CMON Limited — Proxy Solicitation & Information Statement 2001

Jul 3, 2001

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)

Notice of the First Extraordinary General meeting for 2001

To : Shareholders of domestic shares and H shares of the Company

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting for 2001 (the "EGM") of Shenyang Public Utility Holdings Company Limited (the "Company") will be held on Friday, 24th August, 2001 at 9:00a.m. at the conference room located at the office of the Company at Level 9, Golden International Tower, 355 Zhong Shan Road, Shenhe District, Shenyang, the People's Republic of China (the "PRC") for the following purposes.

I. By way of special resolutions:

1. to consider and approve the proposal that the intended public issue of A shares of the Company (the "A Share Issue") is in compliance with the relevant rules and regulations stipulated under, inter alia, "The Management Methods for the New Issue of Shares by Listed Companies";

2. to consider and approve the proposal for the A Share Issue of the Company in 2001;

3. to consider and approve the feasibility of the proposed investment project which is to be financed by the net proceeds received from the A Share Issue of the Company;

4. to consider and approve the explanatory notes regarding the status of the use of proceeds previously received by the Company;

5. to consider and approve the proposal for the period of validity of the A Share Issue of the Company;

6. to consider and authorise the board of directors of the Company to do for and on behalf of the Company all relevant matters which are in connection with the A Share Issue;

7. to consider and approve the proposal that, upon successful completion of the A Share Issue, the existing and new shareholders of the Company will be entitled to the undistributed profits of the Company after the A Share Issue; and

II. By way of ordinary resolution:

1. to consider and approve the proposed appointment of an independent non-executive director of the Company.

Details of the above resolutions are set out in the announcement of the resolutions passed at the 13th meeting of the 1st board of directors. Such announcement is published in the newspapers with this notice on the same day.

By the order of the Board

Wang Se

Company Secretary

Shenyang, the PRC, 29th June, 2001

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 or the Company's H share registrar, Hong Kong Registrars Limited, at 2/F, 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 meeting.

4. The register of members of the Company will be closed from Thursday, 26th July, 2001 to Friday, 24th August, 2001 (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 Thursday, 26th July, 2001 will be entitled to attend and vote at the meeting.    In order to be entitled to attend and vote at the meeting, all transfers of H Shares accompanied by the relevant share certificates must be lodged with the Company's H share registrar, Hong Kong Registrars Limited at 2/F, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong, not later than 4:00 p.m. on Wednesday, 25th July, 2001.

6. Shareholders who intend to attend the meeting should complete the reply slip for attending the meeting and return it to the Company's place of business at Level 9, Golden International Tower, 355 Zhong Shan Road, Shenhe District, Shenyang, the PRC or to Hong Kong Registrars Limited, the Company's H shares registrar in Hong Kong, on or before Friday, 3rd August, 2001. The reply slip may be delivered by hand, by post or by facsimile to the Company at facsimile number 86-24-22842021. 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 travelling and accommodation expenses.