Articles of Association of BBMG Corporation Articles of Association of BBMG Corporation (Reviewed and approved by the inauguration meeting and the first general meeting held on 21 December 2005, reviewed and amended by the first extraordinary general meeting of 2007 of the Company held on 25 April 2007, reviewed and amended by the third extraordinary general meeting of 2007 of the Company held on 20 September 2007, reviewed and amended by the sixth extraordinary general meeting of 2007 of the Company held on 21 December 2007, reviewed and amended by the second extraordinary general meeting of 2008of the Company held on 6 August 2008, reviewed and amended by the first extraordinary general meeting of 2010 of the Company held on 30 March 2010, reviewed and amended by the third extraordinary general meeting of 2010 of the Company held on 14 September 2010, reviewed and amended by the first extraordinary general meeting of 2012 of the Company held on 26 October 2012, reviewed and amended by the first extraordinary general meeting of 2013 of the Company held on 30 October 2013, reviewed and amended by the 2013 annual general meeting of the Company held on 22 May 2014, reviewed and amended by the 2015 second extraordinary general meeting of the Company held on 27 November 2015 and reviewed and amended by the 2016 first extraordinary general meeting of the Company held on 15 August 2016 and reviewed and amended by the 2017 second extraordinary general meeting of the Company held on 15 December 2017 and reviewed and amended by the 2017 annual general meeting of the Company held on 24 May 2018 and reviewed and amended by the 2018 second extraordinary general meeting of the Company held on 16 October 2018) *The original version of the Articles of Association of BBMG Corporation is in Chinese, and the English version of the Articles of Association is the translation from the Chinese original. Should there be any discrepancy between the Chinese and English versions of the Articles of Association, the Chinese version shall prevail. CHAPTER 1 GENERAL PROVISIONS Article 1 To safeguard the legal interests of BBMG Corporation Hong Kong (the“Company”), its shareholders and creditors and regulate the organization Listing Rules and behaviour of the Company, the Articles of Association are formulated in Appendix 13D accordance with the Company Law of the People’s Republic of China ( 中華 人民共和國公司法 ) (the “Company Law”), Securities Law of the People’s Section 1(a) Republic of China ( 中華人民共和國證券法 ) (the “Securities Law”), Guidelines Constitution of the Communist Party of China (中國共產黨章程) (the “Party Article 1 Constitution”), the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies ( 國務院關 於股份有 限公司境外募集股份及上市的特別規定 ) (the “Special Regulations”), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas ( 到境外上市公司章程必備條款 ) (the “Mandatory Provisions”), the Circular Regarding Opinions on thee - 1 - Articles of Association of BBMG Corporation Amendments of Articles of Association of Companies Listed in Hong Kong ( 關於到香港上市公司對 公司章程作補充修改的意見的函 ) (the “Opinion Circular”), the Guidelines on Articles of Association of Listed Companies ( 上市公司章程指引 ) (the “Guidelines”) and the other relevant requirements. Article 2 The Company was established as a joint stock limited company Mandatory under the Company Law, Special Regulations and other relevant laws and Provisions administrative regulations of the PRC. Article 1 The Company was jointly promoted by BBMG Group Company Guidelines Article 2 Limited (now renamed as BBMG Assets Management Co., Ltd.), China National Non-Metallic Materials Corporation (now renamed as China National Materials Company Limited), Hopeson Holdings Limited, Beifang Real Estate Development Co., Ltd., Tianjin Building Materials Group (Holding) Co., Ltd. as approved by Beijing Municipal Commission of Development and Reform ( 北京市發展和改革委員會 ) with the approval document of Jing Fa Gai [2005] No. 2682. On 22 December 2005, the Company filed registration with Beijing Administration for Industry and Commerce and obtained the enterprise legal person business licence. The unified social credit code of the enterprise legal business licence currently held by the Company is 91110000783952840Y. Article 3 The Chinese name of the Company: Mandatory Provisions 北京金隅集團股份有限公司 Article 2 The registered English name of the Company: BBMG Corporation Guidelines Short form of the Company’s Chinese name: 金隅集團 Article 4 Short form of the Company’s English name: BBMG - 2 - Articles of Association of BBMG Corporation Article 4 The Company’s domicile: Mandatory 36 North Third Ring East Road, Dongcheng District, Beijing Provisions Telephone number: +86 010 66411587 Article 3 Fax number: +86 010 66412028 Guidelines Postal code: 100013 Article 5 Article 5 The Company’s legal representative is the chairman of the board of Mandatory directors of the Company. Provisions Article 4 Guidelines Article 8 Article 6 The Company is a joint stock limited company in perpetual Mandatory existence. Provisions Article 5 The Company is an independent legal entity, owns independent Company Law property of a corporate body, is entitled to property right of a corporate body, Article 3 and possesses the civil rights and assumes the civil liabilities prescribed by Guidelines law. Articles 7, 9 All capital of the Company is divided into shares with same par value per share. The rights and liabilities of the shareholders of the Company to the Company are limited to the shares held by them, and the Company is liable for its debts to the extent of its entire assets. Article 7 The Articles of Association are passed by way of special resolution Mandatory at the general meeting of the Company with approval of the relevant Provisions authorities of the State, and come into effect from the date of listing of the Article 6 Company’s