CMON Limited — Board/Management Information 2015

Mar 30, 2015

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) RESIGNATION OF DIRECTORS; AND

(2) NOMINATION OF DIRECTOR CANDIDATES

RESIGNATION OF DIRECTORS

The Board announces that (1) Mr. Ma Zhong Hong has tendered his resignation as an executive director of the Company and (2) Ms. Zhang Lei Lei has tendered her resignation as an non-executive director of the Company with effect from the date of the Upcoming AGM of the Company.

NOMINATION OF DIRECTOR CANDIDATES

The Board further announces that Mr. Zhang Jing Ming and Ms. Li Yu Xiang have been nominated as the candidates for election as an executive director and non-executive director of the Company respectively at the Upcoming AGM of the Company.

According to the articles of association of the Company, the appointment of director is subject to approval by the shareholders of the Company at the general meeting of the Company. The relevant resolution in relation to the appointment of Mr. Zhang and Ms. Li will be put forward to the Upcoming AGM for the shareholders’ consideration and approval by way of ordinary resolution.

RESIGNATION OF DIRECTORS

The Board hereby announces that Mr. Ma Zhong Hong has tendered his resignation as an executive director of the Company with effect from the date of the Upcoming AGM. Upon his resignation, he will cease to be the chairman of the Nomination Committee and the authorized representative of the Company. The Board hereby also announces that Ms. Zhang Lei Lei has tendered her resignation as a non-executive director of the Company with effect from the date of the Upcoming AGM. Upon her resignation, she will cease to be a member of the Remuneration Committee.

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Each of Mr. Ma and Ms. Zhang has confirmed that he/she has no disagreement with the Board and there is no matter relating to his/her resignation that needs to be brought to the attention of the shareholders of the Company.

The Board takes this opportunity to thank Mr. Ma and Ms. Zhang for their contributions to the Company during their tenure of office.

NOMINATION OF DIRECTOR CANDIDATES

The Board further announces that Mr. Zhang Jing Ming (“ Mr. Zhang ”) and Ms. Li Yu Xiang (“ Ms. Li ”) have been nominated as the candidates for election as an executive director and non-executive director of the Company respectively at the Upcoming AGM of the Company.

Biographical details of the above director candidates are set out as follows:

Executive Director

Mr. Zhang Jing Ming ( 張敬明先生 ), aged 58, graduated from Shantou Business School. Since 1986, Mr. Zhang has successively worked as the deputy manager of Guangdong Haining Paper Packing Company Limited ( 廣東海寧紙品包裝有限公司 ), the vice president of Hong Kong Hai Yuan Industry Group Limited, the director and vice president of Jintian Industrial (Group) Company Limited ( 金田實業（集團）股份有限公司 ). Mr. Zhang currently works as the managing director and legal representative and chairman of Beijing Zhongjin Chuangzhan Real Estate Development Company Limited* ( 北京中金創展房地產開發有限公司 ). Mr. Zhang has extensive experience in business management, corporate culture and project and operational planning.

Non-Executive Director

Ms. Li Yu Xiang (李玉香女士), aged 56, graduated from Henan Radio & Television University (河南廣播電視大學法律專業) with a bachelor’s degree in laws in 1988. Since 1981, Mr. Li has served as the section officer of Bureau of Justice in Kaifeng City, Henan Province, and the chief lawyer of Henan Rnn He law firm (河南潤合律師事務所). Ms. Li is currently the partner of Guangdong Shen Hua law firm* (廣東深樺律師事務所). Ms. Li has extensive experience in finance and capital markets, debts and liabilities, intellectual property rights.

Subject to the approval of the shareholders on their appointment at the Upcoming AGM, the Company will enter into a service contract with each of them respectively, and the length of service shall be from the date of approval by the Shareholders at the Upcoming AGM and ending on the expiry date of the current session of the Board. The appointment of Mr. Zhang and Ms. Li will be subject to retirement by rotation and re-election in accordance with the Articles of the Company. They will be entitled to a directors’ fee to be determined by the Remuneration Committee of the Company with reference to their duties and responsibility in the Company and the market benchmark.

Other than disclosed above, none of the above candidates currently holds, nor did them in the past three years, hold any directorships in any listed companies. They do not have any relationships with any director, supervisor, senior management or substantial or controlling shareholders of the Company. As at the date of this announcement, they do not have any interests in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

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Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there any matters that need to be brought to the attention of the shareholders of the Company in relation to the proposed appointment of the above director candidates.

ANNUAL GENERAL MEETING

An annual general meeting will be convened and held in June 2015 to approve, among others, the proposed appointment of Mr. Zhang and Ms. Li as the directors of the Company.

According to the articles of association of the Company, the appointment of director is subject to approval by the shareholders of the Company at the general meeting of the Company. The relevant resolution in relation to the appointment of Mr. Zhang and Ms. Li will be put forward to the Upcoming AGM for the Shareholders’ consideration and approval by way of ordinary resolution.

The Company will issue a notice of the AGM in relation to, among other things, the proposed appointment of Mr. Zhang and Ms. Li as directors of the Company in accordance with the requirements of the Articles of Association of the Company and the Listing Rules.

DEFINITIONS

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

“Upcoming AGM”	An annual general meeting of the Company will be
	convened and held in June 2015 to approve, among others,
	the proposed appointment of Mr. Zhang and Ms. Li as the
	Directors
“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
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China

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“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

“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

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

• For identification purpose only

Shenyang, the PRC, 30 March 2015

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 Zhong Chen and Ms. Zhang Lei Lei and the independent non-executive directors are Mr. Chan Ming Sun Jonathan, Mr. He Qing Jia and Mr. Yu Guan Jian.

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