CMON Limited — Board/Management Information 2015

Jan 12, 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)

SUPPLEMENTAL ANNOUNCEMENT – (1) RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR; AND

(2) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board announces that, Mr. Wong Kai Tat, an existing independent non-executive director of the fifth session of the Board, will retire upon expiration of the term of office of the fifth session of the Board and will not seek for re-election at the EGM due to the expiry of his six-year tenure with the Company. In accordance with the PRC Company Law and the working system for independent Directors (獨立董事工作制度), the independent nonexecutive directors of the Company shall not serve more than two sessions of the Board. Since Mr. Wong will not seek re-election at the EGM, the ordinary resolution no.6 as set out in the Notice of EGM will be withdrawn from voting at the EGM.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

On 8 January 2015, the Company received a written notice from Jinma Asset for proposing the resolution in respect of the nomination of Mr. Chan Ming Sun Jonathan as a candidate for election at the EGM as an independent non-executive Director. According to the Articles of Association, the appointment of director 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.

Due to the addition of resolution, the Company will issue a supplemental notice of the EGM and a supplemental proxy form to the Shareholders as soon as practicable.

Reference is made to the announcement of the Company dated 30 December 2014 in relation to (1) proposed re-election and appointment of Directors and Supervisors; (2) retirement of Directors and Supervisors and (3) Resignation of Supervisor.

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RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

In accordance with the PRC Company Law and the working system for independent Directors (獨立董事工作制度), the independent non-executive directors of the Company shall not serve more than two sessions of the Board. Mr. Wong Kai Tat was appointed as the independent non-executive director of the Company since 12 February 2009 and has served two sessions of the Board upon the expiry of his six-year tenure with the Company. Accordingly, Mr. Wong Kai Tat will retire upon expiration of the term of office of the fifth Session of the Board and will not seek re-election at the EGM.

Mr. Wong 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 of the Company’s shareholders. The Company would like to take this opportunity to express its gratitude to the contribution of Mr. Wong during his tenure as an independent non-executive Director.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Pursuant 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, Shareholder(s) individually or collectively holding more than 3% of the Company’s shares can make a temporary motion and submit in writing to the convener 10 days before the date of the general meeting. Shenzhen Jinma Asset Management Company Limited (“ Jinma Asset ”) is a shareholder of the Company which beneficially owns approximately 58.80% of the total issued share capital of the Company.

On 8 January 2015, the Company received a written notice from Jinma Asset for proposing the resolution in respect of the nomination of Mr. Chan Ming Sun Jonathan (“ Mr. Chan ”) as a candidate for election at the EGM as an independent non-executive Director. According to the Articles of Association, the appointment of director 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. Biographical details of Mr. Chan are set out as below:

Mr. Chan Ming Sun Jonathan, aged 42. Mr. Chan graduated from the University of New South Wales, Australia with a Bachelor of Commerce degree in Accounting and Computer Information Systems. He is an associate member of the Hong Kong Institute of Certified Public Accountants and a member of Certified Public Accountants, Australia and a fellow of the Hong Kong Institute of Directors. Mr. Chan has over 15 years of experience in auditing, accounting, investment and financial management. Between July 2000 and August 2001, Mr. Chan was an investment manager with Softbank China Venture Investments Limited. Between April 1995 and June 2000, he worked at Ernst & Young in Hong Kong and his last position was a senior associate with the audit and corporate finance department.

Mr. Chan is currently (i) an associate director of Go-To-Asia Investment Limited; (ii) an independent non-executive director of China Dredging Environment Protection Holdings Limited (formerly known as Xiangyu Dredging Holdings Limited) (Stock code: 871); Far East Holdings International Limited (Stock code: 36) and Hao Tian Development Group Limited (Stock code: 474), whose respective securities are listed on the main board of the Stock

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Exchange, and (iii) an independent non-executive director of Changhong Jiahua Holdings Limited (Stock code: 8016) and L&A International Holdings Limited (Stock code: 8195), whose respective securities are listed on the growth enterprise market of the Stock Exchange.

Mr. Chan was the independent non-executive director of the Company since 12 February 2009 and has resigned on 21 June 2013. Furthermore, Mr. Chan was an independent non-executive director of Beautiful China Holdings Company Limited (stock code: 706) between March 2013 and February 2014 and Capital VC Limited (stock code: 2324) between August 2004 and April 2012 respectively, the securities of both companies are listed on the Main Board of the Stock Exchange.

Save as disclosed above, Mr. Chan has not held any directorship in any public listed companies in the past three years prior to the date of this announcement. Mr. Chan does not hold any positions with the Company or any of its subsidiaries. In addition, he does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company, nor interested or deemed to be interested in the 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).

Mr. Chan will enter into a service contract with the Company for a term of three years after the proposed ordinary resolution regarding his appointment being passed at the EGM. The appointment of Mr. Chan will be for a term of three years commencing from 12 February 2015 and expiring on 11 February 2018. The proposed emoluments of Mr. Chan will be RMB120,000 per annum for his service under the service contract, which is determined by the Board with reference to prevailing market rate, his duties and experience and the recommendation of the remuneration committee of the Company.

Save as disclosed above, the Company has no other matters concerning the appointment of Mr. Chan as an independent non-executive Director that need to be brought to the attention of the Shareholders and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor he is involved in any of the matters required to be disclosed pursuant to the Listing Rules.

EXTRAORDINARY GENERAL MEETING

An EGM will be convened and held on 12 February 2015 to approve the proposed re-election and appointment of Directors and Supervisors. Notice of EGM and the Proxy Form has been issued by the Company to the Shareholders on 30 December 2014. Since Mr. Wong will not seek re-election at the EGM, the ordinary resolution no.6 as set out in the Notice of EGM will be withdrawn from voting at the EGM. Save for the above, other resolutions as set out in the Notice of EGM and the Proxy Form will remain unchanged and valid.

According to the Articles of Association, 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. Chan will be put forward to the EGM for the shareholders’ consideration and approval by way of ordinary resolution.

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The Company will issue a supplemental notice of the EGM and a supplemental proxy form for the addition of resolution 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.

“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 on 12 February 2015 to approve the proposed re-election
	and appointment of Directors and Supervisors
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“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
“Notice of EGM”	the notice of the EGM issued by the Company on 30 December
	2014
“PRC”	the People’s Republic of China
“Proxy Form”	The proxy form for use by the Shareholder at the EGM issued by
	the Company on 30 December 2014
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	H-Share(s) and Domestic Share(s)

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holder(s) of the Shares

“Shareholder(s)”

“Stock Exchange” “Supervisor(s)”

The Stock Exchange of Hong Kong Limited

supervisor(s) of the Company

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

Shenyang, the PRC, 12 January 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 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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