BBMG Corporation — Capital/Financing Update 2017

Nov 20, 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)

OVERSEAS REGULATORY ANNOUNCEMENT ANNOUNCEMENT ON PROGRESS OF THE MATTERS IN RELATION TO THE SUBSCRIPTION OF SHARES ISSUED BY TANGSHAN JIDONG CEMENT CO., LTD. WITH THE RELEVANT ASSETS OF THE CEMENT AND OTHER BUSINESSES OF THE COMPANY

This announcement is made by BBMG Corporation (the “ Company ” or “ BBMG* ”) pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

On 29 June 2016, the eighth meeting of the fourth session of the board of Directors of BBMG Corporation (hereinafter referred to as the “ Company ”) considered and approved the “Resolution on the Matters in relation to the Subscription of Shares Issued by Tangshan Jidong Cement Co., Ltd. with the Relevant Assets of the Cement and Other Businesses of the Company” (《關於公司以水泥等業務相關資產認購唐山冀東水泥股份有限公司發行股份 相關事宜的議案》) and it is agreed that the Company shall subscribe the shares issued under the non-public issuance by Tangshan Jidong Cement Co., Ltd. (hereinafter referred to as “ Jidong Cement ”) with the equity interests in subsidiaries, which are engaging in cement and other related businesses, held by the Company (hereinafter referred to as the “ Transaction* ”). On the same day, the Company signed the “Share Issuance and Asset Purchase Agreement between Tangshan Jidong Cement Co., Ltd. and BBMG Corporation” (《唐山冀東水泥股份有限公司 與北京金隅股份有限公司之發行股份購買資產協議》) with Jidong Cement.

Pursuant to the above resolution and agreement, the implementation of this Transaction is still subject to the consideration and approval of the general meeting of the Company and the general meeting of Jidong Cement, the approval on the valuation results of the subject assets by the State-owned Assets Supervision and Administration Commission of the People’s Government of

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Beijing Municipality (hereinafter referred to as the “ Beijing SASAC ”), the necessary approval or exemption made by The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “ Stock Exchange ”) and the approval of the relevant national authorities such as relevant stateowned assets supervision and administration authorities, Anti-monopoly Bureau of the Ministry of Commerce and China Securities Regulatory Commission (hereinafter referred to as the “ CSRC ”). For details, please refer to the “Announcement on the Matters in relation to the Subscription of Shares Issued by Tangshan Jidong Cement Co., Ltd. with the Relevant Assets of Cement and Other Businesses of BBMG Corporation” (《北京金隅股份有限公司關於以水泥 等業務相關資產認購唐山冀東水泥股份有限公司發行股份相關事宜的公告》) published on China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and the website of Shanghai Stock Exchange (www.sse.com.cn) by the Company on 30 June 2016 (Announcement No.: Lin 2016-047).

The “Approval on Matters in relation to the Non-public Issuance of Shares of and the Supporting Financing to be Carried Out by Tangshan Jidong Cement Co., Ltd.” (Ji Guo Zi Fa Chan Quan Guan Li [2016] No. 70) (《關於唐山冀東水泥股份有限公司非公開發行股份並進行配套融 資有關問題的批復》 (冀國資發產權管理[2016]70號)) was issued by the State-owned Assets Supervision and Administration Commission of the People’s Government of Hebei Province on 8 July 2016, it is agreed that Jidong Cement shall acquire the equity interests in 31 companies, including Beijing BBMG Cement Trading Co., Ltd.* (北京金隅水泥經貿有限公司), held by the Company by way of non-public issuance of A shares to the Company. For details, please refer to the “Announcement on Progress of the Matters in relation to the Subscription of Shares Issued by Tangshan Jidong Cement Co., Ltd. with the Relevant Assets of the Company’s Cement and Other Businesses by BBMG Corporation” (《北京金隅股份有限公司關於公司以水泥等 業務相關資產認購唐山冀東水泥股份有限公司發行股份相關事宜的公告》) published on China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and the website of Shanghai Stock Exchange (www.sse.com.cn) by the Company on 9 July 2016 (Announcement No.: Lin 2016-052).

