Ltd. (廣州神州數碼信息科技有限公 司) and Shanghai Digital China Limited (上海神州數碼有限公司), and was responsible for overall financial management of the IT distribution companies under Digital China Holding Limited (00861.HK) (a company listed on the Hong Kong Stock Exchange). Since March 2016 and up to this date, Ms. Zhang Yunfei has been chief financial officer of Digital China Group Co., Ltd. (000034.SZ) (a company listed on Shenzhen Stock Exchange).

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LETTER FROM THE BOARD OF DIRECTORS

Ms. Zhang Yunfei will perform her duties as non-executive Director of the Company with effect from the date of the EGM on which the election is approved and will replace Ms. Liu Hua as a member of Remuneration and Assessment Committee of the Company. Ms. Zhang Yunfei’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 Ms. Zhang Yunfei is appointed as non-executive Director of the Company at the EGM, she will enter into a service agreement with the Company. Ms. Zhang Yunfei’s remuneration for her term of office will be determined in accordance with relevant provisions under the “Regulations for the Management of Remuneration of the Directors, Supervisors and Senior Management”.

Save as disclosed above, Ms. Zhang Yunfei has confirmed that she 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 Latest Practicable Date, Ms. Zhang Yunfei has confirmed that she does not have any interests within the meaning of Part XV of the SFO in the share capital of the Company.

In addition, there is no any other information relating to Ms. Zhang Yunfei 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 her appointment as non-executive Director of the Company that needs to be brought to the attention of the Hong Kong Stock Exchange and the Shareholders.

THE FIRST EXTRAORDINARY GENERAL MEETING IN 2017

A revised notice of the EGM 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, 28 July 2017 at 2:00 p.m. is set out on pages 8 to 10 of this supplementary circular. The resolution as set out in the Original Circular and the original notice of the EGM issued on 15 June 2017 remains unchanged.

As disclosed in the Original Circular, in order to determine the Shareholders who are entitled to attend the EGM, the Company’s register of H Shareholders will be closed from Wednesday, 28 June 2017 to Friday, 28 July 2017 (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 Friday, 28 July 2017 are entitled to attend the EGM. In order to determine the entitlement to attend the EGM, all transfer forms and share certificates must be lodged with the Company’s 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 Tuesday, 27 June 2017.

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LETTER FROM THE BOARD OF DIRECTORS

A revised form of proxy for use at the EGM 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 EGM, 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 EGM (i.e. before 2:00 p.m. on Thursday, 27 July 2017) or any adjournment thereof (as the case may be). Completion and return of the revised form of proxy will not preclude you from attending and voting in person at the EGM. Shareholders who intend to attend the meeting in person or by proxy should complete, sign and return the reply slip in accordance with the instructions printed on the reply slip for the first extraordinary general meeting in 2017 issued on 15 June 2017 on or before Saturday, 8 July 2017.

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

If a Shareholder has already returned the original proxy form which was dispatched by the Company to its Shareholders on 15 June 2017 (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 EGM, including the additional proposed resolutions as set out in the supplementary circular and the revised notice of the EGM.

• b) If the revised proxy form is returned by the Shareholder at or before 2:00 p.m. on Thursday, 27 July 2017, 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 EGM, 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 EGM (including the additional proposed resolutions as set out in the supplementary circular and the revised notice of the EGM).

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LETTER FROM THE BOARD OF DIRECTORS

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. The resolution at the EGM 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 (www.dixintong.com) respectively by the Company after the EGM in the manner prescribed under the Listing Rules.

RECOMMENDATION

The Board believes that the proposals mentioned above and in the Original Circular 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 EGM as set out in the revised notice of the EGM.

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

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REVISED NOTICE OF EXTRAORDINARY 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 THE FIRST EXTRAORDINARY GENERAL MEETING IN 2017

REVISED NOTICE IS HEREBY GIVEN that the first extraordinary general meeting in 2017 (the “ EGM ”) 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 Friday, 28 July 2017 at 2:00 p.m. to consider and, if thought fit, to pass the following resolutions:

AS ORDINARY RESOLUTIONS

• (1) to consider and approve the grant to the board of directors by the general meeting to dispose the bank credit and guarantee issues; and

• (2) to consider and approve the election of Ms. Zhang Yunfei as non-executive director of the Company.

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

Hong Kong 13 July 2017

Notes:

1. 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 Friday, 28 July 2017 are entitled to attend and vote at the EGM. The register of members of the Company will be closed from Wednesday, 28 June 2017 to Friday, 28 July 2017 (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 EGM, 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 Tuesday, 27 June 2017.

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REVISED NOTICE OF EXTRAORDINARY GENERAL MEETING

1. Shareholders who intend to attend the EGM in person or by proxy should complete and sign the reply slip for the first extraordinary general meeting in 2017 despatched on 15 June 2017 in accordance with the instructions printed thereon and return it to the Company’s H Share registrar at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, applicable for the holders of H Shares on or before Saturday, 8 July 2017, or to the address of the company secretary of the Company (the “ Company Secretary ”), applicable for the holders of Domestic Shares on or before Saturday, 8 July 2017 by hand, by post or by fax. Completion and return of the reply slip do not affect the right of a shareholder to attend the EGM. However, failure to return the reply slip may result in adjournment of the EGM, if the number of shares carrying right to vote represented by the shareholders proposing to attend the EGM by reply slip does not reach more than half of total number of shares of the Company carrying right to vote at the EGM.

2. Any Shareholder of the Company entitled to attend and vote at the EGM 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. Each Shareholder who wishes to appoint proxy should first review the Original Circular, which was despatched to the Shareholders on 15 June 2017.

3. 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 the 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 for holders of H Shares at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; or at the address of the Company Secretary for holders of Domestic Shares not less than 24 hours before the time appointed for the holding of the EGM (i.e. before 2:00 p.m. on Thursday, 27 July 2017) 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 address of the Company Secretary (as may be applicable).

4. If a Shareholder has not yet returned the original proxy form which was dispatched by the Company to its Shareholders on 15 June 2017 (the “ Original Proxy Form ”) in accordance with the instructions printed thereon, and wishes to appoint a proxy to attend the EGM 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.

5. If a Shareholder has already returned the Original Proxy Form in accordance with the instructions printed thereon, he/she should note that:

6. 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 EGM, including the additional proposed resolution as set out in this supplementary circular and this revised notice of the EGM.

7. b) If the revised proxy form is returned by the Shareholder at or before 2:00 p.m. on Thursday, 27 July 2017, the revised proxy form will be treated as a valid proxy form lodged by the Shareholder if duly completed.

8. c) If the revised proxy form is returned by the Shareholder after the closing time as set out in this revised notice of the EGM, 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 EGM (including the additional proposed resolutions as set out in this supplementary circular and this revised notice of the EGM).

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REVISED NOTICE OF EXTRAORDINARY GENERAL MEETING

1. Shareholders should note that completion and return of the revised proxy form shall not preclude a Shareholder of the Company from attending and voting in person at the EGM or any adjournment thereof or on the poll concerned.

2. Shareholders or their proxies are required to produce their identification documents when attending the EGM.

3. Miscellaneous

4. i. It is expected that the EGM 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.

5. ii. The address of the Company Secretary:

Company Secretary

4/F, C Yi’an Business Building

18 Building Yi’an Jiayuan Beiwa West Haidian District Beijing PRC

Tel: (010) 5846 6834 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 reply slip or proxy form)

Tel: (852) 2862 8555

Fax: (852) 2865 0990

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