BBMG Corporation — Proxy Solicitation & Information Statement 2015

Oct 29, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or other professional adviser.

If you have sold or transferred all your shares in the Company, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2009)

(1) PROPOSED ELECTION OF DIRECTORS AND SUPERVISORS FOR THE FORTHCOMING SESSION

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

(3) PROPOSED PUBLIC ISSUE OF CORPORATE BONDS IN THE PRC

The notice convening the 2015 Second Extraordinary General Meeting of the Company to be held at Conference Room 6, 22nd Floor, Tower D, Global Trade Center, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013, the People’s Republic of China on Friday, 27 November 2015 at 2:30 p.m. and the form of proxy were despatched to the Shareholders of the Company on 13 October 2015.

Whether or not you intend to attend the 2015 Second Extraordinary General Meeting, please complete the form of proxy in accordance with the instructions printed thereon and return them to the office of the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th 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 2015 Second Extraordinary General Meeting or appointed time for voting. Completion and return of a valid form of proxy will not preclude you from attending and voting at the 2015 Second Extraordinary General Meeting should you so wish.

30 October 2015

* for identification purpose only

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Election of Supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . .	5
5.	Proposed Public Issue of Corporate Bonds in the PRC . . . . . . . . . . . . . . . . . . . .	5
6.	2015 Second Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Poll at General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
8.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I – PARTICULARS OF DIRECTORS AND
	SUPERVISORS PROPOSED FOR ELECTION . . . . . . . . . . . . . . . . . .	10
APPENDIX II – PARTICULARS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . . . . . . . . .	21

• i -

DEFINITIONS

In this circular, the following expressions shall have the following meanings, unless the context otherwise requires:

• “2015 Second Extraordinary the extraordinary general meeting of the Company to be convened General Meeting” at Conference Room 6, 22nd Floor, Tower D, Global Trade Center, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013, the People’s Republic of China on Friday, 27 November 2015 at 2:30 p.m.

• “A Shares” domestic shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each and which are listed on the Shanghai Stock Exchange

• “Articles of Association” the articles of association of the Company as amended from time to time

• “Board” the board of directors of the Company

• “Company” 北京金隅股份有限公司 (BBMG Corporation*), a joint stock company established under the laws of the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 02009) and the A Shares of which are listed on the Shanghai Stock Exchange (Stock Code: 601992)

• “Corporate Bonds” the proposed public issue of corporate bonds with an aggregate principal of not more than RMB5.0 billion by the Company in the PRC

• “Directors” the directors of the Company

• “Group” the Company together with its subsidiaries

• “H Shares” overseas listed foreign shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each and which are listed on the Main Board of the Stock Exchange

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date” 26 October 2015, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

* for identification purpose only

• 1 -

DEFINITIONS

“Parent”	北京金隅集團有限責任公司(BBMG Group Company Limited*), a
	limited liability company established under the laws of the PRC on
	6 December 1996, an indirect wholly-owned subsidiary of the
	State-owned Assets Supervision and Administration Commission of
	the People’s Government of Beijing Municipality and the
	controlling shareholder of the Company
“PRC”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Share(s)”	ordinary share(s) in the capital of the Company with a nominal
	value of RMB1.00 each, comprising A Shares and H Shares
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supervisors”	the supervisors of the Company
“Supervisory Board”	the supervisory board of the Company
“%”	per cent

• 2 -

LETTER FROM THE BOARD

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(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2009)

Executive Directors: Jiang Deyi Shi Xijun Zhang Jianli Zang Feng Wang Shizhong

Non-executive Director: Yu Kaijun

Independent non-executive Directors:

Zhang Chengfu Xu Yongmo Yip Wai Ming Wang Guangjin

Headquarters:

Tower D, Global Trade Center No. 36, North Third Ring East Road Dongcheng District, Beijing 100013 the PRC

Registered office and principal place of Business in the PRC: Tower D, Global Trade Center No. 36, North Third Ring East Road Dongcheng District, Beijing 100013 The PRC

Principal place of business in Hong Kong: Room 405, Kai Wong Commercial Building 222 Queen’s Road Central, Hong Kong

30 October 2015

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED ELECTION OF DIRECTORS AND SUPERVISORS FOR THE FORTHCOMING SESSION

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

(3) PROPOSED PUBLIC ISSUE OF CORPORATE BONDS IN THE PRC

1. INTRODUCTION

Reference is made to the announcement of the Company dated 12 October 2015 and the notice of 2015 Extraordinary General Meeting dated 13 October 2015 in relation to the election of the Directors and the Supervisors for the fourth session of the Board and the fourth session of the Supervisory Board, the proposed amendments to the Articles of Association and the proposed public issue of Corporate Bonds in the PRC.

• for identification purpose only

• 3 -

LETTER FROM THE BOARD

The purposes of this circular are to provide you with information regarding the relevant details of the Directors and the Supervisors nominated for election or re-election at the 2015 Second Extraordinary General Meeting, the details of the proposed amendments to the Articles of Association and the proposed public issue of Corporate Bonds in the PRC.

2. ELECTION OF DIRECTORS

The Board currently consists of ten Directors, namely Mr. Jiang Deyi, Mr. Shi Xijun, Mr. Zhang Jianli, Mr. Zang Feng and Mr. Wang Shizhong as executive Directors, Mr. Yu Kaijun as non-executive Director and Mr. Zhang Chengfu, Mr. Xu Yongmo, Mr. Yip Wai Ming and Mr. Wang Guangjin as independent non-executive Directors.

