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

(Stock Code: 2009)

FORM OF PROXY FOR USE AT THE

ANNUAL GENERAL MEETING TO BE HELD ON 12 MAY 2021

Number of H shares to which this form or proxy relates (note 1)

I/We (note 2)

of (note 2)

being the registered holder(s) of (note 3)

H shares of RMB1.00 each in the share capitalof BBMG Corporation* (the "Company"), HEREBY APPOINT (note 4) of or failing him, the Chairman of the Meeting as my/our proxy to attend and act for me/us at the Annual General Meeting (the "Meeting") of the Company to be held at Conference Room 6, 22nd Floor, Tower D, Global Trade Center, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013, the People's Republic of China on Wednesday, 12 May 2021 at 2:00 p.m. (or at any adjournment thereof) for the purpose of considering, and if thought fit, passing the resolutions set out in the notice convening the Meeting and to vote for me/us at the Meeting (or at any adjournment thereof) in respect of the resolutions as hereunder indicated; or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Meeting and/or at any adjournment thereof.

ORDINARY RESOLUTIONS

FOR (note 6)

AGAINST (note 6)ABSTAIN (note 6)

  • 1. To approve the report of the board of directors ("Directors") of the Company (the "Board") for the year ended 31 December 2020.

  • 2. To approve the report of the supervisory board of the Company

  • for the year ended 31 December 2020.

  • 3. To approve the audited accounts of the Company for the year ended 31 December 2020.

  • 4. To approve the proposal on profit distribution for the year ended 31 December 2020.

  • 5. To approve (1) the audit fee of the Company for the year ended 31 December 2020 in an amount of RMB5,800,000; and (2) the appointment of Ernst & Young Hua Ming Certified Public Accountants as the independent auditor of the Company for the year ending 31 December 2021 for a term ending on the date of the annual general meeting of the Company for the year of 2021, and to authorize the Board to implement the resolution.

  • 6. To approve the remuneration plan of the executive Directors of the Company for the year ended 31 December 2020.

* for identification purpose only

ORDINARY RESOLUTIONS

FOR (note 6)

AGAINST (note 6)ABSTAIN (note 6)

  • 7. To approve the proposal on authorization of the guarantee plan to

  • be provided by the Company to its subsidiaries in 2021.

    SPECIAL RESOLUTION

    FOR (note 6)

    AGAINST (note 6)ABSTAIN (note 6)

  • 8. To approve the granting of a general mandate to the Board to issue, allot and otherwise deal with (1) additional A shares of the Company not exceeding 20% of the A shares in issue; and (2) additional H shares of the Company not exceeding 20% of the H shares in issue, and to authorize the Board to make such corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment and issue of the new shares.

    ORDINARY RESOLUTIONS

    FOR (note 6)

    AGAINST (note 6)ABSTAIN (note 6)

  • 9. To consider and, if thought fit, to approve the remuneration standard of the sixth session of the Directors of the Board of the Company as follows:

  • • Executive Directors: to be determined by the shareholders at annual general meetings;

  • • Non-executive Directors and Directors elected democratically by the staff and workers of the Company: not to receive any remuneration separately;

  • • Independent Directors: RMB150,000 per year (before tax).

10. To consider and, if thought fit, to approve the remuneration standard of the sixth session of the supervisors (the "Supervisors") of the supervisory board of the Company as follows:

  • • Supervisors: not to receive any remuneration separately.

11. To elect the following candidates as Directors for a period commencing from the conclusion of the annual general meeting for the year 2020 and expiring on the date of the annual general meeting of the Company for the year of 2023 and to authorise the Board to enter into service contracts and/or appointment letter with each of the newly elected Directors subject to such terms and conditions as the Board shall think fit and to do such acts and things to give effect to such matters:

  • (01) Mr. Zeng Jin

  • (02) Mr. Jiang Yingwu

  • (03) Mr. Wu Dong

  • (04) Mr. Zheng Baojin

  • (05) Mr. Gu Tiemin

  • 12. To elect the following candidates as independent non-executive Directors for the period commencing from the conclusion of the annual general meeting for the year 2020 and expiring on the date of the annual general meeting of the Company for the year of 2023 and to authorise the Board to enter into service contract and/or appointment letter with each of the newly elected independent non-executive Directors subject to such terms and conditions as the Board shall think fit and to do such acts and things to give effect to such matters:

    • (01) Mr. Yu Fei

    • (02) Mr. Liu Taigang

    • (03) Ms. Li Xiaohui

    • (04) Mr. Hong Yongmiao

    • (05) Mr. Tam Kin Fong

  • 13. To elect the following candidates as Supervisors for the period commencing from the conclusion of the annual general meeting for the year 2020 and expiring on the date of the annual general meeting of the Company for the year of 2023 and to authorise the Board to enter into service contracts and/or appointment letter with each of the newly elected Supervisors subject to such terms and conditions as the Board shall think fit and to do such acts and things to give effect to such matters:

    • (01) Mr. Guo Yanming

    • (02) Mr. Zhang Qicheng

    • (03) Mr. Gao Junhua

    • (04) Mr. Yu Kaijun

Date:

2021

Signature(s) (note 8) :

Notes:

  • 1. Please insert the number of shares of the Company registered in your name(s) to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, the form of proxy will be deemed to relate to all shares of the Company registered in your name(s).

