THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or 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 form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

BBOG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)

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

AND

NOTICE OF ANNUAL GENERAL MEETING

The 2024 AGM 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 Friday, 23 May 2025. Notice convening the AGM is set out on pages AGM-1 to AGM-10 of this circular. Proxy form for the 2024 AGM 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 2024 AGM 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 2024 AGM or any adjournment thereof (as the case maybe). Completion and return of the proxy form will not preclude you from attending and voting in person at the 2024 AGM or any adjourned meeting should you so desire. A letter from the Board is set out on pages 3 to 6 of this circular.

28 March 2025

English translation denotes for identification purpose only.

CONTENTS

Pages

DEFINITIONS 1

LETTER FROM THE BOARD

INTRODUCTION 3
MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING 4
ANNUAL GENERAL MEETING 4
CLOSURE OF REGISTER OF MEMBERS OF H SHARES 5
VOTING BY WAY OF POLL 5
RECOMMENDATIONS 6
RESPONSIBILITY STATEMENT 6

APPENDIX MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING 7

NOTICE OF ANNUAL GENERAL MEETING AGM-1

DEFINITIONS

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

“2024 AGM” or “AGM”
the annual 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 Friday, 23 May 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 of the Stock Exchange

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

“Final Dividend”
the final dividend proposed to be distributed of RMB0.05 per Share (before deduction of applicable tax) for the year ended 31 December 2024

“Group”
the Company and all of its subsidiaries

“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

“HK$” or “Hong Kong Dollars”
Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”
the Hong Kong Special Administrative Region of the PRC

“Listing Rules”
The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

“PRC”
the mainland of the People’s Republic of China, for the purpose of this circular and geographical reference only, excluding Hong Kong, Macau Special Administrative Region and Taiwan

DEFINITIONS

“RMB”	Renminbi, the lawful currency of the PRC
“Shareholder(s)”	the shareholder(s) of the Company
“Securities and Futures Ordinance”	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supervisor(s)”	the supervisor(s) of the Company
“Supervisory Board”	the supervisory board of the Company
“%”	per cent

LETTER FROM THE BOARD

BBMG 會議

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)

Board of Directors:

Executive Directors:
Jiang Yingwu (Chairman)
Gu Yu
Jiang Changlu
Zheng Baojin

Non-Executive Directors:
Gu Tiemin
Hao Liwei

Independent Non-Executive Directors:
Liu Taigang
Hong Yongmiao
Tam Kin Fong

Registered Office:
Tower D, Global Trade Center
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

28 March 2025

To the Shareholder

Dear Sir or Madam,

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you the notice of AGM and the information on the proposed resolutions to be considered at the AGM to enable you to make an informed decision on whether to vote for or against these resolutions at the AGM.

English translation denotes for identification purpose only.

LETTER FROM THE BOARD

2. MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

The matters to be resolved at the AGM is set out in the notice of AGM on pages AGM-1 to AGM-10 of this circular.

The ordinary resolutions to be proposed at the AGM for consideration and approval by the Shareholders include: (1) to consider and, if thought fit, 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 consider and, if thought fit, to approve the report of the Board of Directors of the Company for the year ended 31 December 2024; (3) to consider and, if thought fit, to approve the report of the Supervisory Board of the Company for the year ended 31 December 2024; (4) to consider and, if thought fit, to approve the audited accounts of the Company for the year ended 31 December 2024; (5) to consider and, if thought fit, to approve the proposal on profit distribution for the year ended 31 December 2024; (6) to consider and, if thought fit, to approve the audit fee of the Company for the year ended 31 December 2024 and 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; (7) to consider and, if thought fit, to approve the remuneration plan of the executive Directors of the Company for the year ended 31 December 2024; (8) to consider and, if thought fit, to approve the resolution on authorization of the guarantee plan to be provided by the Company to its subsidiaries in 2025; (9) to consider and, if thought fit, to approve the resolution in relation to the estimated new cap for the financial assistance of the Company for the year ending 31 December 2025; and (10) to consider and, if thought fit, to approve the resolution in relation to the satisfaction of the conditions of the issuance of corporate bonds by the Company.

The special resolutions to be proposed at the AGM for consideration and approval by the Shareholders include: (1) to consider and, if thought fit, to approve the resolution in relation to the Shareholders Return Plan in the Next Three Years (2024-2026) of the Company; (2) the proposed granting of general mandate to the Board of Directors to issue additional A Shares and/or H Shares of the Company; (3) to consider and, if thought fit, to approve the resolution in relation to the issuance of corporate bonds; and (4) to consider and, if thought fit, to approve the authorization to the Board or the person(s) authorized by the Board to handle matters related to the issuance of corporate bonds.

In order to enable you to have a better understanding of the above resolutions and to make an informed decision thereon with sufficient and necessary information available, we have provided detailed information to the Shareholders in Appendix I set out in this circular, which includes the information and explanation on the resolutions proposed to be passed at the AGM.

3. ANNUAL GENERAL MEETING

LETTER FROM THE BOARD

Proxy form for the AGM 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 AGM shall complete and return the 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 AGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjourned meeting in person should you so desire, but in such event the proxy form shall be deemed to be revoked.

4. CLOSURE OF THE REGISTER OF MEMBERS OF H SHARES

To determine the eligibility of the holders of H Shares to attend and vote at the AGM, the register of the holders of H Shares of the Company will be closed from Tuesday, 20 May 2025 to Friday, 23 May 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 Friday, 23 May 2025, is entitled to attend and vote at the AGM. In order for the holders of H Shares to be qualified to attend and vote at the AGM, all transfer documents accompanied by the relevant H Share certificates must be lodged with the Company’s H share registrar at Shops 1712-1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 19 May 2025. For the notice of AGM applicable to holders of A Shares and the relevant form of proxy, please refer to the announcement of the Company dated 28 March 2025 on the Shanghai Stock Exchange.

If the resolution is approved by the Shareholders at the AGM, the Final Dividend is expected to be paid on or before Wednesday, 9 July 2025 to H shareholders whose names appear on the Company’s H share register of members on Monday, 9 June 2025 (the “Record Date”). The H share register of members of the Company will be closed from Monday, 2 June 2025 to Monday, 9 June 2025 (both days inclusive), to determine qualifications of H Shareholders to receive the Final Dividend. In order to qualify for the Final Dividend, 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, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:30 p.m. on Friday, 30 May 2025.

5. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the AGM must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Poll results will be announced by the Company in accordance with Rule13.39(5) and 13.39(5A) of the Listing Rules after the conclusion of the AGM. To the best of knowledge, information and belief of the Directors, no Shareholder was required to abstain from voting at the AGM under the Listing Rules.