According to Article 131 of the Articles of Association, the term of office of each of the Directors is three years, and upon expiry of such term, the Directors being eligible, may offer themselves for re-election. Pursuant to the relevant requirements of the Articles of Association, the China Securities Regulatory Commission and the Shanghai Stock Exchange, the term of appointment of independent non-executive Directors shall be subject to a maximum of six years.

The term of the current third session of the Board has expired on 27 May 2015 and all incumbent Directors shall retire from offices. All the Directors (save for Mr. Zhang Chengfu, Mr. Xu Yongmo and Mr. Yip Wai Ming who have been the independent non-executive directors of the Company for more than six years) shall be eligible for re-election at the forthcoming 2015 Second Extraordinary General Meeting. Mr. Jiang Deyi, Mr. Shi Xijun, Mr. Zhang Jianli, Mr. Wang Shizhong and Mr. Wang Guangjin, who are eligible for re-election have offered themselves for re-election at the 2015 Second Extraordinary General Meeting. Mr. Yu Kaijun, Mr. Zhang Chengfu, Mr. Xu Yongmo and Mr. Yip Wai Ming will not offer himself for reelection at the 2015 Second Extraordinary General Meeting. Mr. Zang Feng fulfilled the relevant requirements to be elected democratically by the staff and workers of the Company as a Director and is therefore not subject to election at the 2015 Second Extraordinary General Meeting. Separately, Mr. Wu Dong, Mr. Li Weidong, Mr. Tian Lihui, Mr. Tang Jun and Mr. Ngai Wai Fung have been nominated for election as Directors at the 2015 Second Extraordinary General Meeting.

At the 2015 Second Extraordinary General Meeting, ordinary resolutions will be proposed to elect the Directors proposed to constitute the fourth session of the Board for a period commencing from the conclusion of the 2015 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017 and to authorize the Board to enter into new service contract and/or appointment letter with each of the newly elected Directors.

The biographical details of the candidates proposed to be elected or re-elected as Directors at the 2015 Second Extraordinary General Meeting are set out in Appendix I to this circular.

3. ELECTION OF SUPERVISORS

The Supervisory Board currently consists of six Supervisors, namely Mr. Wang Xiaojun, Ms. Li Bichi and Mr. Qian Xiaoqiang as Supervisors representing the Shareholders and Mr. Zhang Dengfeng, Mr. Zhang Yifeng and Mr. Wang Xin as Supervisors representing the staff and workers of the Company.

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LETTER FROM THE BOARD

According to Article 168 of the Articles of Association, the term of office of each of the Supervisors is three years and the appointment of the chairman of the Supervisory Board requires the approval by twothirds of the members of the Supervisory Board. Each of the Supervisors shall be eligible for re-election upon the end of term by nomination from the Shareholders or by staff and workers of the Company through democratic election, where appropriate.

The term of the current third session of the Supervisory Board has expired on 27 May 2015 and all incumbent Supervisors shall retire from offices. All the Supervisors shall be eligible for re-election at the forthcoming 2015 Second Extraordinary General Meeting. Mr. Wang Xiaojun and Ms. Li Bichi who are eligible for re-election have offered themselves for re-election at the 2015 Second Extraordinary General Meeting. Mr. Qian Xiaoqiang representing the Shareholders will not offer himself for re-election at the 2015 Second Extraordinary General Meeting. Mr. Zhang Dengfeng, Mr. Zhang Yifeng and Mr. Wang Xin fulfilled the relevant requirements to be elected democratically by the staff and workers of the Company as the Supervisors and are therefore not subject to election at the 2015 Second Extraordinary General Meeting. Separately, Mr. Yu Kaijun and Ms. Hu Juan have been nominated for election as Supervisors at the 2015 Second Extraordinary General Meeting.

At the 2015 Second Extraordinary General Meeting, ordinary resolutions will be proposed to elect the Supervisors proposed to constitute the forthcoming fourth session of the Supervisory Board for a period commencing from the conclusion of the 2015 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017 and to authorize the Board to enter into new service contract and/or appointment letter with each of the newly elected Supervisors.

The biographical details of the candidates proposed to be elected or re-elected as Supervisors at the 2015 Second Extraordinary General Meeting are set out in Appendix I to this circular.

4. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

A special resolution will be proposed at the 2015 Second Extraordinary General Meeting to amend the Articles of Association in order to allow for flexibility in the composition and number of directors for the Board and number of supervisors for the Supervisory Board.

The Articles of Association are written in Chinese without an official English version. Therefore any English translation is for reference only. In case of inconsistency, the Chinese version shall prevail.

Particulars of the proposed amendments to the Articles of Association are set out in Appendix II to this circular.

5. PROPOSED PUBLIC ISSUE OF CORPORATE BONDS IN THE PRC

• (A) In order to broaden the financing base, optimize the debt structure and lower the cost of financing to meet operating and capital investment needs, the Board, after careful consideration, proposed to issue the Corporate Bonds in the PRC to raise funds for the Company. According to Article 105 of the Articles of Association, any proposed issue of debentures requires approval of the Shareholders by way of special resolution. Accordingly,

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LETTER FROM THE BOARD

the Board proposed to seek the approval of the Shareholders by way of special resolution at the 2015 Second Extraordinary General Meeting to approve the proposed issue of the Corporate Bonds.

