CMON Limited — AGM Information 2005

Oct 12, 2005

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瀋陽公用發展股份有限公司 Shenyang Public Utility Holdings Company Limited

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

(Stock Code: 747)

NOTICE OF EXTRAORDINARY GENERAL MEETING

A meeting of the board of the directors (the “Board”) of Shenyang Public Utility Holdings Company Limited (the “Company”) was held at the premise of the Company on 10th October, 2005. At the meeting, it was discussed that pursuant to the service agreements for each of the directors (the “Directors”) and the supervisors (the “Supervisors”) of the Company, the term of their appointment, which cannot exceed three years pursuant to the Company Law of the People’s Republic of China, expired on 10th October, 2005. In this regard, the Board proposed the appointment of a total of 13 candidates (the “Proposed Directors”), namely Mr. Xu Er Hui, Mr. Wang Se, Mr. Shek Kim Ming, Mr. Michel P. DETAY, Mr. Choy Shu Kwan, Wilson, Mr. Cui Yan (all are existing Directors) and Mr. An Mu Zong, Mr. Liu Chang Lin, Mr. Wang Zai Xing, Mr. Deng Yan Bin, Mr. Lin Dong Hui, Mr. Wang Hui, Mr. Cai Lian Jun (all are proposed new Directors) as Directors and a total of 3 candidates (the “Proposed Supervisors”), namely Mr. Yang Zhi An (an existing Supervisor), Mr. Wang Xing Ye and Ms. Wan Li Na (all are proposed new Supervisors) as Supervisors. It was resolved at the meeting that the Company would hold an extraordinary general meeting (the “EGM”) on Monday, 28th November, 2005 at 9:00 a.m. at No. 14 Shisiwei Road, Heping District, Shenyang, the People’s Republic of China for the following purposes:

1. to consider and approve the extension of the term of the second board Directors and second board Supervisors to the date of the EGM by way of ordinary resolution;

2. to consider and approve the appointment of the Proposed the third board Directors and the Proposed third board Supervisors by way of ordinary resolution (Please refer to Appendix I for the brief biographies of the Proposed Directors and the Proposed Supervisors); and

3. to consider and approve, subject to the consent from relevant governing authorities to the alterations to the articles of association of the Company (“Articles”), the following amendments to the Article 119,120 and 124 by way of a special resolution:-

4. (1) Article 119 is amended as follow:

“The supervisory committee shall comprise 3 supervisors, each whom with a term of office of three years and is eligible for re-election.

The supervisory committee shall have one chairman. The election or removal of the chairman of the supervisory committee shall be decided by two-thirds or more of the supervisors. The chairman shall serve for a term of three years and is eligible for re-election.”

• (2) Article 120 is amended as follow:

“The members of the Supervisory Committee shall comprise two representatives of shareholders and one representative of staff and workers. The election and removal of the representatives of shareholders shall be decided by shareholders in Shareholders’ General Meeting, while the representative of staff and workers shall be elected and removed by staff and workers of the Company in a democratic way.

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External supervisors who are not employees of the Company shall constitute two-thirds of the total number of supervisors. External supervisors shall include one independent supervisor who is independent of the shareholders and is not an employee of the Company. External supervisors are entitled to independently report to the shareholders’ meeting on the integrity and fiduciary performance of the management.”

• (3) Article 124 is amended as follow:

“Resolutions of the supervisory committee shall be made by the affirmative vote of two-thirds or more of the supervisors.”

To authorize the Board of the Company to submit the proposed amendments to relevant authorities in the PRC for approval and registration, and to make any further amendments, if necessary, as required by the state authorities in charge of granting approval to the alterations to the Articles.

By Order of the Board Wang Se Company Secretary

Shenyang, the PRC, 12th October, 2005

Notes:

1. Each shareholder entitled to attend and vote at the meeting is entitled to appoint in written form one or more proxies to attend and vote at the meeting on his/her behalf. A proxy need not be a member of the Company. Shareholders or their proxies are entitled to attend the meeting and vote.

2. To be valid, the proxy form together with the certified power of attorney or authority (if any) must be delivered to the Company’s H share registrar in Hong Kong, Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong or the place of operation of the Company at No. 14 Shisiwei Road, Heping District, Shenyang, the People’s Republic of China not less than 24 hours before the time of the meeting.

3. Shareholders or their proxies shall produce their identity documents when attending the meeting.

4. The register of the members of the Company will be closed from 29th October, 2005 to 27th November, 2005 (both dates inclusive), during which period no transfers of H Shares will be effected.

5. Shareholders whose names appear on the register of members of the Company on 28th October, 2005 will be entitled to attend and vote at the meeting.

