BBMG Corporation — AGM Information 2018

Aug 30, 2018

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(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2009)

NOTICE OF 2018 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2018 second extraordinary general meeting (the “ 2018 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 100013, the People’s Republic of China on Tuesday, 16 October 2018 at 2:00 p.m. to consider and, if thought fit, approve the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and, if thought fit, to approve the remuneration standard of the fifth session of the directors (the “ Directors ”) of the board of Directors (the “ Board ”) of the Company as follows:

2. Non-independent Directors: to be determined by the shareholders at annual general meetings;

Non-executive Directors and Directors elected democratically by the staff and workers of the Company: not to receive any remuneration separately;

Independent Directors: RMB150,000 per year (before tax).

1. To consider and, if thought fit, to approve the remuneration standard of the fifth session of the supervisors (the “ Supervisors ”) of the supervisory board of the Company as follows:

Supervisors representing shareholders: not to receive any remuneration separately;

Supervisors elected democratically by the staff and workers of the Company: not to receive any remuneration separately.

* for identification purpose only

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SPECIAL RESOLUTIONS

1. To consider and, if thought fit, to approve the proposed amendments to the articles of association of the Company (the “ Articles of Association ”) (as set out in the announcement of the Company dated 29 August 2018), and the Board 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 resolution regarding the application for centralized registration and issuance of various debt financing instruments (“ DFI ”) of nonfinancial enterprises.

To enhance financing efficiency, optimize debt structure, reduce financing cost and satisfy the needs of working capital, the Company intends to lodge application to the National Association of Financial Market Institutional Investors for centralized registration and issuance of various debt financing instruments (DFI) of non-financial enterprises. Details of the registration and issuance plan, types and maturity will be subject to the fund requirements of the Company. The scheme is as the following:

1. Types of registered issue: including, but not limited to, super short term financing bonds, short term financing bonds, medium-term notes and perpetual notes;

2. Size of registered issue: balance of the issue amount will not exceed RMB 40 billion within the effective period of issuance;

3. Term of securities: subject to the specific type of issue, in particular: term of medium-term notes and perpetual notes is more than 1 year; term of short term financing bonds is 12 months; term of super short term financing bonds is not more than 9 months;

4. Interest rates of issue: will be determined upon negotiations with principal underwriters according to the prevailing market conditions during issue of bonds;

5. Use of proceeds: including, but not limited to, replacing bank loans and fulfilling various fund requirements such as replenishment of additional working capital in small amount; and

6. Effective period of issuance: within 2 years from the date of approval to be granted by the National Association of Financial Market Institutional Investors in form of written notice of registration.

The implementation of the registration of the various debt financing instruments (DFI) of nonfinancial enterprises will be conditional upon obtaining the approval of the application by the National Association of Financial Market Institutional Investors. The final scheme is subject to the written notice of registration to be issued by the National Association of Financial Market Institutional Investors.

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• To consider and, if thought fit, to approve the resolution proposed at the general meeting to authorize the Board or executive directors to complete the application for centralized registration and issuance of various debt financing instruments (DFI) of non-financial enterprises and related matters.

In order to seize the positive market opportunities and increase flexibility and efficiency in financing, the Board or executive Directors are authorized to complete the application for centralized registration and issuance of various debt financing instruments (DFI) of nonfinancial enterprises and related matters based on the the applicable legal framework, market conditions and advice from regulatory authorities in the principle of maximizing the interests of the Company. Specific authorization is arranged as below:

• (1) To authorize the Board of the Company to complete the followings:

• To formulate the subsequent plan for issue of various debt financing instruments (DFI) of non-financial enterprises, including but not limited to, determining the specific products, timing, amount, term, interest rates, uses of proceeds, appointment of intermediaries such as underwriters, rating agencies, legal firms upon seeking opportunities, and preparing for implementation of the abovementioned plan for issuance within the effective period of 2 years from registration; and

• In the event of any changes in the regulatory policies or market conditions, the Company might make corresponding adjustments on the specific plan of bond issuance and related matters according to the advice from the regulatory authorities, save for the matters involving the laws and regulations and provisions of the Articles of Association on which voting again at the general meeting of the Company is necessary

• (2) To authorize, under particular circumstances or as appropriate, two (inclusive) or more executive Directors to complete the abovementioned matters, provided that the scope of types and scale of issuance in relation to various debt financing instruments (DFI) of nonfinancial enterprises as approved at the general meeting of the Company is not exceeded.

