Beijing Digital Telecom : CIRCULAR OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2020 AND THE FIRST H SHAREHOLDERS CLASS MEETING IN 2020

February 27, 2020 at 08:56 pm IST

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 advisers.

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, licensed securities dealer or other agents 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)

PROPOSED REVISION TO THE BUSINESS SCOPE OF THE COMPANY

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2020

AND

NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING

IN 2020

The EGM of the Company is to be held at 4/F, C Yi'an Business Building, 18 Building Yi'an Jiayuan, Beiwa West, Haidian District, Beijing, the PRC on Wednesday, 15 April 2020 at 2:00 p.m., with the H Shareholders Class Meeting to be held immediately after the EGM and the Domestic Shareholders Class Meeting (or any adjournment thereof). Notices of the EGM and the H Shareholders Class Meeting are set out on pages 8 to 10 and pages 11 to 13 of this circular, respectively.

The reply slips and forms of proxy for use at the EGM and the H Shareholders Class Meeting are enclosed herewith and are also published on 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 and/or the H Shareholders Class Meeting, you are requested to complete, sign and return the form(s) of proxy enclosed, in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM and/or the H Shareholders Class Meeting or any adjournment thereof (as the case may be). Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the EGM and/or the H Shareholders Class Meeting. Shareholders who intend to attend the EGM and/or the H Shareholders Class Meeting in person or by proxy should complete, sign and return the enclosed reply slip(s) in accordance with the instructions printed thereon on or before Thursday, 26 March 2020.

28 February 2020

CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of the First Extraordinary General Meeting in 2020 . . . . . . . . . . . . . . . . . .	8
Notice of the First H Shareholders Class Meeting in 2020 . . . . . . . . . . . . . . . . . . .	11
Appendix I - Explanation Table of the Proposed Amendments
to the Rules of Procedures of Shareholders' Meetings . . . . . .	14
Appendix II - Explanation Table of the Proposed Amendments
to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . .	23

- i -

DEFINITIONS

Unless the context otherwise requires, the following expressions in this 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
"Class Meetings"	collectively, the Domestic Shareholders Class Meeting
	and the H Shareholders Class Meeting
"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
	the stock code of 6188
"Director(s)"	the director(s) of the Company
"Domestic Share(s)"	the ordinary share(s) of the Company, with a par
	value of RMB1.00 each, which are subscribed for or
	credited as paid up in Renminbi
"Domestic Shareholders"	holders of the Domestic Shares of the Company
"Domestic Shareholders	the 2020 first Domestic Shareholders class meeting of
Class Meeting"	the Company, and any adjournment thereof (as the
	case may be) to be held at 4/F, C Yi'an Business
	Building, 18 Building Yi'an Jiayuan, Beiwa West,
	Haidian District, Beijing, the PRC, on Wednesday, 15
	April 2020 immediately after the EGM (or any
	adjournment thereof)
"EGM"	the 2020 first extraordinary general meeting 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 Wednesday, 15 April
	2020 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

- 1 -

DEFINITIONS

"H Shareholders Class Meeting" the 2020 first H Shareholders class meeting of the

	Company, and any adjournment thereof (as the case
	may be) to be held at 4/F, C Yi'an Business Building,
	18 Building Yi'an Jiayuan, Beiwa West, Haidian
	District, Beijing, the PRC, on Wednesday, 15 April
	2020, immediately after the EGM and the Domestic
	Shareholders Class Meeting (or any adjournment
	thereof)
"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
"Rules of Procedures of	the rules of procedures of shareholders' meetings of
Shareholders' Meetings"	the Company, as amended, modified or otherwise
	supplemented from time to time
"Shareholder(s)"	holders of the share(s) of the Company

- 2 -

LETTER FROM THE BOARD

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, Beiwa West
Mr. Liu Songshan	Haidian District, Beijing
Ms. Liu Wencui	the PRC
Non-executive Directors:	Principal Place of Business in Hong Kong:
Mr. Qi Xiangdong	Unit 07, 21/F, West Tower, Shun Tak Centre
Ms. Xin Xin	168-200 Connaught Road Central
	Sheung Wan
Independent Non-executive Directors:	Hong Kong
Mr. Lv Tingjie
Mr. Lv Pingbo
Mr. Zhang Senquan
	28 February 2020
To the Shareholders
Dear Sir or Madam,

PROPOSED REVISION TO THE BUSINESS SCOPE OF THE COMPANY

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES OF SHAREHOLDERS' MEETINGS

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

- 3 -

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to give you notices of the EGM and the H Shareholders Class Meeting (set out on pages 8 to 10 and pages 11 to 13 of this circular, respectively) and to provide you with information reasonably necessary to enable you to consider and vote on certain resolutions to be proposed at the EGM and the H Shareholders Class Meeting as described below.

At the EGM, ordinary resolutions will be proposed to (inter alia) (i) consider and approve the resolution on proposed revision to the business scope of the Company, and

consider and approve the resolution on proposed amendments to the rules of procedures of Shareholders' Meetings; while special resolution will be proposed at the EGM and the H Shareholders Class Meeting to (inter alia) (iii) consider and approve the resolution on proposed amendments to the Articles of Association.

PROPOSED REVISION TO THE BUSINESS SCOPE OF THE COMPANY

Reference is made to the announcement of the Company dated 27 February 2020 in relation to (inter alia) the proposed revision to the business scope of the Company. An ordinary resolution will be proposed at the EGM to approve the revision to the business scope of the Company.

To reflect the latest development of its business, the Company proposes to revise its business scope, the details of which are set out as follows:

Before revision:

"Wholesale and retail of telecommunications devices, mobile telecommunications products, metal materials, office equipment, computers and peripherals, instruments; mobile phone repair services; technology consultancy and technical services."

- 4 -

LETTER FROM THE BOARD

After revision:

"Wholesale and retail of telecommunications devices, electronic products, metal materials, office equipment, computers and peripherals, instruments, software and ancillary equipment, labour protection gears, office supplies, daily necessities, household appliances, timepieces, bags and suitcases, garments, shoes and hats, lighting equipment (with no physical store operation), gifts, cosmetics, infant products, toys, musical instruments, category-1,category-2 and category-3 medical equipment, healthcare products and food; mobile phone repair services; technology consultancy, technical services, technology development and technology transfer; import and export of goods and technology; and software development."

The above revision to the business scope is subject to approval by company registration authorities.

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF SHAREHOLDERS' MEETINGS

An ordinary resolution will be proposed at the EGM to approve the amendments to the Rules of Procedures of Shareholders' Meetings.

To reflect the Amendments to the Articles of Association and the need for corporate governance practice, the Company proposes to make corresponding amendments to the Rules of Procedures of Shareholders' Meetings.

Details of the proposed amendments to the Rules of Procedures of Shareholders' Meetings are set out in Appendix I to this circular.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 27 February 2020 in relation to (inter alia) proposed amendments to the Articles of Association. A special resolution will be proposed at the EGM and the Class Meetings to approve the amendments to the Articles of Association.

The Company proposes to make corresponding amendments (the "Amendments") to the Articles of Association in view of the fact that (1) the State Council of the People's Republic of China has issued the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to Overseas Listed Companies (Guo Han [2019] No. 97) 《( 國務院關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批覆》（國函[2019]97號）), stipulating that joint stock limited companies registered in the PRC and listed overseas shall comply with relevant requirements as set out in the Company Law of the People's Republic of China 《( 中華人民共和國公司法》) in respect of the notice period for convening general meetings, shareholders' rights to propose resolutions and the convening procedures; (2) the Chinese Securities Regulatory Commission has issued the Guidance on the Application for "Full Circulation" of Unlisted Domestic Shares of H-shareCompanies 《( H股公司境內未上市股份申請「全流通」業務指引》), pursuant to which the "Full Circulation" reform of H shares has taken place on a comprehensive scale, and the Company plans to make appropriate arrangements for the application for "Full Circulation" of H shares; and (3) some of the Company's registered information has changed or is planned to be adjusted.

Share repurchase of H Shares of the Company will be conducted in accordance with relevant requirements and restrictions under the Listing Rules, including but not limited to Rule 10.05, 10.06, 19A.24 and 19A.25 of the Listing Rules.

Details of the Amendments are set out in Appendix II to this circular.

- 5 -

LETTER FROM THE BOARD

EGM AND H SHAREHOLDERS CLASS MEETING

In order to determine the Shareholders who are entitled to attend the EGM and the H Shareholders Class Meeting, the Company's register of H Shareholders will be closed from Monday, 16 March 2020 to Wednesday, 15 April 2020 (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 Wednesday, 15 April 2020 are entitled to attend the EGM and the H Shareholders Class Meeting. In order to determine the entitlement to attend the EGM and the H Shareholders Class Meeting, all transfer forms and share certificates must be lodged with the Company's H 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 Friday, 13 March 2020.

The reply slips and forms of proxy for use at the EGM and the H Shareholders Class Meeting are enclosed herewith and are also published on 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 and/or the H Shareholders Class Meeting, you are requested to complete, sign and return the form(s) of proxy enclosed, in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM and/or the H Shareholders Class Meeting or any adjournment thereof (as the case may be). Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the EGM and/or the H Shareholders Class Meeting. Shareholders who intend to attend the EGM and/or the H Shareholders Class Meeting in person or by proxy should complete, sign and return the enclosed reply slip(s) in accordance with the instructions printed thereon on or before Thursday, 26 March 2020.

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. All resolutions at the EGM and the Class Meetings will be taken by way of poll. An announcement on the poll results will be published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.dixintong.com) respectively by the Company after the EGM and the Class Meetings in the manner prescribed under the Listing Rules.

- 6 -

LETTER FROM THE BOARD

RECOMMENDATION

The Board believes that the resolutions 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 resolutions to be proposed at the EGM and the H Shareholders Class Meeting as set out in the notices of the EGM and the H Shareholders Class Meeting.

Yours faithfully,

By order of the Board

Beijing Digital Telecom Co., Ltd.

Liu Donghai

Chairman

- 7 -

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2020

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 2020

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting in 2020 (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 Wednesday, 15 April 2020 at 2:00 p.m. to consider and, if thought fit, to pass the following resolutions:

ORDINARY RESOLUTIONS

To consider and approve the resolution on proposed revision to the business scope of the Company.
To consider and approve the resolution on proposed amendments to the rules of procedures of Shareholders' Meetings.

SPECIAL RESOLUTION

To consider and approve the resolution on proposed amendments to the Articles of Association.

By order of the Board

Beijing Digital Telecom Co., Ltd.

Liu Donghai

Chairman

Beijing, the PRC

28 February 2020

- 8 -

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2020

Notes:

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 Wednesday, 15 April 2020 are entitled to attend and vote at the EGM. The register of members of the Company will be closed from Monday, 16 March 2020 to Wednesday, 15 April 2020 (both days inclusive), during which period 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, 13 March 2020.
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 on or before Thursday, 26 March 2020 (applicable to holders of H Shares), or to the address of the company secretary of the Company (the "Company Secretary") on or before Thursday, 26 March 2020 (applicable to holders of Domestic Shares) 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 the right to vote represented by the Shareholders proposing to attend the EGM by reply slip does not exceed half of the total number of shares of the Company carrying the right to vote at the EGM.
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/her behalf. A proxy needs not be a shareholder of the Company. Shareholders who wish to appoint proxies should first read the circular with respect to the first extraordinary general meeting in 2020 of the Company, which was despatched to Shareholders on 28 February 2020.
A proxy shall be appointed by an instrument in writing (including the proxy form). Such instrument shall be signed by the appointer or his/her 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 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, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares) or at the address of the Company Secretary (for holders of Domestic Shares) not less than 24 hours before the time fixed for holding the EGM (i.e. before 2:00 p.m. on Tuesday, 14 April 2020) 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 documents of authority shall be deposited together with the instrument appointing the proxy at the same time at the Company's H Share registrar or the address of the Company Secretary (as may be applicable).

