CMON Limited — AGM Information 2014

Dec 10, 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to the notice (the “ Notice ”) of the extraordinary general meeting (“ EGM ”) of Shenyang Public Utility Holdings Company Limited (the “ Company ”) dated 14 November 2014 which set out the extraordinary general meeting to be held at Conference room, 3rd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the People’s Republic of China at 3:00 p.m. on 29 December 2014 (Monday) for the purpose of considering the resolutions to be proposed, if thought fit, passing at the EGM. Unless otherwise defined, capitalized items used herein have the same meanings as those defined in the Notice.

Subsequent to the issuance of the Notice, the Company received a written notice on 8 December 2014 from Shenzhen Jinma Asset Management Company Limited (“ Jinma Asset ”) for proposing the resolution in respect of the appointment of Mr. He Song Xi 何松溪先生 (“ Mr. He ”) as the shareholder representative supervisor of the fifth session of the supervisory committee of the Company. According to the articles of association of the Company, the appointment of shareholder representative supervisor is subject to approval by the shareholders of the Company at the general meeting of the Company. The relevant resolution will be put forward to the EGM for the shareholders’ consideration and approval by way of ordinary resolution.

Jinma Asset is a shareholder of the Company which beneficially owns approximately 58.80% of the total issued share capital of the Company. According to the relevant regulations under the Company Law of the PRC, the articles of association and the rules of shareholders’ meeting, when the Company convenes a general meeting, Shareholders individually or collectively holding more than 3% of the Company’s shares can make a temporary motion and submit in writing to the convener ten (10) days before the date of Shareholders’ general meeting. Biographical details of Mr. He are set out in the circular of the Company dated 10 December 2014.

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SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM, which will be held on the same date, at the same time and at the same place as originally scheduled in the Notice, will consider and, if thought fit, pass the following supplemental resolution as ordinary resolution in addition to the resolution set out in the Notice:

ORDINARY RESOLUTION

“To consider and approve the appointment of Mr. He Song Xi 何松溪先生 as the shareholder representative supervisor of the fifth session of the supervisory committee of the Company.”

By Order of the Board Shenyang Public Utility Holdings Company Limited Ma Zhong Hong Chairman

Shenyang, PRC, 10 December 2014

Notes:

• (1) This supplemental notice should be read in conjunction with the Notice and the Circular.

• (2) Save for the inclusion of the newly submitted resolution, there are no other changes to the resolution set out in the Notice.

• (3) PROXY FORM

Since the First Proxy Form released on 14 November 2014 for use at the EGM does not contain the proposed additional ordinary resolution as set out in this supplemental notice, the Second Proxy Form has been prepared and is enclosed with this supplemental notice.

• (i) Each Shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company.

• (ii) Shareholders can appoint a proxy by an instrument in writing (i.e. by using the Second Proxy Form enclosed). The Second Proxy Form shall be signed by the appointor or his/her attorney duly authorised in writing, or if the appointor is a body corporate, either under the common seal or signed by a director or a duly authorised attorney of the body corporate. If the Second Proxy Form is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign or other document of authorisation must be notarized.

• (iii) To be valid, for H Shareholders, the Second Proxy Form and notarized power of attorney or other documents of authorisation (if applicable), must be delivered to the Company’s H Share registrar, Hong Kong Registrars Limited not less than 24 hours before the time for holding the EGM or any adjournment thereof.

• (iv) Shareholders who have lodged the First Proxy Form with the Company should note that:

  • (i) If the Second Proxy Form is lodged with the Company’s H Share registrar 24 hours prior to the time designated for convening the EGM (the “ Closing Time ”), the Second Proxy Form will revoke and supersede the First Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid form of proxy lodged by the Shareholder if correctly completed and signed and returned in accordance with the instructions printed thereon.

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  - (ii) If no Second Proxy Form is lodged with the Company’s H Share registrar as at the Closing Time, the First Proxy Form will be treated as a valid form of proxy lodged by him/her if correctly completed. The proxy so appointed by the Shareholder will be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the EGM including the proposed resolution in relation to appointment of new supervisors as set out in this supplemental notice. 

• (v) Completion and return of the First Proxy Form or the Second Proxy Form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

• (4) All resolutions at the meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates to a procedural or administrative matter to be voted on by a show of hands pursuant to the Hong Kong Listing Rules. The results of the poll will be published on the websites of the Hong Kong Stock Exchange and the Company in accordance with the Hong Kong Listing Rules.

• (5) Shareholders or their proxies must present proof of their identities upon attending the EGM. Should a proxy be appointed, the proxy must also present copies of his/her proxy form, or copies of appointing instrument and power of attorney, if applicable.

As at the date of this announcement, the executive directors of the Company are Mr. Ma Zhong Hong, Mr. Deng Xiao Gang and Mr. Huang Zhen Kun, the non-executive directors are Mr. Yin Zong Chen and Ms. Zhang Lei Lei and the independent non-executive directors are Mr. Wong Kai Tat, Mr. Wei Jie Sheng and Mr. Yu Guan Jian.

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