CMON Limited — Board/Management Information 2004

Sep 30, 2004

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)

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND AUDIT COMMITTEE MEMBER,

PROPOSED ADJUSTMENT OF THE REMUNERATION FOR INDEPENDENT

NON-EXECUTIVE DIRECTORS

AND

RE-DESIGNATION OF DIRECTOR

Proposed appointment of independent non-executive director and audit committee member

The board of directors (the “Board”) of Shenyang Public Utility Holdings Company Limited (the “Company”) is pleased to announce that on 28 September 2004, the Board has resolved to recommend Mr. Cui Yan (崔岩) (“Mr. Cui”) to the shareholders of the Company (the “Shareholders”) for approval of his appointment as an independent non-executive director and a member of the audit committee of the Company with effect from the date of the extraordinary general meeting of the Shareholders proposed to be held on Monday, 15 November 2004 at 9:00 a.m. at the Conference Room of the Company, No. 14 Shisiwei Road, Heping District, Shenyang, the People’s Republic of China (the “PRC”) (the “EGM”).

Mr. Cui, aged 39, is a senior engineer. Mr. Cui graduated from Nanjing Aviation Institute in the PRC with a bachelor degree in engineering. He is currently the general manager and deputy party secretary of 長白計算機集 團公司 (Chang Bai Calculator Group Company), a state-owned company in the PRC. Mr. Cui has over 5 years of experience in aviation business and the design of motors and 7 years of experience in foreign trade business. Mr. Cui does not hold any other positions in the Company or any subsidiaries of the Company. He has not held any directorships of listed public companies in the last 3 years.

Mr. Cui has neither interests, short positions in the underlying shares, debentures of the Company or its subsidiaries or associated companies (all within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) nor any relationships with any directors, senior management, substantial shareholders or controlling shareholders of the Company and their respective associates (within the meaning of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”)).

The proposed length of service of Mr. Cui with the Company will initially be up to 10 October 2005, which is subject to retirement by rotation and re-election requirements in accordance with the articles of association of the Company. Subject to approval by the Shareholders at the EGM, Mr. Cui will be entitled to a fixed annual salary of RMB50,000, which is determined by arms’ length negotiation between the parties with reference to the estimated time to be spent by him on the Company’s matters and the prevailing market conditions.

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Proposed adjustment of the remuneration for independent non-executive directors

Each of the current independent non-executive directors of the Company, namely Mr. Cheng Wei and Mr. Choy Shu Kwan, Wilson, is entitled to a fixed annual salary of RMB30,000. In consideration of the expected increase in time to be spent by the independent non-executive directors of the Company in relation to matters of the Company, the Board proposed to increase the annual salary of each of them to RMB50,000, which increase shall be subject to approval by the Shareholders at the EGM.

Re-designation of director

The Board would also like to announce that effective on 28 September 2004, Mr. Chan Kam Ling (“Mr. Chan”) has been re-designated as a non-executive director of the Company.

Mr. Chan, aged 64, has been appointed as a director of the Company since 24 November 1999 with a term up to 10 October 2005, which is subject to retirement by rotation and re-election requirements in accordance with the articles of association of the Company. He does not hold any other positions in the Company or any subsidiaries of the Company. Mr. Chan has over 30 years’ experience in construction, property management and investment businesses. Mr. Chan is currently a director of New World Development Company Limited, New World First Bus Services Limited and New World China Limited. He is also an executive director and chief executive officer of NWS Holdings Limited, the managing director of Sino-French Holdings (Hong Kong) Limited and Macau Water Supply Company Limited, as well as a director of Companhia de Electricdade de Macau-CEM, S.A.R.L. The shares of both New World Development Company Limited and NWS Holdings Limited are listed on The Stock Exchange of Hong Kong Limited.

Mr. Chan has neither interests, short positions in the underlying shares, debentures of the Company or its subsidiaries or associated companies (all within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) nor any relationships with any directors, senior management, substantial shareholders or controlling shareholders of the Company and their respective associates (within the meaning of the Listing Rules).

The length of service of Mr. Chan remains unchanged with the term of service until 10 October 2005. Mr. Chan will continue to be entitled to a fixed annual salary of RMB30,000, which is determined by arms’ length negotiation between the parties with reference to the prevailing market conditions.

The Board would like to express its thanks to Mr. Chan for his service as an executive director of the Company. Save as disclosed above, the Board confirms that there are no other matters which need to be brought to the attention of the Shareholders.

