(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

2020 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD

ON 21 AUGUST 2020

Number of H shares to which this

form or proxy relates (note 1)

I/We (note 2)

of (note 2)

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

H shares of RMB1.00 each in the share capital of

BBMG Corporation* (the "Company"), HEREBY APPOINT (note 4)

of

or failing him, the Chairman of the 2020 First Extraordinary General Meeting as my/our proxy to attend and act for me/us at the 2020 First Extraordinary General Meeting (the "2020 First Extraordinary General Meeting") of the Company to be held at Conference Room 6, 22nd Floor, Tower D, Global Trade Center, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013, the People's Republic of China on Friday, 21 August 2020 at 2:00 p.m. (or at any adjournment thereof) for the purpose of considering, and if thought fit, passing the resolution set out in the notice convening the 2020 First Extraordinary General Meeting and to vote for me/us at the 2020 First Extraordinary General Meeting (or at any adjournment thereof) in respect of the resolution 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 2020 First Extraordinary General Meeting and/or at any adjournment thereof.

FOR

AGAINST

ABSTAIN

(notes 6 and 7)

(notes 6 and 7)

(notes 6 and 7)

ORDINARY RESOLUTION

(By way of

(By way of

(By way of

cumulative voting)

cumulative voting)

cumulative voting)

(Please insert the

(Please insert the

(Please insert the

number of votes)

number of votes)

number of votes)

1.

To elect the following candidate as the director of the

Company for a period commencing from the

conclusion of the 2020 First Extraordinary General

Meeting and expiring on the date of the annual general

meeting of the Company for the year of 2020 and to

authorise the Board to enter into service contract and/

or appointment letter with the newly elected director

of the Company subject to such terms and conditions

as the board of directors (the "Board") shall think fit

and to do such acts and things to give effect to such

matters. (note 5)

Mr. Zeng Jing

Date:

2020

Signature(s) (note 8):

* for identification purpose only

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 2020 FIRST EXTRAORDINARY GENERAL MEETING WILL ACT AS YOUR PROXY.
  5. The full text of the resolution are set out in the notice of the 2020 First Extraordinary General Meeting dated 5 August 2020 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 2020 First Extraordinary General Meeting other than those referred to in the notice convening the 2020 First Extraordinary General Meeting.
  7. Please note that, according to Article 97 of the articles of association of the Company ("Articles of Association"), the method of cumulative voting will be adopted for the election of directors and supervisors. Under this method, when 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:
    1. In relation to resolution number 1, for every share held by you, you will have the same number of voting rights which equals to the number of directors to be elected. For instance, if you are holding 1 million shares and 1 director will be elected at the general meeting, the aggregate number of votes which you will have will be 1 million (i.e. 1 million shares x 1 = 1 million voting shares).
    2. 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 1 is 1 million. You may choose to cast the 1 million votes to the director candidate (For or Against), or not cast any vote on the director candidate.
    3. 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.
    4. Please note that when the total votes cast by you on the director candidate 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 the director candidate 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 1 is 1 million: (a) if you fill in the "For" or "Against" or "Abstain" of "cumulative voting" under the director candidate with "1 million shares", you have used up all the votes to which you are entitled; or (b) if you fill in the "For" (or "Against") or "Abstain" of "cumulative voting" under the director candidate with "500,000 shares", the "500,000 shares" of votes cast by you are valid and the remaining "500,000 shares" of votes will be regarded as abstain votes.
    5. Where the "For" votes cast for the director 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 director 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 the number of 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.
    6. When a new round of directors or supervisors election is held pursuant to the (v) above, the calculation of cumulative voting should be based on the number of 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 authorised 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 authorised in writing.
  9. Any Shareholder entitled to attend and vote at the 2020 First Extraordinary 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 but must attend the 2020 First Extraordinary General Meeting in person to represent you.
  1. 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 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 2020 First Extraordinary General Meeting or any adjournment thereof.
  2. In the case of joint holding, any one of such joint holders may vote at the 2020 First Extraordinary General 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 2020 First Extraordinary General Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint 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.
  3. Any alternation made to this form of proxy must be initialed by the person(s) who sign(s) it.
  4. Completion and delivery of this form of proxy will not preclude you from attending and voting at the 2020 First Extraordinary General Meeting if you wish.
  5. Shareholders or their proxies attending the 2020 First Extraordinary General Meeting shall produce their identity documents.

Attachments

  • Original document
  • Permalink

Disclaimer

BBMG Corporation published this content on 05 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 August 2020 08:51:11 UTC