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BBMG Corporation AGM Information 2012

Mar 28, 2012

50338_rns_2012-03-28_b1c67311-8cbf-48e9-9752-409f9e29efcb.pdf

AGM Information

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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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or other professional adviser.

If you have sold or transferred all your shares in the Company, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker, 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.

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(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2009)

(1) PROPOSED GENERAL MANDATE TO ISSUE SHARES (2) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD AND

(3) NOTICE OF ANNUAL GENERAL MEETING

The notice of the Annual General Meeting dated 29 March 2012 convening 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 People’s Republic of China on Thursday, 24 May 2012 at 9:30 a.m. is set out on pages 9 to 13 of this circular.

Whether or not you intend to attend the Annual General Meeting, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return them to the office of the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 17121716, 17th 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 Annual General Meeting or appointed time for voting. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting should you so wish.

29 March 2012

  • for identification purpose only

contents

Page
DeFInItIons
1
LetteR FRoM tHe BoARD 3
1
Introduction
3
2
Proposed General Mandate to Issue Shares
4
3
Proposed Amendments to the Rules of Procedure for the Meetings of the Board
4
4
Annual General Meeting
5
5
Poll at General Meeting
5
6
Recommendations
5
APPenDIX – PARtIcULARs oF tHe PRoPoseD AMenDMents
to tHe RULes oF PRoceDURe FoR tHe MeetInGs oF tHe BoARD 6
notIce oF AnnUAL GeneRAL MeetInG 9
  • i -

DEFINITIONS

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

  • “A Shares”

    • domestic shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, listed on the Shanghai Stock Exchange
  • “Annual

  • General Meeting”

  • the annual general meeting of the Company to be convened 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 Thursday, 24 May 2012 at 9:30 a.m.

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

  • “Board”

  • the board of Directors of the Company

  • “Company”

  • 北京金隅股份有限公司(BBMG Corporation*), a joint stock company established under the laws of the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2009) and the A Shares of which are listed on the Shanghai Stock Exchange (Stock Code: 601992)

  • “Directors” the directors of the Company

  • “General Mandate”

  • the general mandate to allot, issue and otherwise deal with Shares proposed to be granted to the Directors at the Annual General Meeting as described in the special resolution No.5 in the notice of the Annual General Meeting

  • “H Shares”

  • 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

  • “Hong Kong”

  • the Hong Kong Special Administrative Region of the PRC

  • “Latest Practicable Date”

  • 28 March 2012, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

  • “Listing Rules”

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

  • 1 -

DEFINITIONS

“PRC” the People’s Republic of China “Rules of Procedure” the rules of procedure for the meetings of the Board meeting adopted by the Shareholders at the extraordinary general meeting held on 6 August 2008 and amended by the Shareholders at the extraordinary general meetings held on 29 June 2010 and 14 September 2010 “Share(s)” ordinary share(s) in the capital of the Company with a nominal value of RMB1.00 each, comprising A Shares and H Shares “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “RMB” Renminbi, the lawful currency of the PRC “%” per cent

  • for identification purpose only

  • 2 -

letter from the board

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(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2009)

Executive Directors:

Jiang Weiping Jiang Deyi Shi Xijun Wang Hongjun Deng Guangjun

Non-executive Director:

Li Xinhua

Independent non-executive Directors:

Hu Zhaoguang Xu Yongmo Zhang Chengfu Yip Wai Ming

Headquarters: Tower D, Global Trade Center No. 36, North Third Ring East Road Dongcheng District, Beijing 100013 the PRC

Registered office and principal place of Business in the PRC: Tower D, Global Trade Center No. 36, North Third Ring East Road Dongcheng District, Beijing 100013 The PRC

Principal place of business in Hong Kong: Room 904, Wah Ying Cheong Central Building 158 – 164 Queen’s Road Central, Central, Hong Kong 29 March 2012

To the Shareholders

Dear Sir or Madam,

(1) ProPoSed GeNeral maNdate to ISSUe ShareS

aNd

(2) ProPoSed ameNdmeNt to the rUleS of ProCedUre for the meetINGS of the board

1. INtrodUCtIoN

The purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Annual General Meeting, including, among others, the grant to the Directors of the General Mandate to issue Shares, and the proposed amendments to the Rules of Procedure.