  • 2. Please insert full name(s) (in Chinese and in English) and address(es) (as shown in the register of members) in BLOCK CAPITALS.

  • 3. Please insert the number of shares of the Company registered in your name(s).

  • 4. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

  • 5. The full text of the resolutions are set out in the notice of the Meeting dated 29 March 2021 which is sent to the shareholders of the Company together with this form of proxy.

  • 6. Important: If you wish to vote for any resolution, please tick ("✔") the relevant box marked "FOR". If you wish to vote against any resolution, please tick ("✔") the relevant box marked "AGAINST". If you wish to abstain from voting on any resolution, please tick ("✔") the relevant box marked "ABSTAIN". Any shares voted as "abstain" or waiver to vote will be counted in the calculation of the required majority. Failure to tick any voting box of a resolution will entitle your proxy to cast your vote at his discretion in respect of that resolution. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

  • 7. Please note that, according to Article 97 of the Articles of Association, the method of cumulative voting will be adopted for the election of directors and supervisors. Under this method, when two or more directors or supervisors are being nominated for election, for any share held by the shareholders, they will have the same number of votes which equals to the total number of directors to be elected. Shareholders may cast all their votes on a particular candidate or on multiple candidates. When you fill in the blanks entitled "Cumulative Voting", please fill them in accordance with the following instructions:

    • (i) In relation to each of the resolution numbers 11, 12 and 13, for every share held by you, you will have the same number of voting rights which equals to the number of directors or supervisors to be elected. For instance, if you are holding 1 million shares and assuming 5 directors will be elected at the general meeting, the aggregate number of votes which you will have will be 5 million (i.e. 1 million shares x 5 = 5 million voting shares).

    • (ii) Please fill in the sections entitled "For" and/or "Against" and/or "Abstain" with the number of votes you intend to cast on each candidate. Please note that you may cast your votes on every candidate provided that the total number of votes which you cast do not exceed the number of votes to which you are entitled; cast all your votes which represent the total number of shares held by you multiplied by the total number of directors or supervisors to be elected on one candidate; or cast your votes which represent the total number of shares held by you multiplied by the total number of directors or supervisors to be elected on certain candidates. For example, if you are holding 1 million shares, the number of your votes regarding the resolution number 11 is 5 million. You may choose to cast the 5 million votes equally amongst the 5 candidates (For or Against), or to cast all your votes on a single candidate (For or Against), or to cast on candidates A, B, C and D with 1.25 million votes each, and not cast any vote on the remaining candidate.

    • (iii) When the total votes, represented by the shares held by you multiplied by the number of directors or supervisors to be elected, are used up after voting for some of the candidates, you will have no votes remaining to be cast on other candidates. i.e., the total number of both of your "For" and "Against" votes cast shall not exceed the aggregate number of votes to which you are entitled.

    • (iv) Please note that when the total votes cast by you on some candidates exceeds the total votes to which you are entitled, all the votes cast will become invalid and be regarded as abstain votes; when the total votes cast by you for some candidates are less than the total votes to which you are entitled, the votes are valid and the remaining votes will be regarded as abstain votes. For example, if you are holding 1 million shares, the number of your votes regarding the resolution number 11 is 5 million: (a) if you fill in the "For" or "Against" or "Abstain" of "cumulative voting" under a particular candidate with "5 million shares", you have used up all the votes to which you are entitled, which results in you having no votes for the remaining 4 candidates. Should you fill in the blanks under the resolution number 11 with any number of shares (other than 0), all your votes on resolution number 11 will be invalid; or (b) if you fill in the "For" (or "Against") or "Abstain" of "cumulative voting" under candidate A with "3 million shares" and under candidate B with "1 million shares", the 4 million of votes cast by you are valid and the remaining 1 million of votes will be regarded as abstain votes.

    • (v) Where the "For" votes cast for a particular candidate are more than half of the total number of shares held by all shareholders attending (before cumulation) and where the "For" votes exceed the "Against" votes, the candidate in question will be considered to have won the votes. If the number of candidates who have won the votes exceed the number of directors to be elected, the candidates who obtained more "For" votes should be elected (if some nominees who obtain relatively less "For" votes obtain the same number of "For" votes and election of them will result in the directors to be elected exceeding the number of directors to be elected, such nominees will not be regarded as having won the votes); Where the elected directors at the shareholders general meeting are less than directors to be elected, new rounds of voting are required to be held for election of the remaining directors until the number of directors to be elected are fulfilled.

    • (vi) When a new round of director or supervisors election is held pursuant to the (v) above, the calculation of cumulation should be based on the directors to be elected during the round of election in question.

  • 8. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation or institution, either under the common seal or under the hand of any director or attorney duly authorized in writing.

  • 9. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

  • 10. 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.

  • 11. In the case of joint holding, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto; but if more than one such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of member in respect of the joint holding.

  • 12. Any alternation made to this form of proxy must be initialed by the person(s) who sign(s) it.

  • 13. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you wish.

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

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BBMG Corporation published this content on 28 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2021 10:17:01 UTC.