CMON Limited — Board/Management Information 2014

Dec 30, 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)

(1) PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS AND SUPERVISORS; (2) RETIREMENT OF DIRECTORS AND SUPERVISORS; AND

(3) RESIGNATION OF SUPERVISOR

The Board announces that:–

• (1) the following existing Directors will offer themselves for re-election as Directors of the sixth session of the Board at the EGM:

• (i) Mr. Ma Zhong Hong, Mr. Deng Xiao Gang and Mr. Huang Zhen Kun will offer themselves for re-election as executive Directors;

• (ii) Mr. Yin Zong Chen and Ms. Zhang Lei Lei will offer themselves for re-election as non-executive Directors;

• (iii) Mr. Wong Kai Tat and Mr. Yu Guan Jian will offer themselves for re-election as independent non-executive Directors;

• (2) Mr. Wei Jie Sheng will retire from his office as an independent non-executive Director and will not seek for re-election at the EGM;

• (3) Mr. He Qing Jia has been nominated as a candidate for election at the EGM as an independent non-executive Director;

• (4) Mr. Wang Xing Ye and Mr. He Song Xi will retire and, being eligible, offer themselves for re-election at the EGM as the independent Supervisor and the shareholder representative Supervisor respectively;

• (5) Mr. Lu Ming will retire from his office as Supervisor and will not seek for re-election at the EGM;

– 1 –

• (6) Mr. Tang Xian Hua has tendered his resignation as a employee representative Supervisor with effect from 26 December 2014;

• (7) Ms. Yi Shi Min and Ms. Huang Yong Jing have been elected by the employee representatives’ meeting as employee representative Supervisors of sixth session of the Supervisory Committee; and

• (8) Mr. Zhang Yun Feng has been nominated as a candidate for election at the EGM as an independent Supervisor of the sixth session of the Supervisory Committee.

The proposed Directors, independent Supervisors and the shareholder representative Supervisor will be elected or re-elected subject to the approval by the Shareholders at the EGM. The term of the new Directors and Supervisors will be for a period of three years which is proposed to commence on 12 February 2014 and will expire on 11 February 2018.

Notice for convening the EGM containing details of the relevant resolutions will be dispatched to the Shareholders as soon as practicable.

Re-election of Directors and Supervisors

Pursuant to the Articles of Association, the term of office of the Directors and Supervisors of each session shall be three years and eligible for re-election. The Directors, independent Supervisors and the shareholder representative Supervisor of the new session shall be elected or re-elected in a general meeting by ordinary resolutions passed by the Shareholders. The employee representative Supervisors shall be elected democratically by the employees of the Company.

As the term of the Board and the Supervisory Committee of the fifth session will expire on 11 February 2015, the Board resolved to propose the following candidates to be nominated for, and elected or re-elected as members of the sixth session of the Board and the Supervisory Committee respectively. The term of the new Directors and Supervisors will be for a period of three years which is proposed to commence on 12 February 2014 and will expire on 11 February 2018.

Proposed Re-election and Appointment of Directors

The term of office of all Directors of the fifth session shall expire on 11 February 2015. Seven of such Directors have been nominated as candidates for re-election as members of the Board of the sixth session, namely (i) Mr. Ma Zhong Hong, Mr. Deng Xiao Gang and Mr. Huang Zhen Kun as executive Directors; (ii) Mr. Yin Zong Chen and Ms. Zhang Lei Lei as non-executive Directors; and (iii) Mr. Wong Kai Tat and Mr. Yu Guan Jian as independent non-executive Directors. In addition, Mr. He Qing Jia has been nominated as a candidate for election at the EGM as an independent non-executive Director.

Mr. Wei Jie Sheng, the independent non-executive Director of the fifth session have notified the Board that he will retire from his office and will not seek for re-election. Mr. Wei Jie Sheng confirmed that he has no disagreement with the Board and the Company and there is no other matter in relation to his retirement that needs to be brought to the attention to the Shareholders.

– 2 –

Proposed Re-election, Appointment and Resignation of Supervisors

The term of office of all Supervisors of the fifth session shall expire on 11 February 2015. Mr. Wang Xing Ye and Mr. He Song Xi will retire and, being eligible, offer themselves for re-election at the EGM as the independent Supervisors and the shareholder representative Supervisor respectively. Ms. Yi Shi Min and Ms. Huang Yong Jing has been elected by the employee representatives’ meeting as employee representative Supervisors of six session of the Supervisory Committee. In addition, Mr. Zhang Yun Feng has been nominated as a candidate for election at EGM as an independent Supervisor of the sixth session of the Supervisory Committee.

Mr. Tang Xian Hua has tendered his resignation as a employee representative Supervisor with effect from 26 December 2014. Mr. Lu Ming has notified the Board that he will retire from his office as Supervisors and will not seek for re-election. Each of Mr. Lu Ming and Mr. Tang Xian Hua confirmed that he has no disagreement with the Supervisory Committee and the Company and there is no other matter in relation to his retirement or resignation that needs to be brought to the attention to the Shareholders.