On 13 July 2016, the Company received a notice from its controlling shareholder, BBMG Group Company Limited (北京金隅集團有限責任公司) informing that the Beijing SASAC has approved the asset valuation results of the subject assets of the Transaction and issued the “Reply to the Approval for the Asset Valuation Project in Relation to the Subscription of Shares Issued by Tangshan Jidong Cement Co., Ltd. with the Equity Interests in 31 Companies by BBMG Corporation (Jing Guo Zi Chan Quan [2016] No. 123) (《關於對北京金隅股份有限公司以31 家企業股權認購唐山冀東水泥股份有限公司所發行股份的資產評估項目予以核准的批復》 （京國資產權【2016】123號）). The above approved asset valuation result is in line with the asset valuation results as set out in the relevant resolution considered and passed by the eighth meeting of the fourth session of the board of Directors of the Company, as well as that in the Share Issuance and Asset Purchase Agreement signed by the Company. For details, please refer to the “Announcement on Progress of the Matters in relation to the Subscription of Shares Issued by Tangshan Jidong Cement Co., Ltd. with the Company’s Relevant Assets of Cement and Other Businesses by BBMG Corporation” (《北京金隅股份有限公司關於公司以水泥等業務相關資 產認購唐山冀東水泥股份有限公司發行股份相關事宜的公告》 ) published on China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and the website

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of Shanghai Stock Exchange (www.sse.com.cn) by the Company on 14 July 2016 (Announcement No.: Lin 2016-055).

One 15 July 2016, Jidong Cement convened the first extraordinary general meeting of 2016, at which the resolution in relation to the Transaction, including the “Resolution on the Proposal on the Purchase of Assets by way of Share Issuance and Cash Payment and the Raising of Supporting Funds as well as Connected Transactions” (《關於發行股份及支付現金購買資產 並募集配套資金暨關聯交易方案的議案》), the “Resolution on the Signing of Conditional ‘Share Issuance and Asset Purchase Agreement’ by the Company and BBMG Corporation* (《關於公司與北京金隅股份有限公司簽署附條件生效的<發行股份購買資產協議>的議 案》 ), the “Resolution on the Submission to the General Meeting for Exempting the Performance of the General Offer Obligations of BBMG Corporation” (《關於提請股東大會同 意北京金隅股份有限公司免於履行要約收購義務的議案》) and the “Resolution on the Signing of Profit Compensation Agreements by the Company and its Counterparties” (《關於公 司與交易對方簽署<業績補償協議>的議案》), all of which approved the implementation of this Transaction. For details, please refer to the “Announcement on Progress of the Matters in relation to the Subscription of Shares Issued by Tangshan Jidong Cement Co., Ltd. with the Company's Relevant Assets of Cement and Other Businesses by BBMG Corporation” (《北京金 隅股份有限公司關於公司以水泥等業務相關資產認購唐山冀東水泥股份有限公司發行股份 相關事宜的公告》 ) published on China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and the website of Shanghai Stock Exchange (www.sse.com.cn) by the Company on 16 July 2016 (Announcement No.: Lin 2016-058).

On 3 August 2016, Jidong Cement received the “CSRC’s Acceptance Notice of the Application for Administration Permission” (No. 161902) (《中國證監會行政許可申請受理通知書》 （161902號）) issued by the CSRC, pursuant to which the CSRC has reviewed the application materials for the “Approval of Share Issuance and Asset Purchase by Listed Company (Tangshan Jidong Cement Co., Ltd.)” (《唐山冀東水泥股份有限公司上市公司發行股份購買資產核 准》 ) for administrative permission submitted by Jidong Cement and considered that the application materials were complete and had complied with the statutory form, and thus decided to accept the application for administrative permission. For details, please refer to the “Announcement on Progress of the Matters in relation to the Subscription of Shares Issued by Tangshan Jidong Cement Co., Ltd. with the Company’s Relevant Assets of Cement and Other Businesses by BBMG Corporation” (《北京金隅股份有限公司關於公司以水泥等業務相關資 產認購唐山冀東水泥股份有限公司發行股份相關事宜的公告》 ) published on China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and the website of Shanghai Stock Exchange (www.sse.com.cn) by the Company on 4 August 2016 (Announcement No.: Lin 2016-060).

On 3 August 2016, the Company received the approval letter for the Transaction from the Stock Exchange, which agreed the Company to conduct this Transaction. For details, please refer to the “Announcement on Progress of the Matters in relation to the Subscription of Shares Issued by Tangshan Jidong Cement Co., Ltd. with the Company’s Relevant Assets of Cement and Other Businesses by BBMG Corporation” (《北京金隅股份有限公司關於公司以水泥等業務相關資

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產認購唐山冀東水泥股份有限公司發行股份相關事宜的公告》 ) published on China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and the website of Shanghai Stock Exchange (www.sse.com.cn) by the Company on 5 August 2016 (Announcement No.: Lin 2016-061).

