CMON Limited — Proxy Solicitation & Information Statement 2012

Oct 12, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shenyang Public Utility Holdings Company Limited (the “ Company ”), you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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)

PROPOSED AMENDMENTS TO THE ARTICLES AND NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING FOR 2012

Financial Adviser to the Company

Karl Thomson Financial Advisory Limited

A notice convening the third extraordinary general meeting for 2012 of the Company to be held at the conference room of Lexington Shenyang Rich Gate Hotel, Shenyang, the People’s Republic of China at 10:00 a.m. on November 20, 2012 is set out on pages 10 to 13 of this circular. Whether or not you are able to attend such meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s H share registrar, the Hong Kong Registrars Limited, at Rooms 1806–7, 18/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong or the Company’s registered office at 14/F, Jin Mao International Apartment, No. 1 Xiao Dong Road, Da Dong District, Shenyang, the PRC as soon as possible and in any event not less than 24 hours before the time appointed for holding such meeting or any adjourned meeting (as the case may be).

Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting should you so wish.

October 12, 2012

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of the Third Extraordinary General Meeting for 2012 . . . . . . . . . . . . . .	10

DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context requires otherwise:

• “Articles”

• the articles of association of the Company

• “Beijing Mingde”

Beijing Mingde Guangye Investment Consultant Company Limited* (北京明德廣業投資諮詢有限公司), a company established in the PRC with limited liability, the entire issued share capital of which is held as to 90% and 10% by Beijing Mingyude and Mr. Li Peng, respectively. It is also the controlling shareholder of the Company

• “Beijing Mingyude”

Beijing Mingyude Business and Trade Company Limited* (北京明裕德商貿有限公司), a company established in the PRC with limited liability, which holds 90% equity interest in Beijing Mingde, and the equity interest of which is held as to 60% and 40% by Mr. Li Peng and Mr. Shen Yun Xie, respectively

• “BVI”

• the British Virgin Islands

• “Board”

• the board of Directors

• “Company”

• Shenyang Public Utility Holdings Company Limited* (瀋陽公用發展股份有限公司), a joint stock limited company incorporated in the PRC and whose H Shares are listed on the main board of the Stock Exchange

• “Completion”

• completion of the Sale and Purchase Agreement in accordance with the terms therein

• “Directors”

• directors of the Company

• “Domestic Share(s)”

• ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for in RMB by PRC nationals and/or PRC incorporated entities

• “EGM”

the third extraordinary general meeting of the Company for 2012 to be held on November 20, 2012 to consider and, if thought fit, approve the resolution in respect of the proposed amendments to the Articles

– 1 –

DEFINITIONS

• “Encumbrances”

• “Essential Clauses”

• “Group”

• “Hong Kong”

• “H Share(s)”

• “Joint Announcement”

• “Jinma”

• “Listing Rules”

• “Offer”

• “Offeror”

pledges, claims, charges, judgments and any other third party rights of any nature

• the essential clauses for the articles of association of the PRC companies seeking a listing outside the PRC

• the Company and its subsidiaries

• the Hong Kong Special Administrative Region of the PRC

• overseas listed foreign ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, all of which are listed on the main board of the Stock Exchange, and subscribed for and traded in Hong Kong dollars

• the joint announcement issued by the Company and the Offeror dated September 28, 2012 in relation to, among other things, the Offer and the proposed amendments to the Articles

• Shenzhen Jinma Asset Management Company Limited* (深圳市金馬資產管理有限公司), a company established in the PRC with limited liability, the registered capital of which is owned as to 90% by Mr. Ma Zhonghong (馬鐘鴻) and 10% by Mr. Lin Weicheng (林偉成)

• the Rules Governing the Listing of Securities on the Stock Exchange

• the possible mandatory unconditional cash offer to be made by Kingston Securities Limited on behalf of the Offeror for all the H Shares not already owned or agreed to be acquired by Offeror or parties acting in concert with them in accordance with the Takeovers Code

• Sky Earth Limited, a company incorporated in the BVI with limited liability and the entire issued share capital of which is held by Mr. Chim Kim Lun Ricky, which has formed a consortium with Jinma for the purpose of the Offer

– 2 –

DEFINITIONS

• “PRC” the People’s Republic of China, which for the purpose of this circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “Sale Shares” the 600,000,000 Domestic Shares to be acquired by Jinma from Beijing Mingde pursuant to the Sale and Purchase Agreement and “Sale Share” means any of them

• “Sale and Purchase Agreement” the conditional sale and purchase agreement dated September 21, 2012 entered into between Beijing Mingde (as vendor) and Jinma (as purchaser) in relation to the sale and purchase of the Sale Shares

• “Share(s)” Domestic Shares and/or H Shares (as the case may be) “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Code on Takeovers and Mergers “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “RMB” Renminbi, the lawful currency of the PRC “%” per cent.