(B) Details of the Corporate Bonds

The principal terms of the issue proposal for the issue of the Corporate Bonds are as follows:

Issuer	:	The Company
Place of issue	:	The PRC
Type of bonds	:	Corporate bonds
Size of issue	:	The aggregate principal amount of the Corporate Bonds will not
		be more than RMB5.0 billion
Face value and	:	The face value and issue price of the Corporate Bonds is
issue price		RMB100
Term of issue and	:	Not more than 7 years with single term and/or mix of multi-
variety		terms
Bonds interest rate	:	The interest rate will be determined with reference the capital
		requirements of the Company and the prevailing market
		conditions at the time of issue and upon negotiations with the
		lead underwriter(s)
Method of issue	:	The method of issue is public offerings to target investors who
and target		are permitted under the relevant laws and regulations
investors
Use of proceeds	:	Including but not limited to the repayment of bank borrowings,
		corporate bonds and/or supplementing working capital
Pre-emptive rights	:	There will be no pre-emptive rights to the Shareholders on the
		issue of Corporate Bonds
Place of listing	:	On completion of the issue of Corporate Bonds, the Company
		will apply for listing of the Corporate Bonds on the Shanghai
		Stock Exchange. The Company may also apply for listing of the
		Corporate Bonds on other exchanges with the approvals from
		regulatory authorities and in compliance with relevant laws and
		regulations

• 6 -

LETTER FROM THE BOARD

• Arrangement of : It is proposed that the Board or persons authorized by the Board guarantee be authorized by the Shareholders at the 2015 Second Extraordinary General Meeting to decide whether or not guarantees shall be provided for this issue of the Corporate Bonds and the manner in which guarantees shall be provided, including but not limited to whether or not guarantees shall be provided, guarantors, the manner in which guarantees shall be provided, consideration and others matters

• Measures for : Where the Company anticipates that it will be unable to repay protection of the principal or interests of the Corporate Bonds as scheduled or repayment unable to repay the principal or interests of the Corporate Bonds when they fall due, it is proposed that the Board be authorized by the Shareholders at the 2015 Second Extraordinary General Meeting to take relevant measures to ensure such repayment in accordance with relevant laws and regulations, including but not limited to the following:

• (1) no profit distribution shall be made to the Shareholders;

• (2) implementation of capital expenditure projects such as significant external investments, mergers and acquisitions shall be suspended;

• (3) payment of salaries and bonuses to the Directors and senior management shall be reduced or suspended; and

• (4) re-designation of key personnel accountable for the issue of the Corporate Bonds shall not be allowed.

• Validity of : The resolution will be valid for 12 months upon approval at the resolution 2015 Second Extraordinary General Meeting

To ensure the proper issue of the Corporate Bonds, it is proposed that a special resolution be passed by the Shareholders generally and unconditionally at the 2015 Second Extraordinary General Meeting to authorize the Board or person(s) authorized by the Board to handle all matters relating to the public issue of the Corporate Bonds, including but not limited to the following:

• (i) To the extent permitted by laws, regulations, relevant requirements of the regulatory authorities and resolutions passed at the general meeting of the Company, to formulate and amend the detailed issue plan in respect of the proposed issue and to revise and adjust the issue terms of the proposed issue based on the actual conditions of the Company and the debt market, including but not limited to all matters relating to the proposed issue such as the size of the issue, the maturity, type and interest rates of the Corporate Bonds and the determination thereof, the timing of the issue, method of the issue (whether or not to issue in tranches, and the size for each tranche), whether any

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LETTER FROM THE BOARD

clauses for buyback and redemption will be incorporated and the details of such clauses, guarantee arrangement, methods and due dates for principal and interest payments, the application of the issue proceeds, rating arrangements, arrangements to guarantee repayment (including but not limited to measures to guarantee repayment under this issue), detailed subscription methods, detailed placement arrangement and the listing of the Corporate Bonds etc;

• (ii) to decide and appoint intermediaries to assist the Company in handling the reporting procedures in respect of this issue of the Corporate Bonds and matters relating to the listing of the Corporate Bonds;

• (iii) to select an entrusted manager for the Corporate Bonds under the proposed issue, execute the agreement for entrusted management of the Corporate Bonds and formulate rules of proceedings for the bondholders’ meeting;

• (iv) to formulate, approve, execute, revise and announce all legal documents regarding the proposed issue, and to make corresponding supplements or adjustments to the reporting documents in accordance with the requirements of the regulatory authorities;

• (v) to proceed with the listing of the Corporate Bonds under the proposed issue after the completion of the issue;

• (vi) in the event of any changes in the policies of the regulatory authorities on the issue of corporate bonds or any changes in the market conditions, to make corresponding adjustments to the relevant matters regarding the proposed issue in accordance with the opinions of the regulatory authorities and to decide whether or not to proceed with the proposed issue in light of the actual situation, save for matters required to be put forth to re-voting at the general meeting under laws, regulations and the Articles of Association; and

• (vii) to handle other matters relating to the proposed issue.

