BBMG Corporation — AGM Information 2017

Mar 29, 2017

NOTICE OF ANNUAL 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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting for the year 2016 (the “ Annual 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 100013, the People’s Republic of China (the “ PRC* ”) on Wednesday, 17 May 2017 at 2:00 p.m. (or at any adjournment thereof) to consider and, if thought fit, to approve the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and, if thought fit, to approve the report of the board of directors of the Company (the “ Board ”) for the year ended 31 December 2016.

2. To consider and, if thought fit, to approve the report of the supervisory board of the Company for the year ended 31 December 2016.

3. To consider and, if thought fit, to approve the audited accounts of the Company for the year ended 31 December 2016.

4. To consider and, if thought fit, to approve the following proposal for profit distribution:

“ THAT

the following proposal on profit distribution for the year ended 31 December 2016 be approved:

Proposed profit distribution: cash dividend of RMB0.46 for every 10 shares (before tax) based on the Company’s total share capital of 10,677,771,134 shares as at 31 December 2016 (the “ Final Dividend ”) .

The Board shall be authorized to deal with matters relating to the Final Dividend for the year ended 31 December 2016.”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, to approve the remuneration plan of the executive directors of the Company for the year ended 31 December 2016.

2. To consider and, if thought fit, to approve (1) the audit fee of the Company for the year ended 31 December 2016 in an amount of RMB10,500,000; and (2) the appointment of Ernst & Young Hua Ming Certified Public Accountants as the independent auditor of the Company for the year ending 31 December 2017 for a term ending on the date of the annual general meeting of the Company for the year of 2017 (the “ 2017 Annual General Meeting ”) , and to authorize the Board to implement this resolution.

3. To consider and, if thought fit, to approve the following resolution on authorization of the guarantee plan to be provided by the Company to its subsidiaries in 2017, in order to meet the capital requirements for ordinary production, operation and project construction of certain subsidiaries and joint ventures. In 2017, the Company proposed to provide internal financing guarantees of RMB26,026 million and USD155 million.

“ THAT

the major contents of the guarantee contract (s) be determined by mutual agreement between the guarantor (s) , the guaranteed party/parties and the financial institution (s) . The above guarantees shall be valid for all financial institutions, and the chairman of the Board or authorized person (s) shall be authorized to determine the specific amount, method, scope and terms of guarantee (s) , subject to the guarantee contract (s) to be entered into by the Company and the financial institution (s) .

Within the total amount of guarantees, uncertainties may arise when each of the guaranteed parties (including but not limited to subsidiaries that have been established already or to be newly included in the scope of consolidation) apply for credit from financial institutions. As such, the use of credit within the guaranteed amount may be adjusted and the guarantor (s) may also be adjusted based on business requirements.

Validity period of the guarantee plan:

The validity period of the above guarantee plan shall commence from the date of consideration and approval of this matter at the Annual General Meeting until the date on which the 2017 Annual General Meeting is held.”

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NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

1. To consider and, if thought fit, to approve the granting of a general mandate (the “ General Mandate ”) to the Board to issue, allot and otherwise deal with (1) additional A shares of the Company (the “ A Shares ”) not exceeding 20% of the A Shares in issue; and (2) additional H shares of the Company (the “ H Shares ”, together with the A Shares, the “ Shares ”) not exceeding 20% of the H Shares in issue, and to authorize the Board to make such corresponding amendments to the articles of association of the Company (the “ Articles of Association ”) as it thinks fit so as to reflect the new capital structure upon the allotment and issue of such new shares:

“ THAT

• (1) subject to the approvals of China Securities Regulatory Commission (“ CSRC ”) and the relevant authorities of the PRC being given and in accordance with the relevant requirements of the Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC, an unconditional General Mandate be and is hereby granted to the Board to exercise during the Relevant Period all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional A Shares and H Shares of the Company on such terms and conditions as the Board may determine and that, in the exercise of their powers to allot, issue and deal with Shares, the mandate granted to the Board shall include (without limitation) :

• (i) to formulate and implement the detailed issue proposal which includes, without limitation, the class of new shares to be issued, the pricing mechanism and/or the issue price (including the price range) , the number of shares to be issued, the target subscribers and the use of proceeds; to determine the timing of the issue and the issue period, and to decide whether to place to existing shareholders of the Company (the “ Shareholders ”) ;

• (ii) to consider and approve and execute on behalf of the Company agreements relating to the issue, including but not limited to placing and underwriting agreements, engagement agreements with intermediaries;

• (iii) to consider and approve and execute statutory documents relating to the proposed issue on behalf of the Company which shall be submitted to the relevant regulatory authorities;