LETTER FROM THE BOARD

6. RECOMMENDATIONS

The Directors consider that all the proposed resolutions set out in the notice of AGM for consideration and approval by Shareholders are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

7. 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.

APPENDIX

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE 2024 ANNUAL REPORT AND ITS SUMMARY AND THE RESULTS ANNOUNCEMENT OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2024

For details of the annual report and its summary and the results announcement of the Company for the year ended 31 December 2024, please refer to its annual report and its summary and the results announcement published or to be published by the Company on the website of the Stock Exchange (https://www.hkexnews.hk) and the website of the Company (https://www.bbmg.com.cn/listco) not less than 21 days before the 2024 AGM.

This resolution has been considered and approved at the Board meeting, and is being proposed as an ordinary resolution for consideration and approval at the 2024 AGM.

TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE REPORT OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2024

For details of the Company's report of the Board of Directors for the year ended 31 December 2024, please refer to the Report of Directors set out in the 2024 Annual Report of the Company to be published by the Company on the website of the Stock Exchange (https://www.hkexnews.hk) and the website of the Company (https://www.bbmg.com.cn/listco) before the 2024 AGM.

This resolution has been considered and approved at the Board meeting, and is being proposed as an ordinary resolution for consideration and approval at the 2024 AGM.

TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE REPORT OF THE SUPERVISORY BOARD OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2024

For details of the Company's report of the Supervisory Board for the year ended 31 December 2024, please refer to the Report of the Supervisory Board set out in the 2024 Annual Report of the Company to be published by the Company on the website of the Stock Exchange (https://www.hkexnews.hk) and the website of the Company (https://www.bbmg.com.cn/listco) not less than 21 days before the 2024 AGM.

This resolution has been considered and approved at the Board meeting, and is being proposed as an ordinary resolution for consideration and approval at the 2024 AGM.

TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE AUDITED ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2024

For details of the Company's audited accounts for the year ended 31 December 2024, please refer to the financial statements set out in the 2024 Annual Report of the Company to be published by the Company on the website of the Hong Kong Stock Exchange (https://www.hkexnews.hk) and the website of the Company (https://www.bbmg.com.cn/listco) not less than 21 days before the 2024 AGM.

APPENDIX

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

This resolution has been considered and approved at the Board meeting, and is being proposed as an ordinary resolution for consideration and approval at the 2024 AGM.

5. TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE RESOLUTION IN RELATION TO THE SHAREHOLDERS RETURN PLAN IN THE NEXT THREE YEARS (2024-2026) OF THE COMPANY

In accordance with the "Notice on Further Implementation of Matters Related to Cash Dividends of Listed Companies", the "Guidelines for the Supervision of Listed Companies No. 3 – Cash Dividends of Listed Companies" and other relevant laws and regulations, the Company has formulated the Shareholders Return Plan for BBMG Corporation in the Next Three Years (2024-2026) (hereinafter referred to as the "Plan") to continuously push the Company to improve a continuous, stable and scientific profit distribution mechanism, actively return to Shareholders, guide investors to form an expectation on stable investment return, and protect the legitimate rights and interests of investors. The Plan has been reviewed and approved by the fourth meeting of the Company's seventh session of the Board held on 30 August 2024 and still needs to be submitted to the 2024 AGM for review. This resolution is being proposed as a special resolution for consideration and approval at the 2024 AGM. The specific contents are as follows:

I. The Main Considerations for the Plan

The Company comprehensively considers factors such as the Company's strategic development plan, industry characteristics, and the Company's actual operating conditions, and on the basis of fully considering the interests of Shareholders, establishes a continuous, stable, and scientific return plan and mechanism for investors, thereby making systematic arrangements for profit distribution in the next three years to ensure the continuity and stability of the profit distribution policy.

II. Principles for the Development of the Plan

In compliance with relevant national laws and regulations and the Company's Articles of Association:

(1) The Company's profit distribution policy shall maintain continuity and stability, while taking into account the long-term interests of the Company, the overall interests of all Shareholders and the sustainable development of the Company;

(2) The Company fully listens to and considers the opinions of small and medium-sized Shareholders and attaches importance to providing reasonable investment returns to investors;

(3) Cash dividends is considered as the preferred method for profit distribution.

APPENDIX

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

III. The Company’s Shareholder Return Plan for 2024-2026

(1) Form of profit distribution: The Company distributes dividends in cash, shares or a combination of cash and shares. Under certain circumstances, the Company should give priority to the form of cash.

(2) Proportion or amount of cash dividends:

On the premise that cash flows can meet normal operations and long-term development, the Company’s profit distribution target for the next three years is, in principle, to pay a cash dividend of no less than RMB0.05 per share (tax included) each year and the total cash dividend shall not be less than 30% of the audited net profit attributable to Shareholders of the listed Company in that year.

(3) The Company’s cash dividends in the next three years shall meet the following conditions:

Except for special circumstances, the Company is profitable in that particular year and the accumulated retained earnings are positive, and the Company’s cash flows can meet the Company’s normal operations and sustainable development;

The above-mentioned special circumstances refer to the occurrence of major investments or major cash expenditures of the Company (excluding fundraising projects). Major investments or major cash expenditures refer to matters that need to be reviewed and approved by the Shareholders’ general meeting in accordance with relevant laws and regulations and the Company’s Articles of Association.

IV. Decision-Making and Implementation Mechanism of Profit Distribution Plan

(1) The Company’s profit distribution plan shall be drafted by the management and submitted to the Board for review. After the Board reaches a resolution, it shall be submitted to the Shareholders’ general meeting for review.

(2) The Board shall, under the premise of fully considering the Company’s ability to sustain its operation, ensuring the funds required for normal production and business development, and attaching importance to reasonable returns to investors, fully study and demonstrate the preliminary profit distribution plan is in accordance with the provisions of the Articles of Association. In the process of demonstrating and making decisions on the preliminary profit distribution plan and the making any adjustments to the established profit distribution policy, the Board shall communicate and exchange opinions with the independent non-executive directors in advance and fully listen to the opinions and requirements of the independent non-executive directors; in the process of demonstrating and making decisions on the preliminary profit distribution plan and making adjustments to the established profit distribution policy, at the Company’s Shareholders’ general meeting, the Company may communicate and exchange opinions

APPENDIX

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

with small and medium-sized Shareholders through various means, including making full use of the investor relations hotline (platform), and fully listen to the opinions and requirements of small and medium-sized Shareholders.

(3) The Supervisory Board shall review the preliminary profit distribution plan and have it approved by the Supervisory Board.