- 9 -

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2020

Shareholders or their proxies are required to produce their identification documents when attending the EGM.
Miscellaneous
1. 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.
2. 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
  the PRC
  Tel: (010) 6873 3818
  Fax: (010) 6873 3816
  Contact person: Ms. Li Dongmei
3. 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

- 10 -

NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING IN 2020

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 H SHAREHOLDERS CLASS MEETING IN 2020

NOTICE IS HEREBY GIVEN that the first H shareholders class meeting in 2020 (the "H Shareholders Class Meeting") of Beijing Digital Telecom Co., Ltd. (the "Company") will be held immediately following the first extraordinary general meeting in 2020 of the Company and the first domestic shareholders class meeting in 2020 of the Company at 4/F, C Yi'an Business Building, 18 Building Yi'an Jiayuan, Beiwa West, Haidian District, Beijing, the PRC on Wednesday, 15 April 2020 to consider and, if thought fit, pass the following resolution:

SPECIAL RESOLUTION

To consider and approve the resolution on proposed amendments to the Articles of Association.

By order of the Board

Beijing Digital Telecom Co., Ltd.

Liu Donghai

Chairman

Beijing, the PRC

28 February 2020

- 11 -

NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING IN 2020

Notes:

Holders of the Company's H shares ("H Shares") whose names appear on the register of members of the Company on Wednesday, 15 April 2020 are entitled to attend and vote at the H Shareholders Class Meeting. The register of members of the Company will be closed from Monday, 16 March 2020 to Wednesday, 15 April 2020 (both days inclusive), during which period no transfer of H Shares will be effected. In order to be eligible to attend and vote at the H Shareholders Class Meeting, 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, 13 March 2020.
Shareholders who intend to attend the H Shareholders Class Meeting in person or by proxy should complete and sign the reply slip accompanying the notice of the H Shareholders Class Meeting and return it to the Company's H Share registrar at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong on or before Thursday, 26 March 2020 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 H Shareholders Class Meeting. However, failure to return the reply slip may result in adjournment of the H Shareholders Class Meeting, if the number of shares carrying the right to vote represented by the Shareholders proposing to attend the H Shareholders Class Meeting by reply slip does not exceed half of the total number of shares of the Company carrying the right to vote at the H Shareholders Class Meeting.
Any shareholder of the Company entitled to attend and vote at the H Shareholders Class Meeting is entitled to appoint one or more proxies to attend and vote at the meeting on his/her behalf. A proxy needs not be a shareholder of the Company. Shareholders who wish to appoint proxies should first read the circular with respect to the first H Shareholders Class Meeting in 2020 of the Company, which was despatched to Shareholders on 28 February 2020.
A proxy shall be appointed by an instrument in writing (including the proxy form). Such instrument shall be signed by the appointer or his/her 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, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time fixed for holding the H Shareholders Class Meeting 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 documents of authority under which the instrument is signed shall be notarised. The notarised power of attorney or other documents of authority shall be deposited together with the instrument appointing the proxy at the same time at the Company's H Share registrar.
Shareholders or their proxies are required to produce their identification documents when attending the H Shareholders Class Meeting.

- 12 -

NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING IN 2020

6. Miscellaneous

It is expected that the H Shareholders Class Meeting 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.
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
the PRC
Tel: (010) 6873 3818
Fax: (010) 6873 3816
Contact person: Ms. Li Dongmei
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

- 13 -

APPENDIX I EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF SHAREHOLDERS' MEETINGS

Explanation Table of the Proposed Amendments to the Rules of Procedures of

Shareholders' Meetings of Beijing Digital Telecom Co., Ltd.

						Main Basis of
Number	Original Article		Amended Article		Amendments
1.	Article 5	The Company shall	Article 5	The Company shall	Amended in accordance
	convene an extraordinary general meeting	convene an extraordinary general meeting	with the Articles of
	within 2 months following the date of	within 2 months following the date of	Association.
	occurrence of any of the following	occurrence of any of the following
	circumstances:		circumstances:
	(1) when the number of directors is	(1) when the number of directors is
	less than the quorum;		less than that required by the Company Law or
	(2) when	the Company fails to	is less than two thirds of the number required
	recover the loss amounting to over one third of	by the Articles of Associationwhen the
	the share capital;		number of directors is less than the quorum;
	(3) when shareholder(s) severally or	(2)	when	the Company fails to
	jointly holding 10% or more of the Company's	recover the loss amounting to over one third of
	shares request(s) in writing;	the share capital;
	(4) when deemed necessary by the	(3)	when shareholder(s) severally
	Board of Directors to call an extraordinary	or jointly holding 10% or more of the
	general meeting;		Company's issued and outstanding shares
	(5) when the Board of Supervisors	carrying voting rights request(s) in writing the
	motions to call an extraordinary general	convening of an extraordinary general
	meeting;		meetingwhen shareholder(s) severally or
	(6) other circumstances required by	jointly holding 10% or more of the Company's
	laws, administrative regulations, departmental	shares request(s) in writing;
	regulations or the Articles of Association.	(4) when deemed necessary by the
			Board of Directors to call an extraordinary
			general meeting;
			(5) when the Board of Supervisors
			motions to call an extraordinary general
			meeting;
			(6) other circumstances required by
			laws, administrative regulations, departmental
			regulations or the Articles of Association.

- 14 -

APPENDIX I EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF SHAREHOLDERS' MEETINGS

			Main Basis of
Number	Original Article	Amended Article	Amendments
2.	Article 15 The convener shall notify	Article 15 When the Company	Same as the basis for
	every shareholder in no less than 20 days prior	convenes the annual general meeting, a	amendments to item 1.
	to the date of the annual general meeting, and	written notice shall be issued in no less than
	15 days in the case of convening an	20 business days prior to the date of the
	extraordinary general meeting.	meeting to notify all the shareholders
		recorded in the register of shareholders with
		respect to the matters to be considered as well
		as the date and location of the meeting; in the
		case of an extraordinary general meeting, the
		written notice shall be issued in no less than
		10 business days or 15 days, whichever is
		earlier, prior to the date of the meeting.The
		convener shall notify every shareholder in no
		less than 20 days prior to the date of the
		meeting, and 15 days in the case of convening
		an extraordinary general meeting.
		In the case that the relevant rules of
		the securities regulatory authorities and the
		stock exchange in the place where the shares
		of the Company are listed require the
		Company to send out, mail, deliver, distribute,
		announce or by other means provide relevant
		documents of the Company in both Chinese
		and English language, if the Company has
		made proper arrangement to determine
		whether its shareholders wish to receive either
		the English version or the Chinese version
		only, the Company may, within the scope
		permitted by the applicable laws and
		regulations and according to such applicable
		laws and regulations, send to the relevant
		shareholders the English version or the
		Chinese version only (in accordance with the
		wishes as stated by the shareholders) of the
		communications of the Company, including
		but not limited to notices of general meetings,
		circulars to shareholders, annual reports,
		interim reports and quarterly reports.

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APPENDIX I EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF SHAREHOLDERS' MEETINGS

			Main Basis of
Number	Original Article	Amended Article	Amendments
		Subject to compliance with the
		applicable laws and regulations and the rules
		of the stock exchange on which the shares of
		the Company are listed, the notice may be
		made available by issuance at the website of
		the Hong Kong Stock Exchange or publication
		on one or more designated newspapers for
		holders of overseas-listed shares listed in
		Hong Kong. Upon such announcement, the
		notice of the relevant general meeting shall be
		deemed to have been received by the holders
		of overseas-listed shares listed in Hong Kong.
		Unless otherwise provided in the
		Articles of Association, the notice of general
		meeting shall be served on each shareholder
		(whether or not entitled to vote at the meeting)
		by personal delivery or prepaid mail to their
		addresses recorded in the register of
		shareholders. For the holders of domestic
		shares, the notice of the general meeting may
		also be issued by way of an announcement.
		The announcement as referred to on
		the preceding paragraph shall be published on
		one or more newspapers designated by the
		securities regulatory authorities of the State
		Council based on the time limit for
		notification of the general meetings as
		stipulated in the Articles of Association. Upon
		publication of such announcements, the
		holders of domestic shares shall be deemed to
		have received the notice of general meeting.

- 16 -

APPENDIX I EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF SHAREHOLDERS' MEETINGS

Main Basis of

Number

Original Article

Amended Article

Amendments

Article 16

The

notice of

Article

The

notice

Same as the basis for

Shareholders' Meeting includes:

shareholders' meeting shall be in compliance

amendments to item 1.

(1) time, place and duration of the

with the following requirementsincludes:

meeting;

(1) time, place and duration of the

(2)

matters and motions submitted

meeting;

for consideration and approval at the meeting;

(2) matters and motions submitted

(3) a clear statement that all

for consideration and approval at the meeting;

shareholders are entitled to attend and vote at

(3)

clear

statement that

all

the Shareholders' Meeting, and to appoint

shareholders are entitled to attend and vote at

proxies in writing to attend and vote on their

the Shareholders' Meeting, and to appoint

behalf, and that a proxy needs not be a

proxies in writing to attend and vote on his

shareholder;

behalf, and that a proxy need not be a

(4) the date on which the equity

shareholder;

interests of shareholders entitled to attend the

(4)

the date on which the equity

Shareholders' Meeting are registered (the

interests of shareholders entitled to attend the

"Record Date");

Shareholders' Meeting were registered (the

(5) name and telephone number of

"Record Date");

the permanent contact of the meeting.

(5) name and telephone number of

The interval between the Record Date

permanent contact of the meeting.

(1)

be in writing;

and the date of the meeting shall not exceed 7

(2) specify the place, date and time

working days. The record date shall not be

of the meeting;

changed upon confirmation.

(3)

describe

matters

for

Any notice and supplementary notice

consideration at the meeting;

(4)

provide

such

necessary

of Shareholders' Meetings shall sufficiently and

information

and

explanations

for

completely disclose all the details of all

shareholders to make informed decisions on

proposals as well as all the information or

the matters to be considered. Without

explanations

necessary

for

reasonable

limitation to the generality of the foregoing,

judgements by shareholders on the matters

where a proposal is made with respect to the

proposed to be discussed. If any matter to be

merger of the Company with another company,

discussed requires opinions of the independent

the repurchase of shares, the restructuring of

directors, the opinions and reasons of the

share capital or restructuring in any other

independent directors shall be disclosed

manner, the conditions of the proposed

together with the issuance of such notice.

transaction shall be provided in detail along

with copies of the proposed agreement, if any,

and the reason(s) and effect of such proposal

must be properly explained;

- 17 -

APPENDIX I EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF SHAREHOLDERS' MEETINGS

				Main Basis of
Number	Original Article	Amended Article		Amendments
		(5) disclose the nature and extent of
		the material interests of any director,
		supervisor, general manager, or other senior
		management in the matters for consideration,
		and the effect of such matters in their capacity
		as shareholders to the extent that it is different
		from the effect on the interests of other
		shareholders of the same class;
		(6) contain the full text of any
		special resolution proposed to be passed at the
		meeting;
		(7) state clearly that a shareholder
		entitled to attend and vote at the meeting are
		entitled to appoint one or more proxies to
		attend and vote on his/her behalf, and that a
		proxy needs not be a shareholder;
		(8) specify the time and place for
		delivering proxy forms for the meeting.
		The interval between the record date
		and the date of the meeting shall not exceed 7
		working days. The record date shall not be
		changed upon confirmation.
		Any notice and supplementary notice
		of shareholders' meetings shall sufficiently and
		completely disclose all the details of all
		proposals as well as all the information or
		explanations necessary for	reasonable
		judgements by shareholders on the matters
		proposed to be discussed. If any matter to be
		discussed requires opinions of the independent
		directors, the opinions and reasons of the
		independent directors shall be disclosed
		together with the issuance of such notice.

