BBMG Corporation — Proxy Solicitation & Information Statement 2016

Apr 22, 2016

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)

PROPOSED ISSUE OF BONUS SHARES

The notice convening the 2015 Annual 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 Wednesday, 18 May 2016 at 2:00 p.m. (or at any adjournment thereof) and the form of proxy were despatched to the Shareholders of the Company on 24 March 2016.

25 April 2016

* for identification purpose only

CONTENTS

	Page
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4

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EXPECTED TIMETABLE

The expected timetable for the Bonus Share Issue is set forth below:

Latest time for lodging transfer of H Shares for entitlement to attend and vote at the 2015 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday, 18 April 2016 Book closure period for determining entitlement to attend and vote at the 2015 Annual General Meeting . . . . . . . . . . . Tuesday, 19 April 2016 to Wednesday, 18 May 2016 (both days inclusive) Last date for lodging proxy forms for the 2015 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m., Monday, 16 May 2016 Record date for determining entitlement to attend and vote at the 2015 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 18 May 2016 2015 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m., Wednesday, 18 May 2016 Announcement of poll results of the 2015 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 18 May 2016 Last day of dealings in H Shares on a cum-entitlement basis . . . . . . . . . . . . . . Monday, 23 May 2016 First day of dealings in H Shares on an ex-entitlement basis . . . . . . . . . . . . . . Tuesday, 24 May 2016 Latest time for lodging transfer of H Shares for entitlement to the Bonus Share Issue . . . . . . . . . . . . . . . . . 4:30 p.m., Wednesday, 25 May 2016 Book closure period for determining entitlement to 2015 final dividend and Bonus Shares . . . . . . . . . . . . . . . . . Thursday, 26 May 2016 to Tuesday, 31 May 2016 (both days inclusive) Record Date for determining entitlement to 2015 final dividend and Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 31 May 2016 Register of members of the Company reopens . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 1 June 2016 Dispatch of certificates for Bonus H Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 17 June 2016 Dealing in Bonus H Shares in board lots of 1,000 Shares each are expected to commence . . . . . . . . . . . . . . . . 9:00a.m., Monday, 20 June 2016 Effective date of change of board lot size from 500 to 1,000 H Shares each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 20 June 2016 Payment of 2015 final dividend for H Shareholders . . . . . . . . . . . On or around Monday, 18 July 2016

Note: All time in this circular refer to Hong Kong time. Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be announced or notified to the Shareholders as and when appropriate.

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DEFINITIONS

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

“2015 Annual General Meeting”	the annual general meeting for the year 2015 of the Company
“A Shares”	domestic shares in the ordinary share capital of the Company with a
	nominal value of RMB1.00 each, 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
“Bonus A Shares”	new A Shares to be allotted and issued pursuant to the Bonus Share
	Issue
“Bonus H Shares”	new H Shares to be allotted and issued pursuant to the Bonus Share
	Issue
“Bonus Shares”	collectively, the Bonus A Shares and the Bonus H Shares and
	where the context so requires, any or all of such new Shares to be
	allotted and issued pursuant to the Bonus Share Issue
“Bonus Share Issue”	the proposed issue of 10 Bonus Shares for every 10 Shares by way
	of conversion of capital reserves, representing a total increase of
	5,338,885,567 Shares based on the Company’s total share capital of
	5,338,885,567 Shares as at 31 December 2015
“CCASS”	the Central Clearing and Settlement System established and
	operated by HKSCC
“Change in Board Lot Size”	the proposed change in board lot size of the H Shares from 500 H
	Shares to 1,000 H Shares, subject to the fulfilment of the conditions
	for the Bonus Share Issue
“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)
“Company Law”	the Company Law of the PRC, as amended, supplemented or
	otherwise modified from time to time

* for identification purpose only

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DEFINITIONS

“Directors”	the directors of the Company
“H Shares”	overseas listed foreign shares in the ordinary share capital of the
	Company with a nominal value of RMB1.00 each, listed on the
	Main Board of the Stock Exchange
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	19 April 2016, being the latest practicable date prior to the printing
	of this circular on which certain information contained herein could
	be ascertained
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“Overseas Shareholders”	shareholder(s) of H Shares, whose address(es) as shown on the
	register of members of the Company on the Record Date are
	outside Hong Kong
“PRC”	the People’s Republic of China
“Record Date”	Tuesday, 31 May 2016, being the record date by reference to which
	entitlements to the final dividends and Bonus Share Issue will be
	determined
“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
“Supervisor(s)”	the supervisor(s) of the Company
“%”	per cent

