BBMG Corporation — Proxy Solicitation & Information Statement 2016

Jun 30, 2016

NOTICE OF 2016 FIRST 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 2016 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2016 first extraordinary general meeting (the “ 2016 First 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 Monday, 15 August 2016 at 2 p.m. or at any adjournment thereof to consider and, if thought fit, approve the following resolutions:

SPECIAL RESOLUTION

1. To approve the capital increase agreement dated 31 May 2016 between the Company, Stateowned Assets Supervision and Administration Commission of Tangshan (唐山市人民政府國 有資產監督管理委員會) and Jidong Development Group Co., Ltd. (冀東發展集團有限責任 公司) (“ Jidong Development ”) and the equity transfer agreement dated 31 May 2016 entered into between the Company and Zhongtai Trust Co., Ltd. (中泰信託有限責任公司) (collectively, the “ Equity Restructuring Agreements ”) and the transactions contemplated under the Equity Restructuring Agreements and the proposal in relation to the authorization to the board of directors (the “ Board* ”) of the Company for capital increase and share acquisition in Jidong Development.

ORDINARY RESOLUTION

1. To approve the share issuance and asset purchase agreement and the equity entrustment agreement dated 29 June 2016 entered into between the Company and Tangshan Jidong Cement Co., Ltd. (唐山冀東水泥股份有限公司) (“ Jidong Cement* ”) and the respective transactions contemplated thereby, and the proposal in relation to the authorization to the Board for all matters relating to the major asset restructuring in Jidong Cement through asset contribution.

By order of the Board BBMG Corporation* Jiang Deyi Chairman

Beijing, the PRC, 30 June 2016

* for identification purpose only

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NOTICE OF 2016 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. For further information relating to the resolutions above, please refer to the announcements of the Company dated 31 May 2016 and 29 June 2016 and the circular expected to be issued by the Company by the end of July 2016.

2. Pursuant to Rule 13.39(4) of the Listing Rules, votes of the shareholders at the 2016 First Extraordinary General Meeting shall be taken by poll except where the chairman of the 2016 First 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.

3. 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.

4. 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.

5. Shareholders or their proxies shall present proofs of identities when attending the 2016 First Extraordinary General Meeting.

6. 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 16 July 2016 (Saturday) to 15 August 2016 (Monday) (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 15 August 2016 (Monday) will be entitled to attend and vote at the 2016 First Extraordinary General Meeting. In order to attend and vote at the 2016 First 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 15 July 2016 (Friday).

7. In accordance with Article 66 of the Articles of Association, shareholders entitled to attend the 2016 First 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 2016 First Extraordinary General Meeting, i.e. no later than 26 July 2016 (Tuesday).

8. Shareholders or their proxies attending the 2016 First Extraordinary General Meeting are responsible for their own transportation and accommodation expenses.

9. As at the date hereof, the executive directors are Jiang Deyi, Wu Dong, Shi Xijun, Zhang Jianli, Li Weidong and Zang Feng; and the independent non-executive directors of the Company are Wang Guangjin, Tian Lihui, Tang Jun and Ngai Wai Fung.

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