BBMG Corporation — Proxy Solicitation & Information Statement 2016

Jun 30, 2016

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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 2016 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON 15 AUGUST 2016

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 2016 First Extraordinary General Meeting as my/our proxy to attend and act for me/us at the 2016 first extraordinary general meeting (the “ 2016 First 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 Monday, 15 August 2016 at 2 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 2016 First Extraordinary General Meeting and to vote for me/us at the 2016 First 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 2016 First Extraordinary General Meeting or at any adjournment thereof.

	SPECIAL RESOLUTION	SPECIAL RESOLUTION	FOR (note 6)	AGAINST (note 6)	ABSTAIN (note 6)
	1.	To approve the capital increase agreement and equitytransfer agreement dated 31 May 2016 in relation to JidongDevelopment Group Co., Ltd.* (冀東發展集團有限責任公司) (“Jidong Development”) and the authorisation to theboard of directors of the Company (the “Board”) inrelation to the capital increase and share acquisition inJidong Development.
	ORDINARY RESOLUTION		FOR (note 6)	AGAINST (note 6)	ABSTAIN (note 6)
	2.	To approve the share issuance and asset purchaseagreement and the equity entrustment agreement dated 29June 2016 entered into between the Company andTangshan Jidong Cement Co., Ltd.* (唐山冀東水泥股份有限公司) (“Jidong Cement”) and the authorisation to theBoard in relation to the major asset restructuring of JidongCement.

Date:

2016

Signature(s) [(note][9)] :

* for identification purpose only

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 2016 FIRST EXTRAORDINARY GENERAL MEETING WILL ACT AS YOUR PROXY.

5. The full text of the resolutions are set out in the notice of the 2016 First Extraordinary General Meeting dated 30 June 2016 which is sent to the shareholders of the Company together with this form of proxy.

6. 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 2016 First Extraordinary General Meeting other than those referred to in the notice convening the 2016 First Extraordinary General Meeting.

7. 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.

8. Any shareholder entitled to attend and vote at the 2016 First 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 2016 First Extraordinary General Meeting in person to represent you.

9. 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 2016 First Extraordinary General Meeting or appointed time for voting or any adjournment thereof.

10. In the case of joint holding, any one of such joint holders may vote at the 2016 First 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 2016 First 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.

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

12. Completion and delivery of this form of proxy will not preclude you from attending and voting at the 2016 First Extraordinary General Meeting if you wish.

13. Shareholders or their proxies attending the 2016 First Extraordinary General Meeting shall produce their identity documents.