* For identification purposes only

– 3 –

LETTER FROM THE BOARD

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)

Executive Directors: Registered office: Mr. An Mu Zong (Chairman) No.1–4, 20A, Central Street, Mr. Wang Zai Xing Shenyang Economic and Mr. Chow Ka Wo Alex Technological Development Zone, Mr. Wang Hui the PRC Non-executive Directors: Principal place of business in the PRC: Mr. Bao Yi Qiang 14/F., Jinmao International Apartment, Ms. Zhang Lei Lei No. 1 Xiao Dong Road, Da Dong District, Shenyang, Independent Non-executive Directors: the PRC Mr. Cai Lian Jun Mr. Wong Kai Tat Principal place of business in Hong Kong: Mr. Chan Ming Sun Jonathan 3rd Floor, Mr. Wei Jie Sheng Alliance Building, 130–136 Connaught Road Central, Hong Kong

October 12, 2012

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES AND NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING FOR 2012

INTRODUCTION

This circular shall be read together with the Joint Announcement. The purpose of this circular is to provide you with information regarding the proposed amendments to the Articles and the EGM to be held by the Company.

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LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES

On September 21, 2012, Beijing Mingde, the controlling shareholder of the Company, entered into the conditional Sale and Purchase Agreement with Jinma in relation to the acquisition of the Sale Shares. Pursuant to the conditional Sale and Purchase Agreement, Beijing Mingde agreed to sell, and Jinma agreed to purchase the Sale Shares at a consideration of RMB105 million (or approximately HK$128.39 million), which was equivalent to RMB0.175 (or approximately HK$0.2140) per Sale Share.

The Sale Shares, comprising a total of 600,000,000 Domestic Shares, representing approximately 58.8% of the entire issued share capital of the Company as at the date of the Joint Announcement, will be acquired by Jinma free from all Encumbrances and together with all rights attached and accrued to them at the date of Completion. After Completion, Beijing Mingde will cease to hold any share capital of the Company and Jinma will hold 600,000,000 Domestic Shares, representing approximately 58.8% of the entire issued share capital of the Company.

For the purpose of effecting transfer of the Sale Shares and complying with the relevant laws and regulations in the PRC, including the fulfillment of registration procedures with Shenyang Administration for Industry and Commerce (瀋陽市工商行政管 理局) in relation to the change in holder of the Domestic Shares, a special resolution will be proposed at the EGM to approve the necessary amendments to the Articles. The Company proposed to amend the Articles as follows:

Article 1 of the Articles

“This company (or “The Company”) is a company limited by shares established according to the Company Law of the People’s Republic of China, Special Provisions of the State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies and other related laws and administrative laws and regulations.

Following approval of the GuoJingMao QiGai [1999] No.589 Paper of the State Economic and Trade Commission, the Company is incorporated by means of sponsorship and registered in the Shenyang Administration for Industry and Commerce in July 2, 1999. The number of the Company’s business license is 210131000009129(1-1).

The sponsor of the Company: Shenyang Public Utility Group Company Limited.

(Article 1 of the Essential Clauses)”

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LETTER FROM THE BOARD

shall be amended as

“This company (or “The Company”) is a company limited by shares established according to the Company Law of the People’s Republic of China, Special Provisions of the State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies and other related laws and administrative laws and regulations.

Following approval of the GuoJingMao QiGai [1999] No.589 Paper of the State Economic and Trade Commission, the Company is incorporated by means of sponsorship and registered in the Shenyang Administration for Industry and Commerce in July 2, 1999. The number of the Company’s business license is 210131000009129(1-1). The sponsor of the Company: Shenyang Public Utility Group Company Limited.

Currently, the shares of the sponsor of the Company are held by Shenzhen Jinma Asset Management Company Limited.

