China National Building Material : NOTICE OF THE ANNUAL GENERAL MEETING

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of China National Building Material Company Limited (the "Company") will be held at 9:30 a.m. on Friday, 14 May 2021 at Tower 2, Guohai Plaza, No. 17 Fuxing Road, Haidian District, Beijing, the People's Republic of China (the "PRC") for the purposes of considering and, if thought fit, passing the following resolutions. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular dated 9 April 2021 issued by the Company (the "Circular").

AS ORDINARY RESOLUTIONS

1. To consider and approve the report of the board of Directors of the Company (the "Board") for the year ended 31 December 2020.
2. To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2020.
3. To consider and approve the report of the auditors and audited financial statements of the Company for the year ended 31 December 2020.
4. To consider and approve the profit distribution plan and the final dividend distribution plan of the Company for the year ended 31 December 2020 and to authorise the Board to distribute such final dividend to the Shareholders of the Company.
5. To consider and approve the grant of authorisation to the Board to deal with all matters in relation to the Company's distribution of interim dividend for the year 2021 in its absolute discretion (including, but not limited to, determining whether to distribute interim dividend for the year 2021).

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6. To consider and approve the continuation of appointment of Baker Tilly China Certified Public Accountants (Special General Partnership) as the domestic auditor of the Company and Baker Tilly Hong Kong Limited as the international auditor of the Company, to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to determine their remuneration.

AS SPECIAL RESOLUTIONS

7. For the purpose of increasing the flexibility and efficiency in operation of the Company, to give a general mandate to the Board to allot, issue and deal with additional Unlisted Shares of which the number does not exceed 20% of the number of Unlisted Shares in issue and additional H Shares of which the number does not exceed 20% of the number of H Shares in issue as at the date of this resolution and authorise the Board to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new share capital structure upon the allotment or issuance of shares:

"THAT

1. (a) subject to paragraph (c) below and in accordance with the relevant requirements of the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC, the exercise by the Board during the Relevant Period of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional Unlisted Shares and H Shares and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be hereby generally and unconditionally approved;
2. 1. the approval in paragraph (a) above shall authorise the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
   2. each of the aggregate number of Unlisted Shares and H Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph
   3. 1. shall not exceed 20% of each of the aggregate number of the issued Unlisted Shares and H Shares in issue as at the date of passing this resolution, other than pursuant to (i) a Rights Issue or (ii) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association; and

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1. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or other applicable laws to be held; or
   3. the revocation or variation of the authority given under this resolution by a special resolution of the Company at a general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws, or the requirements, of any recognised regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.

1. the Board is authorised to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new share capital structure upon the allotment or issuance of shares as provided in sub-paragraph (a) of paragraph (A) of this resolution."

8. To consider and approve the Company's issuance of debt financing instruments in one or several tranche(s) within the limit of issue permitted under relevant laws and regulations as well as other regulatory documents and grant of authorisation to the Board and/or its authorised person(s) to handle all relevant matters in relation to the issuance of debt financing instruments:

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"THAT

1. from the date on which a special resolution is approved to the end of the next annual general meeting of the Company to (i) authorise the Board to and the Board would in turn grant such authorisation to the chairman of the Board, the president or the chief financial officer of the Company to, within the limit of issue permitted by relevant laws and regulations as well as other regulatory documents, determine and handle matters in relation to the issue of debt financing instruments by the Company in an amount of RMB95 billion or less (that is, the outstanding balance of various debt financing instruments issued under this mandate shall not be more than RMB95 billion or the foreign currency equivalent calculated by using the middle exchange rate announced by the People's Bank of China on the date of issue) ("Current issue"); (ii) issue debt financing instruments (including DFI mode issuance) in one or more tranche(s), including but not limited to debt financing instruments denominated in Renminbi or foreign currencies such as corporate bond, renewable corporate bond, exchangeable bond, convertible bond, green corporate bond, enterprise bond, renewable enterprise bond, four types of debt financing instruments (DFI mode) under unified registration (i.e. short-term commercial paper, super short-term commercial paper, medium- term notes and perpetual medium-term notes), asset securitisation products, asset-backed notes and the Debt Financing Scheme of the Beijing Financial Assets Exchange; and
2. to authorise the Board and/or its authorised persons, to determine and finalise the terms and conditions and all matters in relation to the issue of debt financing instruments based on the needs of the Company and the market conditions, including but not limited to determining the terms and conditions of such debt financing instruments actually issued, such as the type, specific varieties, issue size, total amount, currency, interest rate, term, issuance targets, method of issuance, use of proceeds; apply to the relevant authorities for handling issues on approval, registration, filing and other procedures in connection with the issue; determine and deal with relevant issues in connection with the listing of such debt financing instruments which have already been issued; produce, sign and disclose all necessary documents and handle all other necessary matters; and (unless shareholders' approval is required under relevant law and regulations or the Articles of Association) implement corresponding adjustments to matters such as the specific proposal regarding any issuance of debt financing instruments in accordance with comments from regulatory authorities or prevailing market conditions.

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The mandate in paragraph (A) and (B) above is valid from the date on which it is approved at the AGM to the end of the next annual general meeting of the Company. If the Board and/or its authorised person(s) has determined to carry out the issue within the effective period of this mandate, and the Company has obtained the approval, permission or registration of the issue from the relevant regulatory authorities during the effective period of the mandate, the Company is allowed to complete the issue so far as such approval, permission or registration remains valid."

9. (a) To consider and approve the proposed amendments to the Articles of Association: "THAT the proposed amendments to the Articles of Association as set out in Appendix I of the Circular be and are hereby approved and the Board be and is hereby authorised to deal with on behalf of the Company the relevant application, approval, registration, filing procedures and other related issues arising from the amendments to the Articles of Association"; and

1. To consider and approve the proposed amendments to the Rules of Procedure for Shareholders' General Meetings: "THAT the proposed amendments to the Rules of Procedure for Shareholders' General Meetings as set out in Appendix I of the Circular be and are hereby approved and the Board be and is hereby authorised to deal with on behalf of the Company the relevant application, approval, registration, filing procedures and other related issues arising from the amendments to the Rules of Procedure for Shareholders' General Meetings".

By order of the Board

China National Building Material Company Limited*

Cao Jianglin

Chairman of the Board

Beijing, the PRC

9 April 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.

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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 every resolution put to vote at the AGM in accordance with the Articles of Association. An announcement on the poll vote results will be made by the Company after the AGM 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 Tuesday, 11 May 2021 to Friday, 14 May 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 AGM, 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 Monday, 10 May 2021.
3. For determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Friday, 21 May 2021 to Wednesday, 26 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, 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 Thursday, 20 May 2021. The final dividend is expected to be paid on or before Wednesday, 30 June 2021 to the Shareholders whose names appear on the registers of members of the Company on Wednesday, 26 May 2021.
4. A Shareholder entitled to attend and vote at the AGM 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.
5. 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.
6. 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 Unlisted 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 AGM (i.e. not later than 9:30 a.m. on Thursday, 13 May 2021) or any adjournment thereof (as the case may be).
7. 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 AGM.

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1. 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.: ([phone]
   Facsimile No.: ([phone]
2. 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.: ([phone]
   Facsimile No.: ([phone]
3. In accordance with the Company's 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 AGM, and this notice shall be deemed to be given to all joint holders of such share.
4. The AGM is expected to be concluded within half a day. Shareholders (in person or by proxy) attending the AGM are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the AGM shall produce identity documents.
5. References to time and dates in this notice are to Hong Kong time and dates.

• For identification only

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