BBMG Corporation — Proxy Solicitation & Information Statement 2025

Oct 30, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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 licensed securities dealer, other licensed corporation, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in BBMG Corporation* (北京金隅集團股份有限公司), you should at once hand this circular and the accompanying proxy form to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, licensed corporation, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

BBMG 金隅

北京金隅集團股份有限公司

BBMG Corporation

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2009)

(1) PROPOSED ELECTION OF DIRECTORS

AND

(2) NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING

The 2025 Second EGM 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 PRC at 2:00 p.m. on Tuesday, 25 November 2025. Notice convening the 2025 Second EGM is set out on pages EGM-1 to EGM-2 of this circular. Proxy form for the 2025 Second EGM is enclosed in this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (https://www.bbmg.com.cn/listco). Shareholders who are eligible to attend and intend to appoint a proxy to attend the 2025 Second EGM shall complete and return the accompanying proxy form in accordance with the instructions printed thereon to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 24 hours before the time fixed for holding the 2025 Second EGM or any adjournment thereof (as the case may be). Completion and return of the proxy forms will not preclude you from attending and voting at the 2025 Second EGM or any adjourned meeting in person should you so desire. A letter from the Board is set out on pages 3 to 6 of this circular.

30 October 2025

• English translation denotes for identification purpose only.

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CONTENTS

DEFINITIONS ... 1

LETTER FROM THE BOARD ... 3

NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING ... EGM-1

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DEFINITIONS

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

“2025 Second EGM”
the 2025 second extraordinary 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 PRC at 2:00 p.m. on Tuesday, 25 November 2025;

“A Share(s)”
the ordinary share(s) with a par value of RMB1.00 each in the share capital of the Company which are listed on the Shanghai Stock Exchange, and are subscribed for and traded in RMB;

“Articles of Association”
the articles of association of the Company, as amended from time to time;

“Board”
the board of Directors;

“Company”
BBMG Corporation* (北京金隅集團股份有限公司), a joint stock company with limited liability incorporated in the PRC, the shares of which are listed on the Shanghai Stock Exchange and the Main Board;

“Director(s)”
the director(s) of the Company;

“H Share(s)”
overseas listed foreign share(s) with a par value of RMB1.00 each in the share capital of the Company which are listed on the Stock Exchange and are subscribed for and traded in Hong Kong dollars;

“Latest Practicable Date”
28 October 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;

“Listing Rules”
The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

“Main Board”
the Main Board of the Stock Exchange;

“PRC”
the People’s Republic of China;

“Securities and Futures Ordinance”
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time;

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DEFINITIONS

"Shareholder(s)" the shareholder(s) of the Company; and

"Stock Exchange" The Stock Exchange of Hong Kong Limited.

• English translation denotes for identification purpose only.

• 2 -

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LETTER FROM THE BOARD

BBMG 金属

北京金隅集團股份有限公司

BBMG Corporation

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2009)

Executive Directors

Jiang Yingwu (Chairman)

Gu Yu

Zheng Baojin

Non-Executive Directors

Gu Tiemin

Hao Liwei

Independent Non-Executive Directors

Liu Taigang

Hong Yongmiao

Tam Kin Fong

Registered Office:

No. 36, North Third Ring East Road,

Dongcheng District, Beijing, the PRC

Principal place of business in Hong Kong:

Room 405, Kai Wong Commercial Building,

222 Queen's Road Central, Hong Kong

30 October 2025

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED ELECTION OF DIRECTORS

AND

(2) NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 27 August 2025 in relation to, amongst others, the proposed election of non-executive Director and independent non-executive Director.

The purpose of this circular is to provide you with detailed information regarding the proposed election of non-executive Director and independent non-executive Director and notice convening the 2025 Second EGM, so as to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the 2025 Second EGM.

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LETTER FROM THE BOARD

2. PROPOSED ELECTION OF DIRECTORS

Pursuant to the meeting of the Board held on 27 August 2025, Mr. Zhao Xinjun (“Mr. Zhao”) has been nominated by the Board to be elected as a non-executive Director of the Company and Ms. Yin Yuanping (“Ms. Yin”) has been nominated by the Board to be elected as an independent non-executive Director of the Company. According to the Articles of Association, the election of Mr. Zhao as a non-executive Director of the Company and Ms. Yin as an independent non-executive Director of the Company (the “Proposed Election”) is subject to the Shareholders’ approval at the 2025 Second EGM.