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APPENDIX I EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF SHAREHOLDERS' MEETINGS

					Main Basis of
Number	Original Article	Amended Article	Amendments
4.	Article 17 In the event that matters	Article 17 In the event that matters	Amended according to the
	involving the election of directors and	involving the election of directors and	need for corporate
	supervisors are to be considered at the	supervisors are to be considered at the	governance practice.
	Shareholders' Meeting, the notice of such	Shareholders' Meeting, the notice of such
	Shareholders' Meeting shall fully disclose the	Shareholders' Meeting shall fully disclose the
	detailed information of the candidates for such	detailed information of the candidates for such
	directors and supervisors, which shall at least	directors and supervisors, which shall at least
	include the following:	include the following:
	(1)	personal particulars including	(1)	personal particulars including
	education background, working experience and	education background, working experience and
	any part-time job;	any part-time job;
	(2) whether there is any connected	(2) whether there is any connected
	relationship with the Company or its	relationship with the Company or its
	controlling shareholders and de facto	controlling shareholders and de facto
	controller;		controller;
	(3)	disclosure of shareholdings in	(3)	disclosure of shareholdings in
	the Company;		the Company;
	(4) whether they have been	(4) Whether they have been
	penalized by the CSRC or other related	penalized by the CSRC or other related
	authorities or reprimanded by any stock	authorities or reprimanded by any stock
	exchange.		exchange.
	Apart from directors and supervisors	Apart from directors and supervisors
	elected through the cumulative voting system,	elected through the cumulative voting system,
	each candidate of director or supervisor shall be	eEach candidate of director or supervisor shall
	individually proposed.	be individually proposed.

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APPENDIX I EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF SHAREHOLDERS' MEETINGS

									Main Basis of
Number	Original Article			Amended Article			Amendments
	The ways and procedures for	The ways and procedures for
	nominating directors and supervisors are:	nominating directors and supervisors are:
	Candidates for directors of the first	Candidates for directors of the first
	session of the board of directors and candidates	session of the board of directors and candidates
	for the first session of the supervisory	for the first session of the supervisory
	committee of the Company are nominated by	committee of the Company are nominated by
	promoters. The ways and procedures for	promoters. The ways and procedures for
	nominating directors and supervisors for other	nominating directors and supervisors for other
	sessions are:				sessions are:
	(1) when a re-election of the board	(1) when a re-election of the board
	of directors or a by-election of director for the	of directors or a by-election of director for the
	incumbent board of directors takes place, the	incumbent board of directors takes place, the
	incumbent board of directors and shareholders	incumbent board of directors and shareholders
	individually or collectively holding over 3% of	individually or collectively holding over 3% of
	the Company's shares may nominate	the Company's shares may nominate
	candidates, without exceeding the number of	candidates, without exceeding the number of
	persons to be elected, for the position of director	persons to be elected, for the position of director
	for the next session of the board of directors or	for the next session of the board of directors or
	candidates for by-election as director who are	candidates for by-election as director who are
	not staff representatives;			not staff representatives;
	(2) when a re-election of the	(2) when a re-election of the
	supervisory committee or a by-election of	supervisory committee or a by-election of
	supervisor for the incumbent supervisory	supervisor for the incumbent supervisory
	committee takes place, the incumbent	committee takes place, the incumbent
	supervisory	committee	and	shareholders	supervisory	committee	and	shareholders
	individually or collectively holding over 3% of	individually or collectively holding over 3% of
	the Company's shares may nominate	the Company's shares may nominate
	candidates, without exceeding the number of	candidates, without exceeding the number of
	persons to be elected, for the position of	persons to be elected, for the position of
	supervisor for the next session of the	supervisor for the next session of the
	supervisory	committee	or	candidates	supervisory	committee	or	candidates
	by-election as of supervisor who are not staff	by-election as of supervisor who are not staff
	representatives;			representatives;
	(3)	the shareholders	shall provide	(3)	the shareholders	shall provide
	the board of directors with the biographical	the board of directors with the biographical
	details and basic particulars of the nominated	details and basic particulars of the nominated
	candidates for the position of director or	candidates for the position of director or
	supervisor. The incumbent board of directors	supervisor. The incumbent board of directors
	shall conduct a review on qualifications. Upon	shall conduct a review on qualifications. Upon
	review, the qualified candidates will be	review, the qualified candidates shall be
	submitted to the Shareholders' Meeting for	submitted to the Shareholders' Meeting for
	election;				election;

- 20 -

APPENDIX I EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF SHAREHOLDERS' MEETINGS

- 21 -

APPENDIX I EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF SHAREHOLDERS' MEETINGS

					Main Basis of
Number	Original Article		Amended Article		Amendments
5.	Article 37 Matters included into the	Article 37 Matters included into the	Same as the basis for
	agenda shall all be passed through voting by	agenda shall all be passed through voting by	amendments to item 4.
	way of open ballot at the general meetings.	way of open ballot at the general meetings.
	Shareholders (including their proxies) shall	Shareholders (including their proxies) shall
	exercise their voting rights in accordance with	exercise their voting rights in accordance with
	the number of their shares carrying the voting	the number of their shares carrying the voting
	rights and each share shall have one vote,	rights and each share shall have one vote,
	except for the case of cumulative voting system.	except for the case of cumulative voting
	Shares in the Company which are	system.
	Shares in the Company which are
	held by the Company do not carry any voting
	rights, and shall not be counted in the total	held by the Company do not carry any voting
	number of shares carrying voting rights	rights, and shall not be counted in the total
	represented by shareholders or proxies present	number of shares carrying voting rights
	at a general meeting. The board of directors,	represented by shareholders or proxies present
	independent directors and shareholders who	at a general meeting. The board of directors,
	satisfy the conditions under relevant	independent directors and shareholders who
	regulations may publicly solicit voting rights	satisfy the conditions under relevant
	from the shareholders. Solicitation of voting	regulations may publicly solicit voting rights
	rights shall be conducted free of charge and	from the shareholders. Solicitation of voting
	information shall be fully disclosed to the	rights shall be conducted free of charge and
	shareholders.		information shall be fully disclosed to the
			shareholders.
6.	Article 44 The list of candidates for	Article 44 The list of candidates for	Same as the basis for
	directors and supervisors shall be submitted to	directors and supervisors shall be submitted to	amendments to item 4.
	the general meeting for voting by way of	the general meeting for voting by way of
	proposal. For election of directors and	proposal. For election of directors and
	supervisors, upon the approval of ordinary	supervisors, upon the approval of ordinary
	resolutions at the general meeting, the election	resolutions at the general meeting, the
	may adopt the cumulative voting system.	election may adopt the cumulative voting
			system.
7.	Article 46	In addition to the	Article 46	In addition to the	Same as the basis for
	cumulative voting system, the general meeting	cumulative voting system, tThe general	amendments to item 4.
	shall resolve on all the proposals separately.	meeting shall resolve on all the proposals
	Where there are several proposals for the same	separately. Where there are several proposals
	matter, such proposals shall be resolved in the	for the same matter, such proposals shall be
	order of time at which they are submitted.	resolved in the order of time at which they are
	Unless the general meeting is adjourned or no	submitted. Unless the general meeting is
	resolutions can be made for special reasons such	adjourned or no resolutions can be made for
	as force majeure, voting of such proposals shall	special reasons such as force majeure, voting of
	neither be shelved nor refused to vote at the	such proposals shall neither be shelved nor
	general meeting.		refused to vote at the general meeting.
8.	Nil		Article 68 Matters not specified in	The Rules of Procedures
			these Rules shall be implemented in	of Shareholders'
			accordance with the provisions of the Articles	Meetings needs further
			of Association.		improvement.
9.	Article 68 The board of directors of	Article 689The board of directors	Number to be deferred.
	the Company are responsible for the	of the Company are responsible for the
	interpretation of these Rules.	interpretation of these Rules.

- 22 -

APPENDIX II EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Explanation Table of the Proposed Amendments to the Articles of Association of

Beijing Digital Telecom Co., Ltd.

									Main Basis of
Number	Original Article				Amended Article			Amendments
1	Article 1	To	safeguard the	Article	1	To safeguard	the	In October 2019, the State
	legitimate rights and interests of Beijing Digital	legitimate rights and interests of Beijing Digital	Council issued the Reply of
	Telecom Co., Ltd. (hereinafter referred to as the	Telecom Co., Ltd. (hereinafter referred to as the	the State Council on the
	"Company"), its shareholders and creditors,	"Company"), its shareholders and creditors,	Adjustment of the Notice
	and to regulate the organization and activities	and to regulate the organization and activities	Period of Shareholders'
	of the Company, the Company has formulated	of the Company, the Company has formulated	Meetings and Other
	the Articles of Association in accordance with	the Articles of Association in accordance with	Matters Applicable to
	the Company Law of the People's Republic of	the Company Law of the People's Republic of	Overseas Listed
	China (hereinafter referred to as the "Company	China (hereinafter referred to as the "Company	Companies, which states
	Law"), the Securities Law of the People's	Law"), the Securities Law of the People's	that "the requirements on
	Republic of China (hereinafter referred to as the	Republic of China (hereinafter referred to as the	the notice period of
	"Securities Law"), the Special Regulations of	"Securities Law"), the Special Regulations of	Shareholders' Meetings,
	the State Council on the Overseas Offer and	the State Council on the Overseas Offer and	shareholders' proposal
	Listing of Shares by Joint Stock Limited	Listing of Shares by Joint Stock Limited	right and convening
	Companies (hereinafter referred to as the	Companies (hereinafter referred to as the	procedures for joint stock
	"Special	Regulations"),	the	Mandatory	"Special Regulations"), the Reply of the State	limited companies
	Provisions for Articles of Association of	Council on the Adjustment of the Notice	incorporated in China and
	Companies to be Listed Overseas, the	Period of Shareholders' Meetings and Other	listed overseas shall be
	Document	for Supplementary	Modification	Matters Applicable to Overseas Listed	governed by the relevant
	Proposal on Articles of Association of	Companies, the Mandatory Provisions for	provisions under the
	Companies Listed in Hong Kong and the Rules	Articles of Association of Companies to be	Company Law of the
	Governing the Listing of Securities on The Stock	Listed Overseas, the Document for	People's Republic of China,
	Exchange of Hong Kong Limited and other	Supplementary	Modification Proposal	on	instead of the provisions
	relevant requirements under the laws and	Articles of Association of Companies Listed in	under the Articles 20 to 22
	regulations.				Hong Kong and the Rules Governing the Listing	of the Special Regulations
						of Securities on The Stock Exchange of Hong	of the State Council on the
						Kong Limited and other relevant requirements	Overseas Offer and Listing
						under the laws and regulations.		of Shares by Joint Stock
									Limited Companies".

- 23 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


				Main Basis of
Number	Original Article	Amended Article	Amendments
2.		Article 2 The Company is a joint	Article 2 The Company is a joint	The Company's
	stock company with limited liability established	stock company with limited liability established	registration information
	in accordance with the Company Law, the	in accordance with the Company Law, the	has been changed.
	Special Regulations and other relevant laws and	Special Regulations and other relevant laws and
	regulations of China. The establishment of the	regulations of China. The establishment of the
	Company is approved by "Jing Shang Wu Zi Zi	Company is approved by "Jing Shang Wu Zi Zi
	[2009] No. 758" issued by Beijing Municipal	[2009] No. 758" issued by Beijing Municipal
	Commission of Commerce. It is registered with	Commission of Commerce. It iswasregistered
	and was granted a business licence by Beijing	with and wasgranted a business licence by
	Administration Bureau of Industry and	Beijing Administration Bureau of Industry and
	Commerce on 28 December 2009. The	Commerce on 28 December 2009. The
	Company's business licence number is:	Company's business licence number is:
	110108002727434.	110108002727434The existing unified social
		The promoters of the Company are:	credibility code of the Company's business
		licence is 911100008029439243.
	Digital Science & Technology Group Limited,	The promoters of the Company are:
	Beijing Di Er Tong Consulting Company
	Limited, Beijing Rong Feng Tai Management	Digital Science & Technology Group Limited,
	and Consulting Company Limited, 3i Infocomm	Beijing Di Er Tong Consulting Company
	Limited, CDH Mobile (HK) Limited and Crown	Limited, Beijing Rong Feng Tai Management
	Flame Investment Limited.	and Consulting Company Limited, 3i Infocomm
			Limited, CDH Mobile (HK) Limited and Crown
			Flame Investment Limited.

