CMON Limited — Board/Management Information 2013

May 7, 2013

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)

(1) PROPOSED CHANGE OF COMPANY NAME;

(2) PROPOSED CHANGE OF REGISTERED ADDRESS; (3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

(4) PROPOSED APPOINTMENT OF DIRECTORS

PROPOSED CHANGE OF COMPANY NAME

The Board proposed to change the name of the Company from “瀋陽公用發展股份有限公 司 Shenyang Public Utility Holdings Company Limited” to “深圳市金馬控股發展股份有 限公司 Shenzhen Jinma Development Holdings Company Limited”.

The Proposed Change of Company Name is subject to, among other things, (i) the passing of special resolutions by the Shareholders at the AGM; and (ii) all relevant approval, authorities, licenses and consents have been obtained from the relevant governmental authorities, and all filings and registration procedures in the PRC have been completed in relation to the Proposed Change of Company Name.

PROPOSED CHANGE OF REGISTERED ADDRESS

The Board proposed to change the existing registered address of the Company to 深圳市 羅湖區延芳路安業馨園AB棟2樓211 (211, 2nd Floor, Block A and B, An Ye Xin Yuan, Yanfang Road, Luohu, Shenzhen, the PRC).

The proposed change of the registered address of the Company is subject to the passing of the special resolution at the AGM by the Shareholders and the completion of the registration procedures with Shenyang Administration for Industry and Commerce (瀋陽 市工商行政管理局) and the completion of the relevant procedures for the change of registration with Market Supervision Administration of Shenzhen Municipality (深圳市 市場監督管理局).

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board proposed to make certain amendments to the Articles relating to, among others, (i) the Proposed Change of Company Name; (ii) the proposed change of register address of the Company; (iii) alteration of the details in relation to the transfer of the unlisted domestic-invested shares to overseas-listed foreign-invested shares in accordance with relevant laws and administrative regulations in the PRC; and (iv) other rationalization and unification of texts and statements in the Articles, which is subject to the Shareholders’ approval by way of a special resolution at the AGM.

PROPOSED APPOINTMENT OF DIRECTORS

The Board resolved to nominate (i) Mr. Ma Zhonghong, Mr. Deng Xiaogang and Mr. Chau Ngai Ming as the executive director of the fifth Board of Directors of the Company; (ii) Mr. Wang Zhenkun as the non-executive director of the fifth Board of Directors of the Company; and (iii) Mr. Yu Guanjian as the indepedent non-executive director of the fifth Board of Directors of the Company. According to the Articles of the Company, the appointment of new directors is subject to the Shareholders’ approval at the general meeting.

A circular containing, among other things, further details of (i) the proposed change of company name; (ii) the proposed change of register address of the Company; (iii) the proposed amendments to the Articles; and (iv) the proposed appointment of directors will be despatched to the Shareholders as soon as practicable.

(I) PROPOSED CHANGE OF COMPANY NAME

The Board proposed to change the name of the Company from “瀋陽公用發展股份有限 公司 Shenyang Public Utility Holdings Company Limited” to “深圳市金馬控股發展股 份有限公司 Shenzhen Jinma Development Holdings Company Limited”.

The Proposed Change of Company Name is subject to the satisfaction of the following conditions:

• (i) the passing of special resolutions by the Shareholders at the AGM approving the Proposed Change of Company Name and the relevant amendments to the Articles; and

• (ii) all relevant approval, authorities, licenses and consents have been obtained from the relevant governmental authorities, and all filings and registration procedures in the PRC have been completed in relation to the Proposed Change of Company Name.

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The Proposed Change of Company Name will take effect after satisfaction of the conditions mentioned above. Thereafter, the Company will carry out all necessary filing procedures with the Company Registry in Hong Kong.

Besides, subject to the confirmation of the Stock Exchange, the English and Chinese stock short names for trading in the H-Shares on the Stock Exchange will also be changed after the Proposed Change of Company Name becoming effective. Further announcement will be made by the Company relating to the effective date of the Proposed Change of Company Name and the Company’s stock short names.

Reason for the Proposed Change of Company Name

The Board considers that the change of Company name will provide the Company with a new corporate image and corporate positioning, and will better reflect the new controlling shareholder and the business activities of the Company. As such, the Board, including the independent non-executive Directors, considers that the Proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole.

