CMON Limited — Board/Management Information 2002

Oct 11, 2002

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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)

ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE EXTRAORDINARY GENERAL MEETING AND THE DIRECTORS’ MEETING

The Directors are pleased to announce that the Extraordinary General Meeting was held on 11th October, 2002 whereby the extension of the term of the first board of Directors and the Supervisors to the date of the Extraordinary General Meeting and the proposed appointment of the Second Board of Directors and Second Board of Supervisors were considered and approved.

The Directors are also pleased to announce that the Directors’ Meeting was held on 11th October, 2002 whereby, among other things, the appointment of Mr. Xu Er Hui as the chairman of the Board, the appointment of Mr. Zhang Jian Bo as the president of the Company and the appointment of Mr. Wang Se as the company secretary of the Company were approved.

Reference is made to the notice of the Extraordinary General Meeting dated 21st August, 2002.

Results of the Extraordinary General Meeting

The Directors are pleased to announce that the Extraordinary General Meeting was held on 11th October, 2002 at 9:00 a.m. at 4th Floor, No. 14 Shisiwei Road, Heping District, Shenyang, the PRC and was attended by Shareholders and proxies representing 688,146,000 Shares, equivalent to approximately 67.4% of the total issued share capital of the Company, which was in accordance with the requirements of the Company Law of the PRC and the articles of association of the Company. The Extraordinary General Meeting was chaired by the chairman of the Company, Mr. Zhang Guo Xiang.

The following ordinary resolutions were considered at the Extraordinary General Meeting:

1. to consider and approve the extension of the term of the first board of Directors and Supervisors to the date of the Extraordinary General Meeting (the “First Resolution”); and

2. to consider and approve the proposed appointment of the Proposed Second Board of Directors and the Second Board of Supervisors (the “Second Resolution”).

The First Resolution was passed at the Extraordinary General Meeting by Shareholders holding 688,146,000 Shares, representing 100% of the votes held by the Shareholders with voting rights present in person or by proxy at the Extraordinary General Meeting.

The appointment of each of the Proposed Second Board of Directors and the Second Board of Supervisors pursuant to the Second Resolution was considered at the Extraordinary General Meeting. Shareholders holding 688,146,000 Shares, representing 100% of the votes held by the Shareholders with voting rights

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present in person or by proxy at the Extraordinary General Meeting, approved the appointment of the Second Board of Directors and the Second Board of Supervisors for a term of 3 years with effect from 11th October, 2002.

Results of the Directors’ Meeting

The Directors are pleased to announce that the Directors’ Meeting was held on 11th October, 2002 at 10:00 a.m. whereby, among other things, the following were resolved and approved:

1. Mr. Xu Er Hui, Mr. Zhang Jian Bo, Mr. Zhang Ying Jian, Mr. Wang Se, Mr. Geng Jian Wei, Mr. Chen Shu Xin and Mr. Chan Kam Ling be appointed as executive Directors;

2. Mr. Lin Wen Bin, Mr. Michel Detay, and Mr. Zhang Wan Zhong be appointed as non-executive Directors;

3. Mr. Cheng Wei and Mr. Choy Shu Kwan, Wilson be appointed as independent non-executive Directors;

4. Mr. Xu Er Hui be appointed as the chairman of the Board;

5. Mr. Zhang Jian Bo be appointed as the president of the Company; and

6. Mr. Wang Se be appointed as the company secretary of the Company.

Definitions

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:–

“Company”

瀋陽公用發展股份有限公司 (Shenyang Public Utility Holdings Company Limited), a joint stock limited company established in the PRC with limited liability, the H shares of which are listed on The Stock Exchange of Hong Kong Limited

“Board”

the board of Directors

• “Directors” the directors of the Company

• “Extraordinary General Meeting” the extraordinary general meeting of the Company held on 11th October, 2002 to consider and approve (i) the extension of the term of the first board of Directors and Supervisors to the date of the extraordinary general meeting; and (ii) the proposed appointment of the Proposed Second Board of Directors and the Second Board of Supervisors

“Directors’ Meeting” the first meeting of the Second Board of Directors held on 11th October, 2002

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• “H Share(s)”

  • overseas listed foreign invested shares in the issued share capital of the Company with a Renminbi-denominated nominal value of RMB1.00 each, which are listed on the Stock Exchange and subscribed for and traded in Hong Kong dollars

• “PRC”

  • the People’s Republic of China which for the purpose of this announcement, excludes Hong Kong, Macau Special Administrative Region and Taiwan

• “Proposed Second Board of Directors”

the Second Board of Directors, Mr. Sun Feng and Mr. Zhang Yong Li

• “Second Board of Directors”

  • Mr. Zhang Jian Bo, Mr. Zhang Ying Jian, Mr. Wang Se, Mr. Geng Jian Wei, Mr. Zhang Wan Zhong, Mr. Lin Wen Bin, Mr. Chan Kam Ling, Mr. Michel Detay, Mr. Chen Shu Xin, Mr. Xu Er Hui, Mr. Cheng Wei and Mr. Choy Shu Kwan, Wilson, the brief biographies of each were set out in the notice of the Extraordinary General Meeting dated 21st August, 2002

• “Second Board of Supervisors”

  • Mr. Wang Hong Yu, Mr. Cai Hong Yuan, Ms. Li Shu Lian, Mr. Zhao Xue Zhi, Mr. Lin Dong Hui, Mr. Yang Zhi An and Ms. Gao Jing Juan, the brief biographies of each were set out in the notice of the Extraordinary General Meeting dated 21st August, 2002

• “Share(s)” State Shares and H Shares

• “Shareholder(s)” the holder(s) of the Share(s)

• “State Share(s)”

  • ordinary shares with a nominal value of RMB1.00 each in the capital of the Company, issued and credited as fully paid by the Company to 瀋陽公用集團有限公司 (Shenyang Public Utility Group Company Limited), the existing controlling shareholder of the Company with an approximate interest of 58.8% in the issued share capital of the Company

• “Supervisors” the supervisors of the Company

By Order of the Board Wang Se Executive Director

Shenyang, the PRC, 11th October, 2002

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

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