(4) When the Company plans not to distribute cash dividends due to the aforementioned special circumstances, the Board shall make a special explanation on the specific reasons for not distributing cash dividends, the specific planned use of the Company's retained earnings and the expected investment income and etc. shall be submitted to the Shareholders' general meeting for review after taking into consideration of the opinions of the independent non-executive directors, and the above arrangements shall be disclosed in the media designated by the Company.

V. Adjustment Mechanism of the Plan

If the Company needs to adjust its profit distribution policy due to significant changes in the external business environment or its own business conditions, the profit distribution policy may be adjusted. The Company's adjustments to the profit distribution policy shall comply with the conditions stipulated in the Articles of Association, and after detailed discussion and full listening and consideration of the opinions of Shareholders (especially small and medium-sized Shareholders), independent non-executive directors and the Supervisory Board, it shall be submitted to the Company's Shareholders' general meeting for approval after deliberation by the Board and approved by more than two-thirds of the voting rights held by Shareholders attending the Shareholders' general meeting.

VI. Other Matters

Matters not covered in the Plan shall be implemented in accordance with relevant laws, regulations, normative documents and the Articles of Association. The Board is responsible for interpreting the Plan, which will take effect from the date of approval by the 2024 AGM of the Company.

6. TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE FOLLOWING PROPOSAL FOR PROFIT DISTRIBUTION

The proposal on profit distribution for the year ended 31 December 2024 is as follows:

Proposed profit distribution: cash dividend of RMB0.05 per share (before tax) based on the Company's total share capital of 10,677,771,134 shares as at 31 December 2024, totaling RMB533,888,556.70.

The Board shall be authorized to deal with matters relating to the Final Dividend for the year ended 31 December 2024.

APPENDIX

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

This resolution has been considered and approved at the Board meeting, and is being proposed as an ordinary resolution for consideration and approval at the 2024 AGM.

In the event of any change in the total share capital of the Company after the date of this circular but before the Record Date on which the register of members is closed for implementing payment of the Final Dividend, the total distribution amount will be kept unchanged and the distribution amount per share will be adjusted on a pro-rata basis accordingly. In the event of subsequent changes in the total share capital, the Company will make further announcement on specific adjustments.

According to the Law on Enterprise Income Tax of the People's Republic of China and its implementing rules which came into effect on 1 January 2008, the Company is required to withhold enterprise income tax at the rate of 10% before distributing the final dividend to non-resident enterprise shareholders whose names appear on the Company's H share register of members. Any H Shares registered in the name of non-individual registered shareholders, including HKSCC Nominees Limited, other nominees, trustees or other groups and organizations, shall be deemed as shares held by non-resident enterprise shareholders and therefore their dividends receivables will be subject to the withholding of the enterprise income tax. The Company will not withhold individual income tax in respect of the dividends payable to any natural person shareholders whose names appear on the Company's H share register of members on the Record Date.

The Company will withhold payment of the enterprise income tax strictly in accordance with the relevant laws or requirements of the relevant governmental departments and strictly based on what has been registered on the Company's H share register of members on the Record Date. The Company assumes no liability whatsoever in respect of and will not entertain any claims arising from any delay in, or inaccurate determination of, the status of the shareholders or any disputes over the mechanism of withholding of enterprise income tax.

Profit Distribution for Investors of Northbound Trading

For investors (including enterprises and individuals) investing in the A shares of the Company listed on the Shanghai Stock Exchange through Hong Kong Stock Exchange (the "Northbound Trading"), their dividends will be distributed in RMB by the Company through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited to the account of the nominee holding such shares. The Company will withhold and pay income taxes at the rate of 10% on behalf of those investors and will report to the tax authorities for the withholding. For investors of Northbound Trading who are tax residents of other countries and whose country of tax residency is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of lower than 10%, those enterprises and individuals may, or may entrust a withholding agent to, apply to the competent tax authorities of the Company for the entitlement of the rate under such tax treaty. Upon approval by the competent tax authorities, the paid amount in excess of the tax payable based on the tax rate under such tax treaty will be refunded to those enterprises and individuals by the competent tax authorities. The record date and the date of distribution of cash dividends and other arrangements for the investors of Northbound Trading will be the same as those for the holders of A Shares.

11 -

APPENDIX

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

Profit Distribution for Investors of Southbound Trading

For investors (including enterprises and individuals) investing in the H Shares listed on Hong Kong Stock Exchange through the Shanghai Stock Exchange (the "Southbound Trading"), in accordance with the Agreement on Distribution of Cash Dividends of H Shares for Southbound Trading (港股通H股股票現金紅利派發協議) signed between the Company and the Shanghai Branch of China Securities Depository and Clearing Corporation Limited, the Shanghai Branch of China Securities Depository and Clearing Corporation Limited, as the nominee of the holders of H Shares for Southbound Trading, will receive cash dividends distributed by the Company and distribute the cash dividends to the relevant investors of H Shares of Southbound Trading through its depositary and clearing system.

The cash dividends for the investors of H Shares of Southbound Trading will be paid in RMB.

Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect (關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知) (Caishui [2014] No. 81), for dividends received by domestic individual investors from investing in H Shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the companies of such H Shares shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The companies of such H Shares will not withhold and pay the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax payable themselves.

The record date and the date of distribution of cash dividends and other arrangements for the investors of Southbound Trading will be the same as those for the holders of H Shares.

H Shareholders of the Company are recommended to consult their own tax advisers on the relevant tax impact in the PRC, Hong Kong and other countries (regions) on the possession and disposal of H Shares of the Company.

Investors should note that the Company has no obligation and will not be responsible for confirming the identities of any Shareholders. The Company will withhold and pay for the enterprise income tax, strictly in accordance with the Tax Law and the relevant rules and regulations, based on the information contained in the Register of Members of H Shares on the Record Date. The Company owes no liability whatsoever in respect of and will not entertain any claims arising from any delay in, or inaccurate determination of, the status of the shareholders or any disputes over the withholding arrangement.

12 -

APPENDIX

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE AUDIT FEE OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2024 AND 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

Reference are made to (i) the matters resolved at the annual general meeting and the notice of the annual general meeting of the Company dated 29 April 2024; (ii) the announcement of the Company dated 6 June 2024 in relation to, among other things, the appointment of Ernst & Young Hua Ming LLP ("Ernst & Young") as the independent auditor of the Company for the year ended 31 December 2024 for a term ending on the date of the annual general meeting of the Company for 2024; and (iii) the announcement of the Company dated 14 January 2025 in relation to the proposed change of auditor for the year ending 31 December 2025.

