Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

(a joint stock limited company incorporated in the People's Republic of China with limited liability of its members)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting ("EGM") of China National Building Material Company Limited (the "Company") will be held at 9:30 a.m. on Tuesday, 23 March 2021 at Tower 2, Guohai Plaza, No. 17 Fuxing Road, Haidian District, Beijing, the People's Republic of China for the purpose of considering and, if thought fit, passing the following resolution. Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 4 March 2021 (the "Circular").

AS ORDINARY RESOLUTION

1. To consider and approve the CNBM Indicative Agreement, the CNBM Supplemental Agreement, and the Restructuring and all other matters incidental thereto or in connection therewith:

"THAT

(A) the CNBM Indicative Agreement, the CNBM Supplemental Agreement, and the Impairment

Compensation Agreement a copy of each of which has been produced to the meeting marked "A", "B", and "C" respectively and signed by the chairman of the meeting for identification purposes, and the Restructuring and all other matters incidental thereto or in connection therewith be and are hereby approved and confirmed; and

(B) any one executive director or Secretary of the Board of the Company be and is hereby authorised for and on behalf of the Company, amongst other matters, to sign, seal, stamp, execute, perfect, deliver, do or to authorise signing, executing, perfecting and delivering and doing all such documents, deeds, acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Restructuring and to make and agree such variations in or to the terms of the CNBM Indicative Agreement and/or the CNBM Supplemental Agreement and/or the Impairment Compensation Agreement as the Board may think fit."

By order of the Board

China National Building Material Company Limited*

Cao Jianglin

Chairman of the Board

Beijing, the PRC

4 March 2021

As at the date of this notice, the board of directors of the Company comprises Mr. Cao Jianglin, Mr. Peng Shou, Mr. Cui Xingtai and Mr. Fu Jinguang as executive directors, Ms. Zhan Yanjing, Mr. Chang Zhangli, Mr. Tao Zheng, Mr. Chen Yongxin, Mr. Shen Yungang and Ms. Fan Xiaoyan as non-executive directors and Mr. Sun Yanjun, Mr. Liu Jianwen, Mr. Zhou Fangsheng, Mr. Li Jun and Ms. Xia Xue as independent non-executive directors.

Notes:

  • (1) All resolutions at the meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands pursuant to the Listing Rules. The chairman of the meeting will therefore demand a poll for the resolution put to vote at the EGM in accordance with the Articles of Association. An announcement on the poll vote results will be made by the Company after the EGM in the manner prescribed under Listing Rule 13.39(5). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

  • (2) For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Thursday, 18 March 2021 to Tuesday, 23 March 2021, both dates inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, holders of the H Shares whose transfers have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company's H Share Registrar in Hong Kong, Tricor Investor Services Limited for registration not later than 4:30 p.m. on Wednesday, 17 March 2021.

  • (3) A Shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a Shareholder of the Company. Where a Shareholder appoints more than one proxy, his proxies can only vote on a poll.

  • (4) The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised. If the Shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorised attorney(s). If that instrument is signed by an attorney of a Shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

  • (5) In order to be valid, the form of proxy together with the power of attorney or other authorisation document (if any) must be deposited at the Secretariat of the Board at the Company's principal place of business in the PRC for holders of the Domestic Shares and the Unlisted Foreign Shares, and at the Company's H Share Registrar in Hong Kong, Tricor Investor Services Limited, for holders of the H Shares not less than 24 hours before the time appointed for the EGM (i.e. not later than 9:30 a.m. on Monday, 22 March 2021) or any adjournment thereof (as the case may be).

  • (6) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or loss of capacity of the appointer, or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of shares in respect of which the proxy is given, provided that no notice in writing of these matters shall have been received by the Company prior to the commencement of the EGM.

  • (7) The address and contact details of the Company's H Share Registrar in Hong Kong, Tricor Investor Services Limited, are as follows:

    Level 54, Hopewell Centre

    183 Queen's Road East

    Hong Kong

    Telephone No.: (+852) 2980 1333

    Facsimile No.: (+852) 2810 8185

  • (8) The address and contact details of the Company's principal place of business in the PRC are as follows:

    Tower 2, Guohai Plaza

    No. 17 Fuxing Road

    Haidian District

    Beijing, the PRC

    Telephone No.: (+86) 10 6813 8300

    Facsimile No.: (+86) 10 6813 8388

  • (9) In accordance with the Articles of Association, where two or more persons are registered as the joint holders of any share, only the person whose name appears first in the register of members shall be entitled to receive this notice, to attend and exercise all the voting powers attached to such share at the EGM, and this notice shall be deemed to be given to all joint holders of such share.

  • (10) The EGM is expected to be concluded within half a day. Shareholders (in person or by proxy) attending the EGM are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the EGM shall produce identity documents.

  • (11) References to time and dates in this notice are to Hong Kong time and dates.

* For identification purpose only

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CNBM - China National Building Material Co. Ltd. published this content on 03 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 March 2021 10:03:07 UTC.