BBMG Corporation — AGM Information 2017

Oct 30, 2017

NOTICE OF 2017 SECOND EXTRAORDINARY GENERAL MEETING

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

(Stock Code: 2009)

NOTICE OF 2017 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2017 second extraordinary general meeting (the “ 2017 Second Extraordinary General Meeting ”) of BBMG Corporation* (the “ Company ”) will be held at Conference Room 6, 22nd Floor, Tower D, Global Trade Center, No.36, North Third Ring East Road, Dongcheng District, Beijing, the People’s Republic of China at 9:30 a.m. on 15 December 2017 to consider and, if thought fit, approve the following resolutions:

ORDINARY RESOLUTION

1. To consider and, if thought fit, to approve the proposed change of the Chinese name of the Company from “北京金隅股份有限公司” to “北京金隅集團股份有限公司” and the Chinese stock short name from “金隅股份” to “金隅集團”.

SPECIAL RESOLUTIONS

1. To consider and, if thought fit, to approve the proposed amendments to the Articles of Association (as set out in the announcement and circular of the Company dated 27 October 2017 and 30 October 2017 respectively), and the board of directors of the Company be and is hereby authorized to deal with on behalf of the Company the relevant filing and amendment (where necessary) procedures and other related issues arising from the amendments to the Articles of Association.

2. To consider and, if thought fit, to approve the proposed amendments to the rules of procedure for the meetings of the Board (as set out in the announcement and circular of the Company dated 27 October 2017 and 30 October 2017 respectively).

* for identification purpose only

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NOTICE OF 2017 SECOND EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

1. To appoint Mr. Yu Zhongfu as a non-executive director of the fourth session of the board of directors (the “ Board ”) for a period commencing from the conclusion of the 2017 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017 and to authorize the Board to enter into service contract and/or appointment letter with the newly appointed non-executive director subject to such terms and conditions as the Board shall think fit and to do all such acts and things to give effect to such matters.

2. To consider and, if thought fit, to approve the proposal on the compliance and satisfaction by the Company of the requirements of the public issuance of corporate bonds (“ Public Issuance of Corporate Bonds ”) in the People’s Republic of China (the “ PRC ”).

SPECIAL RESOLUTIONS

1. To consider and, if thought fit, to approve the following plan of Public Issuance of Corporate Bonds in the PRC.

“ THAT

the Company be authorized to make the Public Issuance of Corporate Bonds pursuant to the following principal terms:

To further broaden the financing channels, optimize the debt structure and reduce the financing costs of the Company, the following plan on the Public Issuance of Corporate Bonds is developed according to the Company’s actual situation, and in accordance with Company Law of the People’s Republic of China, Securities Law of the People’s Republic of China, Measures for the Company’s Bond Issuance and Transaction Management, and other relevant laws, regulations and regulatory documents:

• (1) Type of the securities to be issued under this public issuance

Type of the securities issued under this public issuance is corporate bonds.

• (2) Issue size

To issue corporate bonds with a total par value of not more than RMB5,000 million (inclusive of RMB5,000 million) to qualified investors in the PRC in one or more phases. The specifics of the issue will be determined within the aforementioned range based on market conditions.

• (3) Par value and issue price

The par value of the corporate bonds to be issued under this public issuance is RMB100 and the corporate bonds will be issued at par value.

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NOTICE OF 2017 SECOND EXTRAORDINARY GENERAL MEETING

• (4) Term and variety of the bonds

The term of the Public Issuance of Corporate Bonds is not longer than 7 years (inclusive of 7 years), which may be single-term variety or multi-term mixed variety. The Board shall be authorized to determine the specific variety and term of the corporate bonds publicly issued according to the Company’s financing needs and the prevailing market conditions.

(5) Bond interest rates

The Board and the lead underwriter shall be authorized to determine the coupon rate of the corporate bonds to be issued under the Public Issuance of Corporate Bonds according to the Company’s financing needs and the prevailing market conditions.

