CMON Limited — Capital/Financing Update 1999

Dec 7, 1999

Listed Company Information

SHENYANG PUBLIC UTILITY HOLDINGS COMPANY LTD<0747> - Announcement This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and Hong Kong Securities Clearing Company Limited ("Hongkong Clearing") 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. Unless defined herein, terms in this announcement shall have the same meanings as those defined in the prospectus dated 7th December, 1999 (the "Prospectus") issued by Shenyang Public Utility Holdings Company Limited (the "Company"). In connection with the International Placing and the Public Offer, BNP Prime Peregrine Securities Limited on behalf of the International Placing Underwriters may over-allocate and/or effect transactions with a view to stabilising or maintaining the market price of the H Shares at levels other than those which might not otherwise prevail in the market. Such transactions may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulatory requirements and, if commenced, may be discontinued at any time. The number of H Shares being offered in the International Placing may be increased up to and not more than an aggregate of 60,000,000 H Shares through the exercise of the Over-allotment Option granted to BNP Prime Peregrine Securities Limited by the Company to cover over-allocations in the International Placing, which option is exercisable within 30 days after the date of the Prospectus. In the event that such Over- allotment Option is exercised, a press announcement will be made. Shenyang Public Utility Holdings Company Limited (a joint stock limited company incorporated in the People's Republic of China with limited liability) Placing and Public Offer Number of H Shares : 400,000,000 H Shares, subject to adjustment Number of Public Offer Shares : 30,100,000 H Shares, subject to adjustment Offer price : not more than HK$1.80 per H Share, payable in full on application (subject to refund) Nominal value : RMB1.00 each Application methods : Electronic Initial Public Offering (EIPO) Arrangement and Application Forms (White and Yellow) Stock code : 747 Global Coordinator and Bookrunner BNP PRIME PEREGRINE Joint Sponsors BNP PRIME PEREGRINE DBS ASIA CAPITAL LIMITED Joint Lead Managers BNP Prime Peregrine DBS Asia Capital Limited China Everbright Securities (HK) Limited Co-Lead Managers SG Securities South China Securities Limited Co-Managers CLSA Global Emerging Markets Gateway Capital Limited Shenyin Wanguo Capital (H.K.) Limited Tai Fook Securities Company Limited Application has been made to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the H Shares to be issued as described in the Prospectus. Dealings in the H Shares on the Stock Exchange are expected to commence at 10:00 a.m. on Thursday, 16th December, 1999. Applications for the H Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and the prescribed WHITE or YELLOW application forms. It should be noted that multiple applications, or suspected multiple applications or any application for more than 15,050,000 H Shares, being 50 per cent. of the H Shares initially comprised in the Public Offer will be rejected. Only one application on a WHITE or YELLOW application form or by giving Electronic Application Instructions to Hongkong Clearing may be made for the benefit of any person. Subject to the granting of the listing of, and permission to deal in, the H Shares on the Stock Exchange as well as compliance with the stock admission requirements of Hongkong Clearing, the H Shares will be accepted as eligible securities by Hongkong Clearing for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the H Shares or such other date as determined by Hongkong Clearing. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. The H Share Offer is conditional on the conditions as stated in the paragraph headed "Conditions of the H Share Offer" in the section headed "Structure of the H Share Offer" in the Prospectus. The Offer Price is expected to be fixed by agreement between the Global Coordinator, on behalf of the Underwriters, and the Company before 12:00 noon, Friday, 10th December, 1999 (the "Price Determination Time"). The Global Coordinator, on behalf of the Underwriters, may with the consent of the Company, reduce the indicative Offer Price range below that stated in the Prospectus (which is HK$1.50 to HK$1.80 per H Share) at any time prior to the morning of the latest day for lodging applications under the Public Offer. In such a case, notices of the reduction in the indicative Offer Price range will be published in the South China Morning Post and the Hong Kong Economic Times not later than the morning of the day which is the latest day for lodging applications under the Public Offer. If applications for H Shares have been submitted prior to the day which is the latest day for lodging applications under the Public Offer, then even if the Offer Price is so reduced such applications cannot be subsequently withdrawn. If BNP Prime Peregrine, on behalf of the Underwriters, and the Company are unable to reach an agreement on the Offer Price or a postponement of the Price Determination Time by 12:00 noon on Friday, 10th December, 1999, the Public Offer will not become unconditional and will lapse. If the H Share Offer does not become unconditional, all application monies received from applicants under the Public Offer will be refunded, without interest, on the terms set out under the paragraph headed "Refund of your money" on the application forms. Refund cheques will also be issued in respect of wholly or partially unsuccessful applications. Applicants who have indicated in their application forms that they wish to collect refund cheques and (where relevant) H Share certificates personally from the Company's H Share registrar may collect refund cheques and (where relevant) H Share certificates personally from the Company's H Share registrar, HKSCC Registrars Limited, 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong from 9:00 a.m. to 1:00 p.m. on Wednesday, 15th December, 1999. Uncollected H Share certificates and refund cheques will be despatched by ordinary post at the applicants' own risk to the addresses specified in the relevant application forms. Applicants who would like to be allotted H Shares in their own names should complete and sign the WHITE application forms. Applicants who would like to have the allotted H Shares issued in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their investor participant stock accounts