6. Shareholders who intend to attend the meeting should complete the reply slip for attending the meeting and return it to the Company’s H Share registrar in Hong Kong, Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong or the place of operation of the Company at No. 14 Shisiwei Road, Heping District, Shenyang, the People’s Republic of China on or before 8th November, 2005. The reply slip may be delivered by hand, by post or by facsimile at facsimile number (852) 28650990/25296087 or (8624) 23257181. Completion and return of the reply slip shall not affect the shareholder’s right to attend the meeting pursuant to note 5 above.

7. The EGM is expected to last for less than one day. Shareholders and their proxies attending the EGM shall be responsible for their own traveling and accommodation expenses.

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As at the date of this announcement, the members of the Board and the Supervisory Committee of the Company are as follows:

Executive Directors Mr. Xu Er Hui, Mr. Zhang Jian Bo, Mr. Zhang Ying Jian, Mr. Wang Se, Mr. Geng Jian Wei and Mr. Chen Shu Xin Non-executive Directors Mr. Zhang Wan Zhong, Dr. Michel P. Detay and Mr. Shek Kim Ming Independent non-executive Directors Mr. Choy Shu Kwan, Wilson, Mr. Cheng Wei and Mr. Cui Yan Supervisors Mr. Yang Zhi An, Mr. Lin Dong Hui, Mr. Zhao Xue Zhi and Ms. Li Shu Lian

Appendix 1

PROPOSED DIRECTORS

Mr. Xu Er Hui , born in February 1966, aged 39. Mr. Xu has been an executive director of the Company since 11th October 2002 and the second chairman of the board of directors. Mr. Xu is also the chairman of Beijing Beida Education Investment Company Limited. Mr. Xu graduated from University of Marketing and Distribution Sciences (Japan).

Mr. An Mu Zong , born in April 1964, aged 41, is an engineer. Mr. An graduated from Peking Aviation College in June 1987 with a bachelor’s degree in Engineering. He is currently the vice president of the Company and the executive director of Beijing Diye Real Estate Development Company Limited. He has extensive experience in the development of property projects and corporation management.

Mr. Liu Chang Lin , born in May 1953, aged 52. Mr. Liu graduated from the Chinese Department of Liaoning University in 1984 and graduated as a post graduate of Northeast University in 2002 and obtained a MBA degree from Honolulu University of the United States of America in the same year. Since May 1997 onward, Mr. Liu had served as the deputy director of Shenyang Economy and Trade Commission, Shenyang State-owned Property Management Bureau, Shenyang Finance Bureau and Shenyang State-owned Assets Supervision and Management Commission. Mr. Liu has extensive experience in capital operation and finance management.

Mr. Wang Se , born in February 1960, aged 45, is a senior economist. Mr. Wang has been executive director of the Company and secretary to the board of directors since 2nd July 1999. Mr. Wang graduated from Northeast Heavy Machinery Institute in the PRC in 1982 with a bachelor’s degree in science and also obtained a master’s degree in economics in 1992 from Liaoning University. Mr. Wang has extensive experience in corporate reorganisation, assets management and investment.

Mr. Wang Zai Xing , born in November 1970, aged 35. He graduated from Beijing Forestry University in June 1993 with a bachelor’s degree in statistics. Since March 1999, he had been the financial chief and finance manager of Beijing Beida Jade Bird Company Limited. Mr. Wang has extensive experience in reorganisation of corporation resources and valuation and auditing of assets.

Mr. Shek Kim Ming , born in September 1965, aged 40, has been a non-executive director of the Company since 20th September, 2005. Mr. Shek has worked as the chief financial officer of Sino-French Holdings (Hong Kong) Limited since 2001. Mr. Shek Kim Ming has been the senior auditing officer of PricewaterhouseCoopers, Certified Public Accountants, the group chief accountant of Jardine Securicor Limited and the assistant financial controller of Jardine OneSolution (HK) Limited. Mr. Shek Kim Ming graduated from University of Hong Kong and Queensland University of Technology in Australia, with a bachelor degree of social sciences and a master degree in commerce respectively. He is an associated member of Hong Kong Institute of Certified Public Accountants. Mr. Shek Kim Ming has fruitful experience in financial and investment management business.

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Mr. Deng Yan Bin , born in August 1970, aged 35, is an accountant. Mr. Deng graduated from Renmin University of China in March 1996 with a bachelor’s degree in economics. Mr. Deng has been the deputy general manger of Beijing Torch Investment Management Company Limited since 2000. He has extensive experience in financial management and investment management.

Mr. Lin Dong Hui , born in December 1967, aged 38, is an economist. He has been a supervisor of the Company since 11th October, 2002. Mr. Lin graduated from China Academy of Social Science in September 1998 with a master’s degree in investment management. During the period from 1995 to July 1999, he worked as deputy division head of Shenyang Construction Investment Company. During the period from 1999 to 2002, he worked as the head of the office for the board of directors of the Company. He is the head of the office for the president of the Company.