Biography of Mr. Zhao Xinjun

Mr. Zhao Xinjun (趙新軍), born in February 1967, graduated from China Europe International Business School with an EMBA degree. Mr. Zhao has been accredited as a senior engineer and a senior economist. Since July 2016, Mr. Zhao has served as the chairman of the board, a director, the president and party secretary of Tianshan Material Co., Ltd. (a company listed on the Shenzhen Stock Exchange with stock code 000877.SZ).

Subject to the approval by the Shareholders at the 2025 Second EGM, Mr. Zhao will enter into a service contract and/or appointment letter with the Company for serving as a non-executive Director for a term commencing from the conclusion of the 2025 Second EGM and expiring on the date of the annual general meeting of the Company for the year 2026. Pursuant to the service contract and/or appointment letter, Mr. Zhao will serve as a non-executive Director, and will not separately receive remuneration as a Director. The remuneration arrangement for non-executive Director was approved at the Company’s 2023 annual general meeting held on 6 June 2024.

As at the Latest Practicable Date, save as disclosed above, Mr. Zhao (i) did not hold any other directorships in other listed companies in the past three years; (ii) is not related to any directors, senior management, or substantial or controlling shareholders of the Company; (iii) does not have or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance; and (iv) does not hold any other position in the Company or other members within the Group.

Save as disclosed above, there are no other matters concerning Mr. Zhao that need to be brought to the attention of the shareholders of the Company or the Stock Exchange nor any information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Biography of Ms. Yin Yuanping

Ms. Yin Yuanping (尹援平), born in March 1956, holds a bachelor’s degree in economics. Ms. Yin has been appointed as an independent non-executive director of BAIC Motor Corporation Limited* (stock code: 01958.HK and a company listed on the main board of The Stock Exchange of Hong Kong Limited) since 24 March 2021. Ms. Yin currently serves as vice president of the China Enterprise Confederation/China Enterprise Directors Association. Ms. Yin has more than 30 years of experience in enterprise management. Since 1989, Ms. Yin has served as a deputy president and deputy editor-in-chief, president and editor-in-chief of the enterprise management publishing house of

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LETTER FROM THE BOARD

the China Enterprise Confederation/China Enterprise Directors Association, and vice president, executive vice president as well as secretary of the party committee and executive vice president of the China Enterprise Confederation/China Enterprise Directors Association, and president at the China Enterprise Management Science Foundation (中國企業管理科學基金會) and vice president of the China Enterprise Confederation/China Enterprise Directors Association.

Subject to the approval by the Shareholders at the 2025 Second EGM, Ms. Yin will enter into a service contract and/or appointment letter with the Company for serving as a Director for a term commencing on the conclusion of the extraordinary general meeting relating to the Proposed Election and expiring on the date of the annual general meeting of the Company for the year 2026 along with the current seventh session of the Board. Ms. Yin’s remuneration will be RMB150,000 per annum based on the corporate policy on directors’ remuneration of the Company as well as her workload and responsibilities. The annual remuneration for independent non-executive Director has been approved at the 2023 annual general meeting of the Company held on 6 June 2024.

Ms. Yin also confirmed that (i) she meets the independence criteria as set out in Rule 3.13 of the Listing Rules; (ii) she has no past or present financial or other interest in the business of the Group or any connection with any core connected person (as defined under the Listing Rules) of the Company, and (iii) there are no other factors that may affect her independence at the time of her appointment.

As at the Latest Practicable Date, save as disclosed above, Ms. Yin (i) did not hold any other directorships in other listed companies in the past three years; (ii) is not related to any directors, senior management, or substantial or controlling shareholders of the Company; (iii) does not have or is not deemed to have, any interests in the shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance; and (iv) does not hold any other position in the Company or other members within the Group.

Save as disclosed above, there are no other matters concerning Ms. Yin that need to be brought to the attention of the shareholders of the Company or the Stock Exchange nor any information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

3. THE 2025 SECOND EGM

The 2025 Second EGM 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 PRC at 2:00 p.m. on Tuesday, 25 November 2025. Notice convening the 2025 Second EGM is set out on pages EGM-1 to EGM-2 of this circular.

Proxy form for the 2025 Second EGM is enclosed in this circular and published on the websites of the Stock Exchange (www.hkex.com.hk) and the Company (https://www.bbmg.com.cn/listco). Shareholders who are eligible to attend and intend to appoint a proxy to attend the 2025 Second EGM shall complete and return the proxy forms in accordance with the instructions printed thereon to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 24 hours before the time fixed for holding the 2025 Second EGM or any

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LETTER FROM THE BOARD

adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting at the 2025 Second EGM or any adjourned meeting in person should you so desire.

