BBMG Corporation — Capital/Financing Update 2018

Mar 28, 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)

APPROVAL OF THE PROPOSED SPIN-OFF

Reference is made to: (i) the announcements of the Company dated 31 May 2016, 29 June 2016, 6 July 2016 and 4 August 2016 and the circular of the Company dated 29 July 2016 relating to, among other things, the Equity Restructuring and Asset Restructuring of Jidong Development and Jidong Cement; and (ii) the announcements of the Company dated 28 December 2017 and 7 February 2018 (the “ Announcements ”) relating to, among other things, the termination of the Asset Restructuring, the establishment of the JV Company, the New Restructuring and the Equity Transfer (the “ Adjusted Proposal ”). Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as defined in the Announcements.

PROPOSED SPIN-OFF

As disclosed in the Announcements, on 11 October 2016, the Company completed the Equity Restructuring, but due to change of internal and external circumstances, the approval of the CSRC of the Asset Restructuring is not expected to be obtained. Therefore, the Company and Jidong Cement entered into (i) the Termination Agreement to terminate the Asset Restructuring on 28 December 2017; (ii) the Framework Agreement on 28 December 2017 and the Joint Venture Agreement on 7 February 2018 for the establishment of the JV Company; and (iii) the NonCompetition Agreement and the New Entrustment Agreement on 28 December 2017 for the entrustment and the further injection of the Entrusted Companies into the JV Company.

Since the Adjusted Proposal, if materialized, will result in the disposal of the equity interests in the 10 Injected Companies held by the Company and the Entrusted Companies (all of which are subsidiaries of the Company) to Jidong Cement, which is a company listed on the Shenzhen Stock Exchange and a non-wholly owned subsidiary of the Company, the Adjusted Proposal constitutes a spin-off under Practice Note 15 of the Listing Rules.

The Board is pleased to announce that on 28 March 2018, the Stock Exchange has confirmed that the Company may proceed with the Adjusted Proposal.

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ASSURED ENTITLEMENT

As disclosed in the announcement of the Company dated 4 August 2016, the Company has applied for, and the Stock Exchange has granted to the Company on 3 August 2016, a waiver from strict compliance with paragraph 3(f) of Practice Note 15 (the “ Waiver ”). The Waiver remains valid in respect of the Adjusted Proposal.

The Directors are of the view that the Adjusted Proposal and the Waiver are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

The Adjusted Proposal remains subject to, among other things, various regulatory approvals and shareholders’ approval of the Company, and may or may not proceed. Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the securities of the Company.

By order of the Board BBMG Corporation Jiang Deyi* Chairman

Beijing, the PRC, 28 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.

• for identification purposes only

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