  • for identification purpose only

  • 3 -

letter from the board

2. ProPoSed GeNeral maNdate to ISSUe ShareS

At the last annual general meeting of the Company held on 24 May 2011, a general mandate was given to the Directors to exercise all powers of the Company to allot, issue and otherwise deal with Shares not exceeding the sum of 20% of the aggregate nominal amount of the issued share capital of the Company on 24 May 2011. This general mandate will expire at the conclusion of the Annual General Meeting.

Special resolution will be proposed at the Annual General Meeting to grant the General Mandate to the Directors 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 Directors to issue new Shares when it becomes desirable.

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,114,354,625 A Shares and 1,169,382,435 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 Annual General Meeting, the Directors will have the power to issue up to 622,870,925 A Shares and 233,876,487 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 in a general meeting.

Any exercise of the power by the Directors 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 approval of the Shareholders at class meetings of A Shares and H Shares.

For details, please refer to special resolution No.5 of the notice of the Annual General Meeting.

3. ProPoSed ameNdmeNtS to the rUleS of ProCedUre for the meetINGS of the board

The Board proposes to make an amendment to the Rules of Procedure to clarify the authority of the Board and improve the procedures for conducting meetings of the Board. The Rules of Procedure are written in Chinese without an official English version. Therefore any English translation is for reference only. In case of inconsistency, the Chinese version shall prevail. Particulars of the proposed amendments to the Rules of Procedure are set out in the Appendix to this circular.

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letter from the board

4. aNNUal GeNeral meetING

The notice of the Annual General Meeting dated 29 March 2012 convening 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 People’s Republic of China on Thursday, 24 May 2012 at 9:30 a.m. is set out on pages 9 to 13 of this circular.

No Shareholder is required to abstain from voting in respect of any of the resolutions to be proposed at the Annual General Meeting.

The form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend the Annual General Meeting, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return them to the office of 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 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 Annual General Meeting or appointed time for voting. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting should you so wish.

A reply slip for the purpose of informing the Company whether you will be attending (in person or in proxy) the Annual General Meeting is also despatched to you with this circular. Shareholders who intend to attend the Annual General Meeting are requested to complete and send the reply slip to the Company not later than 20 days before the date of the meeting in accordance with Article 57 of the Articles of Association (i.e. no later than 3 May 2012 (Thursday)).

5. Poll at GeNeral meetING

In according with the requirement of Rule 13.39(4) of the Listing Rules, all resolutions to be considered, and if thought fit, to be passed at the Annual General Meeting, shall be passed by way of poll except where the chairman of the Annual General Meeting, 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.

6. reCommeNdatIoNS

The Board believes that the resolutions in respect of the grant of the General Mandate to the Directors and the proposed amendments to the Rules of Procedure as set out in the notice of the Annual General Meeting, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders to vote in favour of the resolutions as set out in the notice of the Annual General Meeting at the Annual General Meeting.

By Order of the Board bbmG Corporation* Jiang Weiping Chairman

  • for identification purpose only

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APPENDIX PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD

The proposed amendments to the Rules of Procedure are set out below:

ARTICLE 6 OF THE RULES OF PROCEDURE:

Original: “The approval authority of the board of directors on investments and transactions of the Company is set out below:

  • (1) General transaction that shall be approved by the board of directors (the definition is based on relevant listing rules of the Company’s listing location which may be amended from time to time) specifically includes:

  • According to the provisions of the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” (herein referred to as the “Listing Rules of the Stock Exchange”) which may be amended from time to time, based on tests implemented, any of the asset ratio, profit ratio, revenue ratio, consideration ratio and equity capital ratio (specific details are based on the Listing Rules of the Stock Exchange which may be amended from time to time) of such transaction or the aggregate of relevant transactions is equivalent to or higher than 5%; and ratio which is lower than 5% but involving share transaction with issue of the Company’s shares as the transaction price;

  • According to the provisions of the “Rules Governing the Listing of Securities on the Shanghai Stock Exchange” (herein referred to as the “Listing Rules of the Shanghai Stock Exchange”) which may be amended from time to time, based on tests implemented, any proportion of total asset amount, turnover, profit, operating income and net income (specific details are based on the Listing Rules of the Shanghai Stock Exchange which may be amended from time to time) of such transaction or the aggregate of relevant transactions is equivalent to or higher than 10% but all of them are lower than 50%.

