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Beijing Digital Telecom Co., Ltd. — Proxy Solicitation & Information Statement 2019
Jan 31, 2019
50994_rns_2019-01-31_cd4159be-920f-4059-a82d-7ab7e372a674.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
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 2019
NOTICE IS HEREBY GIVEN that the first extraordinary general meeting in 2019 (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 Monday, 18 March 2019 at 2:00 p.m. to consider and, if thought fit, to pass the following resolutions:
SPECIAL RESOLUTIONS
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(1) To consider and approve the resolution on conformity to the conditions for non-public issuance of corporate bonds of the Company;
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(2) To consider and approve the resolution on the plan for non-public issuance of corporate bonds of the Company;
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(3) To consider and approve the resolution on authorisation to the board of directors and its authorized persons to deal with, in their absolute discretion, relevant matters in relation to the non-public issuance of corporate bonds;
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(4) To consider and approve the resolution on conformity to the conditions for public issuance of corporate bonds of the Company;
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(5) To consider and approve the resolution on the plan for public issuance of corporate bonds of the Company; and
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- (6) To consider and approve the resolution on authorisation to the board of directors and its authorized persons to deal with, in their absolute discretion, relevant matters in relation to the public issuance of corporate bonds.
By order of the board of directors of Beijing Digital Telecom Co., Ltd. Liu Donghai Chairman
Beijing, the PRC 31 January 2019
Notes:
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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 Monday, 18 March 2019 are entitled to attend and vote at the EGM. The register of members of the Company will be closed from Saturday, 16 February 2019 to Monday, 18 March 2019 (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 Friday, 15 February 2019.
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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 Tuesday, 26 February 2019, or to the address of the company secretary of the Company (the “ Company Secretary ”), applicable for the holders of Domestic Shares on or before Tuesday, 26 February 2019 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.
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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 2019 of the Company, which will be despatched to shareholders.
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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 Sunday, 17 March 2019) 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).
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Shareholders or their proxies are required to produce their identification documents when attending the EGM.
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6. Miscellaneous
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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.
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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) 6873 3818 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
As at the date of this notice, 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. XIN Xin; and the independent non-executive directors of the Company are Mr. LV Tingjie, Mr. BIAN Yongzhuang and Mr. ZHANG Senquan.
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