BBMG Corporation — Proxy Solicitation & Information Statement 2017

Oct 30, 2017

==> picture [319 x 92] intentionally omitted <==

(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 2017 SECOND EXTRAORDINARY GENERAL MEETING TO BE HELD ON 15 DECEMBER 2017

Number of H shares to which this form of 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 2017 second extraordinary general meeting (the “ 2017 Second Extraordinary General Meeting ”) of the Company as my/our proxy to attend and act for me/us at the 2017 Second Extraordinary General Meeting 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, 15 December 2017 at 9:30 a.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 2017 Second Extraordinary General Meeting and to vote for me/us at the 2017 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 at the 2017 Second Extraordinary General Meeting and/or at any adjournment thereof.

	ORDINARY RESOLUTION	ORDINARY RESOLUTION	FOR (note 6)	AGAINST (note 6)	ABSTAIN (note 6)
	1.	To consider and, if thought fit, to approve theproposed change of the Chinese name of theCompany from “北京金隅股份有限公司” to “北京金隅集團股份有限公司” and the Chinese stockshort name from “金隅股份” to “金隅集團”.
	SPECIAL RESOLUTIONS		FOR (note 6)	AGAINST (note 6)	ABSTAIN (note 6)
	2.	To consider and, if thought fit, to approve theproposed amendments to the articles of associationof the Company (the “Articles of Association”) (asset out in the announcement and circular of theCompany dated 27 October 2017 and 30 October2017 respectively), and the board of directors of theCompany(the “Board”)beand is herebyauthorized to deal with on behalf of the Companytherelevantfilingandamendment(wherenecessary) procedures and other related issuesarising from the amendments to the Articles ofAssociation.

* for identification purpose only

	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR (note 6)	AGAINST (note 6)	ABSTAIN (note 6)
	3.	To consider and, if thought fit, to approve theproposed amendments to the rules of procedure forthe meetings of the Board (as set out in theannouncement and circular of the Company dated27October2017and30October2017respectively).
	ORDINARY RESOLUTIONS		FOR (note 6)	AGAINST (note 6)	ABSTAIN (note 6)
	4.	To appoint Mr. Yu Zhongfu as a non-executivedirector of the Company for a period commencingfromtheconclusionofthe2017SecondExtraordinary General Meeting and expiring onthe date of the annual general meeting of theCompany for the year of 2017 and to authorise theBoard to enter into service contract and/orappointment letter with the newly appointed non-executive director of the Company subject to suchterms and conditions as the Board shall think fitand to do such acts and things to give effect to suchmatters.
	5.	To consider and, if thought fit, to approve theproposal on the compliance and satisfaction by theCompany of the requirements of the public issuanceof corporate bonds (“Public Issuance of CorporateBonds”) in the People’s Republic of China.
	SPECIAL RESOLUTIONS		FOR (note 6)	AGAINST (note 6)	ABSTAIN (note 6)
	6.	To approve the proposal on the Public Issuance ofCorporate Bonds:
		6.01Type of the securities to be issued for thispublic issuance
		6.02Issue size
		6.03Par value and issue price
		6.04Term and variety of the bonds
		6.05Bond interest rates
		6.06Type of issue and targets
		6.07Use of proceeds from this issuance
		6.08ArrangementfortheplacingtotheCompany’s shareholders
		6.09Place for listing
		6.10Guarantee arrangements
		6.11Debt repayment safeguards
		6.12Validity of the resolution
	7.	To approve the proposal on the authorization to theBoard or the person(s) authorized by the Board tohandle relevant matters in connection with thePublic Issuance of Corporate Bonds.

Date:

2017

Signature(s) [(note][7)] :

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 2017 SECOND EXTRAORDINARY GENERAL MEETING WILL ACT AS YOUR PROXY.

5. The full text of the resolutions are set out in the notice of the 2017 Second Extraordinary General Meeting dated 30 October 2017 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 2017 Second Extraordinary General Meeting other than those referred to in the notice convening the 2017 Second 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 2017 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 2017 Second Extraordinary General Meeting in person to represent you.

9. To be valid, this 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 2017 Second 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 2017 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 2017 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.

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 2017 Second Extraordinary General Meeting if you wish.

13. Shareholders or their proxies attending the 2017 Second Extraordinary General Meeting shall produce their identity documents.

14. For further details of the resolutions on the proposed change of the Chinese name and stock short name of the Company, the proposed amendments to the Articles of Association, the proposed amendments to the rules of procedure for the meetings of the Board and the proposed appointment of Director, please refer to the announcement of the Company dated 27 October 2017 and the circular of the Company dated 30 October 2017.