CMON Limited — Capital/Financing Update 2014

Jan 13, 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)

FORMATION OF JOINT VENTURE COMPANY

The Board is pleased to announce that on 13 January 2014 (after trading hours), Shenzhen Jinma, a wholly-owned subsidiary of the Company, entered into the JV Agreement with the JV Partners in relation to establishment of the JV Company. The JV Company will be engaged into, among others, information consultation, domestic trading, project investment and investment management and advisory, other than those businesses subject to PRC regulatory requirements.

Pursuant to the JV Agreement, the total registered capital of the JV Company shall be RMB120,000,000, of which RMB36,000,000 will be contributed by Shenzhen Jinma, RMB36,000,000 will be contributed by JV Partner A and RMB48,000,000 will be contributed by JV Partner B.

As one of the applicable percentage ratios (as defined in the Listing Rules) in respect of the JV Agreement is more than 5% but less than 25%, the formation of the JV Company constitutes a discloseable transaction of the Company under the Listing Rules and is subject to the notification and publication of announcement requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board is pleased to announce that on 13 January 2014 (after trading hours), Shenzhen Jinma, a wholly-owned subsidiary of the Company, entered into the JV Agreement with JV Parnters in relation to establishment of the JV Company. The JV Company will be engaged into, among others, information consultation, domestic trading, project investment and investment management and advisory, other than those businesses subject to PRC regulatory requirements.

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THE JV AGREEMENT

The principal terms of the JV Agreement are summarised below:

Date

• 13 January 2014 (after trading hours)

Parties to the JV Agreement

• (i) The Company;

• (ii) JV Partner A; and

• (iii) JV Partner B

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, each of the JV Partners is an Independent Third Party and is not a connected person of the Company as defined under the Listing Rules.

Formation of the JV Company

The JV Parties agree to establish the JV Company in the PRC for an initial term of 10 years. Upon incorporation of the JV Company, the JV Company will be owned as to 30% by Shenzhen Jinma, 30% by JV partner A and as to 40% by JV partner B.

Scope of business

The JV Company will be engaged into, among others, information consultation, domestic trading, project investment and investment management and advisory, other than those businesses subject to PRC regulatory requirements.

Registered capital and capital contribution

Pursuant to the JV Agreement, the total registered capital of the JV Company shall be RMB120,000,000, of which RMB36,000,000 will be contributed by Shenzhen Jinma, RMB36,000,000 will be contributed by JV Partner A and RMB48,000,000 will be contributed by JV Partner B. The registered capital shall be fully contributed in cash within two years by JV Parties upon the incorporation of the JV Company.

Any transfer of the capital contribution made by any of the JV Parties, whether in whole or in part, is subject to approval from the other JV Parties.

The registered capital required to be paid up by Shenzhen Jinma will be funded by internal resources of the Group.

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Obligations of and undertakings by the JV parties:

Each of the JV Parties undertakes that it will subject to the compliance of all applicable laws, rules and regulations:

• (a) pay its portion of the capital contribution to the JV Company in the manner as described in the JV Agreement; and

• (b) take all reasonable actions and steps to assist the incorporation of the JV Company.

In the event that any of the JV Parties fails to pay its portion of the capital contribution to the JV Company within the period as agreed in the JV Agreement, other JV Parties has right to terminate the JV Agreement and such party shall compensate any loss and claims to other JV Parties in accordance with the terms under the JV Agreement.

Board composition

The board of directors of the JV Company shall consist of three directors. Each of the JV Parties shall have the right to nominate one director of the JV Company.

The senior management team of the JV Company shall comprise a general manager and a supervisor. The general manager shall be appointed by the board of directors of the JV Company and the supervisor shall be appointed by the JV parties upon incorporation of the JV Company.

REASONS FOR THE FORMATION OF THE JV COMPANY

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

The Directors believe that the formation of the JV Company will enable the Group to establish long term cooperative efforts with the JV Partners for jointly exploring business opportunities with good future prospects in the PRC. Through the strategic alliance with the JV Partners, it would allow the Company to tap into new business areas such as domestic trading and investment management so as to further diversify the Group’s business portfolio with a view to bringing more returns to the shareholders of the Company. The Directors believe that the formation of the JV Company with the JV Partners will be beneficial to the Group and is part of the long term strategy of the Company. Accordingly, the Directors consider that the terms of the JV Agreement are in the interests of the Company and its Shareholders as a whole.

IMPLICATIONS OF LISTING RULES

As one of the applicable percentage ratios (as defined in the Listing Rules) in respect of the JV Agreement is more than 5% but less than 25%, the formation of the JV Company constitutes a discloseable transaction of the Company under the Listing Rules and is subject to the notification and publication of announcement requirements under Chapter 14 of the Listing Rules.

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DEFINITIONS

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

“associate”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors
“Company”	Shenyang Public Utility Holdings Company Limited, a joint
	stock limited company incorporated in the PRC and whose
	H-Shares are listed on the main board of the Stock Exchange
“connected person”	has the meaning defined by the Listing Rules
“Director(s)”	means the director(s) 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
“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
“Independent Third Party”	the independent third party who is, to the best of the
	Directors’ knowledge, information and belief having made
	all reasonable enquiry, independent of the Company and its
	connected persons (as defined under the Listing Rules)
“JV Agreement”	the joint venture agreement dated 13 January 2014 entered
	into by the JV Parties in relation to, among other matters, the
	formation of the JV Company
“JV Company”	Shenzhen Hongtao Changsheng Investment Development
	Company Limited*深圳市鴻濤昌盛投資發展有限公司, a
	joint venture company to be established with limited liability
	in the PRC in accordance with the terms and conditions of
	the JV Agreement
“JV Parties”	collectively, Shenzhen Jinma and the JV Partners

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“JV Partner A” Mr. Hao Yue Yun (郝越雲先生) “JV Partner B” Ms. Yu Na Na (虞娜娜小姐) “JV Partners” collectively, JV Partner A and JV Partner B “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China “Share(s)” H-Share(s) and Domestic Share(s) “Shareholder(s)” holder(s) of the Shares(s) “Shenzhen Jinma” 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 “Stock Exchange” The Stock Exchange of Hong Kong Limited “RMB” Renminbi, the lawful currency of the PRC

• For identification purpose only

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

Shenyang, the PRC, 13 January 2014

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.

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