The authority granted to the Board to authorize the chairman of the Board or person(s) to deal with matters relating to the proposed issue will commence from the date on which the resolution is considered and approved at the 2015 Second Extraordinary General Meeting and remain effective until the date of completion of the above matters.

6. 2015 SECOND EXTRAORDINARY GENERAL MEETING

The notice convening the 2015 Second Extraordinary General Meeting of the Company to be held at Conference Room 6, 22nd Floor, Tower D, Global Trade Center, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013, the People’s Republic of China on Friday, 27 November 2015 at 2:30 p.m. was despatched to the shareholders of the Company on 13 October 2015 together with the form of proxy.

• 8 -

LETTER FROM THE BOARD

No Shareholder is required to abstain from voting in respect of any of the resolutions to be proposed at the 2015 Second Extraordinary General Meeting.

Whether or not you intend to attend the 2015 Second Extraordinary General Meeting, please complete the form of proxy in accordance with the instructions printed thereon and return them to the office of the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th 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 2015 Second Extraordinary General Meeting or appointed time for voting. Completion and return of a valid form of proxy will not preclude you from attending and voting at the 2015 Second Extraordinary General Meeting should you so wish.

A reply slip for the purpose of informing the Company whether you will be attending (in person or in proxy) the 2015 Second Extraordinary General Meeting was also despatched to the shareholders of the Company on 13 October 2015 together with the notice convening the 2015 Second Extraordinary General Meeting. Shareholders who intend to attend the 2015 Second Extraordinary General Meeting are requested to complete and send the reply slip to the Company not later than 20 days before the date of the meeting in accordance with Article 66 of the Articles of Association (i.e. no later than 7 November 2015 (Saturday)).

7. POLL AT GENERAL MEETING

In according with the requirement of Rule 13.39(4) of the Listing Rules, all resolutions to be considered, and if thought fit, to be passed at the 2015 Second Extraordinary General Meeting, shall be passed by way of poll except where the chairman of the 2015 Second Extraordinary General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands.

8. RECOMMENDATIONS

The Directors consider that the proposed election of the Directors and the Supervisors, the proposed amendments to the Articles of Association, and the proposed public issue of the Corporate Bonds in the PRC are in the best interests of the Company and its Shareholders as a whole, and therefore recommend the Shareholders to vote in favour of the relevant resolutions set out in the notice of the 2015 Second Extraordinary General Meeting.

By Order of the Board BBMG Corporation* Jiang Deyi Chairman

* for identification purpose only

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PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR ELECTION

APPENDIX I

Biographical details of the candidates proposed to be elected as Directors and Supervisors at the EGM as required under Rule 13.51(2) of the Listing Rules are set out as follows:

DIRECTORS

Executive Directors

Mr. Jiang Deyi

Mr. Jiang Deyi, born in February 1964, is the secretary member of the communist party committee of both the Company and the Parent. He has been an executive Director and the president of the Company since 28 April 2009 and the chairman of the Board since 1 July 2015. He was a deputy general manager of the Company from March 2006 to April 2009. He is primarily responsible for the overall management of the cement, concrete and resorts businesses of the Company and the formulation of development strategies for these business sectors. Mr. Jiang Deyi acted as the deputy chief engineer of the Parent from February 2002 to March 2006. Mr. Jiang has more than 25 years of experience in the cement industry and had served as the general manager of Beijing Liulihe Cement Co., Ltd., and the chairman of Hebei Taihang Cement Co., Ltd. Mr. Jiang Deyi graduated from Beijing University of Science and Technology with a Doctorate in Engineering in June 2009. He is a senior engineer.

Mr. Jiang Deyi will enter into a service contract as an executive director with the Company for a term commencing from the conclusion of the 2015 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017. Under the service contract, Mr. Jiang Deyi’s remuneration will be determined in the annual general meetings held by the Company based on the corporate policy on directors’ remuneration as well as his workload and responsibilities.

Save as disclosed above, Mr. Jiang Deyi did not hold any other directorships in other listed public companies in the past three years and Mr. Jiang Deyi (i) is not related to any Directors, Supervisors, senior management, or substantial or controlling Shareholders of the Company; (ii) has not or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.

Save as disclosed above, there are no other matters concerning Mr. Jiang Deyi that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. Wu Dong

Mr. Wu Dong, born in August 1968, has been the deputy secretary of the communist party committee of both the Company and the Parent since July 2012. He was the assistant to the secretary of the communist party committee of the Company from July 2011 to July 2012. Before joining the Company, Mr. Wu Dong had served in various positions in different entities, including, among others, Beijing Coal Corporation and the Organization Department of Beijing Municipal Communist Party Committee. He obtained a Master of Public Administration degree from Guanghua School of Management, Peking University in August 2005. Mr. Wu Dong is a senior policy analyst（高級政工師）and an economist.

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PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR ELECTION

APPENDIX I

Mr. Wu Dong will enter into a service contract as an executive director with the Company for a term commencing from the conclusion of the 2015 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017. Under the service contract, Mr. Wu Dong’s remuneration will be determined in the annual general meetings held by the Company based on the corporate policy on directors’ remuneration as well as his workload and responsibilities.

Save as disclosed above, Mr. Wu Dong did not hold any other directorships in other listed public companies in the past three years and Mr. Wu Dong (i) is not related to any Directors, Supervisors, senior management, or substantial or controlling Shareholders of the Company; (ii) has not or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.

