BBMG Corporation — Board/Management Information 2017

Aug 15, 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)

(I) POLL RESULTS OF THE 2017 FIRST EXTRAORDINARY GENERAL MEETING HELD ON 15 AUGUST 2017

(II) APPOINTMENT OF EXECUTIVE DIRECTORS AND SUPERVISORS (III) APPOINMENT OF MEMBERS OF BOARD COMMITTEES AND

(IV) APPOINTMENT OF CHAIRMAN OF THE SUPERVISORY BOARD

POLL RESULTS OF THE 2017 FIRST EXTRAODRINARY ORDINARY MEETING

The board of directors (the “ Board ”) of BBMG Corporation (the “ Company ”) is pleased to announce that the 2017 first extraordinary general meeting of the Company (the “ 2017 First Extraordinary General Meeting ”) was 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* ”) at 2:30 p.m. on Tuesday, 15 August 2017. The 2017 First Extraordinary General Meeting was chaired by Mr. Jiang Deyi, executive director of the Board.

Reference is made to (i) the announcement on the proposed appointment of director and supervisors of the Company dated 28 June 2017 and (ii) the notice of 2017 First Extraordinary General Meeting of the Company dated 30 June 2017 (collectively, the “ Notices ”).

As at the date of the 2017 First Extraordinary General Meeting, the Company has issued a total number of 10,677,771,134 shares (the “ Shares ”) (comprising of 8,335,006,264 A Shares and 2,338,764,870 H Shares), and all of the Shares entitle the holders to attend and vote for or against any of the resolutions proposed at the 2017 First Extraordinary General Meeting. None of the Shares entitled the shareholders of the Company (the “ Shareholders )” to attend the 2017 First Extraordinary General Meeting and abstain from voting in favour as set out in Rule 13.40

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of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and no Shareholders were required under the Listing Rules to abstain from voting at the 2017 First Extraordinary General Meeting. No party has stated its intention to vote against the resolutions proposed at the 2017 First Extraordinary General Meeting or to abstain from voting. Shareholders and their authorized proxies holding an aggregate of 5,972,796,982 Shares, representing 55.94% of the total issued share capital of the Company were present at the 2017 First Extraordinary General Meeting.

At the 2017 First Extraordinary General Meeting, the proposed resolutions set out in the Notices were voted by poll. The poll results in respect of the resolutions proposed at the 2017 First Extraordinary General Meeting are as follows:

	ORDINARY RESOLUTIONS	Number of Valid Votes(%)#	Number of Valid Votes(%)#	Number of Valid Votes(%)#
		For	Against	Abstain
1	To elect the following candidates as the directors of the Company for a period commencing from the conclusion of the 2017 First Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017 and to authorise the Board to enter into service contract and/or appointment letter with the newly elected director of the Company subject to such terms and conditions as the Board shall think fit and to do such acts and things to give effect to such matters.
	(i) Mr. Zeng Jin	5,829,094,218 (97.59%)	143,714,764 (2.41%)	0 (0.00%)
	(ii) Mr. Zheng Baojin	5,826,906,315 (97.56%)	145,878,667 (2.44%)	0 (0.00%)
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.

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ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	Number of Valid Votes(%)#	Number of Valid Votes(%)#	Number of Valid Votes(%)#
			For	Against	Abstain
2	To elect the following candidates as the supervisors of the Company for a period commencing from the conclusion of the 2017 First Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017 and to authorise the Board to enter into service contract and/or appointment letter with each of the newly elected supervisors of the Company subject to such terms and conditions as the Board shall think fit and to do such acts and things to give effect to such matters.
	(i) Ms. Xu Feng		5,970,644,079 (99.96%)	2,164,903 (0.04%)	0 (0.00%)
	(ii) Mr. Wang Zhicheng		5,970,620,079 (99.96%)	2,164,903 (0.04%)	0 (0.00%)
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.

# based on the total number of votes cast on each relevant resolution

For details of the aforesaid resolutions, Shareholders may refer to the Notices.

In compliance with the requirements of the Listing Rules, Computershare Hong Kong Investor Services Limited, the Company’s H Share registrar, acted as scrutineer for the vote-taking at the 2017 First Extraordinary General Meeting.