Effects of Proposed Change of Company Name

The Proposed Change of Company Name will not affect any of the rights of the Shareholders. The existing share certificates of the Company in issue bearing the present name of the Company shall continue to be effective and as documents of title to the Shares and will continue to be valid for trading, settlement, and registration purposes. Accordingly, there will not be any arrangement for exchange of the existing share certificates. Upon the Proposed Change of Company Name becoming effective, new share certificate of the Company will be issued in the new name of the Company.

(II) PROPOSED CHANGE OF REGISTERED ADDRESS

The Board proposed to change the existing registered address of the Company to 深圳市 羅湖區延芳路安業馨園AB棟2樓211 (211, 2nd Floor, Block A and B, An Ye Xin Yuan, Yanfang Road, Luohu, Shenzhen, the PRC).

The proposed change of the registered address of the Company is subject to the passing of the special resolution at the AGM by the Shareholders and the completion of the registration procedures with Shenyang Administration for Industry and Commerce (瀋 陽市工商行政管理局) and the completion of the relevant procedures for the change of registration with Market Supervision Administration of Shenzhen Municipality (深圳市 市場監督管理局).

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(III) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board proposed to make certain amendments to the Articles in relation to, among other things, (i) the Proposed Change of Company Name; (ii) the proposed change of register address of the Company; (iii) alteration of the details in relation to the transfer of the unlisted domestic-invested shares to overseas-listed foreign-invested shares in accordance with relevant laws and administrative regulations in the PRC; and (iv) other rationalization and unification of texts and statements in the Articles.

Details regarding the proposed amendments to the Articles will be set out in the circular to be despatched to the Shareholders.

The proposed amendments to the Articles are subject to the passing of special resolutions by the Shareholders at the AGM. Prior to the proposed amendments to the Articles becoming effective, the existing Articles will continue to be in force.

(IV) PROPOSED APPOINTMENT OF DIRECTORS

The Board resolved to nominate (i) Mr. Ma Zhonghong (“ Mr. Ma ”), Mr. Deng Xiaogang (“ Mr. Deng ”) and Mr. Chau Ngai Ming (“ Mr. Chau ”) as the executive director of the fifth Board of Directors of the Company; (ii) Mr. Wang Zhenkun (“ Mr. Wang ”) as the non-executive director of the fifth Board of Directors of the Company; and (iii) Mr. Yu Guanjian (“ Mr. Yu ”) as the indepedent non-executive director of the fifth Board of Directors of the Company at the forthcoming AGM. Under the Articles of the Company, Shareholders’ approval at the general meeting is required for the appointment of directors.

The biographical details of Mr. Ma, Mr. Deng, Mr. Chau, Mr. Wang and Mr. Yu are as follows:

Biography of Mr. Ma

Mr. Ma Zhonghong, born in March 1973, is the People’s Representative of the Sixth Session of Luohu District, Shenzhen. Mr. Ma graduated from the Management School, Jinan University (暨南大學經濟管理學院) with a bachelor degree in 2004. Later he studied in Beijing Normal University Institute of Economics and Business Administration (北京師範大學經濟管理學院) and is now the vice president of Association of the Alumni of Enterpreneurs of Beijing Normal University(北京師範大 學企業家校友聯誼會). Since 1993, he has taken up positions as the general manager of Shenzhen Rongxing Industrial Development Company Limited (深圳市榮興泰貿易有

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限公司), the chief executive officer of Jinma Group (HK) Company Limited (金馬集團 （香港）有限公司) and the chairman and president of Jintian Industrial Company Limited (金田實業（集團）股份有限公司). Mr. Ma is currently the chairman of Shenzhen Jinma Holdings Company Limited (深圳市金馬控股集團有限公司). Mr. Ma has extensive experience in corporate governance, development of real estate projects and property development and investment.

There will be service contract entered into between the Company and Mr. Ma whereby his proposed term of service will be commenced from the date of AGM to the date of 2014 AGM. The appointment of Mr. Ma will be will be subject to retirement by rotation and re-election in accordance with the Articles of the Company. He will be entitled to a directors’ fee to be determined by the Remuneration Committee of the Company with reference to his duties and responsibility in the Company and the market benchmark.