  • (2) Connected transaction that shall be approved by the board of directors (the definition is based on relevant listing rules of the Company’s listing stock exchange which may be amended from time to time) specifically includes:

  • Based on tests implemented, any of the asset ratio, profit ratio, revenue ratio, consideration ratio and equity capital ratio (specific details are based on the Listing Rules of the Stock Exchange which may be amended from time to time) of such connected transaction or the aggregate of relevant transactions (the definition of connected transaction and the principle of cumulative calculation are based on the Listing Rules of the Stock Exchange which may be amended from time to time) is

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APPENDIX PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD

(i) equivalent to or higher than 1% and the transaction only involves connected party in the Company’s subsidiary level; or (ii) equivalent to or higher than 0.1% but lower than 5%; or (iii) lower than 25% and the connected transaction has a transaction price lower than HK$10 million;

  1. The proportion of transaction amount of such connected transaction or the aggregate of relevant transactions (the definition of connected transaction and the principle of cumulative calculation are based on the Listing Rules of the Shanghai Stock Exchange which may be amended from time to time) in the Company’s most recent audited absolute net asset value is equivalent to or higher than 0.5% but lower than 5%.

  2. (3) Other investment items that are beyond the approval authority of the president and/or the president’s office but are not required to be approved at the shareholders’ general meeting as according to the laws, regulations and relevant listing rules of the Company’s listing location as well as the provisions of the Articles of Association or upon authorisation by the shareholders’ general meeting.”

Amended: “The approval authority of the board of directors on investments and transactions of the Company is set out below:

  • (1) General transaction that shall be approved by the board of directors (the definition is based on relevant listing rules of the Company’s listing location which may be amended from time to time) specifically includes:

  • According to the provisions of the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” (herein referred to as the “Listing Rules of the Stock Exchange”) which may be amended from time to time, based on tests implemented, any of the asset ratio, profit ratio, revenue ratio, consideration ratio and equity capital ratio (specific details are based on the Listing Rules of the Stock Exchange which may be amended from time to time) of such transaction or the aggregate of relevant transactions is equivalent to or higher than 5%; and ratio which is lower than 5% but involving share transaction with issue of the Company’s shares as the transaction price;

  • According to the provisions of the “Rules Governing the Listing of Securities on the Shanghai Stock Exchange” (herein referred to as the “Listing Rules of the Shanghai Stock Exchange”) which may be amended from time to time, based on tests implemented, any proportion

  • 7 -

APPENDIX

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD

of total asset amount, turnover, profit, operating income and net income (specific details are based on the Listing Rules of the Shanghai Stock Exchange which may be amended from time to time) of such transaction or the aggregate of relevant transactions is equivalent to or higher than 10% but all of them are lower than 50%.

  • (2) Connected transaction that shall be approved by the board of directors (the definition is based on relevant listing rules of the Company’s listing stock exchange which may be amended from time to time) specifically includes:

  • Based on tests implemented, any of the asset ratio, profit ratio, revenue ratio, consideration ratio and equity capital ratio (specific details are based on the Listing Rules of the Stock Exchange which may be amended from time to time) of such connected transaction or the aggregate of relevant transactions (the definition of connected transaction and the principle of cumulative calculation are based on the Listing Rules of the Stock Exchange which may be amended from time to time) is (i) equivalent to or higher than 1% and the transaction only involves connected party in the Company’s subsidiary level; or (ii) equivalent to or higher than 0.1% but lower than 5%; or (iii) lower than 25% and the connected transaction has a transaction price lower than HK$10 million;

  • The proportion of transaction amount of such connected transaction or the aggregate of relevant transactions (the definition of connected transaction and the principle of cumulative calculation are based on the Listing Rules of the Shanghai Stock Exchange which may be amended from time to time) in the Company’s most recent audited absolute net asset value is equivalent to or higher than 0.5% but lower than 5%.

  • (3) Transaction of which the individual transaction amount exceeds 5% of the latest audited net assets of the Company;

  • (4) Transactions that are beyond the approval authority of the president and/or the president’s office but are not required to be approved at the shareholders’ general meeting as according to the laws, regulations and relevant listing rules of the Company’s listing location as well as the provisions of the Articles of Association or upon authorisation by the shareholders’ general meeting.”

  • 8 -

NOTICE OF ANNUAL GENERAL MEETING

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(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 2011 (the “ Annual General Meeting ”) 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 at 9:30 a.m. on Thursday, 24 May 2012 to consider and, if thought fit, approve the following resolutions:

ORDINARY RESOLUTIONS

  1. To consider and, if thought fit, to approve the report of the board of directors of the Company (the “ Board ”) for the year ended 31 December 2011.