To determine the eligibility of the holders of H Shares to attend and vote at the 2025 Second EGM, the register of the holders of H Shares of the Company will be closed from Wednesday, 19 November 2025 to Tuesday, 25 November 2025 (both days inclusive). During this period, no transfer of H Shares will be registered. Any holder of the H Shares, whose name appears on the Company's register of members on Tuesday, 25 November 2025, is entitled to attend and vote at the 2025 Second EGM. In order for the holders of H Shares to be qualified to attend and vote at the 2025 Second EGM, all transfer documents accompanied by the relevant H Share certificates must be lodged with the Company's H share registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 18 November 2025. For the notice of 2025 Second EGM applicable to holders of A Shares and the relevant proxy form, please refer to the announcement of the Company dated 30 October 2025 on the Shanghai Stock Exchange.

4. VOTING BY WAY OF POLL

In accordance with the relevant provisions of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. As such, the resolutions set out in the notice of 2025 Second EGM will be voted by poll.

5. RECOMMENDATIONS

The Board believes that the resolutions set out in the notice of the 2025 Second EGM are in the interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends that all Shareholders vote in favour of the resolutions to be proposed as set out in the notice of 2025 Second EGM.

6. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

For and on behalf of the Board

BBMG Corporation*

Jiang Yingwu

Chairman

• English translation denotes for identification purpose only.

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NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING

BBMG 金属

北京金隅集團股份有限公司

BBMG Corporation

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2009)

NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2025 second extraordinary general meeting (the “2025 Second EGM”) of BBMG Corporation* (北京金隅集團股份有限公司) (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, 25 November 2025 at 2:00 p.m..

Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 30 October 2025.

ORDINARY RESOLUTIONS

1. To elect the following candidate as a Director for a period commencing from the conclusion of the 2025 Second EGM and expiring on the date of the annual general meeting of the Company for the year 2026 and to authorise the Board to enter into service contract and/or appointment letter with the newly elected Director 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.

Mr. Zhao Xinjun

1. To elect the following candidate as an independent non-executive Director for a period commencing from the conclusion of the 2025 Second EGM and expiring on the date of the annual general meeting of the Company for the year 2026 and to authorise the Board to enter into service contract and/or appointment letter with the newly elected Director 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.

Ms. Yin Yuanping

By Order of the Board

BBMG Corporation*

Jiang Yingwu

Chairman

Beijing, the PRC, 30 October 2025

• EGM-1 -

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NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING

Notes:

1. To determine the eligibility of the holders of H Shares to attend and vote at the 2025 Second EGM, the register of the holders of H Shares of the Company will be closed from Wednesday, 19 November 2025 to Tuesday, 25 November 2025 (both days inclusive). During this period, no transfer of H Shares will be registered. Any holder of the H Shares, whose name appears on the Company's register of members on Tuesday, 25 November 2025, is entitled to attend and vote at the 2025 Second EGM. In order for the holders of H Shares to be qualified to attend and vote at the 2025 Second EGM, all transfer documents accompanied by the relevant H Share certificates must be lodged with the Company's H share registrar not later than 4:30 p.m. on Tuesday, 18 November 2025.

The address of the Company's H share registrar, Computershare Hong Kong Investor Services Limited is as follows:

Shops 1712-1716
17th Floor
Hopewell Centre
183 Queen's Road East Wanchai, Hong Kong

For the notice of 2025 Second EGM applicable to holders of A Shares and the relevant form of proxy, please refer to the announcement of the Company to be published on the Shanghai Stock Exchange in due course.

1. Any Shareholder entitled to attend and vote at the general meeting convened by the above notice is entitled to appoint a proxy to attend and to vote in his/her/its stead. A proxy needs not be a Shareholder.

2. Where there are joint holders of any H shares in the issued share capital of the Company, any one of such persons may vote at the general meeting, either personally or by proxy, in respect of such Share as if he/she/it were solely entitled thereto; but if more than one of such joint holders is present at the 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 holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the H shares of the Company in respect of such joint holding.

3. For holders of H Shares, in order to be valid, the proxy form duly completed and signed in accordance with the instructions printed thereon, together with the power of attorney or other authority (if any) under which it is signed, and a notarially certified copy of such power of attorney, must be deposited with 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, not later than 24 hours before the time fixed for holding the general meeting or any adjourned meeting as the case may be.

4. The resolutions as set out above are required to be determined by way of poll under the Hong Kong Listing Rules.

5. All times and dates specified herein refer to local times and dates of Beijing, the PRC.

6. English translation denotes for identification purpose only.

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