By Order of the Board of Shenyang Public Utility Holdings Company Limited Xu Er Hui Chairman

Shenyang, the PRC, 28 September 2004

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

Executive Directors Mr. Xu Er Hui, Mr. Zhang Jian Bo, Mr. Zhang Ying Jian, Mr. Wang Se, Mr. Geng Jian Wei, Mr. Chen Shu Xin

Non-executive Directors Mr. Lin Wen Bin, Dr. Michel P. Detay, Mr. Zhang Wan Zhong, Mr. Chan Kam Ling, Mr. Cheng Wei*, Mr. Choy Shu Kwan, Wilson* (*Independent Non-executive Directors)

Supervisors Mr. Wang Hong Yu, Ms. Li Shu Lian, Mr. Zhao Xue Zhi, Mr. Lin Dong Hui, Ms. Gao Jing Juan and Mr, Yang Zhi An

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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of the holders of State shares and H shares of 瀋陽公用發展股份有限公司 (Shenyang Public Utility Holdings Company Limited) (the “Company”) will be held at the Conference Room of the Company, No. 14 Shisiwei Road, Heping District, Shenyang, the People’s Republic of China on Monday, 15th November, 2004 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT the appointment of Mr. Cui Yan (崔岩) to serve as an independent non-executive director and a member of the audit committee of the Company at a fixed annual salary of RMB50,000 be and is hereby considered and approved with his term of service starting with immediate effect from the close of this Extraordinary General Meeting to 10th October, 2005 and that any director of the Company be and is hereby authorised to sign on behalf of the Company the director’s service contract with Mr. Cui Yan.”

2. “ THAT the annual salary of each of the current independent non-executive directors of the Company be increased from RMB30,000 to RMB50,000 and that any director of the Company be and is hereby authorised to sign all documents and do all things appropriate to effect the adjustment on behalf of the Company.”

DETAILS CONCERNING MR. CUI YAN

Mr. Cui Yan, aged 39, is a senior engineer. Mr. Cui graduated from Nanjing Aviation Institute in the PRC with a bachelor degree in engineering. He is currently serving as the general manager and deputy party secretary of 長白 計算機集團公司 (Chang Bai Calculator Group Company), a state-owned company in the People’s Republic of China. Mr. Cui has over 5 years of experience in aviation business and the design of motors and 7 years of experience in foreign trade business.

As of the date hereof, Mr. Cui Yan does not hold any positions in the Company or any other subsidiaries of the Company and does not have any equity interest in the Company.

By Order of the board of directors Shenyang Public Utility Holdings Company Limited Wang Se Company Secretary

Shenyang, the People’s Republic of China, dated 28th September, 2004

Notes:

1. The register of holders of H shares of the Company will be closed from Saturday, 16th October, 2004 to Sunday, 14th November, 2004 (both dates inclusive), during which period no transfers of the Company’s H shares will be effected. Buyers who submit the share transfer application forms to the Company’s share registrar before 4:00 p.m. on Friday, 15th October, 2004 and then registered as shareholders of the Company on the register of members of the Company are entitled to attend and to vote at the Extraordinary General Meeting.

2. Each shareholder of the Company entitled to attend and vote at the Extraordinary General Meeting may appoint one or more proxies to attend and vote on his behalf at the Extraordinary General Meeting. A proxy need not be a shareholder of the Company.

3. To be valid, the form of proxy together with the power of attorney or other authorisation document (if any) signed by the authorized person or notarially certified power of attorney must be delivered to the Company’s principal place of business in the People’s Republic of China for holders of State shares and 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 for holders of H shares not less than 24 hours before the designated time for the holding of the Extraordinary General Meeting. Completion and return of a form of proxy will not preclude a shareholder from attending in person and voting at the Extraordinary General Meeting if he so wishes.

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The address of the Company’s principal place of business in the People’s Republic of China is as follows: No. 14 Shisiwei Road

Heping District Shenyang The People’s Republic of China Postcode 110003

The address of the share registrar for the Company’s H shares is as follows: Hong Kong Registrars Limited Shops 1712-1716 17th Floor, Hopewell Centre 183 Queen’s Road East, Wanchai Hong Kong

1. A proxy of a shareholder may vote by hand or vote on a poll, but a proxy of a shareholder who has appointed more than one proxy may only vote on a poll.

2. When attending the meeting, the holder of the State shares or H shares of the Company or their proxy(ies) shall present their personal identification documents.

3. Holders of State shares or H shares of the Company who intend to attend the Extraordinary General Meeting should complete the enclosed “REPLY SLIP FOR EXTRAORDINARY GENERAL MEETING” and return it to the Company’s principal place of business in the People’s Republic of China or 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 on or before Tuesday, 26th October, 2004. This reply slip may be delivered by hand, by post or by fax to the following numbers: (8624) 2325 7181 for the attention of the Company or (852) 2865 0990 / (852) 2529 6087 for the attention of the Company’s H shares registrar.

4. It is estimated that the meeting will not last beyond one day. Each holder of State shares or H shares of the Company will be responsible for his/her/its own travel and accommodation expenses.

Please also refer to the published version of this announcement in The Standard / Hong Kong Economic Times.

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