Cocoon Holdings Limited — Proxy Solicitation & Information Statement 2004

Feb 5, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in 21CN CyberNet Corporation Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or other transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) 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.

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21CN CYBERNET CORPORATION LIMITED

(Incorporated in Bermuda with limited liability)

PROPOSED CHANGE OF COMPANY NAME

A notice convening a special general meeting (the “SGM”) of the Company to be held at 4:00 p.m., on 1 March 2004, at Crown Room, 8th Floor, The Dynasty Club Limited, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong is set out on page 3 of this circular. A form of proxy is also enclosed. Whether or not you intend to attend the SGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit with the branch share registrar of the Company in Hong Kong, Secretaries Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the SGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so desire.

4 February 2004

LETTER FROM THE BOARD

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21CN CYBERNET CORPORATION LIMITED

(Incorporated in Bermuda with limited liability)

Executive Directors: Chen Xiao Ying (Chairman) Luo Ning (Vice Chairman) Vong Tat Ieong, David (Vice Chairman) Sun Yalei Zhang Lian Yang Zhang Yue (Chief Executive Officer) Yin Yiping Xia Guilan

Independent Non-executive Directors: Tsui Yiu Wa, Alec Zhang Jian Ming

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Head Office and Principal Place of Business in Hong Kong: 6208 Central Plaza 18 Harbour Road Wanchai Hong Kong

4 February 2004

To the shareholders of the Company and for information only, the option holders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

INTRODUCTION

It was proposed by the board of directors (the “Board”) of the Company that the name of the Company be changed to “ CITIC 21CN COMPANY LIMITED ” and the Chinese name of the Company, for the purpose of identification only, be changed from “21世紀通有限公司” to “中信 21世紀有限公司 ” as published in an announcement dated 15 December 2003. A special resolution will be proposed at the SGM for the shareholders (the “Shareholders”) of the Company to consider and, if thought fit, to approve the change of the name of the Company.

PROPOSAL FOR CHANGE OF NAME

Due to the fact that China International Trust & Investment Corporation has become the largest beneficial Shareholder, the Board proposes that the name of the Company be changed to “ CITIC 21CN COMPANY LIMITED ”. The Board also proposes that the Chinese name of the Company, for the purpose of identification only, be changed from “21世紀通有限公司 ” to “中信21世紀有限公司”.

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LETTER FROM THE BOARD

The proposed change of name is subject to: (i) the passing of a special resolution approving the change of name by the Shareholders at the SGM; and (ii) the approval by the Registrar of Companies in Bermuda. The change of name of the Company will take effect from the date on which the Registrar of Companies in Bermuda enters the new name on the register in place of the existing name. Thereafter, the Company will comply with the necessary filing procedures in Hong Kong.

SHARE CERTIFICATES

The proposed change of name of the Company will not affect any rights of the Shareholders. All existing share certificates in issue bearing the existing name of the Company will, after the change of name, continue to be evidence of title to the existing shares (the “Shares”) of HK$0.01 each in the share capital of the Company and will continue to be valid for trading, settlement and registration purposes. Once the proposed change of name becomes effective, any issue of share certificates thereafter will be in the new company name and the Shares will be traded on the Stock Exchange in the new company name. A further announcement will be made by the Company as soon as the change of name becoming effective.

Shareholders may, for a period of one month from the date on which the change of name of the Company becomes effective, submit their existing share certificates in respect of the Shares to the branch share registrar of the Company in Hong Kong, Secretaries Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong to exchange at the expense of the Company for new share certificates in the new name of the Company. New share certificates will be available for collection during normal business hours at the office of Secretaries Limited within ten business days from the date of submission. Thereafter, existing share certificates will be accepted for exchange on payment of a fee of HK$2.50 (or such higher amount as may be stipulated in the Rules Governing the Listing of Securities on the Stock Exchange from time to time) for each new certificate issued or for each existing share certificate so submitted for exchange, whichever number of certificates is higher.

RECOMMENDATION

The Board is of the opinion that the change of the name of the Company is in the best interests of the Company and the Shareholders as a whole. The Board therefore recommends the Shareholders to vote in favour of the special resolution to be proposed at the SGM.

Yours faithfully,

By order of the Board

21CN CyberNet Corporation Limited Vong Tat Ieong, David Vice Chairman

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NOTICE OF SPECIAL GENERAL MEETING

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21CN CYBERNET CORPORATION LIMITED

(Incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN that a special general meeting of the 21CN CyberNet Corporation Limited (the “Company”) will be held at 4:00 p.m., on 1 March 2004 at Crown Room, 8th Floor, The Dynasty Club Limited, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution which will be proposed as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to the approval of the Registrar of Companies in Bermuda being obtained, the name of the Company be changed to “ CITIC 21CN COMPANY LIMITED ” and the Chinese name of the Company, for the purpose of identification only, be changed from “21世紀通有限公司 ” to “中信21 世紀有限公司 ” and that the directors of the Company be and are hereby authorized to do all such acts and things and execute all documents they consider necessary or expedient to effect the change of names for and on behalf of the Company.”

By order of the Board 21CN CyberNet Corporation Limited Vong Tat Ieong, David Vice Chairman

Hong Kong, 4 February 2004

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, vote in his stead. A proxy need not be a member of the Company.

2. In the case of joint registered holders of a share, any one of such joint registered holders may vote at the meeting, either personally or by a proxy, in respect of such share as if he was solely entitled thereto. However, if more than one of such joint registered holders are present at the meeting personally or by proxy, then 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 holders and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holdings, the first-named being the senior.

3. A form of proxy for use at the special general meeting is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company’s Hong Kong branch share registrar, Secretaries Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 48 hours before the time for holding the meeting or any adjourned meeting.

4. Completion and return of the form of proxy will not preclude members of the Company from attending and voting in person at the meeting should he so desire.

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