Pursuant to the relevant requirements of the Administrative Measures for the Appointment of Accounting Firms by State-owned Enterprises and Listed Companies (Cai Hui [2023] No.4) («國有企業、上市公司選聘會計師事務所管理辦法》(財會[2023]4號)) issued by the Ministry of Finance, the State-owned Assets Supervision and Administration Commission of the State Council and the China Securities Regulatory Commission of the People's Republic of China, as Ernst & Young has been providing audit services to the Company for consecutive years, and for the purpose of ensuring the independence and objectivity of the audit work of the Company, as well as considering collectively factors such as the business development and the audit work requirements of the Company, the Company has conducted tender and bidding procedures, and Deloitte Touche Tohmatsu Certified Public Accountants LLP ("Deloitte") has become the successful bidder. Deloitte is, therefore, proposed to be engaged as the auditor for the financial report and internal control of the Company for the year ending 31 December 2025 (the "Proposed Change of Auditor").

Based on the recommendations of the audit committee of the Company (the "Audit Committee"), the Board proposes to appoint Deloitte as the auditor for the financial report and internal control of the Company for the year ending 31 December 2025. The proposed appointment is subject to submission to the general meeting of the Company for the consideration and approval by the Shareholders.

The Board and the Audit Committee have reviewed the qualifications, competence and experience of Deloitte, and are of the view that it has met the regulatory requirements in terms of its qualifications, professional competence, independence and integrity.

The Company has adequate communication with Ernst & Young and Deloitte on the matters in relation to the Proposed Change of Auditor, and each of Ernst & Young and Deloitte has no disagreements. Ernst & Young and Deloitte will actively communicate and cooperate their work in accordance with the relevant requirements of Auditing Standard for Certified Public Accountants of China No. 1153 - Communication between Predecessor and Successor Certified Public Accountants(《中國註冊會計師審計準則第1153號—前任註冊會計師和後任註冊會計師的溝通》). Ernst & Young has provided a written confirmation to the Company that there are no matters in relation to the Proposed Change of Auditor needed to be brought to the attention of the Shareholders.

13 -

APPENDIX

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

The Board and the Audit Committee have also confirmed that there were no disagreements or unresolved matters in relation to the Proposed Change of Auditor between Ernst & Young and the Board needed to be brought to the attention of the Shareholders.

In accordance with the provisions of the Articles of Association and the audit requirements for the year 2025, the Board submits resolutions to the AGM to consider and, if thought fit, 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 this resolution.

This resolution has been considered and approved at the Board meeting, and is being proposed as an ordinary resolution for consideration and approval at the 2024 AGM.

8. TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE REMUNERATION PLAN OF THE EXECUTIVE DIRECTORS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2024

Based on the relevant provisions of the remuneration management of the Company and its performance for the year ended 31 December 2024, the Company proposed to determine the remuneration of executive Directors for the year ended 31 December 2024 as follows:

Unit: RMB

Name of Director	Position	Total remuneration
Jiang Yingwu	Chairman of the Board and executive Director	828,414.60
Gu Yu	Executive Director and general manager	615,814.60
Jiang Changlu	Executive Director	718,344.90
Zheng Baojin	Executive Director and deputy general manager	710,411.10

This resolution has been considered and approved at the Board meeting, and is being proposed as an ordinary resolution for consideration and approval at the 2024 AGM.

APPENDIX

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE GRANTING OF A GENERAL MANDATE (THE “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 (TOGETHER WITH THE A SHARES, THE “SHARES”) 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 SUCH NEW SHARES

At the last annual general meeting of the Company held on 6 June 2024, a general mandate was given to the Directors to exercise all powers of the Company to allot, issue and otherwise deal with the ordinary shares in the capital of the Company not exceeding 20% of the total par value of share capital then in issue on 6 June 2024. Such general mandate will expire at the conclusion of the 2024 AGM.

A special resolution will be proposed at the 2024 AGM to grant the General Mandate to the Board to allot, issue and otherwise deal with A Shares and H Shares of the Company up to the limit of 20% of each of the aggregate number of the A Shares and H Shares of the Company, respectively, in issue on the date of passing such resolution in order to ensure flexibility and discretion to the Board to issue new shares when it becomes appropriate.

As at 28 March 2025, the issued share capital of the Company comprised 8,339,006,264 A Shares and 2,338,764,870 H Shares. Subject to the approval of the grant of the General Mandate and on the basis that no further shares will be issued before the 2024 AGM, the Board will have the power to issue up to 1,667,801,252 A Shares and 467,752,974 H Shares.

The General Mandate shall be effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the 12-month period following the passing of the resolution; or (iii) the revocation or variation of the authority given under this resolution by passing of a special resolution of the Company at a general meeting.

Any exercise of the power by the Board under the General Mandate shall comply with the relevant requirements of the Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC. According to the relevant PRC laws and regulations, the Company will need to seek approval of the Shareholders at a general meeting for any issue of A Shares even if the General Mandate is granted, but will not be required to seek the approval of the Shareholders at class meetings of A Shares and H Shares.

The Board intends to propose to the 2024 AGM that:

(1) subject to the approvals of China Securities Regulatory Commission and the relevant authorities of the PRC being given and in accordance with the relevant requirements of the Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC, an unconditional General Mandate be and is hereby granted to the Board to exercise during the

APPENDIX

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

Relevant Period (as defined below) all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional A Shares and H Shares on such terms and conditions as the Board may determine and that, in the exercise of their powers to allot, issue and deal with Shares, the mandate granted to the Board shall include (without limitation):

(i) to formulate and implement the detailed issue proposal which includes, without limitation, the class of new shares to be issued, the pricing mechanism and/or the issue price (including the price range), the number of shares to be issued, the target subscribers and the use of proceeds; to determine the timing of the issue and the issue period, and to decide whether to place to existing shareholders of the Company;

(ii) to consider and approve and execute on behalf of the Company agreements relating to the issue, including but not limited to placing and underwriting agreements, engagement agreements with intermediaries;

(iii) to consider and approve and execute statutory documents relating to the proposed issuance on behalf of the Company which shall be submitted to the relevant regulatory authorities;

(iv) to fulfill the relevant approval procedures in accordance with the requirements of the regulatory authorities and at the locality where the Company is listed;

(v) to make necessary amendments to the relevant agreements and statutory documents mentioned in (ii) and (iii) of above in accordance with the requirements of domestic and foreign regulatory authorities;

(vi) to affix the seal of the Company on the agreements and statutory documents relating to the proposed issuance;

(vii) to engage intermediaries in connection with the proposed issuance and to approve and execute all actions, deeds, documents and such other matters that are necessary, appropriate, commendable or relevant to the issue; and

(viii) to approve the increase of the registered capital of the Company, make relevant amendments to the Articles of Association relating to the total capital and shareholding structure, and fulfill the relevant registration and filing procedures pursuant to the domestic and foreign legal requirements, after the issue of the new shares.