- 24 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


								Main Basis of
Number	Original Article		Amended Article				Amendments
3.		Article 8	These Articles of	Article 8	These	Articles	of	The government is
	Association shall not be effective without the	Association shall not be effective without the	undertaking reform and
	approval by special resolution of shareholders	approval by special resolution of shareholders	has ceased to use
	at the Shareholders' Meeting and shall become	at the Shareholders' Meeting and shall become	"Administration for
	effective	on the date on which the	effective on the date on	which	the	Industry and Commerce"
	overseas-listed foreign shares, upon approval	overseas-listed foreign shares, upon approval	or similar expressions.
	by relevant competent authority of the PRC, are	by relevant competent authority of the PRC, are
	listed on The Stock Exchange of Hong Kong	listed on The Stock Exchange of Hong Kong
	Limited (hereinafter referred to as "Hong Kong	Limited (hereinafter referred to as "Hong Kong
	Stock Exchange") and shall replace the Articles	Stock Exchange") and shall replace the Articles
	of Association originally registered with the	of Association originally registered with the
	Administration for Industry and Commerce.	Administration for Industry and Commerce
		These Articles of Association shall be	company registration authority.
		These Articles of Association shall be
	a legally binding public document that
	regulates the Company's organization and	a legally binding public document that
	activities, the rights and obligations between	regulates the Company's organization and
	the Company and its shareholders as well as	activities, the rights and obligations between
	among the shareholders once it goes into effect.	the Company and its shareholders as well as
				among the shareholders once it goes into effect.

- 25 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


				Main Basis of
Number	Original Article	Amended Article	Amendments
4.		Article 13 The business scope of the	Article 13 The business scope of the	(1) The Company intends
	Company is subject to the scope approved by	Company is subject to the scope approved by	to adjust its business
	the company registration authority.	the company registration authority.	scope.
		Scope of business: wholesale and	Scope of business: wholesale and	(2) Same as the basis for
	retail of telecommunications devices, mobile	retail of telecommunications devices, mobile	amendments to item
	telecommunications products, metal materials,	telecommunications productselectronic	3.
	office equipment, computers and peripherals,	products, metal materials, office equipment,
	instruments; mobile phone repair services;	computers and peripherals, instruments,
	technology consultancy and technical services.	software and ancillary equipment, labour
		The Company may change its	protection gears, office supplies, daily
		necessities, household appliances, timepieces,
	business scope and amend these Articles of	bags and suitcases, garment, shoes and hats,
	Association in accordance with law upon	lighting equipment (with no physical store
	registration of change with the Administration	operation), gifts, cosmetics, infant products,
	for Industry and Commerce and with the	toys, musical instruments, category-1,
	approval of shareholders at the Shareholders'	category-2 and category-3 medical equipment,
	Meeting.		healthcare products and food; mobile phone
			repair services; technology consultancy and,
			technical services, technology development
			and technology transfer; import and export of
			goods and technology; and software
			development.
			The Company may change its
			business scope and amend these Articles of
			Association in accordance with law upon
			registration of change with Administration for
			Industry and Commercecompany registration
			authorityand with the approval of
			shareholders at the Shareholders' Meeting.

- 26 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


						Main Basis of
Number	Original Article		Amended Article	Amendments
5.		Article 18 Domestic shares refer to		Article 18 Domestic shares refer to	In November 2019, the
	the shares denominated in Renminbi issued by		the shares denominated in Renminbi issued by	China Securities
	the Company to domestic investors. Foreign		the Company to domestic investors. Foreign	Regulatory Commission
	shares refer to the shares denominated in		shares refer to the shares denominated in	issued the Guidelines for
	foreign currencies issued by the Company to		foreign currencies issued by the Company to	the "Full Circulation"
	overseas investors and the shares held by		overseas investors and the shares held by	Application for Domestic
	foreign investors. Those foreign shares listed		foreign investors. Those shares issued by the	Unlisted Shares of H-share
	overseas are referred to as overseas-listed		Company and listed overseas (including	Listed Companies,
	foreign shares (of which those listed in Hong		foreign shares listed overseas and domestic	pursuant to which the
	Kong can be referred to as H shares), and those		shares approved by the securities regulatory	"Full Circulation" reform
	foreign shares (unlisted overseas) are referred		authorities of the State Council and overseas	of H shares has taken place
	to as non-listed foreign shares.		securities exchange to list overseas) are	on a comprehensive scale.
				referred to as overseas-listedforeignshares	(of	The Company plans to
		Unless otherwise specified in these		which those listed in Hong Kong can be referred	make appropriate
	Articles of Association, holders of domestic		to as H shares), and those foreignshares	arrangement for the
	shares and foreign shares are both holders of		(unlisted overseas) are referred to as non-listed	application of "Full
	ordinary shares and shall have the same rights		foreignshares.	Circulation" of its H
	and obligations.		Unless otherwise specified in these	shares.

				Articles of Association, holders of domestic
				shares and holders offoreign shares are both
				holders of ordinary shares and shall have the
				same rights and obligations.

- 27 -

APPENDIX II EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Main Basis of

Number

Original Article

Amended Article

Amendments

Article 20 The total

number of

Article 20 The total

number of

Same as the basis

ordinary shares issued by the Company is

for amendments to

732,460,400 shares, comprising

337,700,000

732,460,400 shares, comprising

337,700,000

item 5.

domestic shares and 394,760,400 H shares. The

domestic shares and 394,760,400 Hforeign

following is the shareholding structure of the

shares. The following is the shareholding

Company:

structure of the Company:

No.

Shareholders

Number of

Percentage of

Shareholders

Number of

Percentage of

shares held

shareholding

No.

shares held

shareholding

Digital Science &

211,400,000

28.86%

Digital Science &

Technology

211,400,000

28.86%

Group Limited

Beijing Di Er Tong

Consulting

101,300,000

13.83%

Consulting

101,300,000

13.83%

Company Limited

Chengmai Dixin

17,500,000

2.39%

Chengmai Dixin

17,500,000

2.39%

Changqing Investment Centre

(Limited Partnership)

Beijing Rong Feng Tai

7,500,000

1.02%

Beijing Rong Feng Tai

7,500,000

1.02%

Management and

Consulting Company

Limited

Other holders of foreign

394,760,400

53.90%

Other holders of foreign

394,760,400

53.90%

shares (H Share)

Total

732,460,400

100%

Total

732,460,400

100%

- 28 -

- 29 -

APPENDIX II EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION


					Main Basis of
Number	Original Article		Amended Article		Amendments
8.	Article 32	The Company may	Article 32	The Company may	Amendments were made to
	repurchase its shares upon the approval by	repurchase its shares upon the approval by	the	revision	of	the
	relevant competent authorities of China and	relevant competent authorities of China and	Company	Law	of	the
	according to the procedures set forth in these	according to the procedures set forth in these	People's Republic of China
	Articles of Association under the circumstances	Articles of Association under the circumstances	on	adjusting the	excluded
	below:		below:		situations	in companies
					acquiring their own shares
	(1) cancellation of shares for the	(1) cancellation of shares for the	and the requirements of the
	purpose of reducing its capital;	purpose of reducing its capital;	Mandatory	Provisions	for
	(2) merging with other companies	(2) merging with other companies	Articles of Association of
	that hold shares in the Company;	that hold shares in the Company;	Companies	to be Listed
	(3) awarding shares to the	(3) awarding shares to the	Overseas 《(	到境外上市公司
	employees of the Company;	employees of the Company;	章程必備條款》),	by taking

shareholders objecting to (4) shareholders objecting tointo account the Decision resolutions of the general meeting of resolutions of the general meeting ofby the Standing Committee

shareholders concerning merger or division of	shareholders concerning merger or division of	of the National	People's
the Company, requiring the Company to buy	the Company, requiring the Company to buy	Congress	Regarding	the
their shares.			their shares.	Amendments	to	the
(5) Other	circumstances	as	(5)(3)Other circumstances as	Company	Law	of	the
permitted by relevant laws and administrative	permitted by relevant laws and administrative	People's Republic of China
regulations and the securities regulatory	regulations and the securities regulatory	(《全國人民代表大會常務委
authorities of the place where the shares of the	authorities of the place where the shares of the	員會關於修改＜中華人民共
Company are listed.			Company are listed.	和國公司法＞的決定》)
Repurchase of the Company's shares	Repurchase of the Company's shares	issued in October 2018.

for reasons set out in Clauses (1) to (3) of this	for reasons set out in Clauses (1) to (3) of this
Article shall be subject to resolution at a general	Article shall be subject to resolution at a
meeting of shareholders. After the Company	general meeting of shareholders. After the
has repurchased its shares in accordance with	Company has repurchased its shares in
Clause (1) of this Article, such shares shall be	accordance with Clause (1) of this Article, such
cancelled within 10 days after repurchase, or	shares shall be cancelled within 10 days after
shall be transferred or cancelled within 6	repurchase, or shall be transferred or
months in the circumstances set out in Clauses	cancelled within 6 months in the

and (4). Shares repurchased by the Company circumstances set out in Clauses (2) and (4).

in accordance with Clause (3) of this Article	Shares repurchased by the Company in
shall not exceed 5% of the total shares issued by	accordance with Clause (3) of this Article shall
the Company; and the shares repurchased shall	not exceed 5% of the total shares issued by the
be transferred to employees within one year; the	Company; and the shares repurchased shall be
repurchase cost shall be covered by the after-tax	transferred to employees within one year; the
profit of the Company.	repurchase cost shall be covered by the
	after-tax profit of the Company.

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APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


						Main Basis of
Number	Original Article	Amended Article	Amendments
9.	Article	35 After the Company		Article 35 After the Company	Same as the basis for
	repurchases shares in accordance with law, it	repurchases shares in accordance with law, it	amendments to item 3.
	shall cancel or transfer such shares within the	shall cancel or transfer such shares within the
	period specified by laws and administrative	period specified by laws and administrative
	regulations, and shall apply to the	regulations, and shall apply to Administration
	Administration for Industry and Commerce for		for Industry and Commerce	company
	change in registered capital or shareholding	registration authorityfor change in registered
	and make announcement accordingly.	capital or shareholding and make
	The aggregate par value of the	announcement accordingly.
		The aggregate par value of the
	cancelled shares shall be deducted from the
	Company's registered capital.	cancelled shares shall be deducted from the
			Company's registered capital.

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APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


							Main Basis of
Number	Original Article	Amended Article			Amendments
10.	Article 42 The Company shall have	Article 42 The Company shall have	Same as the basis for
	a register of shareholders to record the	a register of shareholders to record	the	amendments to item 5.
	following matters:	following matters:
	(1) the name (title), address	(1) the name (title), address
	(residence), occupation or nature of business of	(residence), occupation or nature of business of
	each shareholder;	each shareholder;
	(2)	the class and number of the	(2)	the class and number of	the
	shares of each holder;	shares of each holder;
	(3)	the payment made or payable	(3)	the payment made or payable
	amount for the shares of each holder;	amount for the shares of each holder;
	(4) the certificate numbers of the	(4) the certificate numbers of the
	shares of each holder;	shares of each holder;
	(5) the date on which each	(5) the date on which each
	shareholder is entered in the register as a	shareholder is entered in the register as a
	shareholder of the Company;	shareholder of the Company;
	(6) the date on which each	(6) the date on which each
	shareholder ceases to be a shareholder of the	shareholder ceases to be a shareholder of the
	Company.		Company.
	Unless there is evidence to the	Unless there is evidence to the
	contrary, the register of shareholders shall be	contrary, the register of shareholders shall be
	sufficient evidence of the shareholders'	sufficient evidence of the shareholders'
	shareholdings in the Company.	shareholdings in the Company.
			Upon the approval by the securities
			regulatory authority under the State Council
			and the Hong Kong Stock Exchange, for
			domestic	shares	transferred	into
			overseas-listed shares and listed and traded in
			the Hong Kong Stock Exchange, such shares
			after registration are registered in the
			Company's register of members in the name of
			HKSCC Nominees Limited and recorded in
			the Hong Kong Securities Clearing Company
			Limited's account system as China Securities
			Depository and Clearing (Hong Kong)
			Company Limited.

