BBMG Corporation — AGM Information 2018

Feb 8, 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 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2018 first extraordinary general meeting (the “ 2018 First 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 Monday, 26 March 2018 at 2:00 p.m. or at any adjournment thereof to consider and, if thought fit, approve the following resolutions:

ORDINARY RESOLUTIONS

1. To approve the entering into of the Joint Venture Contract in relation to the establishment of BBMG Jidong Cement (Tangshan) Co., Ltd.* (金隅冀東水泥（唐山）有限責任公司) by capital contributions, pursuant to which the Company and Tangshan Jidong Cement Co., Ltd. (“ Jidong Cement ”) shall establish a joint venture and the Company shall inject the equity interests it held in 10 cement companies into the joint venture (the “ Transaction ”), the Articles of Association (Draft) of BBMG Jidong Cement (Tangshan) Co., Ltd., the New Equity Entrustment Agreement, the Non-Competition Agreement, the Trademark License Agreement and other legal documents to be entered into with Jidong Cement; and to authorise the chairman of the board of directors of the Company (the “ Board ”) to take all necessary actions, including but not limited to, the adjustment to the proposal for the Transaction according to the requirements of regulatory authorities, the signing of relevant legal documents on behalf of the Company and the issuance of relevant undertakings according to the requirements of regulatory authorities, until the completion of the Transaction.

* For identification purposes only

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1. To approve the entering into of the Performance Compensation Agreement and the transactions contemplated thereby between the Company and Jidong Cement and to authorise the Board to deal with all matters in relation to the performance compensation arrangement.

By order of the Board BBMG Corporation Jiang Deyi* Chairman

Beijing, the PRC, 8 February 2018

Notes:

1. For further information relating to the resolutions above, please refer to the announcements of the Company dated 28 December 2017 and 7 February 2018 (the “ Announcements ”). Unless otherwise defined, capitalised terms used in this notice of 2018 Extraordinary General Meeting shall have the same meanings as those defined in the Announcements.

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

4. 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.

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

6. 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 24 February 2018 (Saturday) to 26 March 2018 (Monday) (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 26 March 2018 (Monday) will be entitled to attend and vote at the 2018 First Extraordinary General Meeting. In order to attend and vote at the 2018 First 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 23 February 2018 (Friday).

7. In accordance with Article 66 of the Articles of Association, shareholders entitled to attend the 2018 First 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 First Extraordinary General Meeting, i.e. no later than 6 March 2018 (Tuesday).

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

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

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