(2) the exercise of the powers referred to in paragraph (1) above shall be within the Relevant Period, except that the Board may enter into or grant offers, agreements, or options in relation to the issue of A Shares and/or H Shares during the Relevant Period, which may require further action or implementation after the end of the Relevant Period; and

(3) for the purposes of this resolution: "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

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APPENDIX

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the 12-month period following the passing of this resolution; and
(iii) the revocation or variation of the authority given to the Board under this resolution by passing of a special resolution of the Company in a general meeting.

This resolution has been considered and approved at the Board meeting, and is being proposed as a special resolution for consideration and approval at the 2024 AGM.

10. TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE RESOLUTION ON AUTHORIZATION OF THE GUARANTEE PLAN TO BE PROVIDED BY THE COMPANY TO ITS SUBSIDIARIES FOR THE YEAR ENDING 31 DECEMBER 2025

In order to ensure a sustainable and steady development of production and operation of the Company and meet the financing requirements of controlling subsidiaries and joint ventures of the Company (collectively, "such companies"), according to the particulars of guarantee of the Company for the year ended 31 December 2024, the Company expects to provide financing guarantees of RMB38,060 million and USD630 million for such companies for the year ending 31 December 2025. Among them, the Company provides financing guarantees of RMB35,530 million and USD630 million to its subsidiaries, including the guarantees of RMB22,210 million for the subsidiaries with debt-to-assets ratio not exceeding 70% and guarantees of RMB13,320 million and USD630 million for the subsidiaries with debt-to-assets ratio over 70%. The Company intends to provide financing guarantees of RMB2,530 million for the invested companies (including joint ventures) in proportion to its shareholdings. Among the above guarantees, it is estimated that guarantees for renewing financing expired amount to RMB17,550 million and USD280 million, and guarantees for newly-added financing amount to RMB20,510 million and USD350 million.

As of 31 December 2024, the balance of financing guarantees provided by the Company to its subsidiaries was approximately RMB17,550 million and USD280 million, totaling approximately RMB19,540 million (calculated based on the rate of 7.1884 for USD against RMB), accounting for 26.51% of net assets of the Company amounting to approximately RMB73.7 billion as at 31 December 2024.

The major contents of the guarantee contract(s) shall be determined by mutual agreement between the guarantor(s), the guaranteed party/parties and the financial institution(s). The relevant guarantees shall be valid for all financial institutions, and the chairman of the Board or authorized person(s) shall be authorized to determine the specific amount, method, scope and terms of guarantee(s), subject to the guarantee contract(s) to be entered into by the Company and the financial institution(s).

APPENDIX

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

laws and regulations and relevant rules of the exchanges, the guarantee quota of the same category provided by the Company to the subsidiaries and invested companies can be adjusted and used, and the guarantor can be adjusted according to business needs.

Validity period of the guarantee plan: The validity period of the above guarantee plan shall commence from the date of consideration and approval of this matter at the 2024 AGM until the date on which the 2025 annual general meeting is held.

This resolution has been considered and approved at the Board meeting, and is being proposed as an ordinary resolution for consideration and approval at the 2024 AGM.

11. TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE RESOLUTION IN RELATION TO THE ESTIMATED NEW CAP FOR THE FINANCIAL ASSISTANCE OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2025

The Company intends to provide financial assistance to the joint venture and associate project company for real estate development business and other shareholders of the holding project company. The details are as follows:

I. OVERVIEW

There are two kinds of financial assistance behaviors in the Company's real estate development cooperation projects: (1) in a cooperation project of which financial statements are not consolidated with the financial statements of the Company, in the early stage of project development, the registered capital of the project company is generally insufficient to cover the operating expenses such as land premium and construction fees, and the shareholders of the project company are required to provide shareholders' loans in proportion to their capital contribution; (2) in a cooperation project of which financial statements are consolidated with the financial statements of the Company, in the process of project development, after the project company receives the pre-sale proceeds, in order to improve the efficiency of capital use, the shareholders of the project company usually temporarily allocate the idle surplus funds of the project company according to the proportion of capital contribution based on the project progress and the overall capital arrangement while ensuring sufficient funds required for the subsequent operation and construction of the project.

The above-mentioned provision of shareholders' loans to the project companies and temporary allocation of idle surplus funds of the project companies by the shareholders of the project companies constitute the provision of financial assistance as stipulated in the Rules Governing the Listing of Stocks on Shanghai Stock Exchange and the Self-Regulatory Guideline No. 1 – Standardized Operation of Listed Companies on the Shanghai Stock Exchange.

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MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

II. DETAILS OF ESTIMATED NEW FINANCIAL ASSISTANCE

(I) Targets of financial assistance

The target of assistance shall be within the scope as stipulated in the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, and shall not be the directors, supervisors, senior management of listed companies, or corporate or other organization controlled by the shareholders holding more than 5% of its shares.

In particular, in order to provide financial assistance to the joint venture and associate project company, the target of assistance shall satisfy the following conditions at the same time:

The target of assistance is a joint venture and associate project company of the Company established for the purpose of conducting the real estate business;
The target of assistance is engaged in a single principal business, which is real estate development business. The financial assistance fund is only used for the principal business, and latest audited debt-to-assets ratio of the target of assistance may exceed 70%;
The Company shall provide financial assistance in proportion to its capital contribution, i.e. other shareholders or other partners of the funded companies shall provide financial assistance on an equal basis based on their proportion to capital contribution, including assistance amount, term, interest rate, liability of default, guarantee measures, etc.

To provide financial assistance to other shareholders of the holding project company, the target of assistance shall satisfy the following conditions at the same time:

The holding project company is engaged in a single principal business, which is real estate development business;
The target of assistance is other shareholder of the holding project company of the Company, and its latest audited debt-to-assets ratio may exceed 70%.