- 32 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


						Main Basis of
Number	Original Article	Amended Article		Amendments
	Where two or more persons are	Where two or more persons are
	registered as joint shareholders of any shares,	registered as joint shareholders of any shares,
	they should be deemed as joint owners of	they should be deemed as joint owners of
	relevant shares subject to the followings:	relevant shares subject to the followings:
	(1)	the Company does not have to	(1)	the Company does not have to
	register more than 4 persons as joint	register more than 4 persons as joint
	shareholders of any shares;	shareholders of any shares;
	(2)	the joint shareholders shall,	(2)	the joint shareholders	shall,
	together or individually, pay the amounts	together or individually, pay the amounts
	payable for relevant shares;	payable for relevant shares;
	(3) if any of the joint shareholders	(3) if any of the joint shareholders
	dies, only the surviving joint shareholders may	dies, only the surviving joint shareholders may
	be deemed as holders of relevant share of the	be deemed as holders of relevant share(s) of the
	Company, but the Board of Directors is entitled	Company, but the Board of Directors is entitled
	to require the death certificate which it	to require the death certificate which it
	considers to be proper as regard to the	considers to be proper as regard to the
	amendment to the register of shareholders;	amendment to the register of shareholders;
	(4) as regard to the joint	(4) as regard to the joint
	shareholders for any share, only the person	shareholders for any share, only the person
	whose name is at the first place on the register	whose name is at the first place on the register
	of shareholders has the rights to receive the	of shareholders has the rights to receive the
	certificate of relevant shares and notice from the	certificate of relevant shares and notice from the
	Company and to attend or exercise all of the	Company and to attend or exercise all of the
	votes relating to the shares. The notice which is	votes relating to the shares. The notice which is
	serviced on the above-mentioned person should	serviced on the above-mentioned person should
	be deemed to be serviced on all of the joint	be deemed to be serviced on all of the joint
	shareholders of relevant shares.	shareholders of relevant shares.

- 33 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


						Main Basis of
Number	Original Article			Amended Article		Amendments
11.	Article	43	The Company may	Article 43	The Company may	Same as the basis for
	maintain the register of shareholders of	maintain the register of shareholders of	amendments to item 5.
	overseas-listed foreign shares and appoint an	overseas-listedforeignshares and appoint an
	overseas agent to manage the register of	overseas agent to manage the register of
	shareholders in accordance with the	shareholders in accordance with the
	memorandum of understanding or agreement	memorandum of understanding or agreement
	concluded with the securities regulatory	concluded with the securities regulatory
	authorities of the State Council and overseas	authorities of the State Council and overseas
	securities regulatory authorities.	securities regulatory authorities.
	The original register of shareholders	The original register of shareholders
	for foreign shares listed in Hong Kong shall be	for foreign overseas-listedshares listed in
	maintained in Hong Kong. A duplicate copy of	Hong Kong shall be maintained in Hong Kong.
	the register of shareholders for the holders of	A duplicate copy of the register of shareholders
	overseas-listed foreign shares shall be	for the holders of overseas-listedforeignshares
	maintained at the Company's residence. The	shall be maintained at the Company's
	appointed overseas agent(s) shall at all times	residence. The appointed overseas agent(s)
	ensure consistency between the original and the	shall at all times ensure consistency between the
	duplicate copy of the register of shareholders of	original and the duplicate copy of the register of
	overseas-listed foreign shares.	shareholders of overseas-listedforeignshares.
	In the event of any inconsistency	In the event of any inconsistency
	between the original and the duplicate copy of	between the original and the duplicate copy of
	the register of shareholders for overseas-listed	the register of shareholders for overseas-listed
	foreign shares, the original register of	foreignshares, the original register of
	shareholders shall prevail.	shareholders shall prevail.

- 34 -

- 35 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


						Main Basis of
Number	Original Article			Amended Article		Amendments
13.	Article	46	All overseas-listed	Article 46	All overseas-listed	Same as the basis for
	foreign shares shall be transferred by	foreignshares shall be transferred by	amendments to item 5.
	instrument in writing in any usual or common	instrument in writing in any usual or common
	form or any other form which the directors may	form or any other form which the directors may
	approve. The instrument of transfer of any	approve. The instrument of transfer of any
	share may be signed by hand without seal. In	share may be signed by hand without seal. In
	the event that the transferor or transferee of the	the event that the transferor or transferee of the
	shares of the Company is a recognized clearing	shares of the Company is a recognized clearing
	house defined by Hong Kong laws (hereinafter	house defined by Hong Kong laws (hereinafter
	referred to as "Recognized Clearing House") or	referred to as "Recognized Clearing House") or
	its agent, the instruments of transfer may be	its agent, the instruments of transfer may be
	signed in mechanically-printed form.	signed in mechanically-printed form.
	Fully paid overseas-listed foreign	Fully paid overseas-listedforeign
	shares which are listed in Hong Kong may be	shares which are listed in Hong Kong may be
	freely transferred pursuant to these Articles of	freely transferred pursuant to these Articles of
	Association. However, unless the transfer	Association. However, unless the transfer
	complies with the following conditions, the	complies with the following conditions, the
	Board of Directors may refuse the recognition of	Board of Directors may refuse the recognition of
	any transfer documents without stating any	any transfer documents without stating any
	reasons therefor:			reasons therefor:
	(1) That	transferring and other	(1) That	transferring and other
	documents relating to or affecting the title to	documents relating to or affecting the title to
	any registered securities shall be registered and	any registered securities shall be registered and
	the fee or fees levied pursuant to the Rules	the fee or fees levied pursuant to the Rules
	Governing the Listing of Securities on the Hong	Governing the Listing of Securities on the Hong
	Kong Stock Exchange is/are paid to the	Kong Stock Exchange is/are paid to the
	Company;			Company;

- 36 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


					Main Basis of
Number	Original Article		Amended Article		Amendments
	(2) The	transferring documents	(2) The transferring	documents
	relate only to the overseas-listed foreign shares	relate only to the overseas-listedforeignshares
	listed in Hong Kong;		listed in Hong Kong;
	(3) The stamp duty payable on the	(3) The stamp duty payable on the
	transferring documents had been paid;	transferring documents has been paid;
	(4) The provision of the relevant	(4) The provision of the relevant
	share certificate(s) and the evidences for having	share certificate(s) and the evidences for having
	the right to transfer stock be reasonably	the right to transfer stock are reasonably
	required by the board of directors;	required by the board of directors;
	(5) If the stock is to be transferred to	(5) If the stock is to be transferred to
	joint owners, the number of the joint owners	joint owners, the number of the joint owners
	shall not exceed four; and	shall not exceed four; and
	(6) The stock is free from all lien.	(6) The stock is free from all lien.
	If the Company refuses to register any	If the Company refuses to register any
	transfer of shares, the Company shall within	transfer of shares, the Company shall within
	two months of formal application for the	two months of formal application for the
	transfer provide the transferor and transferee	transfer provide the transferor and transferee
	with a notice of refusal to register such transfer.	with a notice of refusal to register such transfer.

- 37 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
						THE ARTICLES OF ASSOCIATION


									Main Basis of
Number	Original Article				Amended Article			Amendments
14.	Article	49	Any holders	of	Article	49	Any holders	of	Same as the basis for
	overseas-listed foreign shares may transfer by	overseas-listedforeignshares may transfer by	amendments to item 5.
	the standard form of transfer of the place of	the standard form of transfer of the place of
	listing or the form of transfer signed or bearing	listing or the form of transfer signed or bearing
	machine printed signatures all or any part of	machine printed signatures all or any part of
	his/her shares. Transfer of the shares held by	his/her shares. Transfer of the shares held by
	holders of non-listed foreign shares is subject to	holders of non-listedforeignshares is subject to
	the applicable laws and regulations of China.		the applicable laws and regulations of China.
15.	Article	54	Applications for	a	Article	54	Applications for	a	Same as the basis for
	replacement share certificate by shareholders of	replacement share certificate by shareholders of	amendments to item 5.
	domestic shares and non-listed foreign shares	domestic shares and non-listed foreignshares
	shall be addressed pursuant to relevant	shall be addressed pursuant to relevant
	requirements of the Company Law.		requirements of the Company Law.
16.	Article	55	Applications for	a	Article	55	Applications for	a	Same as the basis for
	replacement share certificate by holders of	replacement share certificate by holders of	amendments to item 5.
	overseas-listed foreign shares shall be	overseas-listedforeignshares shall be
	addressed pursuant to the laws, the rules of the	addressed pursuant to the laws, the rules of the
	stock exchange, or other relevant regulations of	stock exchange, or other relevant regulations of
	the jurisdiction in which the original register of	the jurisdiction in which the original register of
	shareholders for overseas-listed foreign shares	shareholders for overseas-listedforeignshares
	is maintained.				is maintained.

- 38 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


				Main Basis of
Number	Original Article	Amended Article	Amendments
17.		Article 56 With respect to holders	Article 56 With respect to holders	Same as the basis for
	of foreign shares listed in Hong Kong who have	of foreign shares overseas-listedshares of the	amendments to item 5.
	lost their share certificates and file an	Companylisted in Hong Kong who have lost
	application to the Company for a new share	their share certificates and file an application to
	certificate, it shall be handled in compliance	the Company for a new share certificate, it shall
	with the following requirements:	be handled in compliance with the following
		(1) The applicant shall submit an	requirements:
		(1) The applicant shall submit an
	application to the Company in a prescribed
	form along with a notarization or a statutory	application to the Company in a prescribed
	declaration stating the grounds upon which the	form along with a notarization or a statutory
	application is made and the circumstances and	declaration stating the grounds upon which the
	evidence of the loss. Moreover, the applicant	application is made and the circumstances and
	shall declare that no other person shall be	evidence of the loss. Moreover, the applicant
	entitled to have his/her name entered into the	shall declare that no other person shall be
	register of shareholders with respect to the	entitled to have his/her name entered into the
	relevant shares;	register of shareholders with respect to the
		(2) The Company shall not have	relevant shares;
	received any declaration made by any person	(2) The Company shall not have
	other than the applicant declaring that his/her	received any declaration made by any person
	name shall be entered into the register of	other than the applicant declaring that his/her
	shareholders with respect to such shares prior	name shall be entered into the register of
	to the issue of a replacement share certificate to	shareholders with respect to such shares prior
	the applicant;	to the issue of a replacement share certificate to
		(3) In the event that the Company	the applicant;
	intends to issue a replacement share certificate	(3) In the event that the Company
	to an applicant, it shall publish an	intends to issue a replacement share certificate
	announcement of such intention at least once	to an applicant, it shall publish an
	every 30 days within a period of 90 days in the	announcement of such intention at least once
	newspaper as prescribed by the Board;	every 30 days within a period of 90 days in the
			newspaper as prescribed by the Board;

- 39 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


					Main Basis of
Number	Original Article	Amended Article		Amendments
	(4)	Prior to its publication, the	(4) Prior to its publication,	the
	Company shall deliver, to the stock exchange on	Company shall deliver, to the stock exchange on
	which its shares are listed, a copy of	which its shares are listed, a copy of the
	aforementioned announcement. The Company	aforementioned announcement. The Company
	may publish the announcement upon receipt of	may publish the announcement upon receipt of
	confirmation from such stock exchange	confirmation from such stock exchange
	confirming the announcement has been	confirming the announcement has been
	exhibited on the premises of said stock	exhibited on the premises of said stock
	exchange. Such announcement shall be	exchange. Such announcement shall be
	exhibited on the premises of the stock exchange	exhibited on the premises of the stock exchange
	for a period of 90 days. In case an application	for a period of 90 days. In case an application
	for a replacement share certificate is made	for a replacement share certificate is made
	without the consent of the registered holder of	without the consent of the registered holder of
	the relevant shares, the Company shall deliver,	the relevant shares, the Company shall deliver,
	by mail, to such registered shareholder a copy	by mail, to such registered shareholder a copy
	of the announcement to be published;	of the announcement to be published;
	(5) Upon expiration of the 90-day	(5) Upon expiration of the 90-day
	period referred to in the Clauses (3) and (4) of	period referred to in the Clauses (3) and (4) of
	this Article, the Company may issue the	this Article, the Company may issue the
	replacement share certificate to the applicant in	replacement share certificate to the applicant in
	the event that the Company has not received	the event that the Company has not received
	any objections from any person with respect to	any objections from any person with respect to
	the issuance of a replacement share certificate;	the issuance of a replacement share certificate;
	(6) When the Company issues a	(6) When the Company issues a
	replacement share certificate pursuant to the	replacement share certificate pursuant to the
	provisions of this Article, it shall cancel the	provisions of this Article, it shall cancel the
	original share certificate and record the	original share certificate and record the
	cancellation of said original share certificate,	cancellation of the said original share
	along with the issuance of the replacement	certificate, along with the issuance of the
	share certificate in the register of shareholders;	replacement share certificate in the register of
	(7) All expenses relating to the	shareholders;
	cancellation of the original share certificate and	(7) All expenses relating to the
	the issuance of a replacement share certificate	cancellation of the original share certificate and
	shall be borne by the applicant, and the	the issuance of a replacement share certificate
	Company shall have the right to refuse to take	shall be borne by the applicant, and the
	any action until reasonable guarantee is	Company shall have the right to refuse to take
	provided by the applicant.	any action until reasonable guarantee is
			provided by the applicant.

