CMON Limited — Proxy Solicitation & Information Statement 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)

Proxy Form for Extraordinary General Meeting (or at any adjourment thereof) to be held on 15th November, 2004

No. of shares to which this Proxy relates[2] Type of shares (State shares or H shares of the Company) to which this Proxy relates[2]

I/We[1]

(of ) being the registered holder(s) of State share(s)/H share(s)[3] of 瀋陽公用發展股份有限公司 (Shenyang Public Utility Holdings Company Limited) (the “Company”) HEREBY APPOINT the Chairman of the Extraordinary General Meeting or[4] (of ) as my/our proxy at the Extraordinary General Meeting

(and at any adjournment thereof) of the Company to 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 9:00a.m. for the purpose of considering and if thought fit, passing the Ordinary Resolutions as set out in the Notice of Extraordinary General Meeting dated 28th September, 2004 and at the Extraordinary General Meeting (or at any adjournment thereof) to vote on my/our behalf in respect of the resolution as directed below:-

Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	For5	For5	Against5
1. To consider and approve the proposed appointment of Mr. Cui Yan as an independent non-executive director and a member of the audit committee of the Company
2. To consider and approve the proposed increase in the annual salary of the independent non-executive directors of the Company to RMB50,000
Signed this	day of		~~.~~ Signature(s)
		~~,~~			Holder(s) of State shares or H shares

Notes:—

1. Full name(s) (in Chinese and English) and registered address(es) (as shown in the register of member(s) to be inserted in BLOCK LETTERS .

2. Please insert the number of State shares or H shares relates to this proxy form. If no number is inserted, this proxy form will be deemed to relate to all such shares in the capital of the Company registered in your name(s).

3. Please delete as appropriate.

4. A proxy need not be a member of the Company. A holder of State shares or H shares is entitled to appoint a proxy to attend and, in the event of a poll, vote in his stead. If such an appointment is made, you may delete the words “the Chairman of the Extraordinary General Meeting or” and insert the name and address of the person appointed as proxy in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INTIALLED BY THE PERSON(S) WHO SIGN(S) IT.

5. Please indicate with a “✓” in the appropriate space how you wish the proxy to vote on your behalf on a poll. If this form is returned duly signed, but without any such indication, the proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Extraordinary General Meeting other than those referred to in the Notice of the Extraordinary General Meeting.

6. In the case of joint holders, the vote of the senior who tenders as vote, whether in person or by proxy or by representative, will be accepted to the execution of the votes of the other joint holder(s). For this purpose, seniority is determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

7. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of corporation, must be under its common seal or under the hand of an officer or attorney duly authorised.

8. To be valid, this proxy form together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, 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 time appointed for holding the Extraordinary General Meeting or any adjournment thereof.

9. Completion and delivery of the proxy form will not preclude you from attending and voting at the Extraordinary General Meeting if you so wish.

10. The description of the resolutions are by way of summary only. The full text appears in the Notice of Extraordinary General Meeting dated 28th September, 2004.