The 2017 First Extraordinary General Meeting was witnessed by the Company’s PRC legal adviser, Beijing Guantao Law Firm , who presented a legal opinion concluding that the convening and procedures of the 2017 First Extraordinary General Meeting conformed to the requirements of the relevant PRC laws, regulations and the articles of association of the Company (the “ Articles of Association ”); the attendees of the 2017 First Extraordinary General

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Meeting were qualified and their qualifications conformed to the requirements of the relevant PRC laws, regulations and the Articles of Association; the voting process conformed to the requirements of the relevant PRC laws, regulations and the Articles of Association and the relevant resolutions approved by the 2017 First Extraordinary General Meeting were lawful and valid.

APPOINTMENT OF EXECUTIVE DIRECTORS AND SUPERVISORS

At the 2017 First Extraordinary General Meeting, the resolutions in relation to the appointment of the Directors and Supervisors have been approved.

The Company is pleased to announce that Mr. Zeng Jin and Mr. Zheng Baojin have been appointed as the executive Directors of the fourth session of the Board on the date of this announcement and Ms. Xu Feng and Mr. Wang Zhicheng have been appointed as the Supervisors of the fourth session of the supervisory board of the Company on the date of this announcement

Biography of Mr. Zeng Jin

Mr. Zeng Jin, born in February 1970 and aged 47, was appointed as the general manager of the Company on 5 August 2016 with a term commencing from 5 August 2016 and expiring on the date of the annual general meeting of the Company for the year 2017. Mr. Zeng Jin had been the executive director of Beijing North Star Company Limited (the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited and Shanghai Stock Exchange) (stock codes: 00588.HK and 601588.SH) between March 2012 and August 2016 and had been the general manager of Beijing North Star Company Limited from December 2014 to June 2016. From December 2014 to June 2016, Mr. Zeng Jin served as the director of Beijing North Star Industrial Group Company Limited (the parent company of Beijing North Star Company Limited). Mr. Zeng Jin has been the deputy party secretary and director of BBMG Group Company Limited in June 2016. Mr. Zeng Jin graduated from Renmin University of China with a doctoral degree in management. Mr. Zeng Jin joined Beijing North Star Industrial Group Company Limited in August 1992 and had served in various positions including but not limited to the deputy department head of the property development department in Beijing North Star Company Limited, the deputy general manager of Beijing North Star Real Estate Development Co., Limited as well as the deputy general manager and general manager of Beijing North Star Company Limited, Beijing North Star Property Branch. Mr. Zeng Jin had served as the deputy general manager of Beijing North Star Company Limited from January 2009 to December 2014. Mr. Zeng Jin has extensive experience in real estate development and management.

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Mr. Zeng Jin has entered into a service contract with the Company for serving as a Director with a term commencing from the conclusion of the 2017 First 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. Zeng Jin's remuneration will be determined and approved at the annual general meeting of the Company based on the corporate policy on directors’ remuneration of the Company as well as his workload and responsibilities.

Save as disclosed above, Mr. Zeng Jin (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. Zeng Jin 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 “ Listing Rules ”).

Biography of Mr. Zheng Baojin

Mr. Zheng Baojin, born in February 1966 and aged 51, was appointed as the secretary of the Board on 25 January 2016. Mr. Zheng Baojin joined the Chinese Communist Party in July 1994 and began working in July 1987 by joining Hebei Taihang Cement Co., Ltd., where he took up various positions until May 2011, including the director of the securities department, a director of the board, the deputy general manager and the secretary of the board. Mr. Zheng Baojin served as the head of the office of the Board of the Company from October 2009 to January 2016. Mr. Zheng Baojin has been the director of Tangshan Jidong Cement Co., Ltd. (the shares of which are listed on the Shenzhen Stock Exchange) (stock code: 000401.SZ), a subsidiary of the Company, since October 2016. Mr. Zheng Baojin graduated from the Tangshan Engineering Technology Institute in July 1987 with industry management engineering profession. Mr. Zheng Baojin holds a college degree and is a senior economist. Mr. Zheng Baojin is also the general counsel of the Company.

Mr. Zheng Baojin has entered into a service contract with the Company for serving as a Director with a term commencing from the conclusion of the 2017 First 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. Zheng Baojin's remuneration will be determined and approved at the annual general meeting of the Company based on the corporate policy on directors’ remuneration of the Company as well as his workload and responsibilities.

