BBMG Corporation — Board/Management Information 2023

Aug 24, 2023

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.

==> picture [282 x 78] intentionally omitted <==

北 京 金 隅 集 團 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)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RULES OF PROCEDURES

APPOINTMENT OF GENERAL MANAGER

AND

PROPOSED ELECTION OF DIRECTORS

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RULES OF PROCEDURES

The board of directors (the “ Board ”) of BBMG Corporation (the “ Company ”) hereby announces that, at a meeting of the Board on 24 August 2023, the Board considered and approved, among other things, the resolution in relation to the proposed amendments to the articles of association of the Company (the “ Articles of Association* ”).

On 1 January 2022, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) were amended by, among others, adopting a uniform set of 14 core standards for shareholder protections (the “ Core Protection Standards ”) for issuers as set out in Appendix 3 to the Listing Rules.

On 17 February 2023, the State Council (the “ State Council ”) of the People’s Republic of China (the “ PRC ”) issued the Decision of the State Council to Repeal Certain Administrative Regulations and Documents ( 《國務院關於廢止部分行政法規和文件的決定》 ) and the China Securities Regulatory Commission (the “ CSRC ”) issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》) (the “ Trial Measures ”) and related Guidelines (together, the “ New PRC Regulations ”), which came into effect on 31 March 2023. On the same date as the New PRC Regulations took effect, the Mandatory Provisions for Companies Listing Overseas (《到境外上市公司章程必備條款》) (the “ Mandatory Provisions ”) set forth in Zheng Wei Fa (1994) No. 21 ( 證委發 (1994) 21 號文件) issued on 27 August 1994 by the State Council Securities Policy Committee and the State Commission for Restructuring the Economic System and the Special Regulations 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

• 1 -

“ Special Regulations ”) issued on 4 August 1994 by the State Council were repealed. PRC issuers shall formulate their articles of association with reference to the Guidelines for Articles of Association of Listed Companies(《上市公司章程指引》) (the “ PRC Guidelines for AoA* ”) issued by the CSRC in place of the Mandatory Provisions. In light of the New PRC Regulations, the Stock Exchange of Hong Kong Limited has adopted certain consequential amendments to the Listing Rules which came into effect on 1 August 2023.

In light of the above, the Board thus proposed to amend its existing Articles of Association to ensure conformity with the Core Protection Standards, remove those articles that have become outdated due to the repeal of the Mandatory Provisions and the Special Regulations, bring the overall Articles of Association in line with the PRC Guidelines for AoA, and also include other consequential and housekeeping amendments (the “ Proposed Amendments to the Articles of Association ”).

By virtue of the Proposed Amendments to the Articles of Association, the Board of Directors and the supervisory board of the Company (the “ Supervisory Board ”) have respectively considered and approved the amendments to the relevant provisions in the rules of procedures for shareholders’ general meetings, rules of procedures for meetings of the board of directors and rules of procedures for meetings of the supervisory board (collectively, the “ Rules of Procedures ”). As the Rules of Procedures are annexed to the Articles of Association, the proposed amendments to the Rules of Procedures (the “ Proposed Amendments to the Rules of Procedures ”) are also subject to the approval at the 2023 first extraordinary general meeting of the Company (the “ 2023 First EGM ”), the 2023 first class meeting of the holder of A shares of the Company (the “2023 First A Shares Class Meeting ”) and the 2023 first class meeting of the holder of H shares of the Company (the “2023 First H Shares Class Meeting ”).

Notwithstanding the Proposed Amendments to the Articles of Association and Proposed Amendments to the Rules of Procedures, the contents of the other chapters, articles and annexures of the Articles of Association shall remain unchanged.

The Proposed Amendments to the Articles of Association and Proposed Amendments to the Rules of Procedures will take effect subject to the approval at the 2023 First EGM, the 2023 First A Shares Class Meeting and the 2023 First H Shares Class Meeting respectively.

APPOINTMENT OF GENERAL MANAGER

Pursuant to the meeting of the Board held on 24 August 2023, Mr. Gu Yu (“ Mr. Gu ”) (one of the director candidates of the Company), was appointed as the general manager of the Company on 24 August 2023 for a term commencing from 24 August 2023 and expiring on the date of the annual general meeting of the Company for the year 2023.

For the personal particulars of Mr. Gu, please refer to the section headed “Biography of Mr. Gu Yu” below for details.

PROPOSED ELECTION OF DIRECTORS

Pursuant to the meeting of the Board held on 24 August 2023, the Board is pleased to announce that Mr. Gu and Mr. Jiang Changlu (“ Mr. Jiang ”) have been nominated by the Board to be elected as the directors of the Company. According to the Articles of Association, the election of Mr. Gu and Mr. Jiang as the directors of the Company (the “ Proposed Election ”) is subject to shareholders’ approval at the

• 2 -

EGM.

Biography of Mr. Gu Yu

Mr. Gu, born in March 1972, holds an on-job postgraduate degree and a master’s degree in engineering. He is a senior economist. Mr. Gu worked for Equipment and Material Company of Beijing UniConstruction Group in July 1993. Mr. Gu currently has served as the deputy secretary of the communist party committee and the general manager of the Company since July 2023 and August 2023 respectively.

