BBMG Corporation — Proxy Solicitation & Information Statement 2015

Oct 13, 2015

NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING

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

NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2015 second extraordinary general meeting (the “ 2015 Second Extraordinary General Meeting ”) of BBMG Corporation (the “ Company* ”) will 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. to consider and, if thought fit, approve the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and, if thought fit, to approve the remuneration standard of the fourth session of the Board of directors (the “ 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, approve the following:

In accordance with the relevant laws, regulations and regulatory documents, such as the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China and the Administrative Measures for the Issuance and Trading of Corporate Bonds 《公司債券發行與交易管理辦法》( ), the Company has compared the status quo of the Company with the requirements of the above relevant laws, regulations and regulatory documents item by item, and it is considered the Company is in compliance with all the

• for identification purpose only

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NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING

requirements of the existing policies on corporate bonds and fulfills the conditions for the public issuance of corporate bonds for eligible investors. The Company is qualified for the public issuance of corporate bonds to eligible investors.

SPECIAL RESOLUTIONS

1. To consider and, if thought fit, to approve the following principal terms of the public issue of corporate bonds (“ Corporate Bonds ”):

Issuer : The Company Place of issue : People’s Republic of China Type of bonds : Corporate bonds Size of issue : The aggregate principal amount to 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 multivariety terms Bonds interest rate : The interest rate will be determined with reference to 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 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 the Corporate Bonds Place of listing : On completion of the issue of the 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 approvals from regulatory authorities and in compliance with relevant laws and regulations

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NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING

• Arrangement of : It is proposed that the Board or persons authorized by the Board guarantee be authorized by the Shareholders at the 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 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 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, 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 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

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NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING

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 of the Company (the “ Articles ”); 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.

1. To consider and, if thought fit, to approve the proposed amendments to 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.

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NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

1. To elect Mr. Jiang Deyi, Mr. Wu Dong, Mr. Shi Xijun, Mr. Zhang Jianli, Mr. Li Weidong and Mr. Wang Shizhong as directors of 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 service contract and/or appointment letter with each of the newly elected directors subject to such terms and conditions as the Board shall think fit and to do all such acts and things to give effect to such matters.

2. To elect Mr. Wang Guangjin, Mr. Tian Lihui, Mr. Tang Jun and Mr. Ngai Wai Fung as independent non-executive directors of 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 service contract and/or appointment letter with each of the newly elected independent non-executive directors subject to such terms and conditions as the Board shall think fit and to do all such acts and things to give effect to such matters.

3. To elect Mr. Wang Xiaojun, Ms. Li Bichi, Mr. Yu Kaijun and Ms. Hu Juan as supervisors of the Company (the “ Supervisors ”) of the fourth session of the supervisory board 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 authorize the Board to enter into service contract and/or appointment letter with each of the newly elected Supervisors subject to such terms and conditions as the Board shall think fit and to do all such acts and things to give effect to such matters.

By order of the Board BBMG Corporation* Jiang Deyi Chairman

Beijing, the PRC, 13 October 2015

* for identification purpose only

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NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING

Notes:

1. Pursuant to Rule 13.39(4) of the Listing Rules, votes of the shareholders at the 2015 Second Extraordinary General Meeting shall be taken by 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.

2. 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.

3. 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 any adjournment thereof.

4. Shareholders or their proxies shall present proofs of identities when attending the 2015 Second Extraordinary General Meeting.

5. The holders of A shares and H shares will vote as one class of shareholder. The register of members for H shares of the Company will be closed from 28 October 2015 (Wednesday) to 27 November 2015 (Friday) (both days inclusive), during which no transfer of shares will be effected. Shareholders whose names appear on the register of members of the Company on 27 November 2015 (Friday) will be entitled to attend and vote at the 2015 Second Extraordinary General Meeting. In order to attend and vote at the 2015 Second Extraordinary General Meeting, all transfers accompanied by relevant share certificates must be lodged with 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 not later than 4:30 p.m. on 27 October 2015 (Tuesday).

6. In accordance with Article 66 of the Articles of Association, shareholders entitled to attend the 2015 Second Extraordinary General Meeting are requested to deliver the reply slip for attendance to the headquarters of the Company at Room 2220, 22nd Floor, Tower D, Global Trade Center, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013, the People’s Republic of China, by hand, by post or by fax (the Company’s fax no.: (86) 10 6641 0889) not later than 20 days before the date of the 2015 Second Extraordinary General Meeting, i.e. no later than 7 November 2015 (Saturday).

7. Shareholders or their proxies attending the 2015 Second Extraordinary General Meeting are responsible for their own transportation and accommodation expenses.

8. As at the date hereof, the executive Directors are Jiang Deyi, Shi Xijun, Zhang Jianli, Zang Feng and Wang Shizhong; the non-executive Director is Yu Kaijun; and the independent non-executive Directors are Zhang Chengfu, Xu Yongmo, Yip Wai Ming and Wang Guangjin.

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