On 10 August 2016, the Company received a notice from its controlling shareholder, BBMG Group Company Limited* informing that Beijing SASAC has issued the “State-owned Assets Supervision and Administration Commission of the People’s Government of Beijing Municipality’s Approval on the Asset Restructuring Conducted by BBMG Corporation and Tangshan Jidong Cement Co., Ltd.” (Jing Guo Zi Chan Quan [2016] No. 131) (《北京市人民政 府國有資産監督管理委員會關於北京金隅股份有限公司與唐山冀東水泥股份有限公司進行 資産重組的批復》（京國資産權[2016]131號), pursuant to which the proposal regarding the subscription of A Shares issued by Jidong Cement under non-pubic issuance by the Company with the relevant assets of the cement and other businesses was agreed in principle. Based on the share price under the share issuance and asset purchase of Jidong Cement of RMB9.31 per share, upon completion of the issuance, BBMG (SS) shall hold 1,391,299,488 shares in Jidong Cement. The approval shall remain effective within 12 months from the date of issue. For details, please refer to the “Announcement on Progress of the Matters in relation to the Subscription of Shares Issued by Tangshan Jidong Cement Co., Ltd. with the Company’s Relevant Assets of Cement and Other Businesses by BBMG Corporation” (《北京金隅股份有限公司關於公司以水泥等 業務相關資産認購唐山冀東水泥股份有限公司發行股份相關事宜進展公告》) published on China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and the website of Shanghai Stock Exchange (www.sse.com.cn) by the Company on 11 August 2016 (Announcement No.: Lin 2016-065).

On 13 December 2016, the Company received a notice from Jidong Cement informing that since Jidong Cement needed to further ascertain the relevant issues in the “Notice Regarding CSRC’s Second Feedback on the Review of Administrative Permission Items” (No. 161902) (《中國證 監會行政許可項目審查二次反饋意見通知書》（161902號） and update the audited data and application documents of the subject company in the Transaction, it was unable to submit its written reply to the second feedback to the CSRC within the required time limit. Jidong Cement convened the thirtieth meeting of the seventh session of the board of directors on the same day, at which the “Resolution Regarding the Application to the CSRC for Suspension of Review on Material Asset Restructuring” (《關於向中國證監會申請中止重大資産重組審查的議案》) was considered and passed, and an application was made to the CSRC to temporarily suspend the review on the Transaction. For details, please refer to the “Announcement on Progress of the Matters in relation to the Subscription of Shares Issued by Tangshan Jidong Cement Co., Ltd. with the Company’s Relevant Assets of Cement and Other Businesses by BBMG Corporation” (《北京金隅股份有限公司關於公司以水泥等業務相關資産認購唐山冀東水泥股份有限公 司發行股份相關事宜進展公告》) published on China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and the website of Shanghai Stock Exchange (www.sse.com.cn) by the Company on 14 December 2016 (Announcement No.: Lin 2016-103).

On 22 December 2016, the Company received a notice from Jidong Cement informing that Jidong Cement had received the “CSRC’s Notice Regarding the Suspension of Review for

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Administrative Permission Application” (No. 161902) (《中國證監會行政許可申請中止審查 通知書》（161902 號）), pursuant to which the CSRC has agreed with Jidong Cement’s application for suspension of review regarding the approval of the share issuance and asset purchase. For details, please refer to the “Announcement on Progress of the Matters in relation to the Subscription of Shares Issued by Tangshan Jidong Cement Co., Ltd. with the Company’s Relevant Assets of Cement and Other Businesses by BBMG Corporation” (《北京金隅股份有 限公司關於公司以水泥等業務相關資産認購唐山冀東水泥股份有限公司發行股份相關事宜 進展公告》) published on China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and the website of Shanghai Stock Exchange (www.sse.com.cn) by the Company on 23 December 2016 (Announcement No.: Lin 2016-107).

On 20 November 2017, in light of the changes of the internal and external environment, in order to resolve the issues arising from the industry competition with Jidong Cement as soon as possible, material adjustments are proposed to be made to the original plan of the Transaction based on the consensus reached upon negotiation by the Company and Jidong Cement. It is estimated that the plan after adjustment will not constitute a material asset restructuring of the Company and will not result in loss of effective control of the Company over Jidong Cement.

The Transaction is still subject to the approval of CSRC.

The Company will continue to strictly comply with the information disclosure obligation in accordance with the requirements of the relevant laws and regulations, and will make announcements on the progress of the relevant matters in a timely manner. The designated media for information disclosure of the Company by way of publishing announcements are China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily, and the website of the Shanghai Stock Exchange (www.sse.com.cn). Investors are advised to pay close attention to the relevant announcements and be cautious of the investment risks involved.

Notice is hereby given.

By order of the Board BBMG Corporation* Jiang Deyi Chairman

Beijing, the PRC, 20 November 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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