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LETTER FROM THE BOARD

==> picture [319 x 93] intentionally omitted <==

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

Executive Directors: Jiang Deyi Wu Dong Shi Xijun Zhang Jianli Zang Feng Li Weidong

Independent Non-executive Directors:

Wang Guangjin Tian Lihui Tang Jun Ngai Wai Fung

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

25 April 2016

To the Shareholders

Dear Sir or Madam,

PROPOSED ISSUE OF BONUS SHARES

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolution to be proposed at the 2015 Annual General Meeting relating to the proposed Bonus Share Issue.

* for identification purpose only

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LETTER FROM THE BOARD

2. ISSUE OF BONUS SHARES

Reference is made to the announcement of the Company dated 23 March 2016, where the Board resolved to propose the Bonus Share Issue at the 2015 Annual General Meeting. The Bonus Shares will be issued on a pro rata basis to all Shareholders according to their respective shareholding in the Company as at the Record Date.

Immediately after the completion of the Bonus Share Issue, the registered capital of the Company will be increased from RMB5,338,885,567 to RMB10,677,771,134.

Conditions of the Bonus Share Issue

The Bonus Shares Issue is subject to the following conditions:

• (1) approval from the Shareholders at the forthcoming 2015 Annual General Meeting;

• (2) the Stock Exchange granting the listing of, and permission to deal in, the new H Shares to be allotted and issued under the Bonus Share Issue; and

• (3) compliance with the relevant legal procedures and requirements under the Company Law of the PRC to effect the Bonus Share Issue.

Basis of the Bonus Share Issue

The Directors recommend a bonus issue of Shares by way of conversion of capital reserve of the Company on the basis of ten (10) Bonus Shares for every ten (10) existing Shares. In the actual implementation of the proposed Bonus Share Issue, one (1) Bonus Share will be issued by the Company for every one (1) existing Share. Therefore, under the proposed Bonus Share Issue, each Shareholder will be entitled to be issued one Bonus Share for each Share which such Shareholder holds on the Record Date, regardless of whether the number of Shares held by such Shareholder are in integral multiples of ten (10). For instance, a Shareholder holding 111 H Shares as at the Record Date would be entitled to 111 H Bonus Shares, and a Shareholder holding 4 H Shares as at the Record Date would be entitled to 4 Bonus Shares.

According to the 5,338,885,567 Shares of the total issued share capital of the Company as at the Latest Practicable Date, the Company will issue 5,338,885,567 Bonus Shares, of which 1,169,382,435 Shares are Bonus H Shares and 4,169,503,132 Shares are Bonus A Shares. Immediately after completion of the Bonus Share Issue, the Company’s entire issued share capital will increase to 10,677,771,134 Shares. The Bonus Shares will represent 100% of the existing issued share capital of the Company and 50% of the issued share capital of the Company as enlarged by the issue of the Bonus Shares. The Bonus H Shares and Bonus A Shares will rank pari passu with existing H Shares and A Shares, respectively, in all respects except that they will not entitle to the dividend recommended by the Company in respect of the financial year ended 31 December 2015.

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LETTER FROM THE BOARD

Rights of Overseas Shareholders

If the Bonus Share Issue has become unconditional, the Company will consider if there are any Overseas Shareholders on the Record Date and, if there are such Overseas Shareholders, make enquiries in accordance with the Listing Rules regarding the legal restrictions (if any) under the laws of the relevant places and the requirements of relevant regulatory bodies or stock exchanges for relevant Overseas Shareholders to take part in the Bonus Share Issue.

