BBMG : INTERNAL RESTRUCTURING - AMALGAMATION AND MERGER AGREEMENT WITH JIDONG CEMENT AND JV COMPANY

Date:

31 March 2021 (after trading hours)

Parties:

(i)

The Company;

(ii)

Jidong Cement; and

(iii)

JV Company.

Subject matter:

Pursuant to the Amalgamation and Merger Agreement, the JV

Company will amalgamate and merge with Jidong Cement such that

all the assets and liabilities of the JV Company will be consolidated

into Jidong Cement upon Completion. It is anticipated that the JV

Company will cease to exist within 1 year after Completion. Jidong

Cement will issue the Consideration Shares to the Company in

consideration for the 47.09% equity interests directly held by the

Company in the JV Company. Upon Completion, the effective

equity interests of the Company in Jidong Cement will be

approximately 56.58%.

Conditions precedent:

The Amalgamation and Merger Agreement will become effective

subject to the fulfillment of, amongst other things, the following

conditions precedent:

(i)

the valuation report in respect of the JV Company has

obtained approval from Beijing SASAC;

(ii)

the board of directors and shareholders of Jidong Cement

have approved the entering into of the Amalgamation and

Merger Agreement and the transactions contemplated

thereunder;

(iii)

BBMG has obtained all necessary internal approvals for

entering into of the Amalgamation and Merger Agreement

and the transactions contemplated thereunder;

(iv)

the shareholders of the JV Company having approved the

entering into of the Amalgamation and Merger Agreement

and the transactions contemplated thereunder;

(v) Beijing SASAC has given its approval to the Amalgamation

and Merger Agreement and the transactions contemplated

thereunder; and

(vi)

the China Securities Regulatory Commission has given its

approval to the Amalgamation and Merger Agreement and the

transactions contemplated thereunder.

Consideration:

Jidong Cement shall issue the Consideration Shares to the Company

in respect of the 47.09% equity interests in the JV Company

directly held by the Company.

The total number of Consideration Shares to be issued by Jidong

Cement shall be calculated by dividing the total value of the

47.09% equity interests held by the Company in the JV Company

by the average price of the Consideration Shares.

As at the date of this announcement, the estimated valuation

(subject to the approval of Beijing SASAC) of the JV Company is

approximately RMB28,950 million, accordingly the estimated value

of the 47.09% equity interests of the Company in the JV Company

is approximately RMB13,633 million. The average price of the

Consideration Shares is RMB13.28 (representing not less than 90%

of the average trading price of Jidong Cement on the Shenzhen

Stock Exchange for the preceding 60 trading days prior to this

announcement). Accordingly, the estimated total number of

Consideration Shares to be issued by Jidong Cement will not

exceed 1,030 million shares. The Consideration Shares will be

applied for listing on the Shenzhen Stock Exchange by Jidong

Cement.

Completion:

Completion shall take place on the 60th day after the fulfilment of

all the conditions precedent (or any other date agreed between

Jidong Cement and the JV Company).

Effect of Completion:

Upon Completion, Jidong Cement will be held directly by the

Company and Jidong Development as to 47.21% and 17.03%

respectively. The financial statements of Jidong Cement will

continue to be consolidated into the financial statements of the

Company.

Jidong Cement

17,711

million

JV Company

25,354

million

For the year ended

For the year ended

31 December 2020

31 December 2019

(RMB)

(RMB)

Profit before tax

6,753

million

6,254

million

Profit after tax

5,184

million

4,905

million

For the year ended

For the year ended

31 December 2020

31 December 2019

(RMB)

(RMB)

Profit before tax

5,728

million

5,503

million

Profit after tax

4,490

million

4,241

million

7.00%

Jidong Development

55.00%

47.21%

Jidong Development

"Amalgamation and Merger

the amalgamation and merger agreement dated 31 March 2021

Agreement"

entered into between the Company, Jidong Cement and the JV

Company;

"Board"

the board of directors of the Company;

"Beijing SASAC"

State-owned Assets Supervision and Administration Commission of

People's Government of Beijing Muncipality (北京市人民政府國

有資產監督管理委員會);

"Company"

BBMG Corporation* (北京金隅集團股份有限公司), 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: 02009) and the A shares of which are

listed on the Shanghai Stock Exchange (Stock Code: 601992);

"Consideration Shares"

the shares to be issued by Jidong Cement pursuant to the

Amalgamation and Merger Agreement in consideration for the

47.09% equity interests in the JV Company directly held by the

Company;

"Completion"

completion of the transactions contemplated under the

Amalgamation and Merger Agreement, including but not limited

to, the issue of Consideration Shares by Jidong Cement to the

Company and the amalgamation and merger between Jidong

Cement and the JV Company;

"Jidong Cement"

Tangshan Jidong Cement Co., Ltd.* (唐山冀東水泥股份有限公司),

a joint stock company established under the laws of the PRC with

limited liability and the shares of which are listed on the Shenzhen

Stock Exchange (Stock Code: 000401);

"Jidong Development"

Jidong Development Group Co., Ltd.* (冀東發展集團有限責任公

司), a company established under the laws of the PRC with limited

liability and owned directly as to 55% by the Company as at the

date of this announcement;

"JV Company"

BBMG Jidong Cement (Tangshan) Company Limited* (金隅冀東

水泥（唐山）有限責任公司), a joint venture company established

under the laws of the PRC owned directly as to 47.09% and 52.91%

by the Company and Jidong Cement respectively as at the date of

this announcement;

"Listing Rules"

the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited;

"PRC"

the People's Republic of China;

"RMB"

Renminbi, the lawful currency of the PRC;

"Shareholders"

shareholders of the Company;

"Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"%"

per cent.

By order of the Board

BBMG*

Zeng Jin

Chairman

Beijing, the PRC

31 March 2021