Save as disclosed above, there are no other matters concerning Mr. Wu Dong that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. Shi Xijun

Mr. Shi Xijun, born in September 1966, is the deputy secretary of the communist party committee and the secretary of discipline inspection committee of both the Company and the Parent. He has been an executive director of the Company since 10 March 2006. He was also the Board secretary from March 2006 to April 2009. He is primarily responsible for the day to day work of the Board and the administration of the Group’s human resources department. Mr. Shi first joined the Parent in August 1995 and, from March 1999 to August 2003, served as a deputy manager and the manager of its production operation department. Mr. Shi Xijun has also served as a director of the organizing department, a member of the communist party standing committee and the secretary of the discipline inspection committee for the Parent since August 2003, July 2005 and September 2008, respectively. Mr. Shi Xijun has accumulated more than 16 years of experience in the building materials industry. Mr. Shi Xijun graduated in 1995 from the China University of Mining and Technology with a master’s degree in engineering. He is a senior economist.

Mr. Shi Xijun will enter into a service contract as an executive director with the Company for a term commencing from the conclusion of the 2015 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017. Under the service contract, Mr. Shi Xijun’s remuneration will be determined in the annual general meetings held by the Company based on the corporate policy on directors’ remuneration as well as his workload and responsibilities.

Save as disclosed above, Mr. Shi Xijun did not hold any other directorships in other listed public companies in the past three years and Mr. Shi Xijun (i) is not related to any Directors, Supervisors, senior management, or substantial or controlling shareholders of the Company; (ii) has not or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.

Save as disclosed above, there are no other matters concerning Mr. Shi Xijun that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR ELECTION

APPENDIX I

Mr. Zhang Jianli

Mr. Zhang Jianli, born in August 1965, has held various important governmental positions in Changping County (now known as Changping District), Beijing, including deputy manager of Shahe Town Industrial Enterprise Corporation of Changping County, deputy secretary of the Communist Party Committee of Machikou Town, Changping County, director-general of Changping District Commission of Urban-Rural Development and secretary of its Working Committee, and member of the Standing Committee and head of Propaganda Department of Changping District Committee, etc.

Mr. Zhang Jianli served as deputy manager and manager of Beijing Dacheng Real Estate Development Corporation from December 2003 to August 2009, respectively. Mr. Zhang Jianli served as the vice chairman of the Labour Union and the deputy general manager of the Parent from August 2009 to November 2009 and from November 2009 to July 2012, respectively. From December 2011 to February 2015, he served as member of the Communist Party Committee of the Xinjiang Hetian Commander Headquarters of the Beijing Counterpart Support and Economic Cooperation Leading Group, member of the Standing Committee of the Communist Party Committee of the Fourteenth Division of the Xinjiang Production and Construction Corps and its deputy division commander. From February 2015, Mr. Zhang Jianli has served as a member of the Standing Committee of the Communist Party Committee of the Parent and the Company. Mr. Zhang Jianli has also served as an executive Director and a deputy general manager of the Company since 12 August 2015 and May 2015, respectively.

Mr. Zhang Jianli obtained his postgraduate degree in national economic management (part-time postgraduate studying programme) from the Beijing Municipal Party School in July 1998, and possesses qualifications as a senior political officer.

Mr. Zhang Jianli will enter into a service contract as an executive director with the Company for a term commencing from the conclusion of the 2015 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017. Under the service contract, Mr. Zhang Jianli’s remuneration will be determined in the annual general meetings held by the Company based on the corporate policy on directors’ remuneration as well as his workload and responsibilities.

Save as disclosed above, Mr. Zhang Jianli did not hold any other directorships in other listed public companies in the past three years and Mr. Wang (i) is not related to any Directors, Supervisors, senior management, or substantial or controlling shareholders of the Company; (ii) has not or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.

Save as disclosed above, there are no other matters concerning Mr. Zhang Jianli that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR ELECTION

APPENDIX I

Mr. Li Weidong

Mr. Li Weidong, born in June 1968, has been a deputy general manager of the Company since July 2012 and has served as the manager of BBMG Property Management Co., Ltd. from February 2008 to July 2012. Mr. Li also served as an assistant to the general manager of the Parent during the same period. He has accumulated more than 20 years of work experience in the cement and property sectors. He had worked for more than 15 years at Beijing Yanshan Cement Factory. He was a manager of Beijing Yanshan Cement Factory from November 2002 to March 2006. He was appointed as chief of the real estate division of the Company and a manager of Tengda Plaza (騰達大廈) in March 2006. He is mainly responsible for the overall business development, planning and management of investment properties of the Group. He graduated from School of Public Administration, Renmin University of China with a master's degree. He is an engineer.

Mr. Li Weidong will enter into a service contract as an executive director with the Company for a term commencing from the conclusion of the 2015 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017. Under the service contract, Mr. Li Weidong’s remuneration will be determined in the annual general meetings held by the Company based on the corporate policy on directors’ remuneration as well as his workload and responsibilities.

Save as disclosed above, Mr. Li Weidong did not hold any other directorships in other listed public companies in the past three years and Mr. Li Weidong (i) is not related to any Directors, Supervisors, senior management, or substantial or controlling shareholders of the Company; (ii) has not or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.

