BBMG Corporation — Board/Management Information 2017

Oct 27, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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北 京 金 隅 股 份 有 限 公 司

*** BBMG Corporation**

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

(Stock Code: 2009)

(1) PROPOSED CHANGE OF THE CHINESE NAME OF THE COMPANY (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (3) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD AND

(4) PROPOSED APPOINTMENT OF A NON-EXECUTIVE DIRECTOR

The board of directors (the “ Board ”) of BBMG Corporation (the “ Company ”, together with its subsidiaries, the “ Group ”) proposed (i) the change of the Company’s Chinese name 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 Company’s English name will remain the same; (ii) the amendments of the articles of association of the Company (the “ Articles of Association* ”) in light of the Company’s actual circumstances; (iii) the amendments of the Rules of Procedures for the Meetings of the Board; and (iv) the appointment of Mr. Yu Zhongfu as a non-executive director of the Company.

In this connection, the twenty-fourth meeting of the fourth session of the Board was convened on 27 October 2017 to consider the abovementioned matters.

PROPOSED CHANGE OF THE CHINESE NAME OF THE COMPANY

Reasons for the Proposed Change of the Chinese Name of the Company

Reference is made to the announcements of the Company dated 18 October 2016, 24 October 2016, 14 November 2016, 18 November 2016, 23 November 2016, 25 November 2016, 9 December 2016 and 29 December 2016 (collectively, the “ Announcements ”) in relation to the gratuitous transfer of state-owned A shares of the Company (the “ Gratuitous Transfer ”).

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As the Gratuitous Transfer was completed on 29 December 2016, Beijing Stated-owned Capital Operation and Management Center (北京國有資本經營管理中心) (“ Beijing SCOM Center ”) has become the controlling shareholder of the Company through the Gratuitous Transfer. Hence, in accordance with the requirements to deepen the comprehensive reformation of state-owned enterprises and to promote the realization of the overall development strategic objective and extend the social brand awareness of “BBMG Group”, in order to streamline the management institutional mechanism for the Company and BBMG Group Company Limited (being the original controlling shareholder) and enhance the operational efficiency and economic momentum of the Company, in accordance to the requirements of the relevant laws, administrative regulations and listing rules of the listing markets of the Company and actual situations, the Company proposed to change the Company’s Chinese name from“ 北京金隅股 份有限公司 ”to“ 北京金隅集團股份有限公司 ”according to the proposal of Beijing Statedowned Capital Operation and Management Center, the controlling shareholder of the Company, and based on the Company’s strategic positioning for future development with an emphasis on its core competitive advantages. The Board considers that the proposed change of the Chinese name of the Company is in the interests of the Company and the shareholders of the Company (the “ Shareholders ”) as a whole. Meanwhile, in order to align with the change of the Chinese name of the Company, the Company proposed to change the Company’s Chinese stock short name from“ 金隅股份 ”to“ 金隅集團 ”upon completion of the change of the Company’s Chinese name. The change of the Company’s Chinese stock short name is subject to the approval of Shanghai Stock Exchange and The Stock Exchange of Hong Kong Limited. The proposed change of the Chinese name of the Company is also subject to the final approval of the industry and commercial bureaus.

Conditions for the Proposed Change of the Chinese Name of the Company

The proposed change of the Chinese name of the Company is subject to (1) the approval of the shareholders of the Company (the “ Shareholders ”) by an ordinary resolution at the 2017 second extraordinary general meeting of the Company to be held on 15 December 2017 (the “ 2017 Second Extraordinary General Meeting ”); and (2) the final registration approval by the industry and commerce registration department of the People’s Republic of China (the “ PRC ”).

Subject to the satisfaction of the conditions set out above, the effective date of the proposed change of the Chinese name of the Company will be the date of issue of the new business license of the Company in respect of the proposed change of the Chinese name of the Company by the industry and commerce registration department of the PRC. The Company will then carry out all necessary filing procedures with the Companies Registrar of Hong Kong.