renminbi ordinary shares (“A Shares”) on the Shanghai Stock Guidelines Exchange. The Company’s original articles of association filed with the Article 10 relevant administration for industry and commerce shall be superseded by the Articles of Association. - 3 - Articles of Association of BBMG Corporation From the date of the Articles of Association becoming effective, the Articles of Association constitute a legally binding document regulating the Company’s organization and behaviour, and the rights and obligations between the Company and the shareholders and among the shareholders. Article 8 The Articles of Association are binding on the Company and its Mandatory shareholders, members of the Party Committee (Committee for Discipline Provisions Inspection (CDI)) directors, supervisors, president and other senior Article 7 management, all of whom may assert rights in respect of the Company’s affairs in accordance with the Articles of Association. Shareholders may institute legal proceedings against the Company Guidelines pursuant to the Articles of Association; the Company may institute legal Articles 10, 11 proceedings against its shareholders, directors, supervisors, president and other senior management pursuant to the Articles of Association; shareholders may, pursuant to the Articles of Association, institute legal proceedings against other shareholders; and shareholders of the Company may, pursuant to the Articles of Association, institute legal proceedings against the directors, supervisors, president and other senior management of the Company. The legal proceedings referred to in the preceding paragraph include court proceedings and arbitration proceedings. Other senior management referred to in the preceding paragraph include the vice presidents, chief financial officer, board secretary and the general legal counsel. Article 9 The Company may, pursuant to the requirements for business development and with the approval of the relevant government authority, establish subsidiary or branch, representative office or office in overseas jurisdiction, in Hong Kong Special Administrative Region (“HKSAR”), Macau Special Administrative Region (“Macau”) and Taiwan. - 4 - Articles of Association of BBMG Corporation Article 10 The Company may invest in other enterprises. However, unless Company Law stipulated by laws otherwise, the Company shall not be jointly and severally Article 15 liable to such enterprise(s) for their liabilities as their investor. Mandatory Provisions Article 8 CHAPTER 2 OBJECTIVES AND SCOPE OF BUSINESS Article 11 The business objectives of the Company are: to independently Mandatory develop various businesses, to promote the level of operations management Provisions and its core competitiveness and to maximize the shareholders’ interest and Article 9 the value of the Company, in compliance with the laws and administrative Guidelines regulations of the State and implement policies of the State. Article 12 Article 12 The scope of business of the Company shall be based on the Mandatory projects approved by the examination and approval department subject to the Provisions examination and approval by the administration for industry and commerce. Article 10 Guidelines The scope of the Company’s business includes: manufacture, sales, Article 13 building materials, furniture and construction hardware; processing of timber; operation of property development; property management, hotel services, technological development, technological services; organizing cultural exchange activities; leasing of machinery and equipment and other businesses as permitted under the laws and regulations. The Company may, pursuant to the demand of the domestic and international markets, its own development capabilities and business needs, change the scope of business in accordance to the laws. In compliance with the laws and administrative regulations of the PRC, the Company shall have the rights of financing, including but not limited to borrowing funds, issuing the Company’s shares, debentures, pledging or charging in whole or in part the ownership or title of use or other interests - 5 - Articles of Association of BBMG Corporation as permitted under the PRC laws and administrative regulations of the Company’s assets and providing guarantee for the debts of third parties pursuant to the relevant laws and regulations and the requirements of the Articles of Associations. CHAPTER 3 SHARES, SHARE TRANSFER AND REGISTERED CAPITAL Article 13 The Company shall have ordinary shares at all times. The ordinary Mandatory shares issued by the Company include domestic shares and foreign shares. Provisions It may have other kinds of shares according to needs, upon approval of the Article 11 examination and approval department authorized by the State Council, subject to the requirements of the laws and administrative regulations. Article 14 Certificates will be issued for the shares of the Company. All the Mandatory shares issued by the Company shall have a par value of RMB1.00 for each Provisions share. Article 12 Guidelines The term “RMB” mentioned in the above paragraph shall refer to the Articles 14, 16 legal tender of the People’s Republic of China. Article 15 Subject to the approval of the competent securities regulatory Mandatory authority of the State Council, the Company may issue shares to domestic and Provisions foreign investors. Article 13 The term “foreign investors” mentioned in the preceding paragraph shall refer to investors from foreign countries or from Hong Kong, Macau or Taiwan that subscribe for shares issued by the Company, and the term “domestic investors” shall refer to investors within the People’s Republic of China, excluding the above-mentioned regions, that subscribe for shares issued by the Company. - 6 - Articles of Association of BBMG