Save as disclosed above, there are no other matters concerning Mr. Li Weidong that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. Wang Shizhong

Mr. Wang Shizhong, born in October 1969, has been a deputy general manager of the Company since October 2009, and had also served as chief of the property development segment of the Company from March 2006 to October 2011. Mr. Wang has more than 17 years of extensive experience in property development, and served as a deputy manager of a property development company of the Parent from November 1996 to February 1999. He was the secretary of the communist party committee and a deputy manager of a property development company of the Parent from February 1999 to March 2006, and was appointed as an assistant to the general manager of the Parent in March 2006. He is mainly responsible for the overall business development and strategic planning for the property operations of the Group. He graduated from Tsinghua University majoring in civil engineering. He is a senior engineer.

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PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR ELECTION

APPENDIX I

Mr. Wang will enter into a service contract as an executive director with the Company for a term commencing from the conclusion of the 2015 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017. Under the service contract, Mr. Wang’s remuneration will be determined in the annual general meetings held by the Company based on the corporate policy on directors’ remuneration as well as his workload and responsibilities.

Save as disclosed above, Mr. Wang did not hold any other directorships in other listed public companies in the past three years and Mr. Wang (i) is not related to any Directors, Supervisors, senior management, or substantial or controlling shareholders of the Company; (ii) has not or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.

Save as disclosed above, there are no other matters concerning Mr. Wang that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Independent non-executive Directors

Mr. Wang Guangjin

Mr. Wang Guangjin, born in April 1960, has been an independent non-executive director of the Company since 22 May 2014. Mr. Wang Guangjin holds a Master of Law degree and is a professor and supervisor for master’s students in civil and commercial law and MBA. Mr. Wang Guangjin is currently the party secretary cum associate dean of Civil, Commercial and Economic Law School of China University of Political Science and Law. Mr. Wang Guangjin is concurrently the arbitrator of Zibo Arbitration Commission. Mr. Wang has been a member of Expert Advisory Committee of Changping District People’s Court, Beijing, arbitrator of Shenzhen Arbitration Commission, arbitrator of Nantong Arbitration Commission, and an independent director of Jiangsu Hecheng Display Technology Co., Ltd.

Mr. Wang Guangjin will enter into an appointment letter as an independent non-executive director with the Company for a term commencing from the conclusion of the 2015 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2014. Under the appointment letter, Mr. Wang Guangjin’s remuneration will be RMB150,000 per year (to be approved in the 2015 Second Extraordinary General Meeting) based on the corporate policy on directors’ remuneration as well as his workload and responsibilities.

Save as disclosed above, Mr. Wang Guangjin did not hold any other directorships in other listed public companies in the past three years and Mr. Wang Guangjin (i) is not related to any Directors, Supervisors, senior management, or substantial or controlling shareholders of the Company; (ii) has not or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.

Save as disclosed above, there are no other matters concerning Mr. Wang Guangjin that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR ELECTION

APPENDIX I

Mr. Tian Lihui

Mr. Tian Lihui, born in November 1973, holds doctor’s degrees in Finance and Economy and is also a post-doctoral majoring in Economy. Mr. Tian is a professor and doctoral tutor in Finance as well as a PRC lawyer. He is the person-in-charge of Financial Development Research Institute of Nankai University and the chief expert on major issues of financial risk of the Ministry of Education of PRC.

Mr. Tian Lihui was a visiting professor in the University of Michigan and National University of Singapore, he was also a chair professor in Xiamen University. He is a member of The American Academy of Financial Management and an independent director of Rongtong Fund Management Co., Ltd.

Mr. Tian Lihui will enter into an appointment letter as an independent non-executive director with the Company for a term commencing from the conclusion of the 2015 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017. Under the appointment letter, Mr. Tian Lihui’s remuneration will be RMB150,000 per year (to be approved in the 2015 Second Extraordinary General Meeting) based on the corporate policy on directors’ remuneration as well as his workload and responsibilities.

Save as disclosed above, Mr. Tian Lihui did not hold any other directorships in other listed public companies in the past three years and Mr. Tian Lihui (i) is not related to any Directors, Supervisors, senior management, or substantial or controlling shareholders of the Company; (ii) has not or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.

Save as disclosed above, there are no other matters concerning Mr. Tian Lihui that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. Tang Jun

Mr. Tang Jun, born in March 1978, is the director of the Crisis Management Research Center of Renmin University of China. He is also the deputy director and a researcher of the Government Management and Reform Research Center of Renmin University of China.

Mr. Tang Jun had served in various positions in different social organizations, including, among others, the deputy director of the Urban Safety Research Center of People’s Public Security University of China, a researcher of the Public Management Research Center of Chinese Public Administration Society, a visiting professor of the Training Center of National Development and Reform Commission and a consultant of www.cpd.com.cn (中國警察網). Mr. Tang Jun holds a Doctor of Management degree.

Mr. Tang Jun will enter into an appointment letter as an independent non-executive director with the Company for a term commencing from the conclusion of the 2015 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2014. Under the

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APPENDIX I PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR ELECTION

appointment letter, Mr. Tang Jun’s remuneration will be RMB150,000 per year (to be approved in the 2015 Second Extraordinary General Meeting) based on the corporate policy on directors’ remuneration as well as his workload and responsibilities.

