BBMG Corporation — Proxy Solicitation & Information Statement 2025

Mar 30, 2025

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)

FORM OF PROXY FOR USE AT THE

ANNUAL GENERAL MEETING TO BE HELD ON 23 MAY 2025

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)

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 Friday, 23 May 2025 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		FOR (note 6)	AGAINST (note 6)	ABSTAIN (note 6)
1.	To approve the 2024 annual report and its summary and the results announcement of the Company for the year ended 31 December 2024.
2.	To approve the report of the board of directors ("Directors") of the Company (the "Board") for the year ended 31 December 2024.
3.	To approve the report of the Supervisory Board of the Company for the year ended 31 December 2024.
4.	To approve the audited accounts of the Company for the year ended 31 December 2024.
SPECIAL RESOLUTION		FOR (note 6)	AGAINST (note 6)	ABSTAIN (note 6)
5.	To approve the resolution in relation to the Shareholders Return Plan in the Next Three Years (2024-2026) of the Company.
ORDINARY RESOLUTIONS		FOR (note 6)	AGAINST (note 6)	ABSTAIN (note 6)
6.	To approve the proposal on profit distribution for the year ended 31 December 2024.

• For identification purposes only

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ORDINARY RESOLUTIONS		FOR (note 6)	AGAINST (note 6)	ABSTAIN (note 6)
7.	To approve (1) the audit fee of the Company for the year ended 31 December 2024 in an amount of RMB6,600,000; and (2) the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the auditor for the financial report and internal control of the Company for the year ending 31 December 2025 for a term ending on the date of the annual general meeting of the Company for the year of 2025, and to authorize the Board to implement the resolution.
8.	To approve the remuneration plan of the executive Directors of the Company for the year ended 31 December 2024.
SPECIAL RESOLUTION		FOR (note 6)	AGAINST (note 6)	ABSTAIN (note 6)
9.	To approve the granting of a general mandate to the Board to issue, allot and otherwise deal with (1) additional A shares of the Company not exceeding 20% of the A shares in issue; and (2) additional H shares of the Company not exceeding 20% of the H shares in issue, and to authorize the Board to make such corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment and issue of the new shares.
ORDINARY RESOLUTIONS		FOR (note 6)	AGAINST (note 6)	ABSTAIN (note 6)
10.	To approve the proposal on authorization of the guarantee plan to be provided by the Company to its subsidiaries for the year ending 31 December 2025.
11.	To approve the estimated new cap for the financial assistance of the Company for the year ending 31 December 2025.
12.	To approve the resolution in relation to the satisfaction of the conditions of the issuance of corporate bonds by the Company.
SPECIAL RESOLUTIONS		FOR (note 6)	AGAINST (note 6)	ABSTAIN (note 6)
13.	To approve the resolution in relation to the issuance of corporate bonds:
	13.01 Size of issuance
	13.02 Par value and issue price
	13.03 Variety of bonds
	13.04 Term of bonds
	13.05 Coupon rate of bonds and method of determination
	13.06 Issuance target
	13.07 Utilization of proceeds
	13.08 Arrangements for placing to shareholders of the Company
	13.09 Exchanges to be listed
	13.10 Guarantee arrangement
	13.11 Repayment guarantee measures
	13.12 Validity period of the resolution
14.	To approve the resolution in relation to the authorization of the Board or the person(s) authorized by the Board to handle matters related to the issuance of corporate bonds.

Date: __ 2025
Signature(s) (note 8): __

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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 28 March 2025 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 (“ü”) the relevant box marked “FOR”. If you wish to vote against any resolution, please tick (“ü”) the relevant box marked “AGAINST”. If you wish to abstain from voting on any resolution, please tick (“ü”) 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 but in such event the proxy form shall be deemed to be revoked.

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

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 AGM (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 of Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.