If, after making such enquiries regarding the legal restrictions under the laws of the relevant places and the requirements of relevant regulatory bodies or stock exchanges for distributing the Bonus H Shares to such Overseas Shareholders, the Board is of the opinion that it would be necessary or expedient, on account either of the legal restrictions under the laws of the relevant places or any requirements of relevant regulatory bodies or stock exchanges (such as filing of any registration statement or prospectus or other special formalities) in those places, not to issue the Bonus H Shares to such overseas Shareholders, such Overseas Shareholders will be excluded from the Bonus Share Issue. Under such circumstances, the Shares concerned will be consolidated and sold. The proceeds of such sale will be retained for the benefit of the Company, unless the proceeds that any single Overseas Shareholder should have otherwise been entitled to exceed HK$100, in which case such proceeds will be distributed to the relevant Overseas Shareholder(s).

Based on the register of members of the Company as at the Latest Practicable Date, there was one Overseas Shareholder whose address is located in Singapore. The Company has obtained legal advice that, if applicable, the Company can rely on an exemption from prospectus registration requirements with regard to the Bonus Shares Issue to the Overseas Shareholder in Singapore provided that it fulfils the relevant requirements under relevant Singapore laws and regulations. Accordingly, the Bonus Share Issue will be extended to such Overseas Shareholder in Singapore should it remain a Shareholder on the Record Date.

Reasons for the Bonus Share Issue

Pursuant to the requirement under section 168 of the Company Law, “the reserve of a company shall be used to make up such company’s losses, expand its production and operation or increase its capital. However, the capital reserve shall not be used to make up such company’s losses.” Therefore, the proposed Bonus Share Issue, which involves the conversion of capital reserves of the Company, is in line with relevant requirements under the PRC laws and regulations.

After the Bonus Share Issue, the price per board lot of A Shares will be theoretically halved, which could facilitate the trading of the Shares by improving the tradability of A Shares, thereby attracting more investors for the Company and broadening Shareholder’s base by making the Shares more affordable to a greater number or investors. As the board lot of H Shares will be increased from 500 Shares to 1,000 Shares upon the Bonus Share Issue (further details of which are contained in the section headed “3. CHANGE IN BOARD LOT SIZE” below), the theoretical price per board lot of H Shares would not decrease as a result of the proposed Bonus Share Issue. However, as A Shares comprise approximately 80% of the total issued A Share and H Share capital of the Company as at the Latest Practicable Date, the effect of the Bonus Share Issue on the improvement of the tradability of Shares as afore-mentioned can potentially be quite significant.

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LETTER FROM THE BOARD

Upon the commencement of dealings in the H Shares on an ex-entitlement basis as a result of the Bonus Share Issue, the market value and trading price per Share will be halved and the number of issued Shares will double, but will neither change Shareholders’ equity ratio nor affect funds available for distribution of future dividends of the Company.

Effect on the Shareholding Structure of the Company

Prior to and immediately upon completion of the proposed Bonus Share Issue (assuming that no other Shares are allotted or issued and no existing Shares are repurchased prior to the Record Date), the Company’s share capital structures are as follows:

		Prior to completion of	Prior to completion of	Immediately upon completion of	Immediately upon completion of	Immediately upon completion of
Name of Shareholder	**the **	proposed Bonus Share Issue		**the **	proposed Bonus Share Issue
	Class of	Number of	Approximate	Class of	Number of	Approximate
	Shares	Shares	Shareholding	Shares	Shares	Shareholding
BBMG Group Company
Limited* (北京金隅集
團有限責任公司)	A Shares	2,398,678,786	44.93%	A Shares	4,797,357,572	44.93%
Public Shareholders	A Shares	1,770,824,346	33.17%	A Shares	3,541,648,692	33.17%
Public Shareholders	H Shares	1,169,382,435	21.90%	H Shares	2,338,764,870	21.90%
Total		5,338,885,567	100%		10,677,771,134	100%

Waiver from strict compliance with the Listing Rules

According to Rule 19A.38 of the Listing Rules, the Company is required to obtain the approval by a special resolution of the Shareholders at its general meeting and the approvals by special resolutions of the H Shareholders and the A Shareholders at separate class meetings conducted in accordance with the Articles of Association prior to authorising, allotting, issuing or granting new Shares.

We have applied to the Stock Exchange for a waiver with respect to the requirement to convene separate class meetings to approve the Bonus Share Issue pursuant to Rule 19A.38 of the Listing Rules, and the Stock Exchange has granted such waiver.

