BBMG Corporation — Proxy Solicitation & Information Statement 2015

Oct 13, 2015

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(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 2015 SECOND EXTRAORDINARY GENERAL MEETING TO BE HELD ON 27 NOVEMBER 2015

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 2015 Second Extraordinary General Meeting as my/our proxy to attend and act for me/us at the 2015 Second Extraordinary General Meeting (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. or at any adjournment thereof) for the purpose of considering, and if thought fit, passing the resolutions set out in the notice convening the 2015 Second Extraordinary General Meeting and to vote for me/us at the 2015 Second Extraordinary General 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 2015 Second Extraordinary General Meeting and/or at any adjournment thereof.

• ORDINARY RESOLUTIONS FOR [(note][6)] AGAINST [(note][6)] ABSTAIN [(note][6)]

• 1. To consider and, if thought fit, to approve the remuneration standard of the fourth session of the board of directors of the Company (the “ Board ”) as follows: • Non-independent directors: to be determined by the shareholders at annual general meetings;

• • Independent directors: RMB150,000 per year (before tax).

• 1. To consider and, if thought fit, to approve the remuneration standard of the fourth session of the supervisory board of the Company as follows:

• Supervisors nominated by the controlling shareholder: not receive any separate remuneration;

• • Supervisors nominated by other shareholders: RMB50,000 per year (before tax);

• • Supervisors elected democratically by the staff and workers of the Company: not receive any separate remuneration.

• 1. To consider and, if thought fit, to approve that the Company fulfills the conditions for the proposed public issue of corporate bonds (“ Corporate Bonds ”) in the People’s Republic of China. [(note][5)]

* for identification purpose only

	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR (note 6)	AGAINST (note 6)	ABSTAIN (note 6)
	4.	To consider and, if thought fit, to approve the principal terms of the public issue of the Corporate Bonds: (note 5)
		4.01 Type of securities to be issued
		4.02 Size of issue
		4.03 Face value and issue price
		4.04 Term of issue and variety
		4.05 Bonds interest rate
		4.06 Method of issue and target investors
		4.07 Use of proceeds
		4.08 Pre-emptive rights
		4.09 Place of listing
		4.10 Arrangement of guarantee
		4.11 Measures for protection of repayment
		4.12 Validity of resolution
	5.	To consider and, if thought fit, to authorize the Board or person(s) authorized by the Board to handle all matters relating to the public issue of the Corporate Bonds. (note 5)
	6.	To consider and, if thought fit, to approve the proposed amendments to the articles of association of the Company (the “Articles of Association”) (as set out in the circular of the Company to be despatched on or about 30 October 2015), and the Board be and is hereby authorized to deal with on behalf of the Company the relevant filing and amendment (where necessary) procedures and other related issues arising from the amendments to the Articles of Association
	ORDINARY RESOLUTIONS		FOR (notes 6 and 7) (By way of cumulative voting) (Please insert the number of votes)	AGAINST (notes 6 and 7) (By way of cumulative voting) (Please insert the number of votes)	ABSTAIN (notes 6 and 7) (By way of cumulative voting) (Please insert the number of votes)
	7.	To elect the following directors of the Company 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 authorise the Board to enter into service contracts and/or appointment letter with each of the newly elected directors of the Company subject to such terms and conditions as the Board shall think fit and to do such acts and things to give effect to such matters.
		(i) Mr. Jiang Deyi
		(ii) Mr. Wu Dong
		(iii) Mr. Shi Xijun
		(iv) Mr. Zhang Jianli
		(v) Mr. Li Weidong
		(vi) Mr. Wang Shizhong

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (notes 6 and 7) (By way of cumulative voting) (Please insert the number of votes)	AGAINST (notes 6 and 7) (By way of cumulative voting) (Please insert the number of votes)	ABSTAIN (notes 6 and 7) (By way of cumulative voting) (Please insert the number of votes)
	8.	To elect the following independent non-executive directors of the Company 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 authorise the Board to enter into service contracts and/or appointment letter with each of the newly elected independent non- executive directors of the Company subject to such terms and conditions as the Board shall think fit and to do such acts and things to give effect to such matters.
		(i) Mr. Wang Guangjin (independent non-executive director)
		(ii) Mr. Tian Lihui (independent non-executive director)
		(iii) Mr. Tang Jun (independent non-executive director)
		(iv) Mr. Ngai Wai Fung (independent non-executive director)
	9.	To elect the following supervisors of the Company 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 authorise the Board to enter into service contracts and/or appointment letter with each of the newly elected supervisors of the Company subject to such terms and conditions as the Board shall think fit and to do such acts and things to give effect to such matters.
		(i) Mr. Wang Xiaojun
		(ii) Ms. Li Bichi
		(iii) Mr. Yu Kaijun
		(iv) Ms. Hu Juan

Date:

Signature(s) [(note][8)] :

2015

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).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE 2015 SECOND EXTRAORDINARY GENERAL MEETING WILL ACT AS YOUR PROXY.