(Article 1 of the Essential Clauses)”

Article 6 of the Articles

“In accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Special Provisions of the State Council Concerning the Company Limited by Shares Issuing Shares and Seeking a Listing Outside the PRC (hereinafter referred to as the “Special Provisional”), the Essential Clauses for the Articles of Association of Companies Seeking a Listing Outside the PRC (hereinafter referred to as the “Essential Clauses”) and other relevant State laws and administrative regulations, a general meeting of shareholders was held on February 12, 2009, to modify the Articles of Association (original Articles of Association) approved by the Company’s inaugural meeting on July 1, 1999 and to formulate this Articles of Association.”

shall be amended as

“In accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Special Provisions of the State Council Concerning the Company Limited by Shares Issuing Shares and Seeking a Listing Outside the PRC (hereinafter referred to as the “Special Provisional”), the Essential Clauses for the Articles of Association of Companies Seeking a Listing Outside the PRC (hereinafter referred to as the “Essential Clauses”) and other relevant State laws and administrative regulations, a general meeting of shareholders was held on November 20, 2012, to modify the Articles of Association (original Articles of Association) which were approved by the Company’s inaugural meeting on July 1, 1999 and revised on February 12, 2009, and to formulate this Articles of Association.”

– 6 –

LETTER FROM THE BOARD

Article 21 of the Articles

“The ordinary shares first issued by the Company upon its incorporation are 420,400,000 H shares, accounting 41.2% of the total ordinary shares the Company may issue. The structure of the share capital of the Company after the further issuing is as follows: the total number of ordinary shares in issue is 1,020,400,000 ordinary shares, whereas Shenyang Public Utility Group Company Limited holding 600,000,000 shares and H share holders holding 420,400,000 shares, accounting 58.8% and 41.2% of the total shares respectively.

On February 13, 2009, Beijing Mingde Guangye Investment Consultant Company Limited spent RMB102,520,000 in the auction and got 58.8% shares of Shenyang Public Utility Holding Company Limited held by Shenyang Public Utility Group Company Limited, becoming a new shareholder of the Company.

The new structure of the share capital of the Company is as follows: the total number of ordinary shares in issue is 1,020,400,000 ordinary shares, whereas Beijing Mingde Guangye Investment Consultant Company Limited holding 600,000,000 shares and H share holders holding 420,400,000 shares, accounting 58.8% and 41.2% of the total shares respectively.

(Article 16 of the Essential Clauses)”

shall be amended as

“The ordinary shares first issued by the Company upon its incorporation are 420,400,000 H shares, accounting 41.2% of the total ordinary shares the Company may issue. The structure of the share capital of the Company after the further issuing is as follows: the total number of ordinary shares in issue is 1,020,400,000 ordinary shares, whereas Shenyang Public Utility Group Company Limited holding 600,000,000 shares and H share holders holding 420,400,000 shares, accounting 58.8% and 41.2% of the total shares respectively.

On February 13, 2009, Beijing Mingde Guangye Investment Consultant Company Limited spent RMB102,520,000 in the auction and got 58.8% of the total shares of Shenyang Public Utility Holding Company Limited, becoming a shareholder of the Company. On September 21, 2012, Beijing Mingde Guangye Investment Consultant Company Limited and Shenzhen Jinma Asset Management Company Limited entered into an equity transfer agreement. According to the terms and conditions of the equity transfer agreement, Beijing Mingde Guangye Investment Consultant Company Limited agreed to sell 58.8% of the total shares of Shenyang Public Utility Holdings Company Limited held by it for a consideration of RMB105,000,000 and Shenzhen Jinma Asset Management Company Limited agreed to buy such shares for such consideration, becoming a new shareholder of the Company.

– 7 –

LETTER FROM THE BOARD

The new structure of the share capital of the Company is as follows: the total number of ordinary shares in issue is 1,020,400,000 ordinary shares, whereas Shenzhen Jinma Asset Management Company Limited holding 600,000,000 shares and H share holders holding 420,400,000 shares, accounting 58.8% and 41.2% of the total shares respectively.

(Article 16 of the Essential Clauses)”

The proposed amendments to the Articles are subject to the passing of the special resolution at the EGM by the Shareholders and completion of the registration procedures with Shenyang Administration for Industry and Commerce (瀋陽市工商行政管理局). Prior to the proposed amendments to the Articles becoming effective, the existing Articles will continue to be in force.

The Company’s legal advisers have confirmed to the Company that the proposed amendments to the Articles comply with the requirements of the Listing Rules and the laws of the PRC. Furthermore, the Directors have confirmed to the Stock Exchange that there is nothing unusual about the proposed amendments to the Articles for a company listed in Hong Kong.