• (6) Type of issue and targets

The type of issue is public issuance. The issue targets are the investors meeting the provisions of relevant laws and regulations.

• (7) Use of proceeds from this issuance

In the premise of conformity with relevant laws and regulations, the proceeds from the Public Issuance of Corporate Bonds will be used for the repayment of bank loans, bonds and other debt financing instruments and/or supplementing working capital. The Board shall be authorized to determine the specific use of the foregoing proceeds according to the Company’s financial conditions.

• (8) Arrangement for the placing to the Company’s shareholders (the “ Shareholders ”)

The Public Issuance of Corporate Bonds will not be placed to the Shareholders on a preferential basis.

• (9) Place for listing

After the Public Issuance of Corporate Bonds is completed, the Company will apply to Shanghai Stock Exchange for the listing of the corporate bonds to be issued under the Public Issuance of Corporate Bonds. With the approval of regulatory authorities, the Company may apply for the listing of the corporate bonds on other exchanges in compliance with relevant laws and regulations.

• (10) Guarantee arrangements

The Board or person(s) authorized by the Board shall be authorized to determine whether to adopt a guarantee for the Public Issuance of Corporate Bonds and the specific mode of guarantee (including but not limited to whether to provide a guarantee, the guarantor, the mode of guarantee and the consideration, etc.).

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NOTICE OF 2017 SECOND EXTRAORDINARY GENERAL MEETING

• (11) Debt repayment safeguards

The Board shall be authorized to take corresponding debt repayment safeguards in accordance with relevant laws and regulations when it is predicted that the principal and interest of the corporate bonds under the Public Issuance of Corporate Bonds cannot be repaid according to schedule or upon maturity, including but not limited to:

• (i) not to distribute profit to Shareholders;

• (ii) to suspend the implementation of major foreign investment, mergers and acquisitions and other capital expenditure programs;

• (iii) to reduce or suspend the payment of salaries and bonuses of directors and senior management; and

• (iv) not to transfer the main responsible persons of the Company for the Public Issuance of Corporate Bonds.

• (12) Validity of the resolution

The resolution of the shareholders’ meeting on the Public Issuance of Corporate Bonds is valid for 12 months from the date of adoption at the 2017 Second Extraordinary General Meeting.”

1. To consider and, if thought fit, to authorize Board or other person(s) authorized by the Board as the authorized person(s) authorized by the Board for the Public Issuance of Corporate Bonds to, on behalf of the Company, deal with the matters related to the Public Issuance of Corporate Bonds according to the resolution of the 2017 Second Extraordinary General Meeting and the authorization by the Board.

On the basis of the issuance plan adopted at the General Meeting, to handle all matters related to the public issuance, in line with the principle of maximization of the Company’s benefits, including but not limited to:

• (1) in accordance with national laws and regulations, relevant provisions of regulatory authorities and the resolutions adopted at the General Meeting of the Company, as well as the Company and the bond market’s actual situation, to develop and adjust the specific plan on this Public Issuance of Corporate Bonds, and revise and adjust the issuance terms of this Public Issuance of Corporate Bonds, including but not limited to the specific issue size, term of bonds, bond variety, bond interest rate and the way to determine it, the timing of the issuance, the issue method (including whether to issue by stages, and the quantity of issuance at each stage), whether to establish put-back provision and redemption provision and the specific content of such provisions, the guarantee arrangements, the deadline and way of principal and interest repayment, use of the proceeds, rating arrangements, debt repayment safeguards (including but not

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NOTICE OF 2017 SECOND EXTRAORDINARY GENERAL MEETING

limited to the debt repayment safeguards under the plan of this Public Issuance of Corporate Bonds), specific purchase methods, specific placing arrangements, bond listing, and all matters related to this public issuance plan;

• (2) to make the decision to hire intermediary institutions to assist the Company in handling the matters related to the declaration and listing for this Public Issuance of Corporate Bonds;

• (3) to select bond trustee for this Public Issuance of Corporate Bonds, sign bond trustee management agreement and establish bondholders’ meeting rules;

• (4) to establish, approve, sign, modify and announce various legal documents related to this Public Issuance of Corporate Bonds, and make appropriate supplement or adjustment to the declaration documents according to the requirements of regulatory authorities;

• (5) upon the completion of this Public Issuance of Corporate Bonds, to handle the listing for this Public Issuance of Corporate Bonds;

• (6) if changes take place to regulatory authorities’ policies on the issuance of corporate bonds or the market conditions, to make corresponding adjustment to the matters related to this Public Issuance of Corporate Bonds according to the opinions of regulatory authorities, except for the matters that must be re-voted at the general meeting according to relevant laws, regulations and the Articles of Association, or to decide whether to continue implementing this Public Issuance of Corporate Bonds according to the actual situation; and

• (7) to handle other matters related to this Public Issuance of Corporate Bonds.

The foregoing authorization is valid from the date of approval at the 2017 Second Extraordinary General Meeting to the date when the authorized matters are completed.

By order of the Board BBMG Corporation Jiang Deyi* Chairman

Beijing, the PRC, 30 October 2017

* for identification purpose only

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NOTICE OF 2017 SECOND EXTRAORDINARY GENERAL MEETING

Notes:

1. Additional Information for Ordinary Resolution No. 4

According to Company Law of the People’s Republic of China, Securities Law of the People’s Republic of China, Measures for the Company’s Bond Issuance and Transaction Management , and other laws, regulations and regulatory documents, the Board carried out item-by-item comparison between the actual situation and the foregoing legal documents, and believe that the Company satisfies the existing policies on corporate bonds and all the provisions on Public Issuance of Corporate Bonds to qualified investors, and has the qualification for Public Issuance of Corporate Bonds to qualified investors.

1. Pursuant to Rule 13.39(4) of the Listing Rules, votes of the shareholders at the 2017 Second Extraordinary General Meeting shall be taken by poll except where the chairman of the 2017 Second Extraordinary General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands.

2. Any shareholder entitled to attend and vote at the 2017 Second Extraordinary General Meeting is entitled to appoint one or more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company.

3. To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such authority, must be deposited at the office of 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 as soon as possible and in any event not less than 24 hours before the time for holding of the meeting or any adjournment thereof.

4. Shareholders or their proxies shall present proofs of identities when attending the 2017 Second Extraordinary General Meeting.

5. The holders of A shares and H shares will vote as one class of shareholder. The register of members for H shares of the Company will be closed from 15 November 2017 (Wednesday) to 15 December 2017 (Friday) (both days inclusive), during which no transfer of shares will be effected. Shareholders whose names appear on the register of members of the Company on 15 December 2017 (Friday) will be entitled to attend and vote at the 2017 Second Extraordinary General Meeting. In order to attend and vote at the 2017 Second Extraordinary General Meeting, all transfers accompanied by relevant 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 14 November 2017 (Tuesday).

6. In accordance with Article 66 of the Articles of Association, shareholders entitled to attend the 2017 Second Extraordinary General Meeting are requested to deliver the reply slip for attendance to the headquarters of the Company at Room 2220, 22nd Floor, Tower D, Global Trade Center, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013, the People’s Republic of China, by hand, by post or by fax (the Company’s fax no.: (86) 10 6641 0889) not later than 20 days before the date of the 2017 Second Extraordinary General Meeting, i.e. no later than 25 November 2017 (Saturday).

7. Shareholders or their proxies attending the 2017 Second Extraordinary General Meeting are responsible for their own transportation and accommodation expenses.

8. As at the date hereof, the executive directors of the Company are Jiang Deyi, Zeng Jin, Wu Dong and Zheng Baojin; the non-executive director of the Company is Guo Yanming; and the independent non-executive directors of the Company are Wang Guangjin, Tian Lihui, Tang Jun and Ngai Wai Fung.

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