Mr. Gu successively served as a materials staff of distribution center, vice manager and assistant to general manager of Equipment and Material Company of Beijing Uni-Construction Group, general manager and vice chairman of Beijing Tianliao Equipment Material Co., Ltd. (天遼設備物資有限公 司), assistant to the general manager of Equipment and Material Company of Beijing Uni-Construction Group, general manager of Beijing Uni-Construction International Wood Industrial Co., Ltd. (北京住 總國際木業有限公司), deputy secretary of the Party General Branch, general manager and chairman of Beijing Uni-Construction Logistics Co., Ltd. (北京住總物流有限公司), assistant to the general manager of Beijing Uni-Construction Group Co., Ltd., and the deputy secretary of the communist party committee and chairman of Beijing Uni-Construction Tech.& Trade Holding Group Co., Ltd. (北京住 總科貿控股集團有限公司).

Mr. Gu served as the deputy general manager of Beijing Uni-Construction Group Co., Ltd. from June 2016 to October 2019; deputy secretary of the party committee and deputy general manager of Beijing Urban Construction Group Co., Ltd. and the secretary of the party committee and chairman of Beijing Uni.-Construction Group Co., Ltd. from October 2019 to September 2020; deputy secretary of the party committee and deputy general manager of Beijing Urban Construction Group Co., Ltd. from September 2020 to July 2023 (among which, he took temporary posts as a member of the party committee of the Xinjiang Hetian Commander Headquarters and the secretary of Urumqi Municipal Committee from September 2020 to July 2023).

It is proposed that Mr. Gu will enter into a service contract with the Company for serving as a director with the Company for a term commencing from the conclusion of the relevant general meeting and expiring on the date of the annual general meeting of the Company for the year 2023. Pursuant to the service contract, Mr. Gu’s basic remuneration will be RMB241,400 per annum based on the corporate policy on directors’ remuneration of the Company as well as his workload and responsibilities. The final total remuneration per annum will also be subject to the results of his performance evaluation and the total remuneration per annum will be submitted to annual general meeting for approval.

Save as disclosed above, Mr. Gu (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. Gu that need to be brought to the attention of the shareholders of the Company 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

• 3 -

Kong Limited.

• 4 -

Biography of Mr. Jiang Changlu

Mr. Jiang, born in May 1965, obtained a master’s degree in engineering from University of Science and Technology Beijing. Mr. Jiang is a senior economist. Mr. Jiang has been serving as the deputy secretary of the communist party committee of the Company since July 2023.

Mr. Jiang served as a supervisor of the technology department, technician of raw materials workshop, operator of new line branch, assistant to the director of the production safety department, deputy director of the production safety department, deputy manager of transportation company, director and branch secretary of the supply department, deputy director and chief despatcher of the production management department, director of supply department and vice manager of Beijing Liulihe Cement Factory* (北京 市琉璃河水泥廠) from August 1987 to November 2005; deputy director and director of the cement business division of the Company, deputy manager of the cement branch company, manager of BBMG Cement Trading Co., Ltd., vice general manager and chairman of Hebei Taihang Cement Co., Ltd. from November 2005 to May 2011; and manager of BBMG Cement Trading Co., Ltd. from May 2011 to October 2015. Mr. Jiang served as a deputy general manager and director of the cement business segment of the Company and manager of BBMG Cement Trading Co., Ltd. from May 2016 to September 2016; a deputy general manager of the Company, manager of BBMG Cement Trading Co., Ltd., the secretary of the communist party committee and vice chairman of Tangshan Jidong Cement Co., Ltd. from September 2016 to June 2017. He successively served as the standing member of the party committee of BBMG Group Company Limited and the Company, a deputy general manager of the Company and the secretary of the communist party committee and chairman of Tangshan Jidong Cement Co., Ltd. from June 2017 to June 2018; standing member of the party committee and a deputy general manager of the Company and the secretary of the communist party committee and chairman of Tangshan Jidong Cement Co., Ltd. from June 2018 to January 2020; and standing member of the party committee and a deputy general manager of the Company from January 2020 to July 2023. He has been serving as the deputy secretary of the communist party committee of the Company since July 2023.

It is proposed that Mr. Jiang will enter into a service contract with the Company for serving as a director with the Company for a term commencing from the conclusion of the relevant general meeting and expiring on the date of the annual general meeting of the Company for the year 2023. Pursuant to the service contract, Mr. Jiang’s basic remuneration will be RMB205,200 per annum based on the corporate policy on directors’ remuneration of the Company as well as his workload and responsibilities. The final total remuneration per annum will also be subject to the results of his performance evaluation and the total remuneration per annum will be submitted to annual general meeting for approval.

Save as disclosed above, Mr. Jiang (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. Jiang that need to be brought to the attention of the shareholders of the Company 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.

• 5 -

• 6 -

GENERAL

A circular containing, among other things, details of the Proposed Amendments to the Articles of Association, the Proposed Amendments to the Rules of Procedures, the Proposed Election, the notice of the 2023 First EGM and the notice of the 2023 First H Shares Class Meeting will be despatched to the shareholders of the Company as soon as practicable.

By order of the Board BBMG Corporation* Jiang Yingwu Chairman

Beijing, the PRC, 24 August 2023

As at the date of this announcement, the executive directors of the Company are Jiang Yingwu and Zheng Baojin; the non-executive directors of the Company are Gu Tiemin and Wang Zhaojia; and the independent non-executive directors of the Company are Yu Fei, Liu Taigang, Hong Yongmiao and Tam Kin Fong.

• English translation denotes for identification purpose only.

• 7 -