(II) Cap for the financial assistance

The newly increased cap for the financial assistance that the Company intends to provide to the joint venture and associate project companies shall not exceed RMB5,140 million. The specific details are as follows:

APPENDIX

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

No.	Target of Assistance	Type of the Target of Assistance	Shareholding Percentage of the Company	Estimated Amount of Financial Assistance (RMB million)
1	Beijing Yichang Real Estate Co., Ltd. (北京怡暢置業有限公司)	Joint Venture and Associate Project Company	35%	140
2	Other shareholding subsidiaries (other companies not listed in this table, newly established or newly acquired companies)	Joint Venture and Associate Project Company	-	5,000
	Total			5,140

The new cap for the financial assistance provided to other shareholders (excluding related parties of the Company, the same below) of the holding project company shall not exceed RMB976.88 million. The specific details are as follows:

No.	Target of Assistance	Type of the Target of Assistance	Name of Project Company	Shareholding Percentage of the Target of Assistance in the Project Company	Estimated Amount of Financial Assistance (RMB million)
3	CCCG Real Estate Co., Ltd.	Minority shareholder of the holding project company	Hefei Jinzhongjinghu Real Estate Development Co., Ltd. (合肥金中京湖房地產開發有限公司)	49%	201.88
4	Poly Jiangsu Property Group Co., Limited (保利江蘇置業集團有限公司)	Minority shareholder of the holding project company	Suzhou Jinbaoyue Real Estate Development Co., Ltd. (蘇州金保悦房地產開發有限公司)	40%	400.00

APPENDIX

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

No.	Target of Assistance	Type of the Target of Assistance	Name of Project Company	Shareholding Percentage of the Target of Assistance in the Project Company	Estimated Amount of Financial Assistance (RMB million)
5	Beijing Kuntai Holding Group Co., Ltd. (北京昆泰控股集團有限公司)	Minority shareholder of the holding project company	Beijing Yutai Real Estate Development Co., Ltd. (北京隅泰房地產開發有限公司)	40%	375.00
	Total				976.88

The new cap for the financial assistance provided by the Company to the above two types of assistance shall not exceed RMB6,117 million. Within the aforesaid cap, the funds can be rolled over and allocated.

When the above-mentioned assistance actually occurs, the Company will fulfill its disclosure obligations in a timely manner, and ensure that the balance of assistance at any time does not exceed the cap of assistance considered and approved at the general meeting.

(III) Validity period and authorization of new financial assistance

The total estimated cap for new financial assistance was RMB6,117 million and shall be effective from the date of consideration and approval at the 2024 AGM and expiring on the date of the resolution of the 2025 annual general meeting.

Upon consideration and approval of the resolution at the 2024 AGM, the Board will be authorised and the management will be authorised by the Board to handle specific matters according to the actual financial assistance needs.

(IV) Purpose of new financial assistance

The estimated cap for new financial assistance will be mainly used to support the real estate development and construction needs of the targets of assistance and ensure that the real estate development business of the targets of assistance shall be conducted normally.

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MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

III. MAIN CONTENTS OF FINANCIAL ASSISTANCE AND RISK CONTROL MEASURES

The cap for the new financial assistance will come into effect upon consideration and approval at the 2024 AGM, and will be implemented in detail. The Company will disclose the specific contents in time after the occurrence of the financial assistance. At the same time, the Company will pay close attention to the changes in the production, operations and financial condition of the targets of financial assistance, actively prevent risks and fulfill the information disclosure obligation according to relevant rules.

The Board of Directors of the Company considered that provision of financial assistance to project companies aims to address the need of funds necessary for their business development and is conducive to accelerating their project construction progress, which is in line with the overall development need of the Company. Provision of financial assistance to other shareholders by project companies within the scope of the consolidated financial statements contributes to enhancing the utilization efficiency of surplus fund and improving the overall operational efficiency, and is in the interest of the Company and all Shareholders as a whole.

This resolution has been considered and approved at the Board meeting, and is being proposed as an ordinary resolution for consideration and approval at the 2024 AGM.

12. TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE RESOLUTION IN RELATION TO THE SATISFACTION OF THE CONDITIONS OF THE ISSUANCE OF CORPORATE BONDS BY THE COMPANY

In accordance with the relevant laws, regulations and regulatory documents, such as the Company Law of the People's Republic of China (《中華人民共和國公司法》), the Securities Law of the People's Republic of China (《中華人民共和國證券法》) and the Measures for the Issuance of Corporate Bonds and Transaction Management (《公司債券發行與交易管理辦法》), the Company has compared the status quo of the Company with the requirements of the above relevant laws, regulations and regulatory documents item by item, and it is considered that the Company is in compliance with all the requirements of the existing policies on corporate bonds and fulfills the conditions for the issuance of corporate bonds for eligible investors, and is therefore eligible to issue corporate bonds to qualified investors.

The proposals in relation to the issuance of corporate bonds by the Company have been considered and approved at the Board meeting, and are being proposed for review and approval at the 2024 AGM by way of an ordinary resolution (numbered 12 below) and special resolutions (numbered 13 and 14 below).

NOTICE OF ANNUAL GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting for the year 2024 (the “2024 AGM”) 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 (the “PRC”) on Friday, 23 May 2025 at 2:00 p.m. (or at any adjournment thereof) to consider and, if thought fit, to approve the following resolutions:

ORDINARY RESOLUTIONS

To consider and, if thought fit, to approve the 2024 annual report and its summary and the results announcement of the Company for the year ended 31 December 2024.
To consider and, if thought fit, to approve the report of the board of directors (“Directors”) of the Company (the “Board”) for the year ended 31 December 2024.
To consider and, if thought fit, to approve the report of the Supervisory Board of the Company for the year ended 31 December 2024.
To consider and, if thought fit, to approve the audited accounts of the Company for the year ended 31 December 2024.

SPECIAL RESOLUTION

To consider and, if thought fit, to approve the resolution in relation to the Shareholders Return Plan in the Next Three Years (2024-2026) of the Company.
For identification purposes only

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

To consider and, if thought fit, to approve the following proposal for profit distribution:

“THAT

the following proposal on profit distribution for the year ended 31 December 2024 be approved:

Proposed profit distribution: cash dividend of RMB0.05 per share (before tax) based on the Company’s total share capital of 10,677,771,134 shares as at 31 December 2024 (the “Final Dividend”), totaling RMB533,888,556.70.

The Board shall be authorized to deal with matters relating to the Final Dividend for the year ended 31 December 2024.”

To consider and, if thought fit, 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 (the “2025 Annual General Meeting”), and to authorize the Board to implement this resolution.
To consider and, if thought fit, to approve the remuneration plan of the executive Directors of the Company for the year ended 31 December 2024.
AGM-2 -

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

To consider and, if thought fit, to approve the granting of a general mandate (the “General Mandate”) to the Board to issue, allot and otherwise deal with (1) additional A shares of the Company (the “A Shares”) not exceeding 20% of the A Shares in issue; and (2) additional H shares of the Company (the “H Shares”, together with the A Shares, the “Shares”) 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 (the “Articles of Association”) as it thinks fit so as to reflect the new capital structure upon the allotment and issue of such new shares:

THAT

(1) subject to the approvals of China Securities Regulatory Commission and the relevant authorities of the PRC being given and in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), the Articles of Association and the applicable laws and regulations of the PRC, an unconditional General Mandate be and is hereby granted to the Board to exercise during the Relevant Period (as defined below) all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional A Shares and H Shares on such terms and conditions as the Board may determine and that, in the exercise of their powers to allot, issue and deal with Shares, the mandate granted to the Board shall include (without limitation):

(iii) to consider and approve and execute statutory documents relating to the proposed issuance on behalf of the Company which shall be submitted to the relevant regulatory authorities;

(iv) to fulfill the relevant approval procedures in accordance with the requirements of the regulatory authorities and at the locality where the Company is listed;

AGM-3 -

NOTICE OF ANNUAL GENERAL MEETING

(vi) to affix the seal of the Company on the agreements and statutory documents relating to the proposed issuance;

(3) for the purposes of this resolution:

"A Shares" means domestic shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, listed on the Shanghai Stock Exchange.

