BBMG Corporation — Proxy Solicitation & Information Statement 2013

Sep 9, 2013

==> picture [319 x 92] intentionally omitted <==

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2009)

FORM OF PROXY FOR USE AT THE 2013 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON 30 OCTOBER 2013

Number of H shares to which this form or proxy relates [(note][1)]

I/We [(note][2)] of [(note][2)] being the registered holder(s) of [(note][3)] H shares of RMB1.00 each in the share capital of BBMG Corporation* (the “ Company ”), HEREBY APPOINT [(note][4)] of or failing him, the Chairman of the Meeting as my/our proxy to attend and act for me/us at the 2013 First Extraordinary General Meeting (the “ Meeting ”) of the Company to be held at Conference Room 6, 22nd Floor, Tower D, Global Trade Centre, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013, the People’s Republic of China at 2:30p.m. on Wednesday, 30 October 2013 (or at any adjournment thereof) for the purpose of considering, and if thought fit, passing the resolutions set out in the notice convening the Meeting and to vote for me/us at the Meeting (or at any adjournment thereof) in respect of the resolutions as hereunder indicated; or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Meeting and/or at any adjournment thereof.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (note 5)	AGAINST (note 5)	ABSTAIN (note 5)
	1.	To consider and, if thought fit, to approve the compliance andsatisfaction by the Company of the requirements of the non-public issue and placing of A shares of the Company (the“Proposed Placing”).
	2.	To consider and, if thought fit, to approve the conditionalsubscription agreement dated 5 September 2013 entered betweenthe Company and 北京金隅集團有限責任公司(BBMG GroupCompanyLimited*) (the“Parent”) inrelation tothesubscription of 448,028,673 A shares by the Parent, and thetransactions contemplated thereunder, details of which will beset out in the circular of the Company dated on or around 26September 2013.
	3.	To consider and, if thought fit, to approve the conditionalsubscription agreement dated 5 September 2013 entered betweentheCompanyand北京京國發股權投資基金(有限合夥)(BeijingJingguofaEquityInvestmentFund(LimitedPartnership)*) (the “Fund”) in relation to the subscription of52,874,551 A shares by the Fund, and the transactionscontemplated thereunder, details of which will be set out inthe circular of the Company dated on or around 26 September2013.
	4.	To consider and, if thought fit, to approve the feasibility studyreport on use of proceeds from the Proposed Placing, details ofwhich will be set out in the circular of the Company dated on oraround 26 September 2013.
	5.	To consider and, if thought fit, to approve the proposal inrelation to the usage report on previous proceeds of theCompany, details of which will be set out in the circular ofthe Company dated on or around 26 September 2013.
	6.	To consider and, if thought fit, to approve the proposal inrelation to the plan on shareholders’ return for the three yearsending 31 December 2015, details of which will be set out in thecircular of the Company dated on or around 26 September 2013.

* for identification purpose only

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (note 5)	AGAINST (note 5)	ABSTAIN (note 5)
	7.	To consider and, if thought fit, to approve the proposal inrelation to the granting of a waiver to the Parent and its concertparties from the obligation to make a general offer under therelevant PRC laws and regulations.
	8.	To consider and, if thought fit, to approve the proposal inrelation to the granting of the whitewash waiver pursuant toNote 1 on dispensations from Rule 26 of the Hong Kong Codeon Takeovers and Mergers to the Parent, the Fund and partiesacting in concert with any of them from the obligation to make ageneral offer.
	SPECIAL RESOLUTIONS		FOR (note 5)	AGAINST (note 5)	ABSTAIN (note 5)
	9.	To consider and, if thought fit, to approve the Proposed Placingwithin the People’s Republic of China.
	9.1	Class and par value of shares to be issued
	9.2	Method and time of the proposed issue of A shares
	9.3	Number of shares to be issued
	9.4	Subscription price and pricing principles
	9.5	Target subscribers and subscription method
	9.6	Lock-up period
	9.7	Application for listing of the A shares to be issued
	9.8	Use of proceeds
	9.9	Undistributed profit
	9.10	Effectiveness of the resolution approving the Proposed Placing
	10.	To consider and, if thought fit, to approve the proposal inrelation to the plan of the Proposed Placing of the Company,details of which will be set out in the circular of the Companydated on or around 26 September 2013.
	11.	To consider and, if thought fit, to approve the authorisation tothe board of directors of the Company to handle relevant mattersin connection with the Proposed Placing.

Signature(s) [(note][6)] :

Date: 2013

Notes:

1. Please insert the number of shares of the Company registered in your name(s) to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, the form of proxy will be deemed to relate to all shares of the Company registered in your name(s).

2. Please insert full name(s) (in Chinese and in English) and address(es) (as shown in the register of members) in BLOCK CAPITALS.

3. Please insert the number of shares of the Company registered in your name(s).

4. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

5. Important: If you wish to vote for any resolution, please tick (“�”) the relevant box marked “ FOR ”. If you wish to vote against any resolution, please tick (“�”) the relevant box marked “ AGAINST ”. If you wish to abstain from voting on any resolution, please tick (“�”) the relevant box marked “ ABSTAIN ”. Any shares voted as “abstain” or waiver to vote will be counted in the calculation of the required majority. Failure to tick any voting box of a resolution will entitle your proxy to cast your vote at his discretion in respect of that resolution. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation or institution, either under the common seal or under the hand of any director or attorney duly authorised in writing.

7. Any Shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

8. To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such authority, must be deposited at the office of the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for holders of H shares as soon as possible and in any event not less than 24 hours before the time for holding of the Meeting or appointed time for voting or any adjournment thereof.

9. In the case of joint holding, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto; but if more than one such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of member in respect of the joint holding.

10. Any alternation made to this form of proxy must be initialed by the person(s) who sign(s) it.

11. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you wish.

12. Shareholders or their proxies attending the Meeting shall produce their identity documents.