CMON Limited — Proxy Solicitation & Information Statement 2014

Jan 16, 2014

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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 3 MARCH 2014

(or at any adjournment thereof)

I/We, of (Note 1) being the registered holder of Domestic Shares/H Shares [(Note][2)] in Shenyang Public Utility Holdings Company Limited (the “Company”), HEREBY APPOINT (Note 3) the Chairman of the extraordinary general meeting or of

as my/our proxy to attend and act for me/us at the extraordinary general meeting of the Company (“EGM”) to be held at Conference room, 3rd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC on Monday, 3 March 2014 at 3:00 p.m., and to vote on my/our behalf as directed below.

			SPECIAL RESOLUTION (Note 4)	SPECIAL RESOLUTION (Note 4)	SPECIAL RESOLUTION (Note 4)	SPECIAL RESOLUTION (Note 4)	FOR (Note 5)	FOR (Note 5)	AGAINST (Note 5)	AGAINST (Note 5)
	1.	subject to the required approval or endorsement from or
		registration	with the relevant regulatory authorities in the
		PRC, the proposed amendments to the Articles of Associations
		of the Company (details of			which is set out in the appendix II
		of the circular of		the Company dated 16 January 2014) be and
		are hereby approved and confirmed; and the Board be and is
		hereby authorised to apply,				register and filing, for and on
		behalf of the Company to			obtain relevant approvals and all
		ancillary matters relating thereto to effect the proposed
		amendments of the Articles of Associations of the Company.
		ORDINARY RESOLUTIONS (note 4)
	1.	To consider	and	approve the appointment of			Mr. Yin Zong
		Chen (“Mr.	Yin”) as a non-executive director of the fifth
		session of the board of directors of the Company;
	2.	To consider	and	approve the appointment of Ms. Song Ting
		Ting (“Ms. Song”) as a supervisor of the fifth session of the
		supervisory	committee of the			Company;
	3.	To consider	and	approve the appointment of Mr. Tang Xian
		Hua (“Mr. Tang”) as a supervisor of the fifth session of the
		supervisory	committee of the			Company;
	4.	To authorize the Board to fix the remuneration of the proposed
		director and supervisors, Mr. Yin, Ms. Song and Mr. Tang
		respectively.

Signature(s) [(Note][6)]

date of 2014

Dated this

Notes:

1. Full name(s) (in Chinese and English) and address(es) (as shown in the register of members) are to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares in the Company registered in your name(s) to which this Form of Proxy relates. If no number is inserted, this Form of Proxy will be deemed to relate to all shares in the capital of the Company registered in your name(s). Please also strike out the type of shares (Domestic Shares/H Shares) to which the proxy does not relate.

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE EGM WILL ACT AS YOUR PROXY.

4. The full text of these resolutions is set out in the notice of the EGM which is sent to the shareholders of the Company together with this form of proxy.

5. If you wish to vote for any of the resolutions set out above, please tick (“✓”) in the boxes marked “FOR”. If you wish to vote against any of the resolutions, please tick (“X”) in the boxes marked “AGAINST”. If this form of proxy returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice of the EGM.

6. This form of proxy must be signed by a shareholder, or his attorney duly authorized in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorized. All powers of attorney referred to in this note must be notarially certified.

7. In the case of a joint holding, this form of proxy may be signed by any one joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, then the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

8. As regards to the H Shareholders, in order to be valid, this form of proxy, together with any power of attorney or other authority (if any), under which it is signed or a notarially certified copy of such power or authority, must be deposited with the Company’s H Share Registrar, Hong Kong Registrars Limited at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof.

9. As regards to the Domestic Shareholders, in order to be valid, this form of proxy, together with any power of attorney or other authority (if any), under which it is signed or a notarially certified copy of such power or authority, must be deposited with the Company’s office at 2nd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof.

10. A proxy attending the EGM on behalf of a shareholder must present this form of proxy, duly completed and signed, and the proxy’s proof of identification.

11. This form of proxy is in duplicate, one of which should be lodged in accordance with the instruction under note 8 or note 9 and the other shall be presented at the EGM in accordance with the instruction under note 10.

12. Any alteration made to this form of proxy should be initialed by the person who signs the form of proxy.

13. Unless the context requires otherwise, terms defined in the notice of the EGM shall bear the same meanings when used in this form of proxy.