"H Shares" means overseas listed foreign shares in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, listed on the Main Board of The Stock Exchange of Hong Kong Limited.

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the 12-month period following the passing of this resolution; and

(iii) the revocation or variation of the authority given to the Board under this resolution by passing of a special resolution of the Company in a general meeting."

AGM-4 -

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

To consider and, if thought fit, to approve the following resolution on authorization of the guarantee plan to be provided by the Company to its subsidiaries for the year ending 31 December 2025:

"THAT

Within the scope of the total guarantee amount, there may be uncertainties in the process of handling the credit by the guaranteed parties (including but not limited to the listed subsidiaries or new invested companies that have been established or will be incorporated into the scope of consolidation in the future) with financial institutions. Therefore, within the total guarantee amount, according to laws and regulations and relevant rules of the Exchange, the guarantee quota of the same category provided by the Company to the subsidiaries and invested companies can be adjusted and used, and the guarantor can be adjusted according to business needs.

Validity period of the guarantee plan:

The validity period of the above guarantee plan shall commence from the date of consideration and approval of this matter at the 2024 AGM until the date on which the 2025 annual general meeting is held."

To consider and, if thought fit, to approve the resolution in relation to the estimated new cap for the financial assistance of the Company for the year ending 31 December 2025:

"THAT

The estimated cap for new financial assistance shall be effective from the date of consideration and approval at the 2024 AGM and expiring on the date of the resolution of the 2025 annual general meeting.

AGM-5 -

NOTICE OF ANNUAL GENERAL MEETING

To consider and, if thought fit, to approve the resolution in relation to the satisfaction of the conditions of the issuance of corporate bonds by the Company.

SPECIAL RESOLUTIONS

To consider and, if thought fit, to approve the resolution in relation to the issuance of corporate bonds:

"THAT

In order to further broaden the Company's financing channels, optimize its debt structure and reduce financing costs, the plan for the offering of corporate bonds was prepared in accordance with the relevant laws, regulations and regulatory documents, such as the Company Law of the People's Republic of China (《中華人民共和國公司法》), the Securities Law of the People's Republic of China (《中華人民共和國證券法》) and the Measures for the Issuance of Corporate Bonds and Transaction Management (《公司債券發行與交易管理辦法》), and taking into account the status quo of the Company, the following plan was formulated:

I. Size of issuance

The corporate bonds proposed to be registered for issuance shall be subject to multiple registration application for multiple-times and separately issued by tranches. The variety of bonds registered for issuance includes public corporate bonds and/or private corporate bonds, and the size of issuance shall be capped at RMB10 billion (inclusive) in total. The specific varieties registered for issuance and the issue scale to be registered each time shall be determined based on the capital needs of the Company and the market conditions.

II. Par value and issue price

The corporate bonds will be issued at par value of RMB100 each.

III. Variety of bonds

The corporate bonds include but not limited to general corporate bonds, green corporate bonds, exchangeable corporate bond, renewable corporate bonds, etc., and the specific variety of bonds to be issued shall be determined before the issuance of each tranche.

IV. Term of bonds

The corporate bonds shall have a term of not more than 10 years (renewable products are not subject to the aforementioned restriction), and may adopt single term or a combination of multiple categories with different terms.

V. Coupon rate of bonds and method of determination

AGM-6 -

NOTICE OF ANNUAL GENERAL MEETING

The coupon rate of the corporate bonds shall be determined by negotiation between the Company and the bookrunner within a pre-set range of interest rate based on result of the offline book-building inquiry. The coupon rate of the corporate bonds will bear interest on an annual basis at a simple rate rather than a compound rate.

VI. Issuance target

The issuance target shall be investors who meet the requirements of relevant laws and regulations.

VII. Utilization of proceeds

Subject to the relevant laws and regulations, the proceeds from the corporate bonds are intended to be used to repay bank loans, bonds and other debt financing instruments and/or to supplement working capital of the Company.

VIII. Arrangements for placing to shareholders of the Company

The corporate bonds are not available for preferential placement to the shareholders of the Company.

IX. Exchanges to be listed

Shanghai Stock Exchange.

X. Guarantee arrangement

Whether the corporate bonds are guaranteed (and, if so, what type of guarantee will be used) shall be determined by the Board or any person authorized by the Board to be authorized at the 2024 Annual General Meeting (including, but not limited to, whether a guarantee will be provided, and if so, who the guarantor will be, what type of guarantee will be used and for what consideration, etc.).

XI. Repayment guarantee measures

The 2024 Annual General Meeting is requested to authorize the Board to take appropriate repayment guarantee measures in accordance with the requirements of relevant laws and regulations in the event that the principal and interest of the bonds are not expected to be repaid as scheduled or that the principal and interest are not repaid as scheduled when due, including but not limited to the following:

(1) Not to distribute profits to shareholders;

(2) Suspend capital expenditure projects such as major foreign investments, mergers and acquisitions;

AGM-7 -

NOTICE OF ANNUAL GENERAL MEETING

(3) Lower or suspend the salaries and bonuses of directors and officers; and/or
(4) Not allow the transfer of the principal responsible persons of the Company in connection with the corporate bonds.

XII. Validity period of the resolution

The resolution in relation to the issuance of corporate bonds at the general meeting shall be valid within 36 months from the date of consideration and approval at the 2024 Annual General Meeting."

