CMON Limited — Capital/Financing Update 2016

Jul 19, 2016

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— AMENDMENTS ON TERMS AND CONDITIONS OF THE ACQUISITION

This announcement is made by Shenyang Public Utility Holdings Limited (the “ Company ”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcement of the Company dated 27 July 2015 in relation to the acquisition of 30% equity interests of Guangzhou Hai Yue Real Estate Development Company Limited* 廣州海粵房地產發展有限公司 (the “ Announcement ”). Terms defined in the Announcement shall have the same meanings when used herein unless the context requires otherwise.

Pursuant to the Acquisition Agreement dated 27 July 2015, Shenzhen Shi Cheng He Chuang Jian Investment and Development Company Limited* 深圳市城合創建投資發展有限公司, a wholly-owned subsidiary of the Company (the “ Original Purchaser ”), has conditionally agreed to acquire and the Vendor has conditionally agreed to sell the Sale Shares at a consideration of RMB195,000,000. It is agreed that the Acquisition shall complete within 3 months upon the signing of the Acquisition Agreement. As additional time is necessary for the completion to take place, on 30 December 2015, the Original Purchaser and the Vendor has entered into the first supplemental agreement, pursuant to which both parties have agreed to extend the completion date of the Acquisition to 30 June 2016. On 3 March 2016, the Original Purchaser, the Vendor and Shenzhen Tai He Chuang Jian Investment Development Company Limited 深圳市泰合創建投資發展有限責任公司, another wholly-owned subsidiary of the Company (the “ New Purchaser ”) entered into a right and obligation transfer agreement (the “ Transfer Agreement ”), pursuant to which the Original Purchaser has agreed to transfer its rights and obligations under the Acquisition Agreement to the New Purchaser. The New Purchaser has paid a total of RMB175,000,000, being the payment made by the Original Purchaser under the Acquisition Agreement, to the Original Purchaser pursuant to the Transfer Agreement.

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As at the date of this announcement, the Acquisition has not been completed, the Original Purchaser have paid the consideration amounted to RMB175,000,000 to the Vendor (the “ Previous Payments ”) and the remaining amount of RMB20,000,000 is still outstanding (the “ Outstanding Payment ”).

On 19 July 2016, The New Purchaser and the Vendor entered into the second supplemental agreement (the “ 2nd Supplemental Agreement ”) to amend certain terms and conditions under the Acquisition Agreement. Pursuant to the 2nd Supplemental Agreement, both parties agreed to make the amendments to the Acquisition Agreement as follows:

1. The percentage of equity interests in the Target Company to be acquired by the New Purchaser from the Vendor shall be changed from 30% to 20%.

2. The consideration shall be decreased by RMB65,000,000 which is in proportion to 10% decrease in equity interests of the Target Company subject to the Acquisition, and shall be amended to RMB130,000,000 (the