Corporation Article 16 Shares issued by the Company to domestic investors for Mandatory subscription in renminbi are referred to as domestic shares. Shares issued by Provisions the Company to foreign investors for subscription in foreign currencies are Article 14 referred to as foreign shares. Foreign shares listed overseas are referred to as overseas listed foreign shares. Hong Kong Listing Rules The term “foreign currencies” mentioned in the preceding paragraph Appendix 3 shall refer to the legal tenders (other than renminbi) of other countries or Rule 9 regions which are recognized by the competent authority in charge of foreign exchange of the State and can be used to pay the share consideration to the Company. The overseas listed foreign shares of the Company listed in Hong Kong Guidelines shall refer to as H Shares. H Shares are shares which have been admitted for Article 17 listing on The Stock Exchange of Hong Kong Limited (the “SEHK”) with a par value denominated in renminbi and are subscribed and traded in Hong Kong dollars. Upon obtaining an approval from the competent securities regulatory authority of the State Council, holders of domestic shares of the Company may transfer the Company’s shares held by them to foreign investors and have such shares listed and traded overseas. Shares transferred and listed on an overseas stock exchange shall also be subject to the regulatory procedures, regulations and requirements of the overseas securities market. No class meeting of shareholders is required for voting with regard to the listing and trading of the shares so transferred on such overseas stock exchange. Domestic shares of the Company are deposited with the Shanghai Branch of China Securities Depository and Clearing Corporation Limited, while H Shares of the Company are primarily deposited with the Hong Kong Securities Clearing Company Limited. - 7 - Articles of Association of BBMG Corporation Article 17 As approved by the examination and approval department, a total Mandatory of 1,800,000,000 ordinary shares were issued to, subscribed and held by the Provisions promoters, namely BBMG Group Company Limited (now renamed as Article 15 BBMG Assets Management Co., Ltd.), China National Non- Metallic Guidelines Materials Corporation (now renamed as China National Materials Article18 Company Limited), Hopeson Holdings Limited, Beifang Real Estate Development Co., Ltd. and Tianjin Building Materials (Holding) Co., Ltd., at the inception of the Company. The number of shares subscribed and method of capital contribution by each of the promoters are set out as follows: 1. 1,095,120,000 shares, representing 60.84% of the total number of ordinary shares, were subscribed by BBMG Group Company Limited (now renamed as BBMG Assets Management Co., Ltd.) through the contribution of net assets; 2. 239,580,000 shares, representing 13.31% of the total number of ordinary shares, were subscribed by China National Non-Metallic Materials Corporation (now renamed as China National Materials Company Limited) through cash contribution; 3. 205,380,000 shares, representing 11.41% of the total number of ordinary shares, were subscribed by Hopeson Holdings Limited through cash contribution; 4. 136,800,000 shares, representing 7.6% of the total number of ordinary shares, were subscribed by Beifang Real Estate Development Co., Ltd. through cash contribution; and 5. 123,120,000 shares, representing 6.84% of the total number of ordinary shares, were subscribed by Tianjin Building Materials (Holding) Co., Ltd. through cash contribution. - 8 - Articles of Association of BBMG Corporation In July 2008, with the approval of the examination and approval authorities of the State, the Company increased its share capital, and after such increase, there were 2,800,000,000 ordinary shares. At the same time, a shareholder, BBMG Group Company Limited (now renamed as BBMG Assets Management Co., Ltd.), acquired 136,800,000 shares of the Company from Beifang Real Estate Development Co., Ltd. After such capital increase and share transfer, the shareholding structure of the Company was as follows: Name of Number of Shares Percentage of Shareholder Held (ten thousand shareholding (%) shares) BBMG Group 184,032 65.73 Company Limited (now renamed as BBMG Assets Management Co., Ltd.) China National 23,958 8.56 Materials Company Limited Tianjin Building 12,312 4.40 Materials Group (Holdings) Co., Ltd. Hopeson Holdings 20,538 7.34 Limited New Horizon Jasmine 13,310 4.75 Investment Limited (currently known as Jasmine Island Investment Limited) - 9 - Articles of Association of BBMG Corporation China Ci nda Asset 7,600 2.71 Management Corporation (now renamed as China Cinda Asset Management Company Limited) Hua Xi Xin Yu 6,840 2.44 Investment Co., Ltd. Winfirst Investment 6,000 2.14 Group Company Limited Beijing Taihong 5,410 1.93 Investment (Group) Co., Ltd. Total 280,000 100% Article 18 Mandatory With the approval of China Securities Regulatory Commission, a total Provisions of 1,169,382,435 H Shares were issued by the Company under the initial Article 16 public offering and listed on the SEHK. Upon completion of the initial public Guidelines offering of H Shares, the shareholding structure of the Company was as Article19 follows: 3,873,332,500 ordinary shares, of which 2,703,950,065 shares are held by holders of domestic shares and holders of the original unlisted foreign shares, accounting for approximately 69.81% of the total number of ordinary shares, and 1,169,382,435 shares are held by holders of H Shares, accounting for approximately 30.19% of the total number of ordinary shares. With the approval of China Securities Regulatory Commission, a total of 410,404,560 A Shares were issued by the Company under the initial public offering and listed on the Shanghai Stock Exchange. - 10 -