The reasons for the application of the waiver are set below:

• (a) The Bonus Share Issue will be offered to all the Shareholders on a pro-rata basis to their shareholdings and hence will not affect the rights attached to either class of the Shares (i.e. the H Shares and the A Shares) or prejudice the exercise of any pre-emptive rights of either H Shareholders or A Shareholders.

* for identification purpose only

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LETTER FROM THE BOARD

• (b) As advised by the Company’s PRC legal counsel, since the Bonus Share Issue will be conducted on a pro-rata basis to all Shareholders (including A Shareholders and H Shareholders) and do not involve the amendment or cancellation of shareholder rights of a particular class of Shareholders, pursuant to the relevant PRC laws, the Mandatory Provisions for Companies Listing Overseas and the Articles of Association, class meetings of Shareholders are not required to be convened to approve the Bonus Share Issue.

• (c) A special resolution will be proposed at the 2015 Annual General Meeting in respect of the proposed Bonus Share Issue, which will require more than two-thirds of the Shareholders with voting rights to vote in favour of the resolution at the 2015 Annual General Meeting. The Directors are of the view that the 2015 Annual General Meeting will provide both the A Shareholders and the H Shareholders with sufficient avenue to express their views and exercise their voting rights regarding the proposed Bonus Share Issue.

Taxation

Pursuant to the Notice of State Administration of Taxation in relation to the Capitalisation of Capital Reserve and the Levy of Individual Income Tax regarding the Distribution of Bonus Shares of Joint-Stock Enterprises (Guo Shui Fa [1997] No. 198), the increase of share capital of joint stock enterprises by way of capitalisation of capital reserve does not constitute the distribution of dividends and bonuses. The Shares obtained by individuals from the capitalisation of capital reserve are not treated as individual income, and are exempted from individual income tax. As a result, there will be no levy of PRC taxation in respect of the issue of Bonus H Shares under the Bonus Issue.

Dealings in the Bonus H Shares will be subject to the payment of stamp duty, the Stock Exchange trading fee, transaction levy, or any other applicable fees and charges in Hong Kong. Holders of H Shares are recommended to consult their professional advisers if they are in any doubt as to the taxation implications of holding, disposing of or dealing in the Bonus H Shares. It is emphasized that none of the Company, its Directors or any other parties involved in the Bonus Share Issue accepts responsibility for any tax implication or liabilities of the holders of H shares.

Listing and Dealing

The H Shares of the Company are listed on Main Board of the Stock Exchange. The Company will apply to the Listing Committee of the Stock Exchange for approval of listing of, and permission to deal in, the Bonus H Shares.

Upon satisfaction of the conditions as set out under section “Conditions of the Bonus Share Issue” in this circular, the Bonus H Shares will be accepted by the HKSCC as eligible securities for deposit, clearance and settlement in CCASS. The Company will make all necessary arrangements for the Bonus H Shares to be admitted into CCASS. All activities of the CCASS will be carried out in accordance with the then effective general rules and operation procedures of CCASS.

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LETTER FROM THE BOARD

Upon the Bonus Share Issue becoming unconditional, share certificates of the Bonus H Shares are expected to be sent to the Shareholders entitled thereto by ordinary post at their own risks on or before Friday, 17 June 2016. In the case of joint Shareholders, share certificates of the Bonus H Shares will be sent to the address of the first named joint Shareholder on the register of members of the Company.

The Bonus Shares will be traded in board lots of 1,000 Shares each. Dealing in the Bonus H Shares are expected to commence on Monday, 20 June 2016, and shall be subject to Hong Kong stamp duty.

Statement to be made on acquisition of Shares

The Company shall ensure that all of its listing documents and share certificates have included the statements stipulated below and shall instruct and cause its share registrar not to register the subscription, purchase or transfer of any of its Shares in the name of any particular holder unless and until such holder delivers to such share registrar a signed form in respect of such Shares bearing statements to the following effect:

• (1) the acquirer of Shares agrees with the Company and each of its Shareholders, and the Company agrees with each shareholder, to observe and comply with the Company Law, the Special Regulations of the State Council Concerning Floatation and Listing Abroad of Stocks by Listed Stock Companies and its Articles of Association;