- 40 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


						Main Basis of
Number	Original Article			Amended Article		Amendments
18.	Article	60	The Company's	Article 60	The Company's	The former State
	shareholders of ordinary shares shall enjoy the	shareholders of ordinary shares shall enjoy the	Administration for
	following rights:			following rights:		Industry and Commerce
						issued the Notice of
	(1) the right to receive dividends	(1) the right to receive dividends	Suspension of Annual
	and other distributions proportional to the	and other distributions proportional to the	Inspection of Enterprises
	number of shares held;		number of shares held;		(GSQZ [2014] No. 28) in
	(2) the right to attend Shareholders'	(2) the right to attend Shareholders'	February 2014, and decided
	Meeting either in person or by proxy and	Meetings either in person or by proxy and	to stop the annual
	exercise the voting right;		exercise the voting right;		inspection of enterprises
	(3) the right to supervise, advise on	(3) the right to supervise, advise on	with business licenses from
	or inquire about the operating activities of the	or inquire about the operating activities of the	1 March 2014.
	Company;			Company;
	(4) the right to transfer the shares	(4) the right to transfer the shares
	held according to laws and regulations and	held according to laws and regulations and
	these Articles of Association;	these Articles of Association;
	(5) the right to be provided with	(5) the right to be provided with
	relevant information in accordance with	relevant information in accordance with the
	provisions of these Articles of Association,	provisions of these Articles of Association,
	including:			including:
	1. to obtain a copy of these Articles	1. to obtain a copy of these Articles
	of Association, subject to payment of the cost;	of Association, subject to payment of the cost;

- 41 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
							THE ARTICLES OF ASSOCIATION


											Main Basis of
Number	Original Article				Amended Article				Amendments
	2. to inspect and to make duplicate	2. to inspect and to make duplicate
	copies, subject to payment at a reasonable	copies, subject to payment at a reasonable
	charge, of the followings:				charge, of the followings:
	(1) all parts of the register of	(1) all parts of the register of
	shareholders;				shareholders;
	(2)	personal	profiles	of	the	(2)	personal	profiles	of	the
	Company's	Directors, Supervisors,	General	Company's	Directors, Supervisors,	General
	Manager and other members of senior	Manager and other members of senior
	management including: their present and	management including: their present and
	former names and aliases; their principal	former names and aliases; their principal
	addresses (residence); their nationalities; their	addresses (residence); their nationalities; their
	full-time and all other part-time occupations	full-time and all other part-time occupations
	and duties; their identification documents and	and duties; their identification documents and
	the numbers thereof.				the numbers thereof.
	(3)	report(s)	on the Company's	(3)	report(s)	on the Company's
	share capital;				share capital;
	(4)	the latest	audited financial	(4)	the latest	audited financial
	report, the report of the Board of Directors, the	report, the report of the Board of Directors, the
	report of auditors, and the report of the Board of	report of auditors, and the report of the Board of
	Supervisors of the Company;			Supervisors of the Company;
	(5)	special resolutions	of	the	(5)	special resolutions	of	the
	Company;					Company;

- 42 -

- 43 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


				Main Basis of
Number	Original Article	Amended Article	Amendments
		(6) the right to receive distribution	(6) the right to receive distribution
	of the remaining assets proportional to the	of the remaining assets proportional to the
	number of shares held when the Company	number of shares held when the Company
	dissolves or liquidates;	dissolves or liquidates;
		(7) other rights conferred by the laws	(7) other rights conferred by the
	and regulations and these Articles of	laws and regulations and these Articles of
	Association.	Association.
		The Company shall not otherwise	The Company shall not otherwise
	stay or infringe any rights attached to any	stay or infringe any rights attached to any
	shares on the sole basis that the holders of such	shares on the sole basis that the holders of such
	shares with direct or indirect interests in such	shares with direct or indirect interests in such
	shares have failed to disclose the said interests	shares have failed to disclose the said interests
	to the Company.	to the Company.

- 44 -

APPENDIX II EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

			Main Basis of
Number	Original Article	Amended Article	Amendments
19.	Article 68 When the Company	Article 68 When the Company	Same as the basis for
	convenes the general meeting, written notices	convenes the annualgeneral meeting, written	amendments to item 1.
	of the meeting shall be provided in no less than	notices of the meeting shall be provided in no
	45 days prior to the date of the meeting to notify	less than 45 days20 business daysprior to the
	all the shareholders registered in the register of	date of the meeting to notify all the
	shares with respect to the matters to be	shareholders registered in the register of shares
	considered, and the date and the place of the	with respect to the matters to be considered,
	meeting. A shareholder who intends to attend	and the date and the place of the meeting. A
	the meeting shall deliver his written reply	shareholder who intends to attend the meeting
	concerning his attendance in no less than 20	shall deliver his written reply concerning his
	days before the date of the meeting.	attendance in no less than 20 days before the
	In the case that the rules of the	date of the meeting.A written notice shall be
	given 10 business days or 15 days (whichever
	securities regulatory body or the stock	is earlier) prior to the convening of the
	exchange in the place where the shares of the	extraordinary general meeting.
	Company are listed require the Company to	In the case that the rules of the
	send out, mail, deliver, distribute, announce or
	by other means provide relevant documents of	securities regulatory body or the stock
	the Company in both the Chinese and English	exchange in the place where the shares of the
	language, if after the Company has made	Company are listed require the Company to
	proper arrangement to determine whether its	send out, mail, deliver, distribute, announce or
	shareholders wish to receive either the English	by other means provide relevant documents of
	version or the Chinese version only, the	the Company in both the Chinese and English
	Company may, within the scope permitted by	language, if after the Company has made
	the applicable laws and regulations and	proper arrangement to determine whether its
	according to such applicable laws and	shareholders wish to receive either the English
	regulations, send to the relevant shareholders	version or the Chinese version only, the
	the English version or the Chinese version only	Company may, within the scope permitted by
	(in accordance with the wishes as stated by the	the applicable laws and regulations and
	shareholders). Subject to the applicable laws	according to such applicable laws and
	and regulations and the rules of the stock	regulations, send to the relevant shareholders
	change on which the shares of the Company are	the English version or the Chinese version only
	listed, the communications of the Company,	(in accordance with the wishes as stated by the
	including but not limited to notices of general	shareholders). Subject to the applicable laws
	meetings, circulars to shareholders, annual	and regulations and the rules of the stock
	reports, interim reports and quarterly reports,	change on which the shares of the Company
	may also be made available to the holders of	are listed, tThe communications of the
	foreign shares by publication of them in the	Company, includingincludesbut not limited
	website of the Company.	to notices of general meetings, circulars to
		shareholders, annual reports, interim reports
		and quarterly reports; may also be made
		available to the holders of foreign shares by
		publication of them in the website of the
		Company.

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APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


				Main Basis of
Number	Original Article	Amended Article	Amendments
20.		Article 70 The Company shall, based	Article 70 The Company shall,	Same as the basis for
	on the written replies received from	based on the written replies received from	amendments to item 1.
	shareholders, calculate the number of voting	shareholders, calculate the number of voting
	shares represented by the shareholders who	shares represented by the shareholders who
	intend to attend the meeting 20 days prior to the	intend to attend the meeting 20 days prior to
	date of the general meeting of shareholders. In	the date of the general meeting of
	the event that the number of voting shares	shareholders. In the event that the number of
	represented by the shareholders who intend to	voting shares represented by the shareholders
	attend the meeting represents one half or more	who intend to attend the meeting represents
	of the Company's total voting shares, the	one half or more of the Company's total voting
	Company may hold the meeting. If otherwise,	shares, the Company may hold the meeting. If
	then the Company shall, within 5 days, notify	otherwise, then the Company shall, within 5
	the shareholders again by public notice of the	days, notify the shareholders again by public
	matters to be considered, and the place and the	notice of the matters to be considered, and the
	date for the meeting. The Company may hold	place and the date for the meeting. The
	the meeting following the publication of such	Company may hold the meeting following the
	notice.		publication of such notice.
		No matters unspecified in the notice	Subject to compliance with the
	of extraordinary general meeting shall be	applicable laws and regulations and the rules
	decided on at such meeting.	of the stock change on which the shares of the
			Company are listed, the notice may be made
			available by issuance at the website of the
			Hong Kong Stock Exchange or publication on
			one or more designated newspapers for
			holders of overseas-listed shares listed in
			Hong Kong. Upon such announcement, the
			notice of the relevant Shareholders' Meeting
			shall be deemed to have been received by the
			holders of overseas-listed shares listed in
			Hong Kong.
			No matters unspecified in the notice
			or supplementary noticeof extraordinary
			general meeting shall be decided on at such
			meeting.

- 46 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


						Main Basis of
Number	Original Article			Amended Article		Amendments
21.	Article	72	Unless otherwise	Article 72	Unless otherwise	Same as the basis for
	provided in these Articles of Association, notice	provided in these Articles of Association, notice	amendments to item 1.
	of general meeting of shareholders shall be	of general meeting of shareholders shall be
	served on each shareholder (whether or not	served on each shareholder (whether or not
	entitled to vote at the meeting), by personal	entitled to vote at the meeting), by personal
	delivery or prepaid mail to their addresses as	delivery or prepaid mail to their addresses as
	shown in the register of shareholders. For the	shown in the register of shareholders. For the
	holders of domestic shares, notices of the	holders of domestic shares, notices of the
	general meeting may also be issued by way of	general meeting may also be issued by way of
	public announcements.		public announcements.
	The public announcement as referred	The public announcement as referred
	to in the preceding paragraph shall be	to in the preceding paragraph shall be
	published in 1 or more national newspapers	published in 1 or more national newspapers
	designated by the securities regulatory	designated by the securities regulatory
	authorities of the State Council within 45 days	authorities of the State Council pursuant to the
	to 50 days prior to the date of the meeting. Upon	time limit of the notice of the Shareholders'
	publication of such announcements, the holders	Meeting set out in the Articles of Association
	of domestic shares shall be deemed to have	within 45 days to 50 days prior to the date of
	received the notice for the Shareholders'	the meeting. Upon publication of such
	Meeting.			announcements, the holders of domestic shares
				shall be deemed to have received the notice for
				the Shareholders' Meeting.