or the stock accounts of their designated CCASS participants maintained in CCASS should either (i) complete and sign the YELLOW application forms, copies of which, together with the Prospectus, may be obtained during normal business hours from 9:00 a.m. on Tuesday, 7th December, 1999 until 12:00 noon on Friday, 10th December, 1999 at the service counter of Hongkong Clearing, at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong or the Investor Service Centre of Hongkong Clearing at Room 1901, Chinachem Exchange Square, 1 Hoi Wan Street, Quarry Bay, Hong Kong or (ii) give Electronic Application Instructions to Hongkong Clearing as mentioned below. Copies of the Prospectus, together with the WHITE application forms, may be obtained during the same period from: 1. any member of the Stock Exchange; 2. BNP Prime Peregrine Securities Limited, 23rd Floor, New World Tower, 16-18 Queen's Road Central, Hong Kong; 3. DBS Asia Capital Limited, 26th Floor, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong; 4. China Everbright Securities (HK) Limited, 36th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong; 5. SG Securities (HK) Limited, 41st Floor, Edinburgh Tower, 15 Queen's Road Central, Hong Kong; 6. South China Securities Limited, 28th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong; 7. Credit Lyonnais Securities (Asia) Limited, 38th Floor, Tower 2, Lippo Centre, 89 Queensway, Hong Kong; 8. Gateway Capital Limited, Suite 1003, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong; 9. Shenyin Wanguo Capital (H.K.) Limited, 28th Floor, Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong; 10. Tai Fook Securities Company Limited, 25th Floor, New World Tower, 16-18 Queen's Road Central, Hong Kong; or any of the following branch or sub-branches of Bank of Communications, Hong Kong Branch: Hong Kong Island: Hong Kong branch 20 Pedder Street, Central, Hong Kong North Point Sub-branch 442-448 King's Road, North Point, Hong Kong Central District 125A Des Voeux Road Central, Sub-branch Central, Hong Kong Hennessy Road 368 Hennessy Road, Wanchai, Hong Kong Sub-branch Wanchai Sub-branch 32-34 Johnston Road, Wanchai, Hong Kong West Point Sub-branch 327-333 Queen's Road West, Hong Kong Kowloon:Tsimshatsui Sub-branch Shop 1-3, G/F, 22-28 Mody Road, Tsimshatsui, Kowloon Kowloon Sub-branch G/F, 563 Nathan Road, Kowloon Mongkok Sub-branch 99-101 Argyle Street, Kowloon New Territories: Tsuen Wan Sub-branch G10-11, Pacific Commercial Plaza, Bo Shek Mansion, 328 Sha Tsui Road, Tsuen Wan, New Territories Both WHITE and YELLOW application forms, completed in all respects, to which cheques or banker's cashier orders should be securely stapled, should be deposited in any of the special collection boxes provided at any of the branch or sub-branches of Bank of Communications, Hong Kong Branch referred to above during the following times on the following dates:- Tuesday, 7th December, 1999 - 9:00 a.m. to 4:00 p.m. Wednesday, 8th December, 1999 - 9:00 a.m. to 4:00 p.m. Thursday, 9th December, 1999 - 9:00 a.m. to 4:00 p.m. Friday, 10th December, 1999 - 9:00 a.m. to 12:00 noon Investors can apply for the Public Offer Shares by giving Electronic Application Instructions to Hongkong Clearing as follows:- 1. For CCASS Investor Participants, they can give Electronic Application Instructions through the CCASS Phone System by calling 2979 7888; and 2. For those who are not CCASS Investor Participants, they can instruct their designated CCASS Participants to give Electronic Application Instructions on their behalf to Hongkong Clearing. CCASS Participants can input Electronic Application Instructions during the following times: Tuesday, 7th December, 1999 - 9:00 a.m. to 4:00 p.m. Wednesday, 8th December, 1999 - 9:00 a.m. to 7:00 p.m. Thursday, 9th December, 1999 - 9:00 a.m. to 7:00 p.m. Friday, 10th December, 1999 - 9:00 a.m. to 12:00 noon For further information about the Electronic Application Instructions to Hongkong Clearing, please refer to pages 170 to 175 under the section headed "How to Apply for Public Offer Shares" of the Prospectus. The application lists will open from 11:45 a.m. to 12:00 noon on Friday, 10th December, 1999 (or such later date as may apply in the case of a tropical cyclone warning signal No. 8 or above or a "black" rainstorm warning signal being in force as described in the section of the Prospectus headed "How to Apply for Public Offer Shares"). Subject to the terms and conditions set out in the Prospectus and the application forms relating thereto, applications must be received by no later than 12:00 noon on Friday, 10th December, 1999 (or such later date as may apply in the case of a tropical cyclone warning signal No. 8 or above or a "black" rainstorm warning signal being in force as described in the section of the Prospectus headed "How to Apply for Public Offer Shares"). For allocation purposes only, the H Shares being offered for public subscription under the Public Offer (initially being 30,100,000 H Shares, subject to adjustment between the International Placing and the Public Offer as described in the Prospectus) will be divided equally into two pools: Pool A and Pool B. The H Shares in Pool A will consist of not less than 15,050,000 H Shares and will be allocated on an equitable basis to applicants who have applied for H Shares in the value of HK$5 million (excluding amounts of brokerage and Stock Exchange transaction levy) or less. The H Shares in Pool B will consist of not less than 15,050,000 H Shares and will be allocated on an equitable basis to applicants who have applied for H Shares in the value of more than HK$5 million (excluding amounts of brokerage and Stock Exchange transaction levy) and up to the total value of that pool. Applicants should be aware that applications in different pools, as well as applications in the same pool (depending on the number of H Shares applied for), may receive different allocation ratios. Where one but not both of the pools is undersubscribed, the surplus H Shares will be transferred to the other pool to satisfy demand in that pool and be allocated accordingly. Applicants can only receive an allocation of H Shares from Pool A or Pool B but not from both pools. Results of the applications and the basis of allotment under the Public Offer and the levels of indication of interest in the International Placing are expected to be published in the South China Morning Post and the Hong Kong Economic Times on or about Tuesday, 14th December, 1999. Hong Kong, 7th December, 1999