4. The full text of the resolutions are set out in the notice of the 2015 Second Extraordinary General Meeting dated 13 October 2015 which is sent to the shareholders of the Company together with this form of 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 2015 Second Extraordinary General Meeting other than those referred to in the notice convening the 2015 Second Extraordinary General Meeting.

6. Please note that, according to Article 97 of the Articles of Association, the method of cumulative voting will be adopted for the election of directors and supervisors. Under this method, when two or more directors or supervisors are being nominated for election, for any share held by the shareholders, they will have the same number of votes which equals to the total number of directors to be elected. Shareholders may cast all their votes on a particular candidate or on multiple candidates. When you fill in the blanks entitled “Cumulative Voting”, please fill them in accordance with the following instructions:

7. (i) In relation to resolution numbers 1 and 2, for every share held by you, you will have the same number of voting rights which equals to the number of directors or supervisors to be elected. For instance, if you are holding 1 million shares and 10 directors will be elected at the general meeting, the aggregate number of votes which you will have will be 10 million (i.e. 1 million shares x 10 = 10 million voting shares).

8. (ii) Please fill in the sections entitled “For” and/or “Against” and/or “Abstain” with the number of votes you intend to cast on each candidate. Please note that you may cast your votes on every candidate provided that the total number of votes which you cast do not exceed the number of votes to which you are entitled; cast all your votes which represent the total number of shares held by you multiplied by the total number of directors or supervisors to be elected on one candidate; or cast your votes which represent the total number of shares held by you multiplied by the total number of directors or supervisors to be elected on certain candidates. For example, if you are holding 1 million shares, the number of your votes regarding the resolution number 1 is 10 million. You may choose to cast the 10 million votes equally amongst the 10 candidates (For or Against), or to cast all your votes on a single candidate (For or Against), or to cast on candidates A, B, C, D and E with 2 million votes each, and not cast any vote on the other candidates.

9. (iii) When the total votes, represented by the shares held by you multiplied by the number of directors or supervisors to be elected, are used up after voting for some of the candidates, you will have no votes remaining to be cast on other candidates. i.e., the total number of both of your “For” and “Against” votes cast shall not exceed the aggregate number of votes to which you are entitled.

10. (iv) Please note that when the total votes cast by you on some candidates exceeds the total votes to which you are entitled, all the votes cast will become invalid and be regarded as abstain votes; when the total votes cast by you for some candidates are less than the total votes to which you are entitled, the votes are valid and the remaining votes will be regarded as abstain votes. For example, if you are holding 1 million shares, the number of your votes regarding the resolution number 1 is 10 million: (a) if you fill in the “For” or “Against” or “Abstain” of “cumulative voting” under a particular candidate with “10 million shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the remaining 9 candidates. Should you fill in the blanks under the resolution number 1 with any number of shares (other than 0), all your votes on resolution number 1 will be invalid; or (b) if you fill in the “For” (or “Against”) or “Abstain” of “cumulative voting” under candidate A with “4 million shares” and under candidate B with “2 million shares”, the 6 million of votes cast by you are valid and the remaining 4 million of votes will be regarded as abstain votes.

11. (v) Where the “For” votes cast for a particular candidate are more than half of the total number of shares held by all shareholders attending (before cumulation) and where the “For” votes exceed the “Against” votes, the candidate in question will be considered to have won the votes. If the number of candidates who have won the votes exceed the number of directors to be elected, the candidates who obtained more “For” votes should be elected (if some nominees who obtain relatively less “For” votes obtain the same number of “For” votes and election of them will result in the directors to be elected exceeding the number of directors to be elected, such nominees will not be regarded as having won the votes); Where the elected directors at the shareholders general meeting are less than directors to be elected, new rounds of voting are required to be held for election of the remaining directors until the number of directors to be elected are fulfilled.

12. (vi) When a new round of director or supervisors election is held pursuant to the (v) above, the calculation of cumulation should be based on the directors to be elected during the round of election in question.

13. 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.

14. Any Shareholder entitled to attend and vote at the 2015 Second Extraordinary General 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 2015 Second Extraordinary General Meeting in person to represent you.

15. 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 2015 Second Extraordinary General Meeting or any adjournment thereof.

16. In the case of joint holding, any one of such joint holders may vote at the 2015 Second Extraordinary General 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 2015 Second Extraordinary General 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.

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

18. Completion and delivery of this form of proxy will not preclude you from attending and voting at the 2015 Second Extraordinary General Meeting if you wish.

19. Shareholders or their proxies attending the 2015 Second Extraordinary General Meeting shall produce their identity documents.