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Effects of the Proposed Change of the Chinese Name of the Company

The proposed change of the Chinese name of the Company will not affect any rights of the Shareholders. All existing share certificates of the Company in issue bearing the existing name of the Company will, after the proposed change of the Chinese name of the Company becomes effective, continue to be evidence of title to the ordinary shares of the Company (the “ Shares ”) and will be valid for trading, settlement, registration and delivery for the same number of Shares in the new name of the Company. As soon as the proposed change of the Chinese name of the Company becomes effective, any new issue of share certificates of the Company will be issued bearing the new name of the Company. There will be no special arrangement for the exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company.

There will be no change to the legal entity upon the change of the Chinese name of the Company. The cooperation commenced under the name of“ 北京金隅股份有限公司 ”prior to the change of the Chinese name of the Company will remain effective, and the agreements entered into shall not be affected by the change of the Chinese name and the Company will continue performance of the agreements.

A further announcement regarding, among other things, the effective date of the trading in the Shares on The Stock Exchange of Hong Kong Limited under the new name and stock short name of the Company will be made after the new Chinese name of the Company take effect.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

As the Gratuitous Transfer was completed on 29 December 2016, Beijing SCOM Center has become the controlling shareholder of the Company through the Gratuitous Transfer. In order to further maintain the accuracy and timeliness of the Articles of Association, the Board announces that it is necessary to make amendments to the Articles of Association in accordance with the relevant laws, administrative regulations and listing rules at the locality where the Company is listed and with reference to the actual circumstances. The proposed amendments to the Articles of Association are subject to approval of the Shareholders by way of special resolution at a general meeting. At the 2017 Second Extraordinary General Meeting, a special resolution will be proposed to approve, among other things, the proposed amendments to the Articles of Association. Details of the proposed amendments to the Articles of Association are as follows:

1. The first paragraph of the existing Article 1, which reads:

“To safeguard the legal interests of BBMG Corporation (the “Company”), its shareholders and creditors and regulate the organization and behaviour of the Company, the Articles of

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Association are formulated in accordance with the Company Law of the People’s Republic of China (中華人民共和國公司法) (the “Company Law”), Securities Law of the People’s Republic of China ( 中華人民共和國證券法 ) (the “Securities Law”), the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (國務院關於股份有限公司境外募集股份及上市的特別規定) (the “Special Regulations”), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (到境外上市公司章程必備條款) (the “Mandatory Provisions”), the Circular Regarding Opinions on the Amendments of Articles of Association of Companies Listed in Hong Kong (關於到香港上市公司對公司章程作補 充修改的意見的函) (the “Opinion Circular”), the Guidelines on Articles of Association of Listed Companies ( 上市公司章程指引 ) (the “Guidelines”) and the other relevant requirements.”

does not require corresponding amendment in the English version.

1. The second paragraph of the existing Article 2, which reads:

“The Company was jointly promoted by BBMG Group Company Limited, China National Non-Metallic Materials Corporation (now renamed as China National Materials Company Limited), Hopeson Holdings Limited, Beifang Real Estate Development Co., Ltd., Tianjin Building Materials (Holding) Co., Ltd. as approved by Beijing Municipal Development and Reform Commission (北京市發展和改革委員會) with the approval document of Jing Fa Gai [2005] No. 2682. On 22 December 2005, the Company filed registration with Beijing Administration for Industry and Commerce and obtained the enterprise legal person business licence with registered number of 110000410285245.”

is proposed to be amended as:

“The Company was jointly promoted by BBMG Group Company Limited, China National Non-Metallic Materials Corporation (now renamed as China National Materials Company Limited), Hopeson Holdings Limited, Beifang Real Estate Development Co., Ltd., Tianjin Building Materials Group (Holding) Co., Ltd. as approved by Beijing Municipal Commission of Development and Reform ~~Commission~~ (北京市發展和改革委員會) with the approval document of Jing Fa Gai [2005] No. 2682. On 22 December 2005, the Company filed registration with Beijing Administration for Industry and Commerce and obtained the enterprise legal person business licence ~~with registered number of 110000410285245.~~ The unified social credit code of the enterprise legal business licence currently held by the Company is 91110000783952840Y.”

