CMON Limited — Capital/Financing Update 2013

Dec 20, 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)

DISCLOSEABLE TRANSACTION – ACQUISITION OF PROPERTY IN THE PRC

THE SALE AND PURCHASE AGREEMENT

The Board is pleased to announce that on 20 December 2013, after trading hours, the Purchaser, a wholly owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendor, pursuant to which the Vendor agreed to sell and the Purchaser agreed to acquire the Property at a total consideration of RMB125,000,000.

LISTING RULES IMPLICATION OF THE ACQUISITION

As the applicable percentage ratios (as defined under the Listing Rules) in respect of the Acquisition are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

THE SALE AND PURCHASE AGREEMENT

Date: 20 December 2013 (after trading hours)

Parties:

Purchaser:

Shenzhen Jinma Innovation Development Company Limited* (深圳市 金馬創新發展有限公司), a wholly-owned subsidiary of the Company

Vendor: ISH Logistics Yanbao (Shenzhen) Limited* 綜合信興鹽保物流（深圳） 有限公司

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The Vendor is an limited liability company incorporated in the PRC. It principally engaged in development and construction of the Yantian Baoshui Logistic Park. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendor and its respective ultimate beneficial owner are Independent Third Parties.

Property to be acquired

An office premise with floor area of 5,000 square meters, being part of the commercial building to be constructed in Area II, the intersection of San Hao Road and Shenyan Road, Yantian Baoshui Logistic Park, Yantian District, Shenzhen* (深圳市鹽田區鹽田保稅區物流 園內三號路與深鹽路交匯處二號堆場)

Consideration

The Consideration for the Acquisition is RMB125,000,000 which was calculated based on the average price of RMB25,000 per square meter. Such Consideration was arrived at after the arm’s length negotiations between the Purchaser and the Vendor with reference to market prices of comparable properties of similar size, character and location.

The Consideration shall be payable in cash by the Purchaser to the Vendor in the following manner:-

• (a) the first instalment of RMB62,500,000 shall be paid within 30 days upon signing the Sale and Purchase Agreement;

• (b) the second instalment of RMB37,500,000 shall be paid within 6 months upon the payment of the first instalment; and

• (c) the third instalment of RMB25,000,000 shall be paid within 30 days upon the date on which the delivery of the Property is completed.

Delivery of the Property

The Vendor shall deliver the Property to the Purchaser on or before 30 October 2014 (the “ Delivery Date ”), by which time, among other things, (a) the Vendor shall have obtained the relevant documents issued by the relevant PRC governmental or regulatory authorities proving that the final acceptance of the Property has been completed; and (b) the Vendor having complied in full with the obligations pursuant to the Sale and Purchase Agreement and otherwise having duly performed and observed all of the obligations, undertakings and covenants required to be performed and observed by it under the Sale and Purchase Agreement to the satisfaction of the Purchaser on or prior to the Delivery Date.

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Pursuant to the Sale and Purchase Agreement, the Purchaser has priority to choose the location of the office premise.

In the event that the Vendor fails to deliver the Property to the Purchaser on or before the Delivery Date, the Company has right to terminate the Sale and Purchase Agreement and the Vendor shall return all the consideration paid by Purchaser pursuant to the Sale and Purchase Agreement with a compensation amount of RMB200,000 within 30 days therefrom.

INFORMATION OF THE PROPERTY

The Property comprises an office premise with floor area of 5,000 square meters, being part of the commercial building to be constructed in Area II, the intersection of San Hao Road and Shenyan Road, Yantian Baoshui Logistic Park, Yantian District, Shenzhen* (深圳市鹽田區鹽 田保稅區物流園內三號路與深鹽路交匯處二號堆場). The Property will be utilized as the headquarter of the Group in the future. Currently, the Property is still under construction and the construction of the Property is expected to be completed by October 2014.

REASONS FOR THE ACQUISITION

As at the date of this announcement, the Group is principally engaged in infrastructure and construction business in the PRC.

Yantian is an established container storage depot for mega container vessels in South China which has an extensive shipping network linking to major worldwide ports and terminals. The region is now gradually turning into one of the prime business zones in Shenzhen which further accelerates the industrial and commercial development of the area. It is the strategy of the Group to continue to explore new investment opportunities so as to strengthen its infrastructure and construction business in the PRC. Therefore, the Directors consider that the Acquisition of new headquarter could enable the Group to establish an platform to explore new investment opportunities in Yantian.

In light of the above, the Directors (including the independent non-executive Directors) are of the view that the Acquisition is in the interest of the Group and the terms and conditions of the Sale and Purchase Agreement are on normal commercial terms, which are fair and reasonable, and are in the interests of the Company and the Shareholders as a whole.

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LISTING RULES IMPLICATION OF THE ACQUISITION

As the applicable percentage ratios (as defined under the Listing Rules) in respect of the Acquisition are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

DEFINITIONS

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

• “Acquisition” the acquisition of the Property by the Purchaser from the Vendor pursuant to the Sale and Purchase Agreement

• “associate(s)” has the meaning ascribed to it under the Listing Rules “Board” the board of Directors “Company” Shenyang Public Utility Holdings Company Limited “connected person” has the meaning ascribed to it in the Listing Rules “Consideration” consideration for the Acquisition, being RMB125,000,000 “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 “H-Share(s)” overseas listed foreign ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 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

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• “Independent Third the independent third party(ies) who is/are, to the best of the Party(ies)” Directors’ knowledge, information and belief having made all reasonable enquiry, independent of the Company and its connected persons (as defined under the Listing Rules)

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “PRC” the People’s Republic of China

• “Property” an office premise with floor area of 5,000 square meters, being part of the commercial building to be constructed in Area II, the intersection of San Hao Road and Shenyan Road, Yantian Baoshui Logistic Park, Yantian District, Shenzhen* (深圳市鹽田區鹽田保稅區物流園內三號路與 深鹽路交匯處二號堆場)

• “Purchaser” Shenzhen Jinma Innovation Development Company Limited* (深圳市金馬創新發展有限公司), a company incorporated in the PRC with limited liability and a wholly-owned subsidiary of the Company

• “RMB” Renminbi, the lawful currency of the PRC

• “Sale and Purchase the sale and purchase agreement dated 20 December 2013 Agreement” entered into between the Purchaser and the Vendor for the Acquisition

• “Shares” Domestic Shares and/or H-Shares

• “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited

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“Vendor”

ISH Logistics Yanbao (Shenzhen) Limited* 綜合信興鹽保 物流（深圳）有限公司, a company incorporated in the PRC with limited liability

“%”

per cent.

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

• For identification purpose only

Shenyang, PRC, 20 December 2013

As at the date of this announcement, the executive directors of the Company are Mr. Ma Zhong Hong and Mr. Deng Xiao Gang, the non-executive directors are Mr. Huang Zhen Kun 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.

• For identification purpose only

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