BBMG Corporation — Proxy Solicitation & Information Statement 2019

Mar 28, 2019

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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 ANNUAL GENERAL MEETING TO BE HELD ON 15 MAY 2019

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 Meeting as my/our proxy to attend and act for me/us at the Annual General Meeting (the “ 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, 15 May 2019 at 2:00 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 Meeting and to vote for me/us at the 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 Meeting and/or at any adjournment thereof.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (note 6)	AGAINST (note 6)	ABSTAIN (note 6)
	1.	To approve the report of the board of directors of the Company(the “Board”) for the year ended 31 December 2018.
	2.	To approve the report of the supervisory board of the Companyfor the year ended 31 December 2018.
	3.	To approve the audited accounts of the Company for the yearended 31 December 2018.
	4.	To approve the proposal on profit distribution for the year ended31 December 2018.
	5.	To approve (1) the audit fee of the Company for the year ended31 December 2018 in an amount of RMB5,200,000; and (2) theappointment of Ernst & Young Hua Ming Certified PublicAccountants as the independent auditor of the Company for theyear ending 31 December 2019 for a term ending on the date ofthe annual general meeting of the Company for the year of 2019,and to authorize the Board to implement the resolution.
	6.	To approve the remuneration plan of the executive directors ofthe Company for the year ended 31 December 2018.
	7.	To approve the proposal on authorization of the guarantee plan tobe provided by the Company to its subsidiaries in 2019.

* for identification purpose only

	SPECIAL RESOLUTION	FOR (note 6)		AGAINST (note 6)	ABSTAIN (note 6)
8.	To approve the granting of a general mandate to the Board toissue, allot and otherwise deal with (1) additional A shares of theCompany not exceeding 20% of the A shares in issue; and (2)additional H shares of the Company not exceeding 20% of the Hshares in issue, and to authorize the Board to make suchcorresponding amendments to the Articles of Association of theCompany as it thinks fit so as to reflect the new capital structureupon the allotment and issue of the new shares.
	ORDINARY RESOLUTION	FOR (note 6)		AGAINST (note 6)	ABSTAIN (note 6)
9.	To approve the proposal regarding the Company’s qualifying theconditions for public issuance of corporate bonds.
	SPECIAL RESOLUTIONS	FOR (note 6)		AGAINST (note 6)	ABSTAIN (note 6)
10.	To approve the proposal regarding public issuance of corporatebonds:
	10.01Type of securities under this public issuance
	10.02Size of the issuance
	10.03Par value and price of issuance
	10.04Term and types of the bonds
	10.05Coupon rate of the bonds
	10.06Method and target investors of issuance
	10.07Use of proceeds
	10.08Arrangements of placement for shareholders of theCompany
	10.09Place of listing
	10.10Arrangement of guarantee
	10.11Measures for protection of repayment
	10.12Validity period of the proposal
11.	To approve the proposal on the authorization to the Board or theperson(s) authorized by the Board to handle relevant matters inconnection with the public issuance of corporate bonds.
12.	To approve the proposal regarding absorbing and consolidatingthe wholly-owned subsidiary by the Company.
	ORDINARY RESOLUTION	FOR (note 6)		AGAINST (note 6)	ABSTAIN (note 6)
13.	To approve the proposal regarding establishment of the publicwelfare foundation by the Company.
Date:	2019Signature(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 MEETING WILL ACT AS YOUR PROXY.

5. The full text of the resolutions are set out in the notice of the Meeting dated 29 March 2019 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 Meeting other than those referred to in the notice convening the Meeting.

7. This form of proxy must be signed by you or your attorney duly authorized 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 authorized in writing.

8. Any shareholder entitled to attend and vote at the 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 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 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 or appointed time for voting.

10. In the case of joint holding, any one of such joint holders may vote at the 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 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 Meeting if you wish.

13. Shareholders or their proxies shall present proofs of identity when attending the Meeting.