Save as disclosed above, Mr. Tang Jun did not hold any other directorships in other listed public companies in the past three years and Mr. Tang Jun (i) is not related to any Directors, Supervisors, senior management, or substantial or controlling shareholders of the Company; (ii) has not or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.

Save as disclosed above, there are no other matters concerning Mr. Tang Jun that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. Ngai Wai Fung

Mr. Ngai Wai Fung, born in 1962, currently holds directorships in a number of companies listed on the Stock Exchange and other securities markets:

Company name	Securities market	Stock code	Position held	Appointment date
Bosideng International Holdings	Stock Exchange	3998	Independent non-	September 2007
Limited			executive director
Powerlong Real Estate International	Stock Exchange	1238	Independent non-	June 2008
Holdings Company Limited			executive director
Bawang International (Group) Holding	Stock Exchange	1338	Independent non-	December 2008
Limited			executive director
Biostime International Holdings	Stock Exchange	1112	Independent non-	July 2010
Limited			executive director
Sany Heavy Equipment International	Stock Exchange	631	Independent non-	November 2009
Holdings Company Limited			executive director
SITC International Holdings Company	Stock Exchange	1308	Independent non-	September 2010
Limited			executive director
China Coal Energy Company Limited	Stock Exchange	1898	Independent non-	December 2010
			executive director
LDK Solar Co., Ltd.	New York Stock	LDK	Independent non-	July 2011
	Exchange		executive director
Juda International Holdings Limited	Stock Exchange	1329	Independent non-	December 2013
			executive director
China Railway Group Limited	Stock Exchange	390	Independent non-	June 2014
			executive director
Yangtze Optical Fibre and Cable Joint	Stock Exchange	6869	Independent non-	September 2014
Stock Limited Company			executive director

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PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR ELECTION

APPENDIX I

Mr. Ngai Wai Fung has over 20 years of experience in accounting and finance as well as in corporate governance. He has been the managing director of MNCOR Consulting Limited and the chief executive officer of SW Corporate Services Group Limited since September 2010 and January 2011, respectively. In addition, he has been the president of The Hong Kong Institute of Chartered Secretaries since December 2014. He has been the Adjunct Professor of Law of Hong Kong Shue Yan University since September 2012. He has also been a member of work group on professional service under the Economic Development Commission appointed by the Chief Executive of The Hong Kong Special Administrative Region since January 2013, a member of qualification and examination board of the Hong Kong Institute of the Certified Public Accountants since January 2013 and a member of the general committee of The Chamber of Hong Kong Listed Companies since June 2014.

Mr. Ngai Wai Fung will enter into an appointment letter as an independent non-executive director with the Company for a term commencing from the conclusion of the 2015 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2014. Under the appointment letter, Mr. Ngai Wai Fung’s remuneration will be RMB150,000 per year (to be approved in the 2015 Second Extraordinary General Meeting) based on the corporate policy on directors’ remuneration as well as his workload and responsibilities.

Save as disclosed above, Mr. Ngai Wai Fung did not hold any other directorships in other listed public companies in the past three years and Mr. Ngai Wai Fung (i) is not related to any Directors, Supervisors, senior management, or substantial or controlling shareholders of the Company; (ii) has not or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.

Save as disclosed above, there are no other matters concerning Mr. Ngai Wai Fung that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

SUPERVISORS

Mr. Wang Xiaojun

Mr. Wang Xiaojun, born in October 1964, has been a supervisor of the Company since 7 August 2014. Mr. Wang holds a bachelor’s degree, is a certified public accountant in China. Mr. Wang started his career in July 1989. He had worked at Xicheng District Government of Beijing since July 1989, and served as a member of the Party’s Standing Committee and propaganda minister of Xicheng District of Beijing from December 2000 and November 2003. Mr. Wang was a member of the Party’s Group and deputy head of Beijing Municipal Audit Bureau from November 2003 to February 2012. Mr. Wang Xiaojun has been the chairman of Supervisory Committee of Beijing State-owned Enterprises since February 2013.

Mr. Wang Xiaojun will enter into a service contract as a supervisor with the Company for a term commencing from the conclusion of the 2015 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017. Under the service contract, Mr. Wang Xiaojun, as nominated by the controlling shareholder, will receive nil remuneration for being the Supervisor (to be approved in the 2015 Second Extraordinary General Meeting).

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PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR ELECTION

APPENDIX I

Save as disclosed above, Mr. Wang Xiaojun did not hold any other directorships in other listed public companies in the past three years and Mr. Wang Xiaojun (i) is not related to any Directors, Supervisors, senior management, or substantial or controlling shareholders of the Company; (ii) has not or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.

Save as disclosed above, there are no other matters concerning Mr. Wang Xiaojun that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Ms. Li Bichi

Ms. Li Bichi, born in December 1964, has been a supervisor of the Company since 26 October 2012. Ms. Li Bichi has worked in Beijing State-owned Enterprises Supervisory Committee since August 2001, currently serves as a full-time supervisor. Before that, she worked in the Finance Bureau of Beijing from August 1987 to July 2001 as staff member, deputy-director-equivalent staff member and director-equivalent staff member successively. Ms. Li Bichi graduated from the School of Economics and Management of Beijing Union University in July 1987. She is a senior accountant.

