Culturecom Holdings Limited — Proxy Solicitation & Information Statement 2001

Mar 21, 2001

(Incorporated in Hong Kong with limited liability)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting of the Members of the Company which was adjourned on 8th February, 2001 will be resumed at 10:00 a.m. on 31st March, 2001 at Turner Room, 1st Floor, Grand Stanford Inter-Continental Hong Kong, 70 Mody Road, Tsimshatsui, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution by poll which will be proposed as Ordinary Resolution:

ORDINARY RESOLUTION

"THAT:

(a) the sale and purchase agreement (the "Agreement", a copy of which has been produced to the meeting marked 'A' and has been signed by the Chairman of the meeting for the purposes of identification) dated 6th December, 2000 as supplemented by a supplemental agreement dated 12th December, 2000 and an extension letter dated 19th January, 2001 made between (i) the Company and (ii) E-Cash Ventures Limited relating to, inter alia, the sale and purchase of (i) 4,600 shares of Mutual Luck Investment Limited and (ii) an interest-free loan of HK$123,222,298 at the consideration of HK$120,000,000, be and is hereby approved and confirmed; and

(b) any director of the Company be authorized to implement and take all steps and do any and all acts and things and execute all documents as may be necessary or desirable to give effect to the Agreement."

By Order of the Board

LAI YICK FUNG

Company Secretary

Hong Kong, 20th March, 2001

Notes:

(a) Full details of the proposed Ordinary Resolution are contained in a circular dated 22nd January, 2001, which has been despatched to all the member of the Company together with a form of proxy. Extra copies of the proxy form can be obtained from the registered office of the Company.

(b) A member entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a poll, vote on his/her behalf. A proxy need not be a member of the Company.

(c) In order to be valid, the 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 the registered office of the Company at Rooms 308-312, 3/F., Kwong Sang Hong Centre, 151-153 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting.

(d) Completion and return of the form of proxy will not preclude a member from attending the meeting. In the event that a member who has lodged a form of proxy attends the meeting, the form of proxy will be deemed to have been revoked.

(e) The instrument appointing a proxy to vote at a general meeting shall be valid for any adjournment of the meeting. A member who has previously lodged a form of proxy for the original meeting need not send a form of proxy for the adjourned meeting unless he/she wishes to revoke the previous instruction.

Please also refer to the published version of this announcement in the Hong Kong iMail.