To consider and, if thought fit, to approve the resolution in relation to authorization of the Board or the person(s) authorized by the Board to handle all matters related to the issuance of corporate bonds:

“THAT

In order to effectively coordinate the specific matters in the process of the issuance of corporate bonds, to authorize the Board or the person(s) authorized by the Board at the 2024 Annual General Meeting, on the basis of the issuance plan reviewed and approved at the 2024 Annual General Meeting, to handle all matters related to the issuance, in line with the principle of maximization of the Company’s benefits, including but not limited to:

I. in accordance with national laws and regulations, relevant provisions of regulatory authorities and the resolutions adopted at the 2024 Annual General Meeting, as well as the Company and the bond market’s actual situation, to develop and adjust the specific plan on the corporate bonds, and revise and adjust the issuance terms of the corporate bonds, including but not limited to the specific issue size, term of bonds, bond variety, bond interest rate and the way to determine it, the timing of the issuance, the issue method (including whether to issue by stages, and the quantity of issuance at each stage), whether to establish buyback provision and redemption provision and the specific content of such provisions, the guarantee arrangements, the deadline and method of principal and interest repayment, use of the proceeds, rating arrangements, debt repayment safeguards (including but not limited to the debt repayment safeguards under the plan of the issuance), specific subscription methods, specific placing arrangements, the listing for the bonds and all matters related to the plan of the issuance;
II. to make the decision to hire intermediary institutions to assist the Company in handling the matters related to the filing and listing for the issuance of corporate bonds;
III. to select bond trustee(s) for the issuance, sign bond trustee management agreement(s) and establish bondholders’ meeting rules;
IV. to formulate, approve, sign, modify and announce various legal documents related to the issuance, and make appropriate supplement or adjustment to the filing documents according to the requirements of regulatory authorities;
V. upon the completion of the issuance, to handle the listing for the corporate bonds;

AGM-8 -

NOTICE OF ANNUAL GENERAL MEETING

VI. if changes take place to regulatory authorities’ policies on the issuance of corporate bonds or the market conditions, to make corresponding adjustments to the matters related to the issuance according to the opinions of regulatory authorities, except for the matters that must be re-voted at the general meeting according to relevant laws, regulations and the Articles of Association, or to decide whether to continue implementing the bond issuance according to the actual situation;

VII. to handle other matters related to the issuance.

To authorize the Board at the 2024 Annual General Meeting and to grant approval to the Board to authorize the chairman of the Board or other persons authorized by the chairman of the Board as the authorized person(s) of the issuance to, on behalf of the Company, deal with the matters related to the issuance according to the resolution of the 2024 Annual General Meeting and the authorization by the Board.

The foregoing authorization is valid from the date of consideration and approval at the 2024 Annual General Meeting to the date when the abovementioned authorized matters are completed.”

By order of the Board
BBMG Corporation*
Jiang Yingwu
Chairman

Beijing, the PRC, 28 March 2025

For identification purposes only

Notes:

Pursuant to Rule 13.39(4) of the Listing Rules, votes of the Shareholders at the 2024 AGM shall be taken by poll except where the chairman of the 2024 AGM, 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.
Any Shareholder entitled to attend and vote at the 2024 AGM is entitled to appoint one or more than one proxy to attend and vote on his behalf. A proxy needs not be a member of the Company.
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.
Shareholders or their proxies shall present proofs of identities when attending the 2024 AGM.
The holders of A Shares and H Shares will vote as one class of Shareholders. The register of members for H Shares will be closed from Tuesday, 20 May 2025 to Friday, 23 May 2025 (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 Friday, 23 May 2025 will be entitled to attend and vote at the 2024 AGM. In order to attend and vote at the 2024 AGM, 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 Monday, 19 May 2025.
AGM-9 -

NOTICE OF ANNUAL GENERAL MEETING

If Ordinary Resolution No. 6 regarding the proposal on profit distribution for the year ended 31 December 2024 is approved by the Shareholders at the 2024 AGM, the Final Dividend is expected to be paid on or before Wednesday, 9 July 2025 to H shareholders whose names appear on the Company's H share register of members on Monday, 9 June 2025. The H share register of members of the Company will be closed from Monday, 2 June 2025 to Monday, 9 June 2025 (both days inclusive), to determine qualifications of H shareholders to receive the Final Dividend. In order to qualify for the Final Dividend, 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 by 4:30 p.m. on Friday, 30 May 2025.
Shareholders or their proxies attending the 2024 AGM are responsible for their own transportation and accommodation expenses.
As at the date hereof, the executive directors of the Company are Jiang Yingwu, Gu Yu, Jiang Changlu and Zheng Baojin; the non-executive directors of the Company are Gu Tiemin and Hao Liwei; and the independent non-executive directors of the Company are Liu Taigang, Hong Yongmiao and Tam Kin Fong.
AGM-10 -

AI assistant

BBMG Corporation — Proxy Solicitation & Information Statement 2025

50338_rns_2025-03-30_75abbafd-33ac-4522-b632-6bc8b5efa170.pdf

BBMG 會議

北京金隅集團股份有限公司

BBMG Corporation

MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

2. MATTERS TO BE RESOLVED AT ANNUAL GENERAL MEETING

3. ANNUAL GENERAL MEETING

4. CLOSURE OF THE REGISTER OF MEMBERS OF H SHARES

5. VOTING BY WAY OF POLL

6. RECOMMENDATIONS

7. RESPONSIBILITY STATEMENT

5. TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE RESOLUTION IN RELATION TO THE SHAREHOLDERS RETURN PLAN IN THE NEXT THREE YEARS (2024-2026) OF THE COMPANY

I. The Main Considerations for the Plan

II. Principles for the Development of the Plan

III. The Company’s Shareholder Return Plan for 2024-2026

IV. Decision-Making and Implementation Mechanism of Profit Distribution Plan

V. Adjustment Mechanism of the Plan

VI. Other Matters

6. TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE FOLLOWING PROPOSAL FOR PROFIT DISTRIBUTION

Profit Distribution for Investors of Northbound Trading

Profit Distribution for Investors of Southbound Trading

8. TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE REMUNERATION PLAN OF THE EXECUTIVE DIRECTORS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2024

10. TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE RESOLUTION ON AUTHORIZATION OF THE GUARANTEE PLAN TO BE PROVIDED BY THE COMPANY TO ITS SUBSIDIARIES FOR THE YEAR ENDING 31 DECEMBER 2025

11. TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE RESOLUTION IN RELATION TO THE ESTIMATED NEW CAP FOR THE FINANCIAL ASSISTANCE OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2025

I. OVERVIEW

II. DETAILS OF ESTIMATED NEW FINANCIAL ASSISTANCE

(I) Targets of financial assistance

(II) Cap for the financial assistance

(III) Validity period and authorization of new financial assistance

(IV) Purpose of new financial assistance

III. MAIN CONTENTS OF FINANCIAL ASSISTANCE AND RISK CONTROL MEASURES

12. TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE THE RESOLUTION IN RELATION TO THE SATISFACTION OF THE CONDITIONS OF THE ISSUANCE OF CORPORATE BONDS BY THE COMPANY

北京金隅集團股份有限公司

BBMG Corporation

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

THAT

ORDINARY RESOLUTIONS

"THAT

"THAT

SPECIAL RESOLUTIONS

"THAT

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BBMG Corporation Proxy Solicitation & Information Statement 2025