As at the date of this announcement, Shenzhen Jinma Asset Management Company Limited holds 600,000,000 Domestic Shares representing approximately 58.8% of the entire issued share capital of the Company. The entire issued share capital of Shenzhen Jinma is beneficially owned as to 90% by Mr. Ma. As at the date of this announcement and save for the above disclosures, (i) Mr. Ma did not have any other relationship with any other Directors, substantial Shareholders and senior management of the Group; (ii) he did not have any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iii) he did not hold any other directorships in other listed public companies in the last three years; and (iv) there were no other matters relating to his appointment that need to be brought to the attention of the Shareholders and there is no other information that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Biography of Mr. Deng

Mr. Deng Xiaogang, was born in May 1961. He graduated from the Urban Construction and Engineering department of Chongqing Institute of Architectural and Engineering (重慶建築工程學院) in 1983 with a bachelor degree in engineering, majoring in water supply and drainage. Since 1983, he has taken up the position as an engineer of Southwest Municipal Engineering Design Institute of China (中國市政工程西南設計 院) and the head of Shenzhen Urban Planing and Land Planing Office (深圳市規劃國土 局規劃處). He is currently the deputy president of Shenzhen Jinma Holdings Company Limited (深圳市金馬控股集團有限公司) and the general manager of Guangzhou Zhongzhan Investment Holdings Company Limited (廣州市中展投資控股有限公司). Mr. Deng has extensive experience in corporate governance and development of real estate projects.

There will be service contract entered into between the Company and Mr. Deng whereby his proposed term of service will be commenced from the date of AGM to the

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date of 2014 AGM. The appointment of Mr. Deng will be will be subject to retirement by rotation and re-election in accordance with the Articles of the Company. He will be entitled to a directors’ fee to be determined by the Remuneration Committee of the Company with reference to his duties and responsibility in the Company and the market benchmark.

Save as disclosed above, (i) Mr. Deng does not hold any other position with the Company or other members of the Group; (ii) he did not have any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iii) he did not hold any other directorships in other listed public companies in the last three years; and (iv) there were no other matters relating to his appointment that need to be brought to the attention of the Shareholders and there is no other information that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Biography of Mr. Chau

Mr. Chau Ngai Ming, was born in September 1960. Mr. Chau graduated from Australian National University in 1984 with a bachelor degree in economics, majoring in economics and accounting. Mr. Chau was a member of the Australian Institute of Certified Public Accountants and the license holder to carry out investment advising activities in Hong Kong. In recent years, Mr. Chau principally engaged in business planning and financial management. He is currently the assistant president of Shenzhen Jinma Holdings Company Limited (深圳市金馬控股集團有限公司).

There will be service contract entered into between the Company and Mr. Chau whereby his proposed term of service will be commenced from the date of AGM to the date of 2014 AGM. The appointment of Mr. Chau will be will be subject to retirement by rotation and re-election in accordance with the Articles of the Company. He will be entitled to a directors’ fee to be determined by the Remuneration Committee of the Company with reference to his duties and responsibility in the Company and the market benchmark.

Save as disclosed above, (i) Mr. Chau does not hold any other position with the Company or other members of the Group; (ii) he did not have any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iii) he did not hold any other directorships in other listed public companies in the last three years; and (iv) there were no other matters relating to his appointment that need to be brought to the attention of the Shareholders and there is no other information that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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Biography of Mr. Wang

Mr. Wang Zhenkun, was born in July 1960. Since 1978 to 1983, Mr. Wang served in the Infrastructure engineering department of Chinese People’s Liberation Army. In 1987, he graduated from Shenzhen University (深圳大學) majoring in economics. Since graduation, he served as the head of the Construction and Land Planning Bureau of Shenzhen (深圳市基建辦和規劃國土局), the deputy president of Shenzhen Jinma Holdings Company Limited (深圳市金馬控股集團有限公司) and the general manager of Shenzhen Zhaoshang Anye Investment Development Company Limited (深圳招商安 業投資發展有限公司). Mr. Wang has extensive experience in corporate governance and the development of real estate projects. He is currently the general manager of Zhongfang Chaozhou Investment Development Company Limited (中房潮州投資開發 有限公司).

There will be service contract entered into between the Company and Mr. Wang whereby his proposed term of service will be commenced from the date of AGM to the date of 2014 AGM. The appointment of Mr. Wang will be subject to retirement by rotation and re-election in accordance with the Articles of the Company. He will be entitled to a directors’ fee to be determined by the Remuneration Committee of the Company with reference to his duties and responsibility in the Company and the market benchmark.