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• The existing Article 3, which reads:

“The Chinese name of the Company: 北京金隅股份有限公司 The registered English name of the Company: BBMG Corporation Short form of the Company’s Chinese name: 金隅股份 Short form of the Company’s English name: BBMG”

is proposed to be amended as:

“The Chinese name of the Company: 北京金隅集團股份有限公司 The registered English name of the Company: BBMG Corporation Short form of the Company’s Chinese name: 金隅 ~~股份集~~ 團 Short form of the Company’s English name: BBMG”

1. It is proposed a sixth paragraph and a shareholding structure table is added under the existing Article 18, which reads:

With the approval of China Securities Regulatory Commission, BBMG Group Company Limited, the promoter of the Company gratuitously transferred all of the Company’s stateowned shares held by it (amounting to an aggregate of 4,797,357,572 shares) to Beijing Stated-owned Capital Operation and Management Center (北京國有資本經營管理中心). The change in the existing shareholding structure of the Company is as follows:

		Name of Shareholder		Number of Shares Held (Shares)	Number of Shares Held (Shares)	Number of Shares Held (Shares)	Number of Shares Held (Shares)	Number of Shares Held (Shares)		Percentage of Shareholding (%)	Percentage of Shareholding (%)	Percentage of Shareholding (%)	Percentage of Shareholding (%)
	Beijing Stated-owned Capital Operation and Management Center						4,797,357,572					44.93
	China National Materials Company Limited							459,940,000					4.31
	Tianjin Building Materials (Holding) Co., Ltd.							117,368,799					1.10
	Other holders of A Shares						2,964,339,893					27.76
	Holders of H Shares						2,338,764,870					21.90
	Total					10,677,771,134					100.00

The shareholders as other promoters of the Company, namely, Hopeson Holdings Limited and Beifang Real Estate Development Co., Ltd., have completed the full disposal of their respective shareholdings as promoters.”

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• The original first to fourth paragraphs of Article 131, which reads:

“Directors who are natural persons are not required to hold any shares of the Company.

Directors who are not representatives of employees shall be elected at general meetings. Directors who are required to be a representative of employees shall be elected at a meeting of employees’ representatives or meeting of employees or by other democratic ways.

The term of directorship shall be three years from the date of election until the expiry of the current session of the board of directors. Upon expiry of the term of directorship, the directors are eligible for re-election.

The Company has appointed independent (non-executive) directors. Unless otherwise required in this section, the provisions relating to the qualifications and obligations of directors set out in Chapter 14 of the Articles of Association shall be applicable to independent (non-executive) directors.”

are proposed to be revised by adding the second and fifth paragraphs thereto, which reads:

“Directors who are natural persons are not required to hold any shares of the Company.

Directors include executive directors and non-executive directors, while non-executive - directors include independent (non executive) directors.

Directors who are not representatives of employees shall be elected at general meetings. Directors who are required to be a representative of employees shall be elected at a meeting of employees’ representatives or meeting of employees or by other democratic ways.

The term of directorship shall be three years from the date of election until the expiry of the current session of the board of directors. Upon expiry of the term of directorship, the directors are eligible for re-election.

Executive directors shall be elected by the board of directors and are responsible for handling matters authorized by the board of directors and daily operations designated by - the Company; non executive directors are not responsible for handling daily operations.

The Company has appointed independent (non-executive) directors. Unless otherwise required in this section, the provisions relating to the qualifications and obligations of

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directors set out in Chapter 14 of the Articles of Association shall be applicable to independent (non-executive) directors.”

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD

The Board announces that it is necessary to make amendments to the fundamental rules and regulations concerning the rules of procedure for the meetings of the Board in order to reflect the actual circumstances of the Company, improve the procedures for conducting meetings of the Board and enhance corporate governance of the Company. The proposed amendments to the rules of procedure for the meetings of the Board are subject to approval of the Shareholders by way of special resolution at a general meeting. At the forthcoming 2017 Second Extraordinary General Meeting, a special resolution will be proposed to approve, among other things, the proposed amendments to the rules of procedure for meetings of the Board. Details of the proposed amendments to the rules of procedure for meetings of the Board are as follows:

