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BBMG Corporation — Proxy Solicitation & Information Statement 2023
Sep 8, 2023
50338_rns_2023-09-08_143cb652-c2be-431a-ae62-4ade9e0e1851.pdf
Proxy Solicitation & Information Statement
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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 2023 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 27 SEPTEMBER 2023
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 Meeting as my/our proxy to attend and act for me/us at the 2023 First Extraordinary General Meeting (the “ 2023 First EGM ”) 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, 27 September 2023 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 2023 First EGM and to vote for me/us at the 2023 First EGM (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 2023 First EGM and/or at any adjournment thereof.
SPECIAL RESOLUTION
FOR [(note][5)] AGAINST [(note][5)] ABSTAIN [(note][5)]
- To consider and, if thought fit, to approve the amendments to the articles of association of the Company (the “ Articles of Association ”), the rules of procedures for shareholders’ general meetings, the rules of procedures for meetings of the board of directors and the rules of procedures for meetings of the supervisory board (collectively, the “ Rules of Procedures ”), and the board (the “ Board ”) of directors (the “ Directors ”) of the Company be and is hereby authorised to deal with on behalf of the Company the relevant filing and amendment (where necessary) procedures and other related issues arising from the amendments to the Articles of Association and the Rules of Procedures.
FOR [(notes][5][and][6)] AGAINST [(notes][5][and][6)] ABSTAIN [(notes][5][and][6)] (By way of cumulative (By way of cumulative (By way of cumulative ORDINARY RESOLUTIONS voting) (Please insert voting) (Please insert voting) (Please insert the number of votes) the number of votes) the number of votes) 2. To elect the following candidates as Directors for a period commencing from the conclusion of the 2023 first extraordinary general meeting and expiring on the date of the annual general meeting of the Company for the year 2023 and to authorise the Board to enter into service contracts 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 2.01 Mr. Gu Yu 2.02 Mr. Jiang Changlu
Date: 2023 Signature(s) [(note][7)] :
Notes:
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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).
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Please insert full name(s) (in Chinese and in English) and address(es) (as shown in the register of members) in BLOCK CAPITALS .
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Please insert the number of shares of the Company registered in your name(s).
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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.
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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 2023 First EGM other than those referred to in the notice convening the 2023 First EGM.
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Please note that, according to Article 97 of the Articles of Association, the method of cumulative voting will be adopted for the election of directors. Under this method, when two or more directors are being nominated for election, for any share held by the shareholders, they will have the same number of votes which equals to the total number of directors to be elected. Shareholders may cast all their votes on a particular candidate or on multiple candidates. When you fill in the blanks entitled “Cumulative Voting”, please fill them in accordance with the following instructions:
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(i) In relation to resolution number 2, for every share held by you, you will have the same number of voting rights which equals to the number of directors to be elected. For instance, if you are holding 1 million shares and 2 directors will be elected at the general meeting, the aggregate number of votes which you will have will be 2 million (i.e. 1 million shares x 2 = 2 million voting shares).
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(ii) Please fill in the sections entitled “For” and/or “Against” and/or “Abstain” with the number of votes you intend to cast on each candidate. Please note that you may cast your votes on every candidate provided that the total number of votes which you cast do not exceed the number of votes to which you are entitled; cast all your votes which represent the total number of shares held by you multiplied by the total number of directors to be elected on one candidate; or cast your votes which represent the total number of shares held by you multiplied by the total number of directors to be elected on certain candidates. For example, if you are holding 1 million shares, the number of your votes regarding the resolution number 2 is 2 million. You may choose to cast the 2 million votes equally amongst the 2 candidates (For or Against), or to cast all your votes on a single candidate (For or Against).
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(iii) When the total votes, represented by the shares held by you multiplied by the number of directors to be elected, are used up after voting for one of the candidates, you will have no votes remaining to be cast on the remaining candidate. i.e., the total number of both of your “For” and “Against” votes cast shall not exceed the aggregate number of votes to which you are entitled.
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(iv) Please note that when the total votes cast by you on some candidates exceeds the total votes to which you are entitled, all the votes cast will become invalid and be regarded as abstain votes; when the total votes cast by you for some candidates are less than the total votes to which you are entitled, the votes are valid and the remaining votes will be regarded as abstain votes. For example, if you are holding 1 million shares, the number of your votes regarding the resolution number 2 is 2 million: (a) if you fill in the “For” or “Against” or “Abstain” of “cumulative voting” under a particular candidate with “2 million shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the remaining candidate. Should you fill in the blanks under the resolution number 2 with any number of shares (other than 0), all your votes on resolution number 2 will be invalid; or (b) if you fill in the “For” (or “Against”) or “Abstain” of “cumulative voting” under candidate A with “1 million shares” and under candidate B with “0.5 million shares”, the 1.5 million of votes cast by you are valid and the remaining 0.5 million of votes will be regarded as abstain votes.
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(v) Where the “For” votes cast for a particular candidate are more than half of the total number of shares held by all shareholders attending (before cumulation) and where the “For” votes exceed the “Against” votes, the candidate in question will be considered to have won the votes. If the number of candidates who have won the votes exceed the number of directors to be elected, the candidates who obtained more “For” votes should be elected (if some nominees who obtain relatively less “For” votes obtain the same number of “For” votes and election of them will result in the directors to be elected exceeding the number of directors to be elected, such nominees will not be regarded as having won the votes); Where the elected directors at the shareholders general meeting are less than the directors to be elected, new rounds of voting are required to be held for election of the remaining directors until the number of directors to be elected are fulfilled.
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(vi) When a new round of directors election is held pursuant to the (v) above, the calculation of cumulation should be based on the directors to be elected during the round of election in question.
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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.
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Any shareholder entitled to attend and vote at the 2023 First EGM 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 2023 First EGM in person to represent you.
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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 2023 First EGM or any adjournment thereof or appointed time for voting.
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In the case of joint holding, any one of such joint holders may vote at the 2023 First EGM, 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 2023 First EGM, 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.
- Any alternation made to this form of proxy must be initialed by the person(s) who sign(s) it.
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Completion and delivery of this form of proxy will not preclude you from attending and voting at the 2023 First EGM if you wish.
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Shareholders or their proxies shall present proofs of identity when attending the 2023 First EGM.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the extraordinary general meeting of the Company (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Personal Data Privacy Officer, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.