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

Jun 14, 2017

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)

THE GRANT TO THE BOARD OF DIRECTORS BY THE GENERAL MEETING TO DISPOSE THE BANK CREDIT AND GUARANTEE ISSUES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A 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 6 to 8 of this circular.

A reply slip and a form of proxy for use at the EGM are 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 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 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 thereon on or before Saturday, 8 July 2017.

15 June 2017

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5

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DEFINITIONS

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

• “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);

• “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;

• “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;

• “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 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; 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: Mr. Liu Donghai (Chairman) Mr. Liu Yajun Mr. Liu Songshan Ms. Liu Wencui Ms. Liu Hua

Non-executive Director: Mr. Qi Xiangdong

Independent non-executive Directors: Mr. Lv Tingjie Mr. Bian Yongzhuang Mr. Vincent Man Choi, Li

Registered Office: No. 101, 4/F, C Yi’an Business Building 18 Building Yi’an Jiayuan Beiwa West Haidian District Beijing PRC

Principal Place of Business in Hong Kong: 36/F, Tower Two Times Square 1 Matheson Street, Causeway Bay Hong Kong

15 June 2017

To the Shareholders

Dear Sir or Madam,

THE GRANT TO THE BOARD OF DIRECTORS BY THE GENERAL MEETING TO DISPOSE THE BANK CREDIT AND GUARANTEE ISSUES AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you a notice of the EGM, which is set out on pages 5 to 7 of this circular and to provide you with information reasonably necessary to enable you to consider and vote for or against the resolution to be proposed at the EGM as described below.

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LETTER FROM THE BOARD OF DIRECTORS

At the EGM, the ordinary resolution will be proposed to (inter alia) : (i) consider and approve the grant to the board of directors by the general meeting to dispose the bank credit and guarantee issues.

(i) THE GRANT TO THE BOARD OF DIRECTORS BY THE GENERAL MEETING TO DISPOSE THE BANK CREDIT AND GUARANTEE ISSUES

In view of the Company’s need for business development, the Company and the subsidiaries of the Company will continue to apply for bank credit, which will be guaranteed by the Company and/or the subsidiaries of the Company. In order to dispose such credit and guarantee issues in a timely and highly-efficient manner, the board of directors intends to propose the grant to the board of directors by the general meeting to dispose in its absolute discretion the application for bank credit and guarantee issues by the Company and the subsidiaries of the Company, particulars of which are as follows:

1. The grant to the board of directors by the general meeting to decide on:

2. 1) the application for credit facilities to relevant domestic and overseas banks and the disposal of specific borrowings issues by the Company.

3. 2) the provision of guarantee by the Company to the credit facilities applied from the banks by the Company or the subsidiaries of the Company, or that the subsidiaries of the Company provides guarantee to the credit facilities applied from the banks by the Company or the subsidiaries of the Company.

4. Duration of the grant:

The grant will be effective in a long term from the date of the passing of the grant by the extraordinary general meeting.

THE FIRST EXTRAORDINARY GENERAL MEETING IN 2017

A 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 5 to 7 of this 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 reply slip and a form of proxy for use at the EGM are 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 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 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 thereon on or before Saturday, 8 July 2017.

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 proposal 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 resolution to be proposed at the EGM as set out in the notice of the EGM.

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

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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)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2017

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 resolution:

AS ORDINARY RESOLUTION

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

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

Hong Kong 13 June 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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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 accompanying the notice of the EGM 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, the 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 circular in respect to the first extraordinary general meeting in 2017 of the Company, which will be despatched to shareholders.

3. A proxy shall be appointed by an instrument in writing (including the 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 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. Shareholders or their proxies are required to produce their identification documents when attending the EGM.

5. Miscellaneous

6. 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.

7. 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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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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