1. The existing Article 1, which reads:

“In order to further standardize the rules and decision-making procedures for the board of directors of BBMG Corporation (herein referred to as the “Company”) to ensure the democratization and the increase in scientific elements of the Company’s decision-making behaviour and to fully demonstrate the role of the board of directors as the management decision-making center, this set of rules is formulated according to relevant laws, regulations and provisions of prescriptive documents such as the “Company Law of the People’s Republic of China”, the “Securities Law of the People’s Republic of China”, the “Mandatory Provisions for the Articles of Association of Companies to be Listed Overseas”, the “Guidelines on the Articles of Association of Listed Companies” and the “Articles of Association of BBMG Corporation” (herein referred to as the “Articles of Association”) with reference to the “Model Rules of Procedure for the Board of Directors of Listed Companies in Shanghai Stock Exchange.”

is proposed to be amended as:

“In order to further standardize the rules and decision-making procedures for the board of directors of BBMG Corporation (herein referred to as the “Company”) to ensure the democratization and the increase in scientific elements of the Company’s decision-making behaviour and to fully demonstrate the role of the board of directors as the ~~management~~ core decision-making ~~center~~ body, this set of rules is formulated according to relevant laws, regulations and provisions of prescriptive documents such as the “Company Law of the People’s Republic of China”, the “Securities Law of the People’s Republic of China”,

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the “Mandatory Provisions for the Articles of Association of Companies to be Listed Overseas”, the “Guidelines on the Articles of Association of Listed Companies” and the “Articles of Association of BBMG Corporation” (herein referred to as the “Articles of Association”) with reference to the “Model Rules of Procedure for the Board of Directors of Listed Companies in Shanghai Stock Exchange.”

1. The existing Article 6, which reads:

“The approval authority of the board of directors on investments and transactions of the Company is set out below:

(1) General transaction that shall be approved by the board of directors (the definition is based on relevant listing rules of the listing location of the Company’s shares which may be amended from time to time) specifically includes:

1. According to the provisions of the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” (herein referred to as the “Listing Rules of the Stock Exchange”) which may be amended from time to time, based on tests implemented, any of the asset ratio, profit ratio, revenue ratio, consideration ratio and equity capital ratio (specific details are based on the Listing Rules of the Stock Exchange which may be amended from time to time) of such transaction or the aggregate of relevant transactions is equivalent to or higher than 5%; and ratio which is lower than 5% but involving share transaction with issue of the Company’s shares as the transaction consideration;

2. According to the provisions of the “Rules Governing the Listing of Securities on the Shanghai Stock Exchange” (herein referred to as the “Listing Rules of the Shanghai Stock Exchange”) which may be amended from time to time, based on tests implemented, any proportion of total asset amount, turnover, profit, operating income and net income (specific details are based on the Listing Rules of the Shanghai Stock Exchange which may be amended from time to time) of such transaction or the aggregate of relevant transactions is equivalent to or higher than 10% but all of them are lower than 50%.

(2) Connected transaction that shall be approved by the board of directors (the definition is based on relevant listing rules of the listing location of the Company’s shares which may be amended from time to time) specifically includes:

1. Based on tests implemented, any of the asset ratio, profit ratio, revenue ratio, consideration ratio and equity capital ratio (specific details are based on the Listing Rules of the Stock Exchange which may be amended from time to time) of such connected transaction or the aggregate of relevant transactions (the definition of connected transaction

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and the principle of cumulative calculation are based on the Listing Rules of the Stock Exchange which may be amended from time to time) is (i) equivalent to or higher than 1% and the transaction only involves connected party in the Company’s subsidiary level; or (ii) equivalent to or higher than 0.1% but lower than 5%; or (iii) lower than 25% and the connected transaction has a transaction consideration lower than HK$10 million;

1. The proportion of transaction amount of such connected transaction or the aggregate of relevant transactions (the definition of connected transaction and the principle of cumulative calculation are based on the Listing Rules of the Shanghai Stock Exchange which may be amended from time to time) in the Company’s latest audited absolute net asset value is equivalent to or higher than 0.5% but lower than 5%.