The Board takes this opportunity to thank Mr. Wei, Mr. Lu and Mr. Tang for their contribution to the Company during their tenure of office.

Biographical Details of the Directors and Supervisors Proposed to be Re-elected or Appointed (As the Case May Be)

Executive Directors

Mr. Ma Zhong Hong (“Mr. Ma”) , born in 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 Entrepreneurs 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.

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.

– 3 –

Mr. Deng Xiao Gang (“Mr. Deng”) , was born in 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.

Mr. Huang Zhen Kun (“Mr. Huang”) , was born in 1960. 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. Huang 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), a wholly-owned subsidiary of the Company.

Non-executive Directors

Mr. Yin Zong Chen (“Mr. Yin”) , was born in 1964, graduated from Harbin Institute of Technology ( 哈爾濱工業大學 ) with a master degree in Architecture and Civil Engineering Professional. Since 1997 to 2003, Mr. Yin had successively held positions as the general manager, deputy secretary of the party general branch and senior engineer in Shenzhen Shen An Enterprises Limited Company ( 深圳市深安企業有限公司 ). From 2003 to 2007, Mr. Yin had successively held positions as the director, general manager and senior engineer in Shenzhen Pan-China Group Company Limited (“Pan-China Group”) ( 深圳泛華工程集團有 限公司 ). During his tenure of service in Pan-China Group, he has achieved the qualification as a national registered constructor and registered supervision engineer. From 2009 to 2011, Mr. Yin has successively held positions as the deputy general manager and responsible officer of the contracting division in Shenzhen Construction (Group) Company Limited ( 深圳市建設 （集團）有限公司 ). He is currently served as the deputy president in Jinma Holding (Group) Company Limited ( 金馬控股集團有限公司 ). Mr. Yin has over 20 years’ experience in architecture, civil engineering and infrastructure construction.

Ms. Zhang Lei Lei (“Ms. Zhang”) , was born in 1978. Ms. Zhang graduated with a bachelor’s degree in accounting from the Anhui Finance & Trade College (安徽財貿學院) in July 2000. From 2002 until now, Ms. Zhang has been working as the officer of Land and Real Estate Research Center, China Development Institute (中國綜合開發研究院); and the general manager of Investment Department and the director of Beijing Qian Jing Real Estate Investment Company Limited (北京前景置地投資有限公司). Ms. Zhang has extensive experience in the negotiation, investment, development and management of large consolidated real estate projects.

– 4 –

Independent Non-executive Directors

Mr. Wong Kai Tat (“Mr. Wong”) , was born in 1952. Mr. Wong is an associate member of the Hong Kong Institute of Certified Public Accountants. He holds an LLB (Honours) degree from the University of Hong Kong, a bachelor’s degree of business administration from the University of Iowa, U.S.A., a master’s degree of business administration degree from the University of Strathclyde, Scotland, a master’s degree of applied finance from Macquarie University, Australia, a master’s degree of corporate finance from Hong Kong Polytechnic University and an honorary doctor of law degree from Armstrong University in the U.S.A.. Mr. Wong was an executive director of Great World Company Holdings Ltd. (stock code: 8003).

Mr. Yu Guan Jian (“Mr. Yu”) , was born in 1956, is an independent non-executive director of the Company since June 2013. He graduated from Southwestern University of Finance and Economics ( 西南財經大學 ) with a master degree in economics in 1988. 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 ).

Mr. He Qing Jia (“Mr. He”) , was born in 1984. He was graduated from the University of Electronic Science and Technology with a master degree in Measurement Technology and Instruments. Since 2011, Mr. He has worked as the business development manager of Huawei Technologies Company Limited (華為技術有限公司) and the assistant of the general manager of Shenzhen Tong Heng Micro Technology Company Limited (深圳市同亨微科技有限公司). Mr. He has extensive experience in corporate management and managing external relations.

Supervisors

Mr. Wang Xing Ye (“Mr. Wang”) , was born in 1977. He was graduated from the Xian University of Technology with a bachelor’s degree in economics in 1999 and graduated from Peking University of School of Government with a profession of political science and public administration. Mr. Wang is currently the manager of the Division of Listing Rules Compliance in Beijing Beida Jade Bird Universal Sci-Tech Company Limited and the Chairman of the Board of Supervisors of the Company. He has profound experience in investment and financing, asset and business reorganization.

Mr. He Song Xi (“Mr. He”) , was born in 1955. He was graduated from Guangdong Puning Jianin Secondary School (廣東普寧市建新中學) with a high-school education level. He was a member of the second Youth Federation of Puning City. Since 2004 to 2014, Mr. Ho has successively held positions as the deputy general manager of Shenzhen An Ye Real Estate Group Company Limited (深圳市安業地產集團有限公司) and the deputy general manager of Shenzhen Si Ji Wan Jia Department Store Company Limited (深圳市四季萬家百貨有限公司). He is currently served as the deputy general manager of Shenzhen Xing Fu Hotel Management Company Limited* 深圳市幸福酒店管理有限公司. Mr. Ho has extensive experience in corporate management and business culture.