- 47 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


				Main Basis of
Number	Original Article		Amended Article	Amendments
22.	Article 94	Shareholders who hold	Article 94 Shareholders who hold	Same as the basis for
	different classes of shares shall be known as	different classes of shares shall be known as	amendments to item 5.
	class shareholders.		class shareholders.
	Class shareholders shall be entitled to	Class shareholders shall be entitled to
	rights and assume obligations according to the	rights and assume obligations according to the
	laws, administrative regulations and these	laws, administrative regulations and these
	Articles of Association.	Articles of Association.
	Where the Company issues shares	Upon approval by the securities
	which do not carry voting rights, the words	regulatory authorities under the State Council
	"nonvoting" shall appear in the designation of	and the overseas stock exchange(s), where the
	such shares.		Company's domestic shares are converted into
	Where the share capital includes	overseas-listed shares and traded on the
	overseas stock exchange(s), the converted
	shares with different voting rights, the	overseas-listed shares shall be deemed the
	designation of each class of shares, other than	same class of shares as the existing
	those with the most favourable voting rights,	overseas-listed shares.
	must include the words "restricted voting" or	Where the Company issues shares
	"limited voting".
			which do not carry voting rights, the words
			"nonvoting" shall appear in the designation of
			such shares.
			Where the share capital includes
			shares with different voting rights, the
			designation of each class of shares, other than
			those with the most favourable voting rights,
			must include the words "restricted voting" or
			"limited voting".

- 48 -

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Main Basis of

Number

Original Article

Amended Article

Amendments

23.

Article

The

following

Article

The

following

Same as the basis for

circumstances shall be deemed as a variation or

amendments to item 5.

abrogation of rights of a class shareholder:

(1) an increase or decrease in the

number of shares of such class, or an increase or

decrease in the number of shares of another

class having voting rights or distribution rights

or other privileges equal to or superior to those

of the shares of such class;

(2) the conversion of all or part of

the shares of such class into the shares of

another class or the conversion or creation of a

right of conversion of all or part of the shares of

another class into the shares of such class;

(3) the removal or reduction of

rights to receive accrued dividends or rights to

cumulative dividends attached to the shares of

such class;

(4) the reduction or removal of the

preferential rights attached to the shares of such

class for the receipt of dividends or for the

distribution of assets in the event that the

Company is liquidated;

(5)

the

addition,

removal or

(5)

the addition,

removal or

reduction of the rights of conversion, options

rights,

voting

rights,

transfer rights,

rights, voting

rights,

transfer rights,

pre-emptive rights, or rights to acquire

securities of the Company attached to the shares

of such class;

- 49 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


					Main Basis of
Number	Original Article		Amended Article		Amendments
	(6) the removal or reduction of the	(6) the removal or reduction of the
	rights to receive payment receivable from the	rights to receive payment receivable from the
	Company in the particular currencies attached	Company in the particular currencies attached
	to the shares of such class;	to the shares of such class;
	(7) the creation of a new class of	(7) the creation of a new class of
	shares having voting rights or distribution	shares having voting rights or distribution
	rights or other privileges equal to or superior to	rights or other privileges equal to or superior to
	those of the shares of such class;	those of the shares of such class;
	(8) the restriction of the transfer or	(8) the restriction of the transfer or
	ownership of the shares of such class or the	ownership of the shares of such class or the
	imposition of stricter restrictions thereof;	imposition of stricter restrictions thereof;
	(9) the	issue of any rights to	(9) the issue of any rights	to
	subscribe for, or to convert into, shares in the	subscribe for, or to convert into, shares in the
	Company of the same class or another class;	Company of the same class or another class;
	(10) the enhancement of rights or	(10) the enhancement of rights or
	privileges of the shares of other classes;	privileges of the shares of other classes;

- 50 -

APPENDIX II		EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
					THE ARTICLES OF ASSOCIATION


							Main Basis of
Number	Original Article	Amended Article		Amendments
		(11)	the restructuring of the	(11)	the restructuring	of the
	Company pursuant to which shareholders of	Company pursuant to which shareholders of
	different	classes assume disproportionate	different classes assume disproportionate
	liability;			liability;
		(12) the revision or abrogation of	(12) the revision or abrogation of
	the provisions of this Chapter.	the provisions of this Chapter.
				In respect of such revision or
				abrogation of class shareholders' rights as
				caused by the changes in domestic and
				overseas laws, administrative regulations and
				listing rules on the stock exchange(s) where
				the shares of the Company are listed as well as
				the decisions made by domestic and overseas
				regulatory authorities according to law, no
				approval is required from the shareholders'
				meeting or the class meeting.
				Upon approval by the securities
				regulatory authorities under the State Council
				and the overseas stock exchange(s) if
				applicable, any transfer by the Company's
				holders of domestic shares of all or part of the
				shares to foreign investors for listing and
				trading on the overseas stock exchange(s), or
				any conversion of all or part of non-listed
				domestic shares into overseas listed shares for
				listing and trading on the foreign stock
				exchange(s), shall not be deemed the
				Company's intention to vary or abrogate the
				rights of class shareholders.

- 51 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


				Main Basis of
Number	Original Article	Amended Article	Amendments
24.		Article 99 A written notice of a class	Article 99 A written notice of a	Same as the basis for
	meeting shall be given 45 days prior to the date	class meeting shall be given 45 days prior to	amendments to item 1.
	of the class meeting to notify all of the	the date of the class meeting to notify all of the
	registered shareholders of such class of the	registered shareholders of such class of the
	matters to be considered, the date and the place	matters to be considered, the date and the
	of the class meeting. A shareholder who intends	place of the class meeting. A shareholder who
	to attend the class meeting shall deliver his	intends to attend the class meeting shall
	written reply for the attendance at the meeting	deliver his written reply for the attendance at
	20 days prior to the date of the meeting.	the meeting 20 days prior to the date of the
		In the event that the shareholders	meeting.Where the Company convenes a class
		shareholders' meeting, the period for issuing a
	who intend to attend such a meeting represent	written notice shall be the same as the written
	more than half of the total number of voting	notice period for the non-class shareholders'
	shares of that class, the Company may hold the	meeting to be convened on the same day of
	class meeting; otherwise, the Company shall	such class meeting.
	within 5 days notify the shareholders of the
	class, again by public notice, of the matters to be	In the event that the shareholders
	considered as well as the date and place for the	who intend to attend such a meeting represent
	class meeting. The Company may then hold the	more than half of the total number of voting
	class meeting after the publication of such	shares of that class, the Company may hold the
	notice.		class meeting; otherwise, the Company shall
			within 5 days notify the shareholders of the
			class, again by public notice, of the matters to
			be considered as well as the date and place for
			the class meeting. The Company may then
			hold the class meeting after the publication of
			such notice.

- 52 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


				Main Basis of
Number	Original Article	Amended Article	Amendments
25.	Article 101 Apart from the holders	Article 101 Apart from the holders of	Same as the basis for
	of other classes of shares, holders of domestic	other classes of shares, holders of domestic	amendments to item 5.
	shares and holders of non-listed foreign shares	shares and holders of non-listedforeign shares
	shall be deemed to be of the same class; holders	shall be deemed to be of the same class;
	of domestic	shares and holders of	holders of domestic shares and holders of
	overseas-listed foreign shares shall be deemed	overseas-listed foreign shares shall be deemed
	to be of different classes; and holders of	to be of different classes; and holders of
	non-listed foreign shares and holders of	non-listed foreign shares, and holders of
	overseas-listed foreign shares shall be deemed	overseas-listedforeign sharesand holders of
	to be of different classes.	overseas-listedsharesshall be deemed to be of
	In the case of authorization,	different classes.

	allocation or issue of shares, the special	In the case of authorization,
	procedures for voting of class shareholders	allocation or issue of shares, tThe special
	shall not apply under the following	procedures for voting of class shareholders
	circumstances:		shall not apply under the following
	(1) where, upon approval by a	circumstances:
	(1) where, upon approval by a
	special resolution passed at a Shareholders'
	Meeting (subject to the unconditional	special resolution passed at a Shareholders'
	authorization or the terms and conditions	Meeting (subject to the unconditional
	stipulated in the resolution), the Company	authorization or the terms and conditions
	authorizes, allocates or issues domestic shares	stipulated in the resolution), the Company
	and overseas-listed foreign shares either	authorizes, allocates or issues domestic shares
	separately or concurrently once every twelve	and overseas-listedforeignshares either
	months, and the number of each of the domestic	separately or concurrently once every twelve
	shares and overseas-listed foreign shares so	months, and the number of each of the domestic
	issued does not exceed 20% of the number of the	shares and overseas-listedforeignshares so
	respective outstanding shares; or	issued does not exceed 20% of the number of the
			respective outstanding shares; or

- 53 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


				Main Basis of
Number	Original Article	Amended Article	Amendments
		(2) where such shares are part of a	(2) where such shares are part of a
	plan of the Company to issue domestic shares or	plan of the Company to issue domestic shares or
	overseas-listed foreign shares at its	overseas-listedforeignshares at its
	establishment, which has been completed	establishment, which has been completed
	within 15 months of the approval by the	within 15 months of the approval by the
	competent regulatory bodies under the State	competent regulatory bodies under the State
	Council.		Council.; or
			(3) upon approval by the securities
			regulatory authorities under the State Council
			and the overseas stock exchange(s), the
			transfer by the Company's holders of domestic
			shares of all or part of the shares held thereby
			to foreign investors for listing and trading on
			the overseas stock exchange(s); or the
			conversion of all or part of domestic shares
			into overseas-listed shares for listing and
			trading on the foreign stock exchange(s).

- 54 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


				Main Basis of
Number	Original Article	Amended Article	Amendments
26.	Article	154 The Company shall	Article 154 The Company shall	Same as the basis for
	send by prepaid mail to each holders of	send by prepaid mail to each holdersof	amendments to item 5.
	overseas-listed foreign shares, at the address of	overseas-listedforeignshares, at the address of
	such shareholder as shown in the register of	such shareholder as shown in the register of
	shareholders, a copy of the annual report	shareholders, a copy of the annual report
	containing the balance sheet (including each	containing the balance sheet (including each
	document to be contained in the appendices of	document to be contained in the appendices of
	the balance sheet as required by relevant laws	the balance sheet as required by relevant laws
	and regulations), the income statement or the	and regulations), the income statement or the
	statement of recognized income and expenses	statement of recognized income and expenses
	or the summarized financial report, at least 21	or the summarized financial report, at least 21
	days prior to the date of every annual general	days prior to the date of every annual general
	meeting.		meeting.

- 55 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
						THE ARTICLES OF ASSOCIATION


									Main Basis of
Number	Original Article			Amended Article			Amendments
27.	Article 159	The	Company's	Article 159	The	Company's	Same as the basis for
	after-tax profit shall be allocated in the	after-tax profit shall be	allocated in the	amendments to item 5.
	following order:				following order:
	(1) the making up of any loss;	(1) the making up of any loss;
	(2)	allocation	to	the statutory	(2)	allocation	to	the statutory
	common reserve fund;			common reserve fund;
	(3)	allocation	to	discretionary	(3)	allocation	to	discretionary
	common reserve fund in accordance with the	common reserve fund in accordance with the
	resolution passed at the Shareholders' Meeting;	resolution passed at the Shareholders' Meeting;
	(4)	payment of ordinary share	(4)	payment of ordinary share
	dividends. No profit shall be distributed as	dividends. No profit shall be distributed as
	dividends or in any other form as bonus before	dividends or in any other form as bonus before
	making up losses and setting aside of the	making up losses and setting aside of the
	Company's statutory reserve fund.	Company's statutory reserve fund.
	Any amount paid up in advance of	Any amount paid up in advance of
	calls on any shares may carry interest but shall	calls on any shares may carry interest but shall
	not entitle the shareholder of such shares to	not entitle the shareholder of such shares to
	participate in respect thereof in a dividend	participate in respect thereof in a dividend
	subsequently declared.			subsequently declared.

