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

About this update from Bbmg Corporation Class A

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. (a joint stock company incorporated in the People's Republic of China with limited liability) (Stock Code: 2009) INTERNAL RESTRUCTURING AMALGAMATION AND MERGER AGREEMENT WITH JIDONG CEMENT AND JV COMPANY AMALGAMATION AND MERGER AGREEMENT WITH JIDONG CEMENT AND JV COMPANY The Board is pleased to announce that on 31 March 2021, after trading hours, the Company entered into the Amalgamation and Merger Agreement with Jidong Cement and the JV Company, pursuant to which, 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. The Company anticipates 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%. LISTING RULES IMPLICATIONS As one of the applicable percentage ratios calculated under Rule 14.07 of the Listing Rules in respect of Amalgamation and Merger Agreement is more than 5% but less than 25%, the entering into of the Merger Agreement will constitute a discloseable transaction of the Company which is subject to the reporting and announcement requirements only under Chapter 14 of the Listing Rules. The Board is pleased to announce that on 31 March 2021, after trading hours, the Company entered into the Amalgamation and Merger Agreement with Jidong Cement and the JV Company, pursuant to which, the JV Company will amalgamate and merge with Jidong Cement such that all the assets and For identification purposes only - 1 - liabilities of the JV Company will be consolidated into Jidong Cement upon Completion. The Company anticipates 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...

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