Mr. Wang Hui , born in May 1975, aged 30. Mr. Wang graduated from Peking University in June 2001 with a master’s degree in economics. He is currently working with the Company. Mr. Wang has experience in corporation operation, reorganization and merger.

Dr. Michel P. Detay , born in June 1956, aged 49, has been the non-executive director of the Company since 11th October 2002. He has worked in the Suez Group since 1980. During the period from 1993 to 1996, he served as general manager for the headquarters of Lyonnaise des Eaux in western France. From 1996 to 1999 he was president and chief executive officer of Maynilad Water Services (a subsidiary of Suez Group in the Philippines). From 1999 to 2002 he was senior vice president, and managed the project development department of Ondeo Services (water services subsidiary of Suez Group). He is currently the executive vice president of Group in the Asia-Pacific Region.

Mr. Choy Shu Kwan, Wilson , born in February 1955, aged 50, has been an independent non-executive director and a member of audit committee of the Company since 11th May 2001. Mr. Choy is the managing director of the asset management department of CITIC Capital Markets Limited and the executive director of the CITIC Capital Active Partner Fund Limited. Mr. Choy graduated from the University of Western Ontario of Canada with a bachelor’s degree (honours) in business administration in 1979. Mr. Choy also obtained an executive master’s degree in business administration from the University of Western Ontario of Canada in 2001. From 1980 onwards, he had worked with Barclays Bank PLC of the UK, Bank of Boston of the US, Royal Bank of Canada, First Chicago Bank of the US and CITIC Ka Wah Bank. Mr. Choy has more than 20 years of extensive experience in financial business and investment management. Mr. Choy is also an independent non-executive director of Poly (Hong Kong) Investments Limited and Renren Holdings Limited, both are listed on the Stock Exchange of Hong Kong Limited.

Mr. Cui Yan , born in February 1965, aged 40, has been an independent non-executive director and a member of audit committee of the Company since 15th November 2004. Mr. Cui is currently the general manager and deputy party secretary of Chang Bai Calculator Group Company. Mr. Cui graduated from Nanjing Aviation Institute in the PRC with a bachelor’s degree in engineering in 1987. Since 1987, Mr. Cui had worked in Shenyang Aviation Engine Institute, Chang Bai Group Hong Kong Office, Chang Bai Group Import and Export Company, Chang Bai Calculator Company Limited and Chang Bai Calculator Group Company. Mr. Cui has extensive experience in aviation engine design and foreign economy and trade business as well as enterprise management. Mr. Cui is also the director of Chang Bai Calculator Company Limited, a company listed on STARS Board of Shenzhen Stock Exchange.

Mr. Cai Lian Jun, born in December 1950, aged 55, is a senior accountant. Since 1992, Mr. Cai had been the party secretary, director of the management committee and general manager of Management Committee of Beijing Daxing Industrial Development Zone and General Operation Corporation of Beijing Daxing Industrial Development Zone. From November 2001 to July 2004, he was the secretary to Industrial Committee of Beijing Daxing District Communist Party Committee. He is now retired.

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PROPOSED SUPERVISORS

Mr. Yang Zhi An , born in January 1963, aged 42, is a professor and tutor of doctoral students. Mr. Yang has been the supervisor of the Company since 11th October 2002 and was elected as the acting chairman of the supervisory committee on 29th July 2005. Mr. Yang has been working as deputy faculty head of the economic faculty of Liaoning University since November 1998. Mr. Yang has extensive experience in teaching and studies of finance, taxation and corporate management.

Mr. Wang Xing Ye , born in June 1977, aged 28. He graduated from Xi’an Polytechnic University in 1999 with a bachelor’s degree in economies. Mr. Wang is the manager of the Compliance Department of Beijing Beida Jade Bird Universal Sci-tech Company Limited. He has experience in investment, financing, assets and business restructuring.

Ms Wan Li Na , born in February 1975, aged 30, is an economist. She graduated from Nanjing University of Science & Technology with a bachelor’s degree in engineering. Ms. Wan is currently working with the Company. She has experience in serving the board of directors of oversea listed company and capital operation.

The above Proposed Directors and Proposed Supervisors will have a term of service of three years upon approval at the extraordinary general meeting. In accordance with the standard emolument fixed by the second board Directors and the second board Supervisors, the emoluments of Directors and Supervisors of the third Board of Directors and the third Board Supervisors are proposed to be RMB30,000 per annum and RMB15,000 per annum respectively. The above Proposed Directors and Proposed Supervisors are not connected with other Directors, senior management, substantial shareholders or controlling shareholders of the Company and none of them had registered an interest in the shares of the Company defined under Part XV of the Securities and Futures Ordinance. Other than Mr. Choy Shu Kwan, Wilson and Mr. Cui Yan, none of the above Proposed Directors and Proposed Supervisors has been directors of other listed companies in during the past 3 years.

“Please also refer to the published version of this announcement in The Standard”

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