EGM

As required by the Articles and the relevant PRC laws and regulations, the EGM will be held to approve the proposed amendments to the Articles by way of special resolution. A notice convening the EGM with the resolution, among other matters, is set out on page 10 to page 13 in this circular.

Whether or not the Shareholders are able to attend the meeting or any adjourned meeting, they are requested to complete the form of proxy and return it to the Company’s H share registrar in Hong Kong, the Hong Kong Registrars Limited at Rooms 1806–7, 18/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H Shares only) or the Company’s registered office at 14/F, Jin Mao International Apartment, No.1 Xiao Dong Road, Da Dong District, Shenyang, the PRC (for the holders of Domestic Shares only) as soon as possible and in any event not later than 24 hours before the time of the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting at the meeting or at any adjourned meeting should they wish to do so.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution to be proposed at the EGM. The resolution proposed to be approved at the EGM will be taken by poll and an announcement regarding the poll results of the EGM will be made by the Company after the EGM.

– 8 –

LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the proposed amendments to the Articles are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the special resolution to be proposed at the EGM.

GENERAL

The English version of the amendment to the Articles is an unofficial translation of its Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.

By order of the Board Shenyang Public Utility Holdings Company Limited An Mu Zong Chairman

– 9 –

NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING FOR 2012

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)

NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING FOR 2012

NOTICE IS HEREBY GIVEN that the third extraordinary general meeting for 2012 (“EGM”) of Shenyang Public Utility Holdings Company Limited (the “Company”) will be held at the Conference Room of Lexington Shenyang Rich Gate Hotel, Shenyang, the People’s Republic of China on 20 November 2012 (Tuesday) at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution:

SPECIAL RESOLUTION

“ THAT

the articles of association of the Company (“Articles”) be amended as follows:

1. Article 1 of the Articles

“This company (or “The Company”) is a company limited by shares established according to the Company Law of the People’s Republic of China, Special Provisions of the State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies and other related laws and administrative laws and regulations.

Following approval of the GuoJingMao QiGai [1999] No.589 Paper of the State Economic and Trade Commission, the Company is incorporated by means of sponsorship and registered in the Shenyang Administration for Industry and Commerce in July 2, 1999. The number of the Company’s business license is 210131000009129(1-1).

The sponsor of the Company: Shenyang Public Utility Group Company Limited.

(Article 1 of the Essential Clauses)”

– 10 –

NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING FOR 2012

shall be amended as:

“This company (or “The Company”) is a company limited by shares established according to the Company Law of the People’s Republic of China, Special Provisions of the State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies and other related laws and administrative laws and regulations.

Following approval of the GuoJingMao QiGai [1999] No.589 Paper of the State Economic and Trade Commission, the Company is incorporated by means of sponsorship and registered in the Shenyang Administration for Industry and Commerce in July 2, 1999. The number of the Company’s business license is 210131000009129(1-1). The sponsor of the Company: Shenyang Public Utility Group Company Limited.

Currently, the shares of the sponsor of the Company are held by Shenzhen Jinma Asset Management Company Limited.

(Article 1 of the Essential Clauses)”

2. Article 6 of the Articles

“In accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Special Provisions of the State Council Concerning the Company Limited by Shares Issuing Shares and Seeking a Listing Outside the PRC (hereinafter referred to as the “Special Provisional”), the Essential Clauses for the Articles of Association of Companies Seeking a Listing Outside the PRC (hereinafter referred to as the “Essential Clauses”) and other relevant State laws and administrative regulations, a general meeting of shareholders was held on February 12, 2009, to modify the Articles of Association (original Articles of Association) approved by the Company’s inaugural meeting on July 1, 1999 and to formulate this Articles of Association.”

shall be amended as:

“In accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Special Provisions of the State Council Concerning the Company Limited by Shares Issuing Shares and Seeking a Listing Outside the PRC (hereinafter referred to as the “Special Provisional”), the Essential Clauses for the Articles of Association of Companies Seeking a Listing Outside the PRC (hereinafter referred to as the “Essential Clauses”) and other relevant State laws and administrative regulations, a general meeting of shareholders was held on November 20, 2012, to modify the Articles of Association (original Articles of Association) which were approved by the Company’s inaugural meeting on July 1, 1999 and revised on February 12, 2009, and to formulate this Articles of Association.”