Save as disclosed above, (i) Mr. Wang does not hold any other position with the Company or other members of the Group; (ii) he did not have any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iii) he did not hold any other directorships in other listed public companies in the last three years; and (iv) there were no other matters relating to his appointment that need to be brought to the attention of the Shareholders and there is no other information that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Biography of Mr. Yu

Mr. Yu Guanjian, was born in November 1956, who is a senior economist. Mr. Yu graduated from Southwestern University of Finance and Economics (西南財經大學) with a master degree in economics in 1988. From 1990 to 2008, Mr. Yu has taken up the position as a risk management officer in Shenzhen Branch of Bank of China, the general manager in Shenzhen and Guangzhou office of China Orient Asset Management Corporation (中國東方資產管理公司深圳和廣州辦事處), the general manager of Bangxin Asset Management Company Limited (邦信資產管理公司) and the president of China Shenzhen Foreign Trade (Group) Company Limited (中國深圳對外貿易（集 團）有限公司). Mr. Yu has extensive experience in corporate risk management and asset management. Since 2012 to now, Mr. Yu has been the independent director of Sichuan Tianyi Science & Technology Co., Ltd. (四川天一科技股份有限公司), a company listed on the Shanghai Stock Exchange (Stock code: 600378).Besides, he is currently the vice president of Dong Yin Development (Holdings) Company Limited (東銀發展 （控股）有限公司).

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There will be service contract entered into between the Company and Mr. Yu whereby his proposed term of service will be commenced from the date of AGM to the date of 2014 AGM. The appointment of Mr. Yu will be will be subject to retirement by rotation and re-election in accordance with the Articles of the Company. He will be entitled to a directors’ fee to be determined by the Remuneration Committee of the Company with reference to his duties and responsibility in the Company and the market benchmark.

Save as disclosed above, (i) Mr. Yu does not hold any other position with the Company or other members of the Group; (ii) he did not have any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iii) he did not hold any other directorships in other listed public companies in the last three years; and (iv) there were no other matters relating to his appointment that need to be brought to the attention of the Shareholders and there is no other information that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

GENERAL

A circular containing, among other things, further information on (i) the Proposed Change of Company Name; (ii) the proposed change of register address of the Company; (iii) the proposed amendments to the Articles; and (iv) the proposed appointment of directors will be despatched to the Shareholders as soon as practicable.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following respective meanings.

“2014 AGM” an annual general meeting of the Company for the financial year ending 31 December 2014 to be convened in 2015

“AGM” an annual general meeting of the Company for the financial year ended 31 December 2012 to be convened and held for the Shareholders to consider and, if thought fit, to approve among other things, (i) the Proposed Change of Company Name; (ii) the proposed change of register address of the Company; (iii) the proposed amendments to the Articles; and (iv) the proposed appointment of directors

• “Articles” the articles of association of the Company “Board the board of Directors “Company” Shenyang Public Utility Holdings Company Limited “Director(s)” means the directors of the Company

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“Domestic Share(s)”	domestic share(s) with a nominal value of RMB1 each in the
	share capital of the Company which are subscribed for in
	RMB
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“H-Share(s)”	ordinary share(s) of RMB1 each in the share capital of the
	Company
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China
“Proposed Change of	the proposed change of the name of the Company from “瀋陽
Company Name”	公用發展股份有限公司Shenyang Public Utility Holdings
	Company Limited” to “深圳市金馬控股發展股份有限公司
	Shenzhen Jinma Development Holdings Company Limited”
“Share”	H-Share(s) and Domestic Share(s)
“Shareholder(s)”	holder(s) of the H-Shares and the Domestic Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
	By Order of the Board
	Shenyang Public Utility Holdings Company Limited
	An Mu Zong
	Chairman

Shenyang, the PRC, 7 May 2013

As at the date of this announcement, the executive directors of the Company are Mr. An Mu Zong, Mr. Wang Zai Xing, Mr. Chow Ka Wo Alex and Mr. Wang Hui, the non-executive directors are Mr. Bao Yi Qiang and Mrs. Zhang Lei Lei and the independent non-executive directors are Mr. Cai Lian Jun, Mr. Wong Kai Tat, Mr. Wei Jie Sheng and Mr. Chan Ming Sun Jonathan.

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