BAIOO Family Interactive Limited — Proxy Solicitation & Information Statement 2003

Jan 9, 2003

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Datronix Holdings Limited, you should at once hand this circular to the purchaser or to the bank or stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

DATRONIX HOLDINGS LIMITED 連達科技控股有限公司[*] (incorporated in Bermuda with limited liability)

Executive Directors: SIU Paul Y. alias Siu Paul Yin Tong (Chairman) SHUI Wai Mei (Vice Chairman) SHEUNG Shing Fai

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Non-executive Director: SIU Nina Margaret

Independent non-executive Directors: CHUNG Pui Lam LAM Tak Shing

Principal place of business in Hong Kong: 15th Floor North Point Industrial Building 499 King’s Road North Point Hong Kong

7 January, 2003

To the shareholders

Dear Sir or Madam,

CHANGE OF AUDITORS AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

It is proposed that at the special general meeting of Datronix Holdings Limited (“the Company”) to be held on Friday, 24 January, 2003 at 2:30 p.m. at 15th Floor, North Point Industrial Building, 499 King’s Road, North Point, Hong Kong (the “SGM”), the notice of which is set out at page 3 of this circular, an ordinary resolution will be proposed to appoint Charles Chan, Ip & Fung CPA Limited

* For identification purposes only

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(“CCIF”) as the auditors of the Company to fill the causal vacancy created by the resignation of Arthur Andersen & Co. (“AA”).

The Purpose of this circular is to provide you with information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution relating to the proposed appointment of CCIF as the new auditors of the Company.

CHANGE OF AUDITORS

The Board announces that AA have resigned as auditors of the Company on their own accord with effect from 14 August, 2002 due to the combining of the practice of AA in Hong Kong and PRC with PricewaterhouseCoopers. There were no circumstances connected with their resignation that they considered should be brought to the attention of the Company’s members or creditors as confirmed in AA’s letter of resignation. The Company wishes to appoint CCIF as its new auditors.

In accordance with Bye-law 157 of the Company’s Bye-laws, the approval of Shareholders must be sought at a special general meeting for the appointment of the new auditors to fill the causal vacancy. Accordingly, an ordinary resolution will be proposed at the special general meeting to approve the appointment of CCIF as the auditors of the Company.

RECOMMENDATION

The Directors consider that the proposed appointment of CCIF as the auditors of the Company is in the interests of the Company and so recommend you to vote in favour of the resolution at the special general meeting.

A form of proxy is enclosed with this circular for use at the SGM. Whether or not you intend to be present at the SGM, you are requested to complete and return the enclosed form of proxy to the office of the Hong Kong branch share registrar of the Company, Hong Kong Registrars Limited, at Shops 17121716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion of a form of proxy will not preclude you from attending and voting at the SGM or any adjournment thereof in person if you so wish.

Yours faithfully, For and on behalf of the Board SIU Paul Y. Chairman

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DATRONIX HOLDINGS LIMITED 連達科技控股有限公司[*]

(incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN that a special general meeting of Datronix Holdings Limited (“the Company”) will be held at 15th Floor, North Point Industrial Building, 499 King’s Road, North Point, Hong Kong on Friday, 24 January, 2003 at 2:30 p.m. for the purpose of considering, and if thought fit, passing the following resolution as an Ordinary Resolution:

ORDINARY RESOLUTION

“ THAT Charles Chan, Ip & Fung CPA Limited be and is hereby appointed as the auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company at a remuneration to be agreed by the Directors.”

By order of the Board Leung Sau Fong Company Secretary

Hong Kong, 7 January, 2003

Notes:

• i. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

• ii. To be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at Hong Kong Registrars Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

* For identification purposes only

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