CMON Limited — Proxy Solicitation & Information Statement 2009

Dec 29, 2009

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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)

(Stock code: 747)

Proxy form for the First Extraordinary General Meeting for 2010 to be held at 9:00 a.m. on 12 February 2010 (or any adjournment thereof)

No. of shares to which this Proxy relates[(2)] Type of shares (Promoter’s shares or H shares) to which this Proxy relates[(2)]

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I/We[(1)]

(of )

being the registered holder(s) of Promoter’s 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 for 2010 (“EGM”) (and any adjournment thereof) of the Company to be held at the Conference Room of the Lexington Shenyang Rich Gate Hotel, 128 Harbin Road, Shenyang, the People’s Republic of China at 9:00 a.m. on 12 February 2010 for the purposes of considering and, if thought fit, passing the ordinary resolutions as set out in the Notice of the EGM dated 12 February 2010 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 For(5) Against(5) THAT (a) the disposal agreement (“Disposal Agreement”) dated 31 December 2008 between the Company as the vendor, and Beijing Zhong Yi Chong Yi Technology Development Company (北京中億創一科技發展有限公司) as the purchaser regarding the disposal of the 80% equity interests in and the Group’s receivable from Beijing Diye Real Estate Development Company Limited (北京地業房地產開發有限公司), a copy of which has been produced to the Meeting marked “A” and signed by the chairman of the Meeting for the purpose of identification and the transactions contemplated thereunder, the details of which are provided in the Announcements and the Circular, be and are hereby approved, ratified and confirmed; and (b) any one or more of the directors (“Directors”) of the Company be and is/are hereby authorized to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary desirable or expedient to carry and implement the Disposal Agreement and all the transactions completed thereunder into full effect. THAT (a) the sale and purchase agreement (“Sale and Purchase Agreement”) dated 5 January 2009 between Beijing Beida Jade Bird Company Limited (北京北大青鳥有限責任公司) and Shenzhen Beida Jade Bird Sci-tech Company Limited (深圳市北大青鳥 科技有限公司) collectively as the vendors, and the Company as the purchaser regarding the acquisition of the entire equity interests in Shenzhen Jade Bird Optoelectronic Co., Ltd. (深圳青鳥光電有限公司), a copy of which has been produced to the Meeting marked “B” and signed by the chairman of the Meeting for the purpose of identification and the transactions contemplated thereunder, the details of which are provided in the Announcements and the Circular, be and are hereby approved, ratified and confirmed; and (b) Directors of the Company be and is/are hereby authorized to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary desirable or expedient to carry and implement the Sale and Purchase Agreement and all the transactions completed thereunder into full effect. THAT (a) the sale and purchase agreement (“Acquisition Agreement”) dated 5 January 2009 between Beijing Zhong Yi Chong Yi Technology Development Company (北京中億創一科技發展有限公司) as the vendor, and the Company as the purchaser (“Parties”) regarding the acquisition of the property (“Property”) located at 1st floor and 2nd floor, HP Building, No.112, Jianguo Road, Chaoyang District, Beijing, the PRC, a copy of which has been produced to the Meeting marked “C” and signed by the chairman of the Meeting for the purpose of identification and the transactions contemplated thereunder, the details of which are provided in the Announcements and the Circular, be and are hereby approved, ratified and confirmed; (b) the terms of the supplemental agreement (“Supplemental Agreement”) dated 20 October 2009 between the Parties regarding that the Company will indirectly hold the Property through its wholly-owned subsidiary, a copy of which has been produced to the Meeting marked “D” and signed by the chairman of the Meeting for the purpose of identification and the transactions contemplated thereunder, the details of which are provided in the Announcements and the Circular, be and are hereby approved, ratified and confirmed; (c) Directors of the Company be and is/are hereby authorized to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary desirable or expedient to carry and implement the Acquisition Agreement and the Supplemental Agreement and all the transactions completed thereunder into full effect. 2010 Signature(s): Holder(s) of Promoter’s shares or H shares
	1.	THAT (a) the disposal agreement (“Disposal Agreement”) dated 31 December 2008 between the Company as the vendor, and Beijing Zhong Yi Chong Yi Technology Development Company (北京中億創一科技發展有限公司) as the purchaser regarding the disposal of the 80% equity interests in and the Group’s receivable from Beijing Diye Real Estate Development Company Limited (北京地業房地產開發有限公司), a copy of which has been produced to the Meeting marked “A” and signed by the chairman of the Meeting for the purpose of identification and the transactions contemplated thereunder, the details of which are provided in the Announcements and the Circular, be and are hereby approved, ratified and confirmed; and (b) any one or more of the directors (“Directors”) of the Company be and is/are hereby authorized to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary desirable or expedient to carry and implement the Disposal Agreement and all the transactions completed thereunder into full effect.
	2.	THAT (a) the sale and purchase agreement (“Sale and Purchase Agreement”) dated 5 January 2009 between Beijing Beida Jade Bird Company Limited (北京北大青鳥有限責任公司) and Shenzhen Beida Jade Bird Sci-tech Company Limited (深圳市北大青鳥 科技有限公司) collectively as the vendors, and the Company as the purchaser regarding the acquisition of the entire equity interests in Shenzhen Jade Bird Optoelectronic Co., Ltd.* (深圳青鳥光電有限公司), a copy of which has been produced to the Meeting marked “B” and signed by the chairman of the Meeting for the purpose of identification and the transactions contemplated thereunder, the details of which are provided in the Announcements and the Circular, be and are hereby approved, ratified and confirmed; and (b) Directors of the Company be and is/are hereby authorized to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary desirable or expedient to carry and implement the Sale and Purchase Agreement and all the transactions completed thereunder into full effect.
	3.
	Date:	2010 Signature(s):

Notes:

1. Full name(s) (in Chinese and English) and address(es) (as shown in the Registers of Members) must be inserted in BLOCK CAPITALS.

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

3. Please delete as appropriate.

4. A proxy needs not be a member of the Company. A holder of Promoter’s 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 proxy you desired to appoint 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 EGM.

6. In the case of joint holders, the vote of the senior joint holders who lenders a vote, whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the Register of Members in respect of the joint holding.

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

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 deposited with the Company’s H shares registrars, Hong Kong Registrars Limited, at Rooms 1806–7, 18/F, 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. Completion and deposit of the proxy form will not preclude you from attending and voting at the EGM if you so wish.

10. The description of this resolution is by way of summary only. The full text appears in the Notice of the EGM dated 28 December 2009.

* For identification purpose only