Ms. Li Bichi will enter into a service contract as a supervisor with the Company for a term commencing from the conclusion of the 2015 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017. Under the service contract, Ms. Li Bichi, as nominated by the controlling shareholder, will receive nil remuneration for being the Supervisor (to be approved in the 2015 Second Extraordinary General Meeting).

Save as disclosed above, Ms. Li Bichi did not hold any other directorships in other listed public companies in the past three years and Ms. Li Bichi (i) is not related to any Directors, Supervisors, senior management, or substantial or controlling shareholders of the Company; (ii) has not or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.

Save as disclosed above, there are no other matters concerning Ms. Li Bichi that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. Yu Kaijun

Mr. Yu Kaijun, born in April 1963, has been a non-executive director of the Company since 7 August 2014. Mr. Yu graduated from the Hong Kong Polytechnic University with a major in accounting. Mr. Yu holds a master degree in accounting and is a senior accountant. Currently, Mr. Yu is the chief financial officer of China National Materials Company Limited (listed on the Main Board of the Stock Exchange; stock code: 01893). Mr. Yu worked at the Finance Bureau of Pingliang District of Gansu Province from July 1982 to November 1990. Mr. Yu served as chief financial officer and deputy general manager of Shenzhen Languang Science & Technology Co., Ltd. (and its predecessor, Shenzhen Languang Electronic Industrial Corporation) from November 1990 to October 2001. Mr. Yu served as chief financial officer of Sinoma

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PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR ELECTION

APPENDIX I

International Engineering Co. Ltd. (listed on the Shanghai Stock Exchange; stock code: 600970) from December 2001 to January 2011. Mr. Yu has been a supervisor of both Ningxia Building Materials Group Co., Ltd. (listed on the Shanghai Stock Exchange; stock code: 600449) and Xinjiang Tianshan Cement Co., Ltd. (listed on the Shenzhen Stock Exchange; stock code: 000877) since December 2011.

Mr. Yu Kaijun will enter into a service contract as a supervisor with the Company for a term commencing from the conclusion of the 2015 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017. Under the service contract, Mr. Yu Kaijun, as nominated by other shareholder, will receive an annual remuneration of RMB50,000 (before tax) from the Company for being the Supervisor (to be approved in the 2015 Second Extraordinary General Meeting).

Save as disclosed above, Mr. Yu Kaijun did not hold any other directorships in other listed public companies in the past three years and Mr. Yu Kaijun (i) is not related to any Directors, Supervisors, senior management, or substantial or controlling shareholders of the Company; (ii) has not or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.

Save as disclosed above, there are no other matters concerning Mr. Yu Kaijun that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Ms. Hu Juan

Ms. Hu Juan, born in February 1970, has been the manager of the finance and capital department of the Company since October 2007. Ms. Hu had served in various positions in our Company, including the deputy manager of the finance and capital department from September 2000 to January 2005, the deputy manager of the assets supervision department from January 2005 to March 2006 and the manager of the assets management department from March 2006 to October 2007.

Ms. Hu Juan graduated from Anhui Finance and Economics University with a Bachelor of Economics degree in July 1994. She also graduated from Hong Kong Baptist University with a Master of Science degree in September 2012. She is a senior accountant as well as a certified public accountant.

Ms. Hu Juan will enter into a service contract as a supervisor with the Company for a term commencing from the conclusion of the 2015 Second Extraordinary General Meeting and expiring on the date of the annual general meeting of the Company for the year of 2017. Under the service contract, Ms. Hu Juan, as nominated by the controlling shareholder, will receive nil remuneration as being the Supervisor (to be approved in the 2015 Second Extraordinary General Meeting).

Save as disclosed above, Ms. Hu Juan did not hold any other directorships in other listed public companies in the past three years and Ms. Hu Juan (i) is not related to any Directors, Supervisors, senior management, or substantial or controlling shareholders of the Company; (ii) has not or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the SFO; and (iii) does not hold any other position with the Company or other members of the Group.

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APPENDIX I PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR ELECTION

Save as disclosed above, there are no other matters concerning Ms. Hu Juan that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

The proposed amendments to the Articles of Association are set out below:

• (1) The first paragraph of the existing Article 137, which reads:

“The Company shall form the board of directors consisting of 11 directors, one of whom shall be appointed as the chairman and two as vice chairmen. One-third of the board of directors shall be independent (non-executive) directors and, in any event, the number of independent (non-executive) directors shall not be less than 3 persons. Representative of employees of the Company is eligible to be elected as a member of the board of directors.”

is proposed to be amended as:

“The Company shall form the board of directors consisting of nine to thirteen directors, one of whom shall be appointed as the chairman and two of whom may be appointed as vice chairmen. At least one-third of the members of the board of directors shall be independent (non-executive) directors and, in any event, the number of independent (non-executive) directors shall not be less than 3 persons. Representative of employees of the Company is eligible to be elected as a member of the board of directors.”

• (2) The first paragraph of the existing Article 168, which reads:

“The supervisory board shall consist of seven supervisors, among whom three shall be employees’ representatives and four shall be persons other than employees’ representatives. Supervisors shall have a term of three years and be eligible for re-election upon expiry of the term.”

is proposed to be amended as:

“The supervisory board shall consist of seven to nine supervisors, among whom at least onethird shall be employees’ representatives. Supervisors shall have a term of three years and be eligible for re-election upon expiry of the term.”

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