– 11 –

NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING FOR 2012

3. Article 21 of the Articles

“The ordinary shares first issued by the Company upon its incorporation are 420,400,000 H shares, accounting 41.2% of the total ordinary shares the Company may issue. The structure of the share capital of the Company after the further issuing is as follows: the total number of ordinary shares in issue is 1,020,400,000 ordinary shares, whereas Shenyang Public Utility Group Company Limited holding 600,000,000 shares and H share holders holding 420,400,000 shares, accounting 58.8% and 41.2% of the total shares respectively.

On February 13, 2009, Beijing Mingde Guangye Investment Consultant Company Limited spent RMB102,520,000 in the auction and got 58.8% shares of Shenyang Public Utility Holdings Company Limited held by Shenyang Public Utility Group Company Limited, becoming a new shareholder of the Company.

The new structure of the share capital of the Company is as follows: the total number of ordinary shares in issue is 1,020,400,000 ordinary shares, whereas Beijing Mingde Guangye Investment Consultant Company Limited holding 600,000,000 shares and H share holders holding 420,400,000 shares, accounting 58.8% and 41.2% of the total shares respectively.

(Article 16 of the Essential Clauses)”

shall be amended as:

“The ordinary shares first issued by the Company upon its incorporation are 420,400,000 H shares, accounting 41.2% of the total ordinary shares the Company may issue. The structure of the share capital of the Company after the further issuing is as follows: the total number of ordinary shares in issue is 1,020,400,000 ordinary shares, whereas Shenyang Public Utility Group Company Limited holding 600,000,000 shares and H share holders holding 420,400,000 shares, accounting 58.8% and 41.2% of the total shares respectively.

On February 13, 2009, Beijing Mingde Guangye Investment Consultant Company Limited spent RMB102,520,000 in the auction and got 58.8% of the total shares of Shenyang Public Utility Holding Company Limited, becoming a shareholder of the Company. On September 21, 2012, Beijing Mingde Guangye Investment Consultant Company Limited and Shenzhen Jinma Asset Management Company Limited entered into an equity transfer agreement. According to the terms and conditions of the equity transfer agreement, Beijing Mingde Guangye Investment Consultant Company Limited agreed to sell 58.8% of the total shares of Shenyang Public Utility Holdings Company Limited held by it for a consideration of RMB105,000,000 and Shenzhen Jinma Asset Management Company Limited agreed to buy such shares for such consideration, becoming a new shareholder of the Company.

– 12 –

NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING FOR 2012

The new structure of the share capital of the Company is as follows: the total number of ordinary shares in issue is 1,020,400,000 ordinary shares, whereas Shenzhen Jinma Asset Management Company Limited holding 600,000,000 shares and H share holders holding 420,400,000 shares, accounting 58.8% and 41.2% of the total shares respectively.

(Article 16 of the Essential Clauses)””

By order of the Board Shenyang Public Utility Holdings Company Limited An Mu Zong Chairman

Shenyang, the PRC, 28 September 2012

Notes:

1. Each shareholder entitled to attend and vote at the EGM is entitled to appoint in written form one or more proxies to attend and vote at the EGM on his/her behalf. A proxy need not be a member of the Company. Shareholders or their proxies are entitled to attend the EGM 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’s H share registrar in Hong Kong, Hong Kong Registrars Limited at Rooms 1806-7, 18/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong or the place of operation of the Company at 14/F, Jin Mao International Apartment, No.1 Xiao Dong Road, Da Dong District, Shenyang, the People’s Republic of China not less than 24 hours before the time of the EGM.

3. Shareholders or their proxies shall produce their identity documents when attending the EGM.

4. The register of the members of the Company will be closed from 21 October 2012 to 20 November 2012 (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 21 October 2012 will be entitled to attend and vote at the EGM.

6. Shareholders who intend to attend the EGM should complete the reply slip for attending the EGM and return it to the Company’s H Share registrar in Hong Kong, Hong Kong Registrars Limited at Rooms 1806-7, 18/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong or the place of operation of the Company at 14/F, Jin Mao International Apartment, No.1 Xiao Dong Road, Da Dong District, Shenyang, the People’s Republic of China on or before 31 October 2012. The reply slip may be delivered by hand, by post or by facsimile at facsimile number (852) 28650990. Completion and return of the reply slip shall not affect the shareholder’s right to attend the EGM 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 traveling and accommodation expenses.

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