(3) Transaction of which the individual transaction amount exceeds 5% of the latest audited net assets of the Company;

(4) Transactions that are beyond the approval authority of the president and/or the president’s office but are not required to be approved at the general meeting according to the laws, regulations and relevant listing rules of the listing location of the Company’s shares as well as the provisions of the Articles of Association or upon authorisation by the general meeting.”

is proposed to be amended as:

“The approval authority of the board of directors on ~~investments and~~ transactions of the Company is set out below:

(1) General transaction that shall be approved by the board of directors (the definition is based on relevant listing rules of the listing location of the Company's shares which may be amended from time to time) specifically includes:

1. According to the provisions of the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” (herein referred to as the “Listing Rules of the Stock Exchange”) which may be amended from time to time, based on tests implemented, any of the asset ratio, profit ratio, revenue ratio, consideration ratio and equity capital ratio (specific details are based on the Listing Rules of the Stock Exchange which may be amended from time to time) of such transaction or the aggregate of relevant transactions is equivalent to or higher than 5%; and ratio which is lower than 5% but involving share transaction with issue of the Company’s shares as the transaction consideration;

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3. According to the provisions of the “Rules Governing the Listing of Securities on the Shanghai Stock Exchange” (herein referred to as the “Listing Rules of the Shanghai Stock Exchange”) which may be amended from time to time, based on tests implemented, any proportion of total asset amount, turnover, profit, operating income and net income (specific details are based on the Listing Rules of the Shanghai Stock Exchange which may be amended from time to time) of such transaction or the aggregate of relevant transactions is equivalent to or higher than 10% but all of them are lower than 50%.

(2) Connected transaction that shall be approved by the board of directors (the definition is based on relevant listing rules of the listing location of the Company's shares which may be amended from time to time) specifically includes:

1. Based on tests implemented, any of the asset ratio, profit ratio, revenue ratio, consideration ratio and equity capital ratio (specific details are based on the Listing Rules of the Stock Exchange which may be amended from time to time) of such connected transaction or the aggregate of relevant transactions (the definition of connected transaction and the principle of cumulative calculation are based on the Listing Rules of the Stock Exchange which may be amended from time to time) is (i) equivalent to or higher than 1% and the transaction only involves connected party in the Company’s subsidiary level; or (ii) equivalent to or higher than 0.1% but lower than 5%; or (iii) lower than 25% and the connected transaction has a transaction consideration lower than HK$10 million;

2. The proportion of transaction amount of such connected transaction or the aggregate of relevant transactions (the definition of connected transaction and the principle of cumulative calculation are based on the Listing Rules of the Shanghai Stock Exchange which may be amended from time to time) in the Company’s latest audited absolute net asset value is equivalent to or higher than 0.5% but lower than 5%.

(3) Transactions of which the individual transaction amount exceeds ~~5% of the latest audited net assets of the Company~~ RMB 500 million (including external investments (including entrustment of wealth management and entrusted loans, etc.); acquisition or disposal of assets; provision of financial assistance; restructuring of claims or liabilities; transferring or accepting the transfer of research and development projects; other transactions); projects of internal technical improvements and technical measures of the Company of which the individual transaction amount exceeds RMB 1 billion; transaction for the bidding of land for property development projects of which the individual transaction amount exceeds RMB 3 billion.

(4) Transactions that are beyond the approval authority of the president and/or the president's office but are not required to be approved at the shareholders’ general meeting

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according to the laws, regulations and relevant listing rules of the listing location of the Company's shares as well as the provisions of the Articles of Association or upon authorisation by the general meeting.”

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• The existing Article 31, which reads:

“In respect of any matter which needs to be determined by the board of directors at an extraordinary board meeting, under the premise that full expression of opinions by the directors shall be ensured, the board of directors may accept a written resolution in lieu of convening a board meeting. However, a draft of such resolution shall be complete and comprehensive, and shall be delivered to every director either in person, by mail or by fax. If the board of directors has already sent out written notice of matters to be resolved to all directors and the number of directors who have signified their consent thereto reaches the required number as set out in the Articles of Association, such resolution shall become a valid resolution of the board of directors and there is no need to convene a board meeting.”

is proposed to be amended as:

“In respect of any matter which needs to be determined by the board of directors at an extraordinary board meeting, under the premise that full expression of opinions by the directors shall be ensured, the board of directors may accept a written resolution in lieu of convening a board meeting. However, a draft of such resolution shall be complete and comprehensive, and shall be delivered to every director either in person, by mail ~~or,~~ by fax or by email. If the board of directors has already sent out written notice of matters to be resolved to all directors and the number of directors who have signified their consent thereto reaches the required number as set out in the Articles of Association, such resolution shall become a valid resolution of the board of directors and there is no need to convene a board meeting.”