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• (3) To authorize any one of the executive Directors to specifically implement the subsequent plan for issuance of various debt financing instruments (DFI) of non-financial enterprises, including but not limited to, all negotiations on behalf of the Company relating to this registration and issuance of various debt financing instruments (DFI) of non-financial enterprises, completion of registration and custody of bonds, signing necessary documents and specific matters in relation to, among others, making amendments on the plan for issuance which are not substantive.

• (4) The term of this authorization commences from the date of obtaining approval of this resolution considered at the general meeting and expiring on the date of completion of the abovementioned authorized matters.

ORDINARY RESOLUTIONS

1. To elect Mr. Jiang Deyi, Mr. Zeng Jin, Mr. Wu Dong, Mr. Zheng Baojin and Mr. Xue Chunlei as Directors of the fifth session of the Board of the Company for the period commencing from the conclusion of the 2018 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2020 and to authorize the Board to enter into service contract and/or appointment letter with each of the newly elected Directors 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 elect Mr. Wang Guangjin, Mr. Tian Lihui, Mr. Tang Jun and Mr. Ngai Wai Fung as independent non-executive Directors of the fifth session of the Board of the Company for the period commencing from the conclusion of the 2018 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2020 and to authorize the Board to enter into service contract and/or appointment letter with each of the newly elected independent non-executive Directors 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.

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4. To elect Mr. Pei Ying, Mr. Wang Zhicheng and Mr. Yu Kaijun as Supervisors of the fifth session of the supervisory board of the Company for the period commencing from the conclusion of the 2018 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2020 and to authorize the Board to enter into service contract and/or appointment letter with each of the newly elected Supervisors 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.

By order of the Board BBMG Corporation* Jiang Deyi Chairman

Beijing, the PRC, 31 August 2018

Notes:

1. Biographical details of Mr. Jiang Deyi, Mr. Zeng Jin, Mr. Wu Dong, Mr. Zheng Baojin and Mr. Xue Chunlei as the candidates proposed to be elected as the Diretors of the fifth session of the Board of the Company; Mr. Wang Guangjin, Mr. Tian Lihui, Mr. Tang Jun and Mr. Ngai Wai Fung as the candidates proposed to be elected as the independent non-executive Directors of the fifth session of the Board of the Company; and Pei Ying, Wang Zhicheng and Yu Kai Jun as the candidates proposed to be elected as the Supervisors of the fifth session of the supervisory board of the Company, at the 2018 Second Extraordinary General Meeting as required under Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”) are set out in the announcement of the Company dated 29 August 2018.

2. Pursuant to Rule 13.39(4) of the Listing Rules, votes of the shareholders at the 2018 Second Extraordinary General Meeting shall be taken by poll except where the chairman of the 2018 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.

3. Any shareholder entitled to attend and vote at the 2018 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.

* for identification purpose only

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• 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.

• Shareholders or their proxies shall present proofs of identities when attending the 2018 Second Extraordinary General Meeting.

• 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 16 September 2018 (Sunday) to 16 October 2018 (Tuesday) (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 16 October 2018 (Tuesday) will be entitled to attend and vote at the 2018 Second Extraordinary General Meeting. In order to attend and vote at the 2018 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 September 2018 (Friday).

• In accordance with Article 66 of the Articles of Association, shareholders entitled to attend the 2018 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 2018 Second Extraordinary General Meeting, i.e. no later than 26 September 2018 (Wednesday).

• Shareholders or their proxies attending the 2018 Second Extraordinary General Meeting are responsible for their own transportation and accommodation expenses.

• As at the date hereof, the executive Directors of the Company are Mr. Jiang Deyi, Mr. Zeng Jin, Mr. Wu Dong and Mr. Zheng Baojin; the non-executive Directors of the Company are Mr. Guo Yanming and Mr. Yu Zhongfu; and the independent non-executive Directors of the Company are Mr. Wang Guangjin, Mr. Tian Lihui, Mr. Tang Jun and Mr. Ng Wai Fung.

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