CMON Limited — Capital/Financing Update 2015

Sep 8, 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)

DISCLOSEABLE TRANSACTIONS IN RELATION TO THE ACQUISITION OF LISTED SECURITIES AND SUBSCRIPTION OF CONVERTIBLE BONDS

(1) ACQUISITION OF ARHL SHARES

Sichuang Overseas, being a wholly-owned subsidiary of the Company, acquired for an aggregate of 106,490,000 ARHL Shares on the market in a series of transactions conducted between 11 June 2015 and 8 September 2015 at the purchase price ranged between HK$0.40 and HK$0.73 per ARHL Share with the aggregate consideration of approximately HK$75,120,000 (excluding transaction cost).

(2) SUBSCRIPTION OF ARHL CONVERTIBLE BONDS

On 20 August 2015, Sichuang Overseas has completed the subscription of ARHL Convertible Bonds with a principal amount of HK$56,160,000. The ARHL Convertible Bonds bear an annual interest of 4% with a term of 3 years.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios under the Listing Rules in respect of each of the Acquisition and Subscription are more than 5% but less than 25%, each of the Acquisition and the Subscription constitutes a discloseable transaction for the Company. The applicable percentage ratios under the Listing Rules in respect of the aggregate of the Acquisition and the Subscription are also more than 5% but less than 25%. Therefore each of the Acquisition and the Subscription is subject to notification and announcement requirements of Chapter 14 of the Listing Rules.

– 1 –

(1) ACQUISITION OF ARHL SHARES

Sichuang Overseas, being a wholly-owned subsidiary of the Company, acquired for an aggregate of 106,490,000 ARHL Shares on the market in a series of transactions conducted between 11 June 2015 and 8 September 2015 at the purchase price ranged between HK$0.40 and HK$0.73 per ARHL Share with the aggregate consideration of approximately HK$75,120,000 (excluding transaction cost).

As the Acquisition was made on the market, the Company is not aware of the identity(ies) of the vendor(s) of the ARHL Shares. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the vendor(s) of the ARHL Shares and their ultimate beneficial owner(s) are the Independent Third Parties.

Listed securities being acquired

106,490,000 ARHL Shares were acquired in a series of transactions conducted between 11 June 2015 and 8 September 2015, representing approximately 2.85% of the issued share capital of ARHL (based on the 3,740,290,000 ARHL Shares as at 31 August 2015 according to the monthly return of ARHL dated 4 September 2015).

Consideration

The aggregate consideration of the Acquisition is approximately HK$75,120,000 (excluding transaction costs), which was payable in cash on settlement and financed by the Group’s internal resources. The consideration of the Acquisition represented the market price of the ARHL Shares at the time of the Acquisition.

(2) SUBSCRIPTION OF ARHL CONVERTIBLE BONDS

On 20 August 2015, Sichuang Overseas has completed the subscription of ARHL Convertible Bonds with a principal amount of HK$56,160,000. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of ARHL and its ultimate beneficial owner(s) is an Independent Third Party. The principal terms of the ARHL Convertible Bonds is set out as below:

Issuer:	ARHL
Issue Date:	20 August 2015
Total principal amount:	HK$432,000,000, of which HK$56,160,000 was
	subscribed by Sichuang Overseas
Interest:	4% per annum, payable by ARHL yearly in arrears
Maturity date:	3 years from the date of issue of ARHL Convertible
	Bonds
Conversion price:	HK$0.72 per conversion share

– 2 –

Conversion period:	The period commencing on the date of issue of the
	ARHL Convertible Bonds and ending on the maturity
	date
Lock up period:	3 months from the date of issue of ARHL Convertible
	Bonds
Transferability:	The Convertible Bonds are assignable and transferable
	subject to the applicable laws and regulations, and the
	Listing Rules provided that no assignment or transfer
	shall be made to a connected person of ARHL without
	the prior approval of ARHL

INFORMATION ON ARHL

Asia Resources Holdings Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange (stock code: 899). ARHL is an investment holding company. ARHL and its subsidiaries are principally engaged in iron mining business; securities and gold trading; and property investments.

The following financial information is extracted from the annual report of ARHL for the financial year ended 31 March 2015:

	For the year ended 31 March	For the year ended 31 March
	2015	2014
	HK$’000	HK$’000
Revenue (net)	(3,560)	18,189
Net loss before taxation and extraordinary items	(209,686)	(349,981)
Net loss after taxation and extraordinary items	(245,302)	(369,061)

REASONS FOR AND BENEFITS OF THE ACQUISITION AND SUBSCRIPTION

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

Having considered the recent investment in ARHL by Shaanxi Yanchang Petroleum (Group) Co., Ltd, being one of the largest state-owned enterprises engaged in oil and gas exploration and exploitation in the PRC, the Company considers that the Acquisition represents an attractive investment and can enhance the investment returns for the Company.

Regarding the Subscription, the Directors consider bond investment as one of the investment alternatives of the Company that can generate stable and higher interest income when comparing with bank deposit. The Company can either redeem ARHL Convertible Bonds at the maturity day or exercise the conversion rights attaching to the ARHL Convertible Bonds during the conversion period, thus it represents an opportunity to capture the potential capital gain of upward price movements of ARHL Shares.

Since the Acquisition was made on the market and taking into account the benefits of Subscription, the Directors are of the view that the Acquisition and the Subscription was fair and reasonable, on normal commercial terms and in the interests of the Company and its Shareholders as a whole.

– 3 –

LISTING RULES IMPLICATIONS

As the applicable percentage ratios under the Listing Rules in respect of each of the Acquisition and the Subscription are more than 5% but less than 25%, each of the Acquisition and the Subscription constitutes a discloseable transaction for the Company. The applicable percentage ratios under the Listing Rules in respect of the aggregate of the Acquisition and the Subscription are also more than 5% but less than 25%. Therefore each of the Acquisition and the Subscription is subject to notification and announcement requirements of 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 ARHL Shares the acquisition by the Company, through its subsidiary, of a total of 106,490,000 ARHL Shares on the market between 11 June 2015 and 8 September 2015 at consideration of approximately HK$75,120,000

• “ARHL” Asia Resources Holdings Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the main board of the Stock Exchange (stock code: 899)

• “ARHL Convertible Bonds” the convertible bonds in the aggregate principal amount of HK$432 million issued by ARHL on 20 August 2015

• “ARHL Shares” shares of ARHL

• “Board the board of Directors

• “Company” Shenyang Public Utility Holdings Company Limited

• “Connected person(s)” has the same meaning ascribed to it in the Listing Rules

• “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

– 4 –

“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 “Share(s)” H-Share(s) and Domestic Share(s) “Shareholder(s)” holder(s) of the Shares “Sichuang Overseas” Sichuang Overseas Investment Development Corporation Limited, a wholly-owned subsidiary of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription” Subscription of ARHL Convertible Bonds with a principal amount of HK$56,160,000 by the Company, through Sichuang Overseas “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “RMB” Renminbi, the lawful currency of the PRC “%” per cent

By Order of the Board Shenyang Public Utility Holdings Company Limited Zhang Jing Ming Chairman

Shenyang, the PRC, 8 September 2015

As at the date of this announcement, the executive directors of the Company are Mr. Zhang Jing Ming, Mr. Deng Xiao Gang and Mr. Huang Zhen Kun, the non-executive directors are Mr. Yin Zong Chen and Ms. Li Yu Xiang and the independent non-executive directors are Mr. Chan Ming Sun Jonathan, Mr. He Qing Jia and Mr. Yu Guan Jian.

– 5 –