PROPOSED APPOINTMENT OF A NON-EXECUTIVE DIRECTOR

The remuneration and nomination committee of the Board has nominated Mr. Yu Zhongfu as a non-executive director candidate. The above nomination has been approved by the Board.

The appointment of the above non-executive director is subject to the approval of the Shareholders at the 2017 Second Extraordinary General Meeting. The Board proposes an ordinary resolution to be passed by the Shareholders to approve the appointment of the above non-executive director at the 2017 Second Extraordinary General Meeting. The term of such non-executive director will be for a period commencing from the conclusion of the 2017 Second

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Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017.

Biography of Mr. Yu Zhongfu

Mr. Yu Zhongfu, born in November 1970 and aged 46. Mr. Yu Zhongfu graduated from North China University of Technology in 1992 majoring in Industrial Management and Engineering and had a Master's degree in Public Administration, majoring in Public Administration from the School of Government, Peking University. Mr. Yu Zhongfu worked successively as a senior staff member and a principle staff member of the department of medium and small enterprise (中小企 業處 ) of Beijing Municipal Commission of Economy and Information Technology from September 1996 to June 2000. From June 2000 to November 2003, he worked as the deputy director of the department of medium and small enterprise of Beijing Municipal Commission of Economy and Information Technology and the deputy director of the department of enterprise reform ( 企業改革處 ) of Beijing Municipal Commission of Economy and Information Technology. Mr. Yu Zhongfu worked successively as the deputy director of division of reform and development (general office), and the deputy director and then director of division of enterprise reform of the State-owned Assets Supervision and Administration Commission of Beijing Municipality from November 2003 to May 2009. Mr. Yu Zhongfu has been the deputy general manager of Beijing State-owned Capital Operation and Management Center since May 2009.

Mr. Yu Zhongfu is the director of Beijing Urban-Rural Commercial Group Co., Ltd. (a company listed on the Shanghai Stock Exchange, stock code: 600861) since October 2017. Mr. Yu Zhongfu has been serving as a director of CSC Financial Co., Ltd. (a company listed on the Stock Exchange, stock code: 06066) since March 2011 and the vice chairman since August 2016. Mr. Yu Zhongfu has been serving as a director of Beijing Rural Commercial Bank Co., Ltd. since May 2010, a director of Wangfujing Group Co., Ltd. (a company listed on the Shanghai Stock Exchange, stock code: 600859) since June 2011, and a nonexecutive Director of Beijing Jingneng Clean Energy Co., Limited (a company listed on the Stock Exchange, stock code: 00579) since December 2011. Mr. Yu Zhongfu was a director of Beiqi Foton Motor Co., Ltd. (a company listed on the Shanghai Stock Exchange, stock code: 600166) from July 2013 to November 2015.

Mr. Yu Zhongfu will enter into a service contract with the Company for serving as a nonexecutive director with a term 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 2017. Pursuant to the service contract, Mr. Yu Zhongfu's remuneration as a non-independent director will be determined and approved at the annual general meeting of the

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Company based on the corporate policy on directors’ remuneration of the Company as well as his workload and responsibilities.

Save as disclosed above, Mr. Yu Zhongfu (i) did not hold any other directorships in other listed companies in the past three years; (ii) is not related to any directors, supervisors, senior management, or substantial or controlling shareholders of the Company; (iii) does not have or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance; and (iv) does not hold any other position in the Company or other members within the Group.

Save as disclosed above, there are no other matters concerning Mr. Yu Zhongfu that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The circular and notice of 2017 Second Extraordinary General Meeting in relation to the aforesaid (i) proposed change of the Chinese name of the Company; (ii) proposed amendments to the Articles of Association; (iii) proposed amendments to the Rules of Procedures for the Meetings of the Board; and (iv) proposed appointment of a non-executive director will be despatched to the Shareholders on 30 October 2017.

By order of the Board BBMG Corporation* Jiang Deyi Chairman

Beijing, the PRC, 27 October 2017

As at the date of this announcement, 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.

* English translation denotes for identification purposes only

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