BBMG Corporation — Capital/Financing Update 2018

Apr 2, 2018

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 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)

OVERSEAS REGULATORY ANNOUNCEMENT ANNOUNCEMENT ON PROGRESS OF THE MATTERS IN RELATION TO THE INJECTION OF THE RELEVANT ASSETS OF THE CEMENT AND OTHER BUSINESSES OF THE COMPANY INTO TANGSHAN JIDONG CEMENT CO., LTD.

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

On 28 December 2017, the twenty-fifth meeting of the fourth session of the board of Directors of BBMG Corporation* (hereinafter referred to as the “ Company ” or “ BBMG Corporation ”) considered and approved the “Resolution on the Signing of Relevant Termination Agreements by the Company and the Relevant Counterparties (《關於公司與相關交易對方簽署終止相關協 議的議案》) ” and the “Resolution on the Matters in relation to the Injection of the Relevant Assets of the Cement and Other Businesses by the Company into Tangshan Jidong Cement Co., Ltd. (《關於公司將水泥等業務相關資產注入唐山冀東水泥股份有限公司相關事宜的議 案》) ”. It is agreed that Tangshan Jidong Cement Co., Ltd. (hereinafter referred to as “ Jidong Cement ”) shall make adjustment to the restructuring plan of “Subscription of Shares Issued by Jidong Cement with the Relevant Assets of the Cement and Other Businesses”, which shall be changed into “the formation of a joint venture by converting part of the Company’s equity interests in cement enterprises into capital contribution, and converting part of Jidong Cement’s equity interests in cement enterprises and assets into capital contribution” (the “ Transaction ”). On the same date, the Company signed the “Share Issuance and Asset Purchase Agreement”,

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“Profit Compensation Agreement”, “Supplemental Agreement to the Profit Compensation Agreement”, “Equity Entrustment Agreement ” and other relevant agreements with Jidong Cement, and entered into the “Framework Agreement in Relation to the Establishment of BBMG Jidong Cement (Tangshan) Co., Ltd. (《關於設立金隅冀東水泥（唐山）有限責任公司的框 架協議》) ”, “Equity Entrustment Agreement” and “Non-Competition Agreement”. For details, please refer to the relevant announcement 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 29 December 2017.

On 7 February 2018, the twenty-sixth meeting of the fourth session of the board of Directors of the Company considered and approved the “Resolution on the Matters in Relation to the Injection of the Relevant Assets of the Cement and Other Businesses by the Company into Tangshan Jidong Cement Co. Ltd. (《關於公司將水泥等業務相關資産注入唐山冀東水泥股 份有限公司相關事宜的議案》) ” and the “Resolution on the Profit Compensation Matters in Relation to the Injection of the Relevant Assets of the Cement and Other Businesses by the Company into Tangshan Jidong Cement Co. Ltd. (《關於公司將水泥等業務相關資産注入唐 山冀東水泥股份有限公司的業績補償事宜的議案) ”. It is agreed that the Company shall convert part of its equity interests in cement enterprises, and Jidong Cement shall convert part of its equity interests and assets in cement enterprises into capital contribution for the establishment of BBMG Jidong Cement (Tangshan) Co., Ltd.* (金隅冀東水泥（唐山）有限責任公司) (hereinafter referred to as the “Joint Venture”) and the Joint Venture shall be controlled by Jidong Cement. On the same date, the Company signed the “Joint Venture Contract in Relation to the Establishment of BBMG Jidong Cement (Tangshan) Co., Ltd. with Joint Capital Contributions (關於共同出資組建金隅冀東水泥（唐山）有限責任公司之合資合同) ” and other relevant transaction agreements. Pursuant to the assets valuation results in relation to the assets contributed by both parties in this transaction, the above resolutions and agreements has confirmed the amount of the assets contributed by both parties and stated that the valuation results in relation to the assets contributed by both parties in the Transaction is still subject the approval by the State-owned Assets Supervision and Administration Commission of People’s Government of Beijing Municipality (hereinafter referred to as the “ Beijing SASAC ”) and the final amount of contributions by both parties shall be subject to the valuation results approved by the Beijing SASAC. For details, please refer to the relevant announcement 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 8 February 2018.

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On 26 February 2018, Beijing SASAC approved the valuation results of the assets contributed by the Company and Jidong Cement in relation to the establishment of Joint Venture and issued the “Reply of the State-owned Assets Supervision and Administration Commission of People’s Government of Beijing Municipality to the Approval for the Asset Valuation Project in Relation to the Joint Establishment of Joint Venture with Tangshan Jidong Cement Co., Ltd. by BBMG Corporation by Way of Converting Part of its Equity Interests in Relevant Cement Enterprises into Capital Contribution (Jing Guo Zi Chan Quan [2018] No. 27) ” (《北京市人民政府國有資 産監督管理委員會關於對北京金隅集團股份有限公司以水泥相關股權出資與唐山冀東水泥 股份有限公司共同設立合資公司資産評估項目予以核准的批復》（京國資産權【2018】27 號）) and “Reply of the State-owned Assets Supervision and Administration Commission of People’s Government of Beijing Municipality to the Approval for the Asset Valuation Project in Relation to the Joint Establishment of Joint Venture with BBMG Corporation by Tangshan Jidong Cement Co., Ltd. by Way of Converting Part of its Equity Interests in Cement Enterprises and Relevant Assets into Capital Contribution (Jing Guo Zi Chan Quan [2018] No. 28) ” (《北 京市人民政府國有資産監督管理委員會關於對唐山冀東水泥股份有限公司以部分水泥企業 和相關資産出資與北京金隅集團股份有限公司共同設立合資公司資産評估項目予以核准的 批復》（京國資産權【2018】28號）). The above asset valuation results as approved by Beijing SASAC was in line with the asset valuation results as set out in the relevant resolution considered and passed by the 26th meeting of the fourth session of the board of Directors of the Company and the relevant agreement signed by the Company. For details, please refer to the relevant announcement 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 27 February 2018.

On 28 February 2018, Jidong Cement convened the 2018 first extraordinary meeting, at which the resolutions in relation to this transaction, including the “Resolution on the Proposal on Significant Asset Restructuring in Relation to the Establishment of Joint Venture by Tangshan Jidong Cement Co., Ltd. by Way of Capital Contribution as well as Connected Transactions (《關於唐山冀東水泥股份有限公司出資組建合資公司重大資產重組暨關聯交易方案的議 案》 ) ” were considered and passed, all of which approved the implementation of this transaction.

On 28 March 2018, the Company received the approval from The Stock Exchange of Hong Kong Limited for the Transaction agreeing the implementation of the Transaction.

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It has come to the attention of the Company that on 30 March 2018, Jidong Cement received from China Securities Regulatory Commission the Notice of Administrative Approval for Application Acceptance (Acceptance number:180256) (《中國證監會行政許可申請受理 單》（受理號：180256）). China Securities Regulatory Commission is of the opinion that the materials submitted for the material assets restructuring administrative approval application are complete and thus decided to accept the administrative approval application.

The Transaction is still subject to the following approval procedures: the examination on concentration of business operators conducted by the Ministry of Commerce; the approval by China Securities Regulatory Commission, etc. The Transaction may only be implemented upon satisfaction of all the above conditions. 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.

By order of the Board BBMG Corporation Jiang Deyi* Chairman

Beijing, the PRC, 30 March 2018

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 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.

• English translation denotes for identification purposes only

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