Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.

This joint announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Beijing Digital Telecom Co., Ltd.. This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

HK Huafa Investment

北京迪信通商貿股份有限公司 珠海華發實體產業投資控股

香港華發投資控股有限公司

BEIJING DIGITAL

有限公司

HONG KONG HUAFA

TELECOM CO., LTD.

ZHUHAI HUAFA

INVESTMENT

(a joint stock limited company incorporated

INDUSTRIAL

HOLDINGS LIMITED

in the People's Republic of China

INVESTMENT

(a limited liability company

with limited liability)

HOLDING CO., LTD.*

incorporated in Hong Kong)

(Stock Code: 6188)

(a limited liability company established in the People's Republic of China)

JOINT ANNOUNCEMENT

FURTHER DELAY IN DESPATCH OF

THE COMPOSITE DOCUMENT IN RELATION TO

  1. MANDATORY CONDITIONAL CASH OFFER BY ZHUHAI HUAFA INDUSTRIAL INVESTMENT HOLDING CO., LTD.* FOR ALL THE ISSUED DOMESTIC SHARES OF BEIJING DIGITAL TELECOM CO . , LTD . (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY ZHUHAI HUAFA INDUSTRIAL INVESTMENT HOLDING CO., LTD* AND PARTIES ACTING IN CONCERT WITH IT); AND
  2. MANDATORY CONDITIONAL CASH OFFER BY GUOTAI JUNAN SECURITIES (HONG KONG) LIMITED ON BEHALF OF HONG KONG HUAFA INVESTMENT HOLDINGS LIMITED TO ACQUIRE ALL THE ISSUED H SHARES OF BEIJING DIGITAL TELECOM CO., LTD.

- 1 -

Reference is made to the joint announcement (the "Joint Announcement") issued by Beijing Digital Telecom Co., Ltd., Zhuhai Huafa Industrial Investment Holding Co., Ltd.* and Hong Kong Huafa Investment Holdings Limited dated 1 February 2021 and the joint announcement issued by Beijing Digital Telecom Co., Ltd., Zhuhai Huafa Industrial Investment Holding Co., Ltd.* and Hong Kong Huafa Investment Holdings Limited dated 22 February 2021 in relation to the delay in despatch of the Composite Document (the "Delay in Despatch Announcement"). Unless the context otherwise requires, all capitalised terms used herein shall bear the same meanings as those defined in the Joint Announcement.

FURTHER DELAY IN DESPATCH OF THE COMPOSITE DOCUMENT

It is the intention of the Offeror Group and the Company to combine the offer document and the offeree board circular into the Composite Document. Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document containing, inter alia, (i) details of the Offers (including the expected timetable and terms of the Offers); (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Offers; and (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee in relation to the Offers, together with the Forms of Acceptance to the Shareholders, is required to be despatched within 21 days of the date of the Joint Announcement, i.e. 22 February 2021.

As stated in the Delay in Despatch Announcement, an application had been made to the Executive for an extension of time to despatch the Composite Document from 22 February 2021 to a date falling on or before 16 April 2021, and the Executive had granted its consent for such application.

As additional time is required to finalise certain information to be contained in the Composite Document, an application has been made to the Executive pursuant to Rule 8.2 of the Takeovers Code for its consent to a further extension of time to despatch the Composite Document to a date falling on or before 30 April 2021. The Executive has indicated that it is minded to grant such consent.

Further announcement(s) will be made by the Offeror Group and the Company as and when appropriate.

- 2 -

WARNING:

The Offers are conditional upon the fulfilment of acceptance conditions. If the total number of Shares in respect of the valid acceptances, which the Offeror Group has received at or before 4:00 p.m. on the closing date of the Offers (or such other time as the Offeror Group may, subject to the Takeovers Code, decide) under the Offers together with the Shares acquired before or during the Offers, does not result in the Offeror Group and parties acting in concert with it holding more than 50% of the voting rights of the Company, the Offers will not become unconditional. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. If Shareholders and potential investors are in any doubt about their position, they should consult their own professional advisers.

By order of the Board of

By order of the Board of

By order of the Board of

北京迪信通商貿股份有限公司 珠海華發實體產業投資控股

香港華發投資控股有限公司

BEIJING DIGITAL

有限公司

HONG KONG HUAFA

TELECOM CO., LTD.

ZHUHAI HUAFA

INVESTMENT

LIU Donghai

INDUSTRIAL INVESTMENT

HOLDINGS LIMITED

Chairman

HOLDING CO., LTD*

LI Guangning

GUO Jin

Director

Director

The PRC, 16 April 2021

As at the date of this joint announcement, the Board comprises the following Directors: Executive Directors: Mr. Liu Donghai, Mr. Liu Yajun and Ms. Liu Wencui; Non-executive Directors: Mr. Li Wenzhi, Mr. Yao Yanzhong and Mr. Lv Jing; Independent Non-executive Directors: Mr. Lv Tingjie, Mr. Lv Pingbo, and Mr. Zhang Senquan.

As at the date of this joint announcement, the directors of Zhuhai Huafa are Mr. Li Guangning, Mr. Ye Yuhong, Mr. Xie Wei, Mr. Chen Yi, Ms. Zhou Youfen, Mr. Huang Jianbin and Mr. Li Weijie.

As at the date of this joint announcement, the directors of Zhuhai Huafa Industrial are Ms. Guo Jin, Mr. Xie Hui, Mr. Xie Hao and Mr. Wang Zhe.

As at the date of this joint announcement, the directors of Hong Kong Huafa are Mr. Li Guangning, Mr. Xie Wei, Mr. Guo Lingyong, Mr. Wu Jiang and Ms. Li Yanmei.

All Directors jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (other than the information in relation to the Offeror Group and/or parties acting in concert with any of them (for this purpose, excluding the Transferors and the Liu Family)) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the directors of Zhuhai Huafa, Zhuhai Huafa Industrial and/or Hong Kong Huafa) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

- 3 -

All directors of Zhuhai Huafa, Zhuhai Huafa Industrial and Hong Kong Huafa jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (other than the information in relation to the Company, the Transferors and/ or the Liu Family) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

  • For identification purposes only

- 4 -

Attachments

  • Original document
  • Permalink

Disclaimer

Beijing Digital Telekom Co. Ltd. published this content on 16 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 April 2021 14:46:04 UTC.