CMON Limited — Proxy Solicitation & Information Statement 2005

Oct 13, 2005

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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 the First Extraordinary General Meeting for 2005 to be held on 28th November, 2005 (or any adjournment thereof)

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

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I/We[1] (of ) being the registered holder(s) of State shares/H share(s)[3] of 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 First Extraordinary General Meeting (the “EGM”) (and at any adjournment thereof) for 2005 of the Company to be held at No. 14, Shisiwei Road, Heping District, Shenyang, the People’s Republic of China on Monday, 28th November, 2005 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the Ordinary Resolutions and the Special Resolution as set out in the Notice of the Extraordinary General Meeting dated 13th October, 2005 accompanied with this proxy form and at the EGM (or at any adjournment thereof) to vote on my/our behalf in respect of the resolutions as directed below:

		Ordinary Resolutions	For5		Against5
	1.	to consider and approve the extension of the term of the Directors and Supervisors
		appointed during the second term of the Board of Directors and Supervisors to the
		date of the EGM;
	2.	to consider and approve the appointment of the Proposed Directors and the
		Proposed Supervisors to the Board of Directors and Supervisors respectively for
		the third term of the Board of Directors and Supervisors (Please refer to the brief
		biographies of the Proposed Directors and the Proposed Supervisors as set out in
		Appendix I in the Notice of the Extraordinary General Meeting dated 13th
		October, 2005 accompanied with this proxy form).
		Special Resolution	For5		Against5
	3.	to consider and approve that conditional on the relevant authorities granting
		approval to the amendments to the Company’s Articles of Association, the
		amendments to Articles 119, 120 and 124 be approved as those set out in the
		NoticeoftheExtraordinaryGeneralMeetingdated13thOctober,2005
		accompanied with the proxy form.

Signed this

day of 2005 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 Registers of Members) 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 INITIALLED 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 EGM 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 a vote, whether in person or by proxy or by representative, will be accepted to the exclusion 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 a 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 in relation to H Shares, must be deposited with 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 not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof.

9. To be valid, the 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 in relation to State Shares must be deposited with the Company’s business address at No. 14 Shisiwei Road, Heping District, Shenyang, the People’s Republic of China not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof.

10. The description of this resolution is by way of summary only. The full text appears in the Notice of the Extraordinary General Meeting dated 13th October, 2005 accompanied with this proxy form.

11. Completion and deposit of the proxy form will not preclude you from attending and voting at the EGM if you so wish; in the event of your attending the EGM, this form of proxy will be deemed to be revoked.