If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Capinfo Company Limited*, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee, or to the bank, licensed securities dealer or registered institution in securities 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.

CAPINFO COMPANY LIMITED*

首都信息發展股份有限公司

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1075) CONTINUING CONNECTED TRANSACTIONS THE REVISED 2017 ANNUAL CAP AND NOTICE OF EXTRAORDINARY GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 4 to 10 of this circular. A letter from the Independent Board Committee containing its recommendation is set out on pages 11 to 12 of this circular. A letter from VBG Capital Limited, the Independent Financial Adviser, containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 13 to 20 of this circular.

A notice convening the extraordinary general meeting of Capinfo Company Limited to be held on Friday, 22 December 2017 at 10:30 a.m. at Conference Room, 15th Floor, Quantum Silver Plaza, 23 Zhichun Road, Haidian District, Beijing, the People's Republic of China is set out on pages 24 to 25 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed reply slip and proxy form in accordance with the instructions printed thereon.

The reply slip shall be sent by hand or by post to the Company's H share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in the case of H shares), or to the office of the Company at 12th Floor, Quantum Silver Plaza, 23 Zhichun Road, Haidian District, Beijing, the People's Republic of China (in the case of domestic shares) on or before Friday, 1 December 2017. The proxy form shall be returned to the Company's H share registrar and transfer office in Hong Kong (in the case of H shares) or the office of the Company (in the case of domestic shares) at the same addresses as above as soon as possible, but in any event not less than 24 hours before the time appointed for holding of the meeting or any adjournment thereof.

Completion and return of the proxy form will not preclude you from attending and voting at the meeting should you so wish.

20 October 2017

* For identification purpose only

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . 11 LETTER FROM THE INDEPENDENT FINANCIAL ADVISOR . . . . . . . . . . . . . . . . . . . . 13 APPENDIX - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . 24

In this circular, unless the context otherwise requires, the terms below shall have the following meanings when used herein:

"2014 Services Agreement" the agreement dated 27 March 2014 entered into between the

Company and BJCA in relation to the renewal of the term under the Original Services Agreement

"2017 Services Agreement" the agreement dated 7 February 2017 entered into between the

Company and BJCA in relation to the renewal of the term under the Original Services Agreement (as renewed by the 2014 Services Agreement)

"2017 Supplemental Agreement" the supplemental agreement to the Existing Framework Agreement

dated 30 August 2017 entered into by the Company and BJCA in relation to the provision of service on network system establishment, system integration, network design, consultancy and related technical services and products by the Group to BJCA and its subsidiaries

"Articles of Association" the articles of association of the Company as amended from time to

time

"Beijing Anxintianxing" 北京安信天行科技有限公司(Beijing Anxintianxing Science Co.,

Ltd.*), a company established in the PRC and is wholly-owned by BJCA

"BJCA" 北京數字認證股份有限公司(Beijing Certificate Authority Co., Ltd.*), a company established in the PRC and listed on the Growth Enterprise Market of Shenzhen Stock Exchange in December 2016 (Stock code: 300579)

"Board" the board of Directors

"BSAM" 北京市國有資產經營有限責任公司(Beijing State-Owned Assets Management Corporation Limited*), a company established in the PRC and is wholly-owned by the Beijing Municipal Government, being the controlling shareholder of the Company

"Capinfo Technology" Capinfo Technology Development Co., Ltd.* (首都信息科技發展

有限公司), a company established in the PRC and is controlled by

the Company

"Company" 首都信息發展股份有限公司(Capinfo Company Limited*), a joint stock limited company established in the PRC, the overseas listed foreign share(s) of RMB0.10 each in the share capital of the Company are listed on the Main Board of the Stock Exchange (Stock code: 1075)

"connected person(s)" has the meaning ascribed thereto under the Listing Rules and the

word "connected" shall be construed accordingly "controlling shareholder" has the meaning ascribed thereto under the Listing Rules "Director(s)" the director(s) of the Company

"Domestic Share(s)" domestic share(s) of RMB0.10 each in the share capital of the

Company

"EGM" the extraordinary general meeting of the Company to be held on Friday, 22 December 2017, at 10:30 a.m. at Conference Room, 15th Floor, Quantum Silver Plaza, 23 Zhichun Road, Haidian District,

Beijing, the PRC

"Existing Annual Caps" the annual caps in respect of the transaction contemplated under the

2017 Services Agreement for each of the three years ending 31 December 2019

"Existing Framework Agreement" the Original Services Agreement, the 2014 Services Agreement, and

the 2017 Services Agreement

"Group" the Company and its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"H Share(s)" overseas listed foreign share(s) of RMB0.10 each in the share capital of the Company

"Independent Board Committee" the independent board committee comprising all of the independent

non-executive directors of the Company established to advise the Independent Shareholders

"Independent Financial Adviser" or "VBG Capital"

VBG Capital Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities as defined under the SFO, being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Revised 2017 Annual Cap

Capinfo Company Limited published this content on 19 October 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 19 October 2017 09:20:07 UTC.

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