CMON Limited — Proxy Solicitation & Information Statement 2000

Apr 17, 2000

SHENYANG PUBLIC UTILITY HOLDINGS COMPANY LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 1999 Annual General Meeting ("AGM") of Shenyang Public Utility Holdings Company Limited (the "Company") will be held at the Conference Room of the Company's premises at Level 9, Shenyang Gao Deng International Tower, 355 Zhong Shan Road, Shenyang, the People's Republic of China ("PRC") on Monday, 19th June 2000 at 9:00 a.m. to transact the following businesses by means of ordinary resolutions:

(1) To consider and approve the 1999 Directors' Report of the Company;

(2) To consider and approve the 1999 Report of the Supervisory Committee of the Company;

(3) To consider and approve the 1999 audited financial statements and 2000 financial budget of the Company;

(4) To consider and approve the 1999 Reports of the PRC Auditors and the International Auditors of the Company;

(5) To consider and approve the 1999 profit allocation and dividend distribution proposals; and

(6) To consider and approve the re-appointment of the retiring PRC Auditors (Shenyang Hualun, Certified Public Accountants) and International Auditors (PricewaterhouseCoopers, Certified Public Accountants) and authorise the Board to determine their remuneration.

By Order of the Board

Wang Se

Company Secretary

14th April 2000, Shenyang, the PRC

Notes:

(1) Each shareholder entitled to attend and vote at the meeting mentioned above is entitled to appoint in written form one or more proxies to attend and vote at the AGM on his/her behalf. A proxy need not be a member of the Company. Shareholders or their proxies are entitled to attend the AGM 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 or the Company's H share registrar, HKSCC Registrars Limited at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong, not less than 24 hours before the time of the meeting.

(3) Shareholders or their proxies shall produce their identity documents when attending the AGM.

(4) The register of members of the Company will be closed from Friday, 19th May 2000 to Monday, 19th June 2000 (both days inclusive), during which period no transfer of the Company's shares will be effected.

(5) Shareholders whose names appear on the register of members on Thursday, 25th May, 2000 are entitled to attend and vote at the meeting.

(6) Shareholders who intend to attend the meeting should complete and lodge the reply slip set out below and return it to the Company or the Company's H share registrar on or before Tuesday, 30th May, 2000. The reply slip may be delivered by hand, by post or by fax to the number (86-24) 2284-2021 to the Company (address: Level 9, Shenyang Gao Deng International Tower, 355 Zhong Shan Road, Shenyang, the PRC). Completion and return of reply slip shall not affect the right to attend the meeting pursuant to note (5) above.

(7) The AGM is not expected to take more than one day. The attending shareholders and proxies are responsible for their own travelling and accommodation expenses.