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Save as disclosed above, Mr. Zheng Baojin (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. Zheng Baojin that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Listing Rule 13.51(2)(h) to (v).

Biography of Ms. Xu Feng

Ms. Xu Feng, born in March 1958 and aged 59, currently serves as the chairman of the bureaulevel supervisory committee of Beijing Municipal State-owned Enterprises Supervisory Board. Ms. Xu Feng has served as the deputy secretary of the industry committee of Beijing Municipal Committee of the Communist Party since June 1994. Subsequently, Ms. Xu Feng has served as a party member and the deputy chief of Beijing Municipal Bureau of Statistics since January 2000. Since January 2005, she has served as the dedicated supervisor at deputy director-level and the director of the second office of Beijing Municipal State-owned Enterprises Supervisory Board, where she was responsible for supervising 13 enterprises including Beijing Electronics (北京電 控), Tong Ren Tang (同仁堂), Yiqing (一輕), Shokai (首開), Beijing Capital (首創), Beijing Infrastructure Investment (京投), Beijing Public Transport Holdings (公交), Beijing Subway (北 京地鐵), etc. Ms. Xu Feng has served as the chairman of the supervisory committee of Beijing Municipal State-owned Enterprises Supervisory Board since January 2014, where she was responsible for the supervision and inspection of five enterprises, namely Beijing Capital Agribusiness (首農), Beijing Er Shang (二商), Beijing Grain Group (糧食), Beijing Wanfujing Dongan (王府井東安) and Beijing Rural Tourism Development Company (郊旅公司). Ms. Xu Feng holds a bachelor’s degree and a senior engineer in China.

Ms. Xu Feng has entered into a service contract with the Company for serving as a Supervisor with a term commencing from the conclusion of the 2017 First 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, Ms. Xu Feng, who is the Supervisor nominated by the controlling shareholder, will not receive remuneration for serving as a Supervisor.

Save as disclosed above, Ms. Xu Feng (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

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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 Ms. Xu Feng that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Listing Rule 13.51(2)(h) to (v).

Biography of Mr. Wang Zhicheng

Mr. Wang Zhicheng, born in July 1962 and aged 54, is currently a dedicated supervisor at chieflevel of Beijing Municipal State-owned Enterprises Supervisory Board. Mr. Wang Zhicheng joined the army in June 1980 and has held various positions in the navy. Since November 2004, he has served as the deputy commissioner of Tianjin Aircraft Armament Branch of Navy Armament Department ( 海軍裝備部天津局航空裝備處). Mr. Wang Zhicheng served as a researcher in the administrative affairs audit division of Beijing Municipal Audit Bureau from 2008 to 2010. Since June 2010, Mr. Wang Zhicheng worked at Beijing Municipal State-owned Enterprises Supervisory Board as a dedicated supervisor at chief-level, where he was responsible for overseeing the implementation of supervision and inspection works of over 10 enterprises, including Beijing Public Transport Holdings (北京公交集團), Beijing Subway (北京地鐵), Beijing Capital Agribusiness Group ( 首都農業集團 ), etc. Mr. Wang Zhicheng holds a bachelor’s degree.

Mr. Wang Zhicheng has entered into a service contract with the Company for serving as a Supervisor with a term commencing from the conclusion of the 2017 First 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. Wang Zhicheng, who is the Supervisor nominated by the controlling shareholder, will not receive remuneration for serving as a Supervisor.

Save as disclosed above, Mr. Wang Zhicheng (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. Wang Zhicheng that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Listing Rule 13.51(2)(h) to (v).

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APPOINMENT OF MEMBERS OF BOARD COMMITTEES

A meeting of the Board was held on 15 August 2017 and it was resolved that (i) Mr. Zeng Jin and Mr. Zheng Baojin be appointed as the members of the strategic committee and (ii) Mr. Guo Yanming be appointed as the member of the audit committee.

APPOINTMENT OF CHAIRMAN OF THE SUPERVISORY BOARD

A meeting of the supervisory board of the Company was held on 15 August 2017 and it was resolved that Ms. Xu Feng be appointed as the chairman of the fourth session of the supervisory board of the Company for a period commencing from the conclusion of the 2017 First Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017.

By order of the Board BBMG Corporation* Jiang Weiping Chairman

Beijing, the PRC, 15 August 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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