Digital China Holdings Limited — Proxy Solicitation & Information Statement 2001

Jan 19, 2001

COMPANION BUILDING MATERIAL INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Companion Building Material International Holdings Limited (the "Company") will be held at Suite 2901, 29th Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong on Friday,

9th February, 2001 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:-

ORDINARY RESOLUTION

"THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of, and permission to deal in, the Consolidated Shares (as defined below):-

(a) every ten shares of HK$0.01 each in the issued and unissued share capital of the Company be consolidated into one share of HK$0.10 each ("Consolidated Share") with effect from 10:00 a.m. on 12th February, 2001; and

(b) all the Consolidated Shares shall rank pari passu in all respects and have the rights and privileges and be subject to the restrictions contained in the bye-laws of the Company."

By Order of the Board

Companion Building Material International Holdings Limited

Siu York Chee

Chairman

Hong Kong, 18th January, 2001

Principal place of business in Hong Kong:-

Suite 2901, 29th Floor

Great Eagle Centre

23 Harbour Road

Wanchai

Hong Kong

Notes:-

1. A form of proxy for use at the meeting is enclosed.

2. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the meeting. A proxy need not be a member of the Company.

3. 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 of such power or authority), must be deposited at the office of the branch registrar of the Company in Hong Kong, Standard Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting.

"Please also refer to the published version of this announcement in the Hong Kong i-mail"