  2. To consider and, if thought fit, to approve the report of the supervisory board of the Company for the year ended 31 December 2011.

  3. To consider and, if thought fit, to approve the audited accounts of the Company for the year ended 31 December 2011.

  4. To consider and, if thought fit, to approve the profit distribution proposal of the Company, namely, the proposal for distribution of a final dividend of RMB0.072 per share (before tax) in an aggregate amount of approximately RMB308.4 million for the year ended 31 December 2011, and to authorise the Board to implement the aforesaid distribution.

  5. for identification purpose only

  6. 9 -

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

  1. To consider and, if thought fit, 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 such new shares:

THAT

  • (1) subject to the approvals of China Securities Regulatory Commission and the relevant authorities of the People’s Republic of China (“ 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 of the Company 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 of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional A Shares and H Shares of the Company 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 a 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 or not;

  • (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 on behalf of the Company documents relating to the issue which shall be submitted to the relevant regulatory authorities; to fulfill the relevant approval procedures in accordance with the requirements of the regulatory authorities and at the locality where the Company is listed;

  • 10 -

NOTICE OF ANNUAL GENERAL MEETING

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

  • (v) to affix the seal of the Company on the agreements and documents relating to the issue;

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

  • (vii) to approve the increase of the registered capital of the Company, make relevant amendments to the Articles of Association of the Company 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) Except that the Board may grant offers, agreements, or options during the Relevant Period in relation to the issue of A Shares and/or H Shares, which might require further promotion or implementation after the end of the Relevant Period, the exercise of the powers referred to paragraph (1) of above shall be within the Relevant Period; and

  • (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.”

  • 11 -

NOTICE OF ANNUAL GENERAL MEETING

  1. To consider and, if thought fit, to approve the proposed amendment to the rules of procedure for the meetings of the Board as set out in the circular of the Company dated 29 March 2012.

By order of the Board BBMG Corporation* Jiang Weiping Chairman

Beijing, the PRC, 29 March 2012

Notes:

  • 1 Pursuant to Rule 13.39(4) of the Listing Rules, votes of the shareholders at the Annual General Meeting shall be taken by poll except where the chairman of the Annual General Meeting, 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.

  • 2 Any shareholder entitled to attend and vote at the Annual General 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.

  • 3 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 office of 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 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 appointed time for voting or any adjournment thereof.

  • 4 Shareholders or their proxies shall present proofs of identities when attending the Annual General Meeting.

  • 5 The holders of A shares and H shares will vote as one class of shareholder. The register of members for H shares of the Company will be closed from 25 April 2012 (Wednesday) to 24 May 2012 (Thursday) (both days inclusive), during which no transfer of shares will be effected. Shareholders whose name appear on the register of members of the Company on 24 May 2012 (Thursday) will be entitled to attend and vote at the Annual General Meeting. In order to attend and vote at the Annual General Meeting, 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 24 April 2012 (Tuesday).

  • 6 Shareholders entitled to attend the Annual General Meeting are requested to deliver the reply slip for attendance to the headquarters of the Company at Room 2220, 22nd Floor, Tower D, Global Trade Center, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013, the People’s Republic of China, by hand, by post or by fax (the Company’s fax no.: (86) 10 6641 0889) not later than 20 days before the date of the Annual General Meeting. i.e. no later than 3 May 2012 (Thursday).

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NOTICE OF ANNUAL GENERAL MEETING

  • 7 The Board has recommended a final dividend of RMB0.072 per share for the year ended 31 December 2011 and, if such dividend is approved by the shareholders of the Company by passing the ordinary resolution No. 4 above in the Annual General Meeting, the final dividend for the year ended 31 December 2011 is expected to be distributed on or before 23 July 2012 (Monday) to those shareholders whose name appear on the Company’s register of members on 18 June 2012. The register of members for H shares of the Company will be closed from 14 June 2012 (Thursday) to 18 June 2012 (Monday), both days inclusive, during which period no transfer of shares will be effected. 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 not later than 4: 30 p.m. on 13 June 2012 (Wednesday).

  • 8 Shareholders or their proxies attending the Annual General Meeting are responsible for their own transportation and accommodation expenses.

  • 9 As at the date hereof, the executive directors are Jiang Weiping, Jiang Deyi, Shi Xijun, Wang Hongjun and Deng Guangjun; the non-executive director is Li Xinhua; and the independent non-executive directors are Hu Zhaoguang, Xu Yongmo, Zhang Chengfu and Yip Wai Ming.

  • 13 -