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BBMG Corporation Proxy Solicitation & Information Statement 2017

Jun 30, 2017

50338_rns_2017-06-30_f16744fa-6be6-449d-9ca8-862bf246d58a.pdf

Proxy Solicitation & Information Statement

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NOTICE OF 2017 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 2017 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2017 first extraordinary general meeting (the “ 2017 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 Tuesday, 15 August 2017 at 2:30 p.m. to consider and, if thought fit, approve the following resolutions:

ORDINARY RESOLUTIONS

  1. To elect Mr. Zeng Jing and Mr. Zheng Baojin as directors of the fourth session of the board of directors (the “ Board ”) for a period commencing from the conclusion of the 2017 First 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 Ms. Xu Feng and Mr. Wang Zhicheng 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 2017 First 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, 30 June 2017

* for identification purpose only

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NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

  1. Biographical details of Mr. Zeng Jing and Mr. Zheng Baojin as the candidates proposed to be elected as the directors of the Company and Ms. Xu Feng and Mr. Wang Zhicheng as the candidates proposed to be elected as the Supervisors, at the 2017 First Extraordinary General Meeting as required under Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”) are set out in the announcement of the Company dated 28 June 2017.

  2. Pursuant to Rule 13.39(4) of the Listing Rules, votes of the shareholders at the 2017 First Extraordinary General Meeting shall be taken by poll except where the chairman of the 2017 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 2017 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 2017 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 2017 (Sunday) to 15 August 2017 (Tuesday) (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 2017 (Tuesday) will be entitled to attend and vote at the 2017 First Extraordinary General Meeting. In order to attend and vote at the 2017 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 14 July 2017 (Friday).

  7. In accordance with Article 66 of the Articles of Association, shareholders entitled to attend the 2017 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 2017 First Extraordinary General Meeting, i.e. no later than 26 July 2017 (Wednesday).

  8. Shareholders or their proxies attending the 2017 First Extraordinary General Meeting are responsible for their own transportation and accommodation expenses.

  9. As at the date of this announcement, the executive directors of the Company are Jiang Deyi and Wu Dong; the nonexecutive director of the Company is Guo Yanming; and the independent non-executive directors of the Company are Wang Guangjin, Tian Lihui, Tang Jun and Ngai Wai Fung.

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