- 56 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
					THE ARTICLES OF ASSOCIATION


							Main Basis of
Number	Original Article	Amended Article			Amendments
		The power to cease sending dividend		The power to cease sending dividend
	warrants by post will not be exercised until such	warrants by post will not be exercised until such
	dividend warrants have been so left uncashed	dividend warrants have been so left uncashed
	on two consecutive occasions. However, such	on two consecutive occasions. However, such
	power may also be exercised after the first	power may also be exercised after the first
	occasion on which such a dividend warrant is	occasion on which such a dividend warrant is
	returned undelivered.	returned undelivered.
		Subject to the laws and regulations of		Subject to the laws and regulations of
	China and the rules of the Hong Kong Stock	China and the rules of the Hong Kong Stock
	Exchange, the Company may exercise its power	Exchange, the Company may exercise its power
	to forfeit unclaimed dividends, but only upon	to forfeit unclaimed dividends, but only upon
	the expiry of the period for which the dividends	the expiry of the period for which the dividends
	can be claimed. With regard to the exercise of	can be claimed. With regard to the exercise of
	power to issue warrants in bearer form, no new	power to issue warrants in bearer form, no new
	warrants shall be issued to replace one that has	warrants shall be issued to replace the one that
	been lost, unless the Company is satisfied	has been lost, unless the Company is satisfied
	beyond reasonable doubt that the original has	beyond reasonable doubt that the original has
	been destroyed.	been destroyed.
		With regard to the right to dispose of		With regard to the right to dispose of
	the shares held by untraceable shareholders of	the	shares	held	by	untraceable
	overseas-listed foreign shares, the Company's	shareholdersholders of overseas-listed foreign
	right to dispose is subject to the following	shares, the Company's right to dispose is
	conditions: (1) during a period of 12 years,	subject to the following conditions: (1) during a
	dividends in respect of the shares in question	period of 12 years, dividends in respect of the
	have been distributed at least three times and	shares in question have been distributed at least
	no such dividend has been claimed; and (2)	three times and no such dividend has been
	upon expiry of the 12-year period, the Company	claimed; and (2) upon expiry of the 12-year
	has given notice of its intention to dispose of	period, the Company has given notice of its
	such shares by way of an announcement	intention to dispose of such shares by way of an
	published in newspapers and informs the Hong	announcement published in newspapers and
	Kong Stock Exchange of its intention.	informs the Hong Kong Stock Exchange of its
			intention.

- 57 -

APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


					Main Basis of
Number	Original Article	Amended Article		Amendments
28.		Article 164 Dividends in respect of	Article 164 Dividends in respect of	Same as the basis for
	ordinary shares shall be denominated and	ordinary shares shall be denominated and	amendments to item 5.
	declared in Renminbi. Dividends in respect of	declared in Renminbi. Dividends in respect of
	domestic shares shall be paid in Renminbi.	domestic shares shall be paid in Renminbi.
	Dividends in respect of overseas-listed foreign	Dividends in respect of overseas-listedforeign
	shares and other distributions shall be paid in	shares and other distributions shall be
	the currency of the place where the shares are	denominated and declared in Renminbi, and
	listed, and where there is more than one of such	shall bepaid in the currency of the place where
	places, in the currency of the place of primary	the shares are listed, and where there is more
	listing as determined by the Board of Directors.	than one of such places, in the currency of the
	Dividends in respect of non-listed foreign	place of primary listing as determined by the
	shares shall be paid in Hong Kong dollars.	Board of Directors. Dividends in respect of
			non-listed foreign shares shall be paid in
			Hong Kong dollars.
29.		Article 177 In the event of a merger	Article 177 In the event of a merger	Same as the basis for
	or division of the Company, the Company's	or division of the Company, the Company's	amendments to item 5.
	Board of Directors shall submit a motion, which	Board of Directors shall submit a motion, which
	shall be approved in accordance with the	shall be approved in accordance with the
	procedures stipulated in these Articles of	procedures stipulated in these Articles of
	Association and go through relevant	Association and go through relevant
	examination and approval formalities pursuant	examination and approval formalities pursuant
	to laws. Shareholders who object to the merger	to laws. Shareholders who object to the merger
	or division proposal shall be entitled to request	or division proposal shall be entitled to request
	that the Company or the consenting	that the Company or the consenting
	shareholders acquire such dissenting	shareholders acquire such	dissenting
	shareholders' shares at a fair price.	shareholders' shares at a fair price.
		The content of the resolution on the	The content of the resolution on the
	merger or division of the Company shall be	merger or division of the Company shall be
	contained in a special document which shall be	contained in a special document which shall be
	made available for inspection by shareholders	made available for inspection by shareholders
	of the Company. The document as stated above	of the Company. The document as stated above
	shall	be sent by mail to holders of	shall be sent by mail to	holders of
	overseas-listed foreign shares. The Company	overseas-listedforeignshares. The Company
	may publish such content in the form of	may publish such content in the form of
	announcements (including announcements	announcements (including announcements
	published through the website of the Company)	published through the website of the Company)
	subject to the fulfillment of requirements of the	subject to the fulfillment of requirements of the
	laws, regulations and the listing rules of the	laws, administrative regulations and the listing
	place where the shares of the Company are	rules of the place where the shares of the
	listed.		Company are listed.
30.		Article 180 Changes in registration	Article 180 Changes in registration	Same as the basis for
	particulars of the Company resulting from the	particulars of the Company resulting from the	amendments to item 3.
	merger or division must be registered with the	merger or division must be registered with the
	Administration for Industry and Commerce in	Administration for Industry and Commerce
	accordance with law. Cancellation of the	company registration authorityin accordance
	Company shall be registered in accordance with	with law. Cancellation of the Company shall be
	the law when the Company is dissolved.	registered in accordance with the law when the
	Incorporation of the Company shall be	Company is dissolved. Incorporation of the
	registered when a new company is incorporated	Company shall be registered when a new
	in accordance with law.	company is incorporated in accordance with
			law.

- 58 -

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Main Basis of

Number

Original Article

Amended Article

Amendments

31.

Article

189

Following

the

Article

189

Following

the

Same as the basis for

completion of liquidation, the liquidation

amendments to item 3.

committee shall prepare a liquidation report, a

statement of income and expenses and financial

accounts for the liquidation, which shall be

verified by a China registered accountant and

submitted to the Shareholders' Meeting or the

relevant

competent

authorities

for

relevant

competent

authorities

for

confirmation.

The liquidation

committee

shall,

The liquidation

committee

shall,

within 30 days of such confirmation, submit the

aforementioned

documents

the

aforementioned

documents

the

Administration for Industry and Commerce for

Administration for Industry and Commerce

an application for a cancellation of registration

company registration authorityfor an

of the Company, and publish an announcement

application for a cancellation of registration of

in respect of the termination of the Company.

the Company, and publish an announcement in

respect of the termination of the Company.

- 59 -

APPENDIX II EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

								Main Basis of
Number	Original Article					Amended Article	Amendments
32.		Article	192	The Company shall	Article 192 The Company shall	Same as the basis for
	abide by the following principles for dispute	abide by the following principles for dispute	amendments to item 5.
	resolution:						resolution:
		(1) Any	disputes	or	claims	(i)	(1) Any disputes or claims (i) between
	between the Company and the Directors or	the Company and the Directors or members of
	members of senior management; and (ii)	senior management; and (ii) between holders of
	between holders of foreign shares (including	foreign shares (includingholders of
	holders of overseas-listed foreign shares and	overseas-listedforeignshares and holders of
	holders of non-listed foreign shares) and the	non-listedforeign shares)and the Company,
	Company, between holders of foreign shares	between holders of foreign shares (including
	(including holders of overseas-listed foreign	holders of overseas-listedforeignshares and
	shares and holders of non-listed foreign shares)	holders of non-listedforeign shares)and the
	and the Directors, Supervisors, General	Directors, Supervisors, General Manager or
	Manager or other members of senior	other members of senior management, and
	management, and between holders of	between holders of overseas-listedforeign
	overseas-listed foreign shares and holders of	shares holders of non-listedforeign shares or
	non-listed foreign shares or holders of domestic	and holders of domestic shares, with respect to
	shares, with respect to any rights or obligations	any rights or obligations by virtue of these
	by virtue of these Articles of Association, the	Articles of Association, the Company Law, the
	Company Law, the Special Provisions and any	Special Provisions and any rights or obligations
	rights or obligations conferred upon or imposed	conferred upon or imposed by any other
	by any other relevant laws and administrative	relevant laws and administrative regulations
	regulations concerning the affairs of the	concerning the affairs of the Company, shall be
	Company, shall be submitted to arbitration by	submitted to arbitration by the parties
	the	parties	concerned.	When	the	concerned. When the aforementioned dispute
	aforementioned dispute or claim of rights is	or claim of rights is submitted to arbitration, the
	submitted to arbitration, the entire claim or	entire claim or dispute shall be submitted to
	dispute shall be submitted to arbitration, and	arbitration, and all persons whose causes of
	all persons whose causes of action were based	action were based on the same ground, giving
	on the same ground, giving rise to the dispute	rise to the dispute or claim or whose
	or claim or whose participation shall be	participation shall be necessary for the
	necessary for the resolution of such dispute or	resolution of such dispute or claim, shall, where
	claim, shall, where such person is the Company,	such person is the Company, the Company's
	the	Company's	shareholders,	Directors,	shareholders, Directors, Supervisors, General
	Supervisors, General Manager, or other	Manager, or other members of senior
	members of senior management of the	management of the Company, comply with the
	Company, comply with the arbitration.	arbitration. Disputes with respect to the
	Disputes with respect to the definition of	definition of shareholders and disputes
	shareholders and disputes concerning the	concerning the register of shareholders need not
	register of shareholders need not be resolved by	be resolved by arbitration.
	arbitration.

- 60 -

APPENDIX II		EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
						THE ARTICLES OF ASSOCIATION


							Main Basis of
Number	Original Article			Amended Article		Amendments
	(2)	A	claimant may select an	(2)	A claimant may select an
	arbitration to be administered either by the	arbitration to be administered either by the
	China International Economic and Trade	China International Economic and Trade
	Arbitration Commission in accordance with its	Arbitration Commission in accordance with its
	Rules, or the Hong Kong International	Rules, or the Hong Kong International
	Arbitration Center in accordance with its	Arbitration Center in accordance with its
	Securities Arbitration Rules. Once a claimant	Securities Arbitration Rules. Once a claimant
	submits a dispute or claim of rights to	submits a dispute or claim of rights to
	arbitration, the other party must submit to the	arbitration, the other party must submit to the
	arbitration institution selected by the claimant.	arbitration institution selected by the claimant.
	If a claimant selects the Hong Kong	If a claimant selects the Hong Kong
	International Arbitration Center as the	International Arbitration Center as the
	arbitration institution, either party to the	arbitration institution, either party to the
	dispute or claim may apply for the arbitration	dispute or claim may apply for the arbitration
	venue to be in Shenzhen, in accordance with the	venue to be in Shenzhen, in accordance with the
	Securities Arbitration Rules of the Hong Kong	Securities Arbitration Rules of the Hong Kong
	International Arbitration Center.	International Arbitration Center.
	(3)	Unless	laws and regulations	(3)	Unless	laws and regulations
	specify otherwise, laws and regulations of	specify otherwise, laws and regulations of
	China are applicable to arbitration of settling	China are applicable to arbitration of settling
	the dispute or claim for rights as described in	the dispute or claim for rights as described in
	Clause (1) above.			Clause (1) above.
	(4) The award of the arbitration	(4) The award of the arbitration
	shall be final and conclusive and binding on all	shall be final and conclusive and binding on all
	the parties.				the parties.
33.	Article	197	These Articles of	Article 197	These Articles of	Same as the basis for
	Association are prepared in both Chinese and	Association are prepared in both Chinese and	amendments to item 3.
	English versions. In the case of any	English versions.In the case of any
	discrepancies between these versions, the	discrepancies between these versions, the
	Chinese version last approved by and	Chinese version last approved by and
	registered with the Administration for Industry	registered with the Administration for
	and Commerce shall prevail.	Industry and Commercecompany registration
					authorityshall prevail.

- 61 -

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Beijing Digital Telekom Co. Ltd. published this content on 27 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 February 2020 12:10:25 UTC

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