– 5 –

Ms. Huang Yong Jing (“Ms. Huang”) , was born in 1979. Ms. Huang was graduated from Zhangzhou University with a bachelor degree in food engineering. Since 2002, Ms. Huang has successively worked as the food inspector in Ximen Entry-Exit Inspection and Quarantine Bureau (廈門市出入境檢驗檢疫局), executive manager and deputy general assistant of Shenzhen Pico Investment and Development Company Limited (深圳市筆克投資發展有限 公司) and the executive assistant of Shenzhen Anye Property Holdings Limited (深圳市安 業地產控股有限公司). She is currently worked in the integrated management department of the Company. Ms. Huang is experienced in business administration and managing external relations and affairs.

Mr. Zhang Yun Feng (“Mr. Zhang”) , was born in 1964. He was graduated from Anhui University of Finance and Economics (安徽財經大學) majoring in commodity science. Since 1999, Mr. Zhang has worked as deputy general manager of the marketing department in the headquarters of the Kunlun Securities Company Limited (昆侖證券有限公司), marketing director of Shenzhen sale branch of the Hong Yuan Securities Company Limited (宏源證券股 份有限公司) and the general manager of Anhui Xin Tai Yuan Technology Company Limited (安徽鑫泰元科技有限公司). Mr. Zhang has extensive experience in capital management.

Ms. Yi Shi Min (“Ms. Yi”) , was born in 1988. She was graduated from Southwest University, Chongqing (重慶西南大學), majoring in business administration. Since 2010, Ms. Yi has successively worked as the secretary of the vice president of Shenzhen Di Na Lin Trading Company limited (深圳市迪娜林貿易有限公司), secretary of the executive vice president of Mao Ye International Holdings Limited (茂業國際控股有限公司). She is currently the manager of the investment development team of the Company. Ms. Yi is experienced in Investment development and business negotiations.

Save as disclosed in this announcement, none of proposed Directors and Supervisors holds any interests or short positions in any shares, underlying shares or debentures of the Company which are required to be disclosed under Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong).

Save as disclosed in this announcement, none of the proposed Directors and Supervisors holds any other position with the Company or other members of the Group nor do they have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company or any of their associates (as defined in the Listing Rules).

Save as disclosed in this announcement, none of the proposed Directors and Supervisors has held any position in other companies listed on the Stock Exchange or any other securities market for the last three years.

In addition, there is no other information in relation to the proposed Directors and Supervisors which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on the Listing Rules nor are they involved in any of the matters required to be disclosed pursuant to the Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the shareholders of the Company.

– 6 –

Each of proposed Directors and Supervisors will enter into a service contract with the Company for a term of three years after the proposed ordinary resolutions regarding their reelection being passed at the EGM. The appointment of Directors and Supervisors will be for a term of three years commencing from 12 February 2015 and expiring on 11 February 2018.

The proposed emoluments of the proposed Directors, namely Mr. Huang Zhen Kun, Mr. Yin Zong Chen, Mr. He Qing Jia and Ms. Zhang Lei Lei are proposed to be RMB30,000 per annum, the proposed emoluments of proposed Directors namely Mr. Ma Zhong Hong and Mr. Deng Xiao Gang will be RMB100,000 per annum; the proposed emoluments of proposed Directors namely Mr. Wong Kai Tat and Mr. Yu Guan Jian will be RMB120,000 per annum and the emoluments of proposed Supervisors are proposed to be RMB10,000 per annum.

The proposed emoluments for the proposed Directors and Supervisors are determined on the basis of prevailing market rate, scope of work, level of involvement, experience, seniority and the recommendation of the remuneration committee of the Company.

EXTRAORDINARY GENERAL MEETING

According to the Articles of Association, the re-election and appointment of all Directors, independent Supervisors and the shareholder representative Supervisors are subject to the approval of the Shareholders by way of ordinary resolutions at a general meeting.

Details of the relevant resolutions will be set out in the notice for convening the EGM for the purpose of the proposed appointment and re-election of Directors and Supervisors to be dispatched to the Shareholders.

DEFINITIONS

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

“Articles of Association”	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
“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
“EGM”	an extraordinary general meeting of the Company to be
	convened and held to approve the proposed re-election and
	appointment of Directors and Supervisors
“Group”	the Company and its subsidiaries

– 7 –

“H-Share(s)” overseas listed foreign ordinary share(s) in share capital of the Company, with a nominal value of RMB1 each, all of which are listed on the main board of the Stock Exchange, and subscribed for and traded in Hong Kong dollars

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “Share(s)” H-Share(s) and Domestic Share(s) “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisor(s)” supervisor(s) of the Company

“Supervisory Committee” the supervisory committee of the Company

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

Shenyang, the PRC, 30 December 2014

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.

– 8 –