BBMG Corporation — M&A Activity 2021

Nov 3, 2021

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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 THE PROGRESS OF TANGSHAN JIDONG CEMENT CO., LTD.’S MERGER OF BBMG JIDONG CEMENT (TANGSHAN) CO., LTD. AND OTHER RELATED MATTERS

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.

At the 32nd Meeting of the Fifth Session of the Board of Directors of BBMG Corporation (hereinafter referred to as the “ Company ” and “ BBMG Corporation ”) on 31 March 2021, the Resolution on Matters Related to the Merger of BBMG Jidong Cement (Tangshan) Co., Ltd. by Tangshan Jidong Cement Co., Ltd., which agrees with the subscription of the newly issued shares of Tangshan Jidong Cement Co., Ltd. (hereinafter referred to as “ Jidong Cement ”) with 47.09% of equity interests of BBMG Jidong Cement (Tangshan) Co., Ltd. (hereinafter referred to as the “ Joint Venture ” or the “ Target Company ”) held by Company, and Jidong Cement will perform the merger of the Joint Venture (hereinafter referred to as the “ Transaction ” or the “ Merger ”). In addition, in the Merger, the Company or any third party designated by the Company will act as the provider of cash option and cash-settled consideration to the dissenting shareholders of Jidong Cement who have validly declared the exercise of the cash option to acquire the corresponding shares of Jidong Cement. On the same day, the Company signed the conditional Merger Agreement with Jidong Cement and the Joint Venture. For details, please refer to the relevant announcement of the Company disclosed on China Securities Journal,

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Shanghai Securities Journal, Securities Times, Securities Daily and at the website of Shanghai Stock Exchange (www.sse.com.cn) on 1 April 2021.

On 25 June 2021, the 2nd Meeting of the Sixth Session of the Board of Directors of the Company considered and approved the Resolution on Matters Related to Tangshan Jidong Cement Co., Ltd.'s Merger of BBMG Jidong Cement (Tangshan) Co., Ltd. the Resolution on Matters in Performance Compensation for Tangshan Jidong Cement Co., Ltd.'s Merger of BBMG Jidong Cement (Tangshan) Co., Ltd., and the Resolution on Confirming the audit reports and appraisal reports involved in Tangshan Jidong Cement Co., Ltd.'s Merger of BBMG Jidong Cement (Tangshan) Co., Ltd., which agree with the specific program of the Merger, performance compensation, confirmation of relevant audit and appraisal reports and other related matters. On the same day, the Company signed the Supplemental Agreement to the Merger Agreement with Jidong Cement and the Joint Venture, and the Performance Compensation Agreement with Jidong Cement. For details, please refer to the Company’s relevant announcement on 26 June 2021 on China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily, and the website of the Shanghai Stock Exchange (www.sse.com.cn).

On 3 November 2021, Jidong Cement received the “Approval of Tangshan Jidong Cement Co., Ltd.’s Issuance of Shares to BBMG Corporation for the Merger Along with Raising Matching Funds” (《關於核准唐山冀東水泥股份有限公司向北京金隅集團股份有限公司發行股份吸 收合併並募集配套資金的批復 》 ) (Zhengjian Approval [2021] No. 3461) ( 證監許可 [2021]3461 號), issued by China Securities Regulatory Commission (hereinafter referred to as “ CSRC ”). The details of the approval are as follows:

1. Approval of Jidong Cement's issuance of 1,065,988,043 shares to absorb and merge BBMG Jidong Cement (Tangshan) Co., Ltd.

2. Approval of Jidong Cement to issue shares to raise matching funds not exceeding RMB2 billion.

3. Jidong Cement’s Merger and matching funds shall strictly follow the proposal and relevant application documents submitted to CSRC.

4. Jidong Cement shall perform its information disclosure obligations in a timely manner in accordance with relevant regulations.

5. Jidong Cement shall go through the relevant procedures for the issuance of shares in accordance with relevant regulations.

6. This approval is valid for 12 months from the date of issuance.

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1. During Jidong Cement’s implementation process, if there are major issues or problems required to be disclosed by laws and regulations, Jidong Cement shall promptly report to CSRC.

For details of the approval by CSRC on Jidong Cement’s merger and acquisition of BBMG Jidong Cement (Tangshan) Co., Ltd., please refer to Jidong Cement’s relevant announcement on the website of CNINFO (www.cninfo.com.cn) on 4 November 2021.

It is hereby announced the above.

By order of the Board BBMG Corporation Zeng Jin* Chairman

Beijing, the PRC, 3 November 2021

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

• English translation denotes for identification purposes only

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