• (2) the acquirer of Shares agrees with the Company, each of its Shareholders, Directors, Supervisors, presidents and officers, and itself (acting on behalf of the Company and each Director, Supervisor, president and officer) agrees with each shareholder, to refer all differences and claims arising from its Articles of Association or any rights or obligations conferred or imposed by the Company Law or other relevant laws and administrative regulations concerning the affairs of the Company to arbitration in accordance with its Articles of Association. Any reference to arbitration will be deemed to authorize the arbitration tribunal to conduct its hearing in open session and to publish its award. Such arbitration award will be final and conclusive;

• (3) the acquirer of Shares agrees with the Company and each of its Shareholders that H Shares in the Company are freely transferable by the holder of such Shares; and

• (4) the acquirer of Shares authorizes the Company to enter into a contract on his behalf with each Director and officer whereby such Directors and officers undertake to observe and comply with their obligations to shareholders stipulated in its Articles of Association.

Warning of Risks of Dealing in Shares

Shareholders of H Shares should note that Shares will be traded on an ex-entitlement basis from Tuesday, 22 May 2016. The Bonus Share Issue is conditional upon satisfaction of the conditions stated under the “Conditions for the Bonus Share Issue” of this circular. Any person dealing in Shares

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LETTER FROM THE BOARD

on an ex-entitlement basis will be exposed to the risks that the Bonus Share Issue may fail to become unconditional and may not proceed. Any person contemplating selling or purchasing Shares during such period, if in any doubt about his/her/its position, is recommended to consult his/her/its own professional adviser.

3. CHANGE IN BOARD LOT SIZE

The H Shares are currently traded in board lots of 500 H Shares each. The board lot size of the H Shares for trading on the Stock Exchange is proposed to be changed from 500 H Shares to 1,000 H Shares with effect from the expected first day of listing of, and dealing in the Bonus Shares, subject to the fulfillment of the conditions of the Bonus Share Issue.

Reason for Change in Board Lot Size

Based on the closing price of HK$6.11 per H Share as quoted on the Stock Exchange on 19 April 2016 (equivalent to a theoretical ex-entitlement price of HK$3.055 per H Share upon the allotment and issue of the Bonus Shares), the market value of each board lot of 500 Shares is HK$3,055.0 and the market value of each board lot of 500 H Shares upon the allotment and issue of the Bonus Shares is estimated to be HK$1,527.5.

In order to comply with the requirements of the Stock Exchange for the minimum value of HK$2,000 of each board lot of the H Shares upon completion of the Bonus Share Issue, the Company proposes to conduct the Change in Board Lot Size.

With the Change in Board Lot Size, the market value of each board lot of 1,000 H Shares (instead of 500 H Shares) is estimated to be HK$3,055.0, based on the theoretical ex-entitlement price of HK$3.055 per H Share upon the allotment and issue of the Bonus Shares

Odd lot arrangement

The Change in Board Lot Size will not result in any odd lots other than those already exist, as one existing board lot of 500 H Shares will become one new board lot of 1,000 H Shares after the allotment and issue of the Bonus Shares.

Share Certificates

All existing share certificates in board lot of 500 H Shares will remain good evidence of the legal title to the Shares and continue to be valid for delivery, transfer, trading and settlement purposes. No new share certificates for existing Shareholders will be issued as a result of the Change in the Board Lot Size, and therefore no arrangement for free exchange of existing share certificates in the board lot size of 500 H Shares to new share certificates in the board lot size of 1,000 H Shares is necessary.

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LETTER FROM THE BOARD

4. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions proposed at the 2015 Annual General Meeting, including but not limited to the proposed Bonus Share Issue, will be voted by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

5. RECOMMENDATIONS

The Board considers that the proposed Bonus Share Issue is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolution as set out in the notice of the 2015 Annual General Meeting.

6. PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

Upon completion of the Bonus Share Issue, the Company will need to amend the Articles of Association in order to reflect the changes in share capital and number of shares held by its promoters (the “ Proposed Amendment ”). As required by the Company Law, the Proposed Amendment will be subject to approval from Shareholders at a general meeting. The Company will issue a notice of extraordinary general meeting with explanation of the Proposed Amendment in due course.

7. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with respect to the Company. The information contained herein relating to the Company has been supplied by the Directors, who collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, no other facts are omitted in this circular which would make any statement herein misleading insofar as it relates to the Company.

By order of the Board BBMG Corporation* Jiang Deyi Chairman

• For identification purposes only

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