• (iv) to fulfill the relevant approval procedures in accordance with the requirements of the regulatory authorities and at the locality where the Company is listed;

• (v) to make necessary amendments to the relevant agreements and statutory documents mentioned in (ii) and (iii) of above in accordance with the requirements of domestic and foreign regulatory authorities;

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NOTICE OF ANNUAL GENERAL MEETING

• (vi) to affix the seal of the Company on the agreements and statutory documents relating to the proposed issue;

• (vii) to engage intermediaries in connection with the proposed issue and to approve and execute all actions, deeds, documents and such other matters that are necessary, appropriate, commendable or relevant to the issue; and

• (viii) to approve the increase of the registered capital of the Company, make relevant amendments to the Articles of Association relating to the total capital and shareholding structure, and fulfill the relevant registration and filing procedures pursuant to the domestic and foreign legal requirements, after the issue of the new shares.

• (2) the exercise of the powers referred to in paragraph (1) above shall be within the Relevant Period, except that the Board may enter into or grant offers, agreements, or options in relation to the issue of A Shares and/or H Shares during the Relevant Period, which may require further action or implementation after the end of the Relevant Period; and

• (3) for the purposes of this resolution:

“A Shares” means domestic shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, listed on the Shanghai Stock Exchange.

“H Shares” means overseas listed foreign shares in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, listed on the Main Board of The Stock Exchange of Hong Kong Limited.

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the 12-month period following the passing of this resolution; and

• (iii) the revocation or variation of the authority given to the Board under this resolution by passing of a special resolution of the Company in a general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, to approve the following resolution on the issuance of mediumterm notes by the Company:

“ THAT

the Company be authorized to issue the medium-term notes according to the following principal terms:

In order to broaden the financing channels, optimize the debt structure and reduce the financing costs to meet the needs for production and operation, the Company proposed to register and issue medium-term notes of not more than RMB20 billion. The specific plan is as follows:

• (1) Type of the issuance

Medium-term notes.

• (2) Registration of issue size

Not more than RMB20 billion (subject to the actual amount of registration and issuance) , among which medium-term notes shall account for not more than RMB10 billion and perpetual medium-term notes shall account for not more than RMB10 billion.

• (3) Term of the issuance

More than 1 year.

• (4) Interest rate of the issuance

The interest rate of the issuance shall be determined by the Company based on the market condition at the time of issuance after negotiation with the underwriter, subject to approval by the relevant regulatory authorities in the PRC.

• (5) Use of proceeds

Various capital requirements, including but not limited to replacement of bank loans and replenishment of a small amount of liquidity.

• (6) Terms of authorization

24 months from the date of consideration and approval at the Annual General Meeting.

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NOTICE OF ANNUAL GENERAL MEETING

• (7) Determination of facilities

The registered notes are revolving facilities, which will be available for use on a revolving basis during the validity period of the issuance.

• (8) Authorization matters

It is proposed to the Annual General Meeting to generally and unconditionally authorize any two executive directors of the Company to form a sub-committee of directors.

The sub-committee of directors will, on the principle of maximizing the interests of the Company, decide on/attend to the following matters in accordance with applicable laws and the then prevailing market conditions:

• (i) to determine the specific matters in relation to the notes issuance as well as to formulate and implement the specific issue plan, including but not limited to apply for registration of the Company’s remaining notes facilities available for registration, issue size, plan for issue in tranches, arrangement for amount and term of each tranche, term for and method of repayment of the principal and interests, the interest rate of the notes and the determination method thereof, matters in relation to guarantee, determination of the specific arrangement and use of proceeds based on the actual situation in accordance with the use of proceeds described above, and the selection of qualified professional institutions to participate in this issuance;

• (ii) to enter into all negotiations in relation to this notes issuance, to sign and execute all relevant agreements and other necessary documents for and on behalf of the Company and to carry out the relevant information disclosure procedures pursuant to the regulatory requirements of regulatory authorities on listed companies (if necessary) ;

• (iii) to apply for approvals to the relevant regulatory authorities in respect of the notes issuance and to make suitable adjustments to the specific issue plan in accordance with the opinions of the regulatory authorities (if any) ; and

• (iv) to take all such actions as necessary and in the interest of the Company and to decide on/attend to other specific matters in relation to the notes issuance.”

• To consider and, if thought fit, to approve the resolution on the issuance of super short-term notes (“ Super Short-Term Notes ”) by the Company.

“ THAT

the Company be authorized to issue the Super Short-Term Notes according to the following principal terms:

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NOTICE OF ANNUAL GENERAL MEETING

In order to broaden the financing channels, optimize the debt structure and reduce the financing costs to meet the needs for production and operations, the Company proposed to register and issue Super Short-Term Notes of not more than RMB20 billion. The specific plan is as follows:

• (1) Type of the issuance

Super Short-Term Notes.

• (2) Registration of issue size

Not more than RMB20 billion (subject to the actual amount of registration and issuance) .

• (3) Term of the issuance

No more than 9 months.

• (4) Interest rate of the issuance

The interest rate of the issuance will be determined by the Company based on the market condition at the time of issuance after negotiation with the main underwriter, subject to approval by the relevant regulatory authorities in the PRC.

• (5) Use of proceeds

Various capital requirements, including but not limited to replacement of bank loans and replenishment of a small amount of liquidity.

• (6) Terms of authorization

24 months from the date of consideration and approval at the Annual General Meeting.

• (7) Determination of facilities

The registered notes are revolving facilities, which will be available for use on a revolving basis during the valid period of the issuance.

• (8) Authorization matters

It is proposed to the Annual General Meeting to generally and unconditionally authorize any two executive directors of the Company to form a sub-committee of directors.

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NOTICE OF ANNUAL GENERAL MEETING

The sub-committee of directors will, on the principle of maximizing the interests of the Company, decide on/attend to the following matters in accordance with the applicable laws and the then prevailing market conditions:

• (i) to determine the specific matters in relation to the notes issuance as well as to formulate and implement the specific issue plan, including but not limited to apply for registration of the Company’s remaining notes facilities available for registration, issue size, plan for issue in tranches, arrangement for amount and term of each tranche, term for and method of repayment of the principal and interests, the interest rate of the notes and the determination method thereof, matters in relation to guarantee, determination of the specific arrangement and use of proceeds based on the actual situation in accordance with the use of proceeds described above, and the selection of qualified professional institutions to participate in this issuance;

• (ii) to enter into all negotiations in relation to this notes issuance, to sign and execute all relevant agreements and other necessary documents for and on behalf of the Company and to carry out the relevant information disclosure procedures pursuant to the regulatory requirements of regulatory authorities on listed companies (if necessary) ;

• (iii) to apply for approvals to the relevant regulatory authorities in respect of the notes issuance and to make suitable adjustments to the specific issue plan in accordance with the opinions of the regulatory authorities (if any) ; and

• (iv) to take all such actions as necessary and in the interest of the Company and to decide on/attend to other specific matters in relation to the notes issuance.”

• To consider and, if thought fit, to approve the resolution on the extension of the validity period for the resolutions of the general meeting in relation to the issuance of corporate bonds by the Company.

“ THAT

the extension of the validity period for the resolutions of the general meeting in relation to the issuance of corporate bonds for 12 months be approved.”

By order of the Board BBMG Corporation* Jiang Deyi Chairman

Beijing, the PRC, 29 March 2017

• for identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Additional Information for Ordinary Resolution No. 5

According to the relevant regulations in relation to the management of remuneration of the Company and completion of the results for the year ended 31 December 2016, the Company proposes the remuneration of the executive directors for the year ended 31 December 2016 as follows:

				Unit: RMB
Name of			Performance	Total
the director	Designation	Basic salary	remuneration	Remuneration
Jiang Deyi	Executive Director and Chairman	0	0	0
Wu Dong	Executive Director	150,000	55,000	205,000
Zang Feng	Executive Director	150,000	55,000	205,000
Wang Shizhong	Executive Director and Deputy General	27,467	40,310	67,777
	Manager (i)
Li Weidong	Executive Director and Deputy General	90,000	55,000	145,000
	Manager (ii)
Shi Xijun	Executive Director (iii)	102,000	55,000	157,000
Zhang Jianli	Executive Director and Deputy General	126,000	54,550	180,550
	Manager (iv)

• (i) Wang Shizhong resigned as the Executive Director and Deputy General Manager of the Company on 29 February 2016 due to his work re-designation.

• (ii) Li Weidong resigned as the Executive Director and Deputy General Manager of the Company on 5 August 2016 due to his work re-designation.

• (iii) Shi Xijun resigned as the Executive Director of the Company on 26 August 2016 due to his work redesignation.

• (iv) Zhang Jianli resigned as the Executive Director and Deputy General Manager of the Company on 21 October 2016 due to his work re-designation.

• Additional Information for Special Resolution No. 8

At the last annual general meeting of the Company held on 18 May 2016, a general mandate was given to the directors of the Company to exercise all powers of the Company to allot, issue and otherwise deal with the ordinary shares in the capital of the Company not exceeding the sum of 20% of the aggregate nominal amount of the issued share capital of the Company on 18 May 2016. This General Mandate will expire at the conclusion of the Annual General Meeting.

A special resolution will be proposed at the Annual General Meeting to grant the General Mandate to the Board to allot, issue and otherwise deal with A Shares and H Shares of the Company up to the limit of 20% of each of the aggregate number of the A Shares and H Shares of the Company, respectively, in issue on the date of passing such resolution in order to ensure flexibility and discretion to the Board to issue new shares when it becomes appropriate.

As at 29 March 2017, the issued share capital of the Company comprised 8,339,006,264 A Shares and 2,338,764,870 H Shares. Subject to the approval of the grant of the General Mandate and on the basis that no further shares will be issued before the Annual General Meeting, the Board will have the power to issue up to 1,667,801,252 A Shares and 467,752,974 H Shares.

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NOTICE OF ANNUAL GENERAL MEETING

The General Mandate shall be effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the 12-month period following the passing of the resolution; or (iii) the revocation or variation of the authority given under this resolution by passing of a special resolution of the Company at a general meeting.

Any exercise of the power by the Board under the General Mandate shall comply with the relevant requirements of the Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC. According to the relevant PRC laws and regulations, the Company will need to seek approval of the shareholders of the Company at a general meeting for any issue of A Shares even if the General Mandate is granted, but will not be required to seek the approval of the shareholders of the Company at class meetings of A Shares and H Shares.

3. Additional Information for Special Resolution No. 11

At the fourth meeting of the fourth session of the Board convened on 23 March 2016 and the 2015 annual general meeting convened on 18 May 2016 by the Company, a number of resolutions were considered and approved, including the Resolution on the Public Issuance of Corporate Bonds of not more than RMB5 billion by the Company and the Resolution on Non-public Issuance of Corporate Bonds of not more than RMB5 billion by the Company. Pursuant to such resolutions, the validity period for the resolutions on the public issuance of corporate bonds and non-public issuance of corporate bonds (the “ Corporate Bonds ”) of the general meeting will be 12 months from the date of consideration and approval by the general meeting.

The public issuance of corporate bonds by the Company has obtained the approval (Zheng Jian Xu Ke [2017] No. 46) from the CSRC and an issue size of not more than RMB4 billion is approved, while the non-public issuance of corporate bonds by the Company has received the no objection letter (Shang Zheng Han [2016] No. 1692) from the Shanghai Stock Exchange and an issue size of not more than RMB3 billion is approved. The Company will make issuance when appropriate opportunities arise based on market conditions and the capital requirements of the Company.

As the validity periods for the resolutions on the Corporate Bonds of the general meeting of the Company are about to expire, and it will still take some time to obtain the approval for issuance and implement the subsequent work in relation to the issuance, in order to ensure the continuity and validity of the work in relation to the issuance of corporate bonds, it is proposed to the general meeting to approve the extension of the validity periods for each of the resolutions of the general meeting in relation to the Corporate Bonds for 12 months. Other than the extension of validity periods, the original plans for the Corporate Bonds remain unchanged.

1. Pursuant to Rule 13.39 (4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, votes of the shareholders at the Annual General Meeting shall be taken by poll except where the chairman of the Annual 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 Annual 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 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 or appointed time for voting.

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

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NOTICE OF ANNUAL GENERAL MEETING

1. The holders of A Shares and H Shares will vote as one class of shareholders. The register of members for H shares of the Company will be closed from 18 April 2017 (Tuesday) to 17 May 2017 (Wednesday) (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 17 May 2017 (Wednesday) will be entitled to attend and vote at the Annual General Meeting. In order to attend and vote at the Annual 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 13 April 2017 (Thursday) .

2. In accordance with Article 66 of the Articles of Association, shareholders entitled to attend the Annual 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 Annual General Meeting, i.e. no later than 27 April 2017 (Thursday) .

3. If Ordinary Resolution No. 4 regarding the proposal on profit distribution for the year ended 31 December 2016 is approved by the Shareholders at the Annual General Meeting, the Final Dividend is expected to be paid on or before 17 July 2017 (Monday) to H shareholders whose names appear on the Company’s H share register of members on 31 May 2017 (Wednesday) . The H share register of members of the Company will be closed from 26 May 2017 (Friday) to 31 May 2017 (Wednesday) (both days inclusive) , to determine qualifications of H shareholders to receive the Final Dividend. In order to qualify for the Final Dividend, 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 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:30 p.m. on 25 May 2017 (Thursday) .

4. Shareholders or their proxies attending the Annual General Meeting are responsible for their own transportation and accommodation expenses.

5. As at the date hereof, the executive directors are Jiang Deyi, Wu Dong and Zang Feng; and the independent nonexecutive directors are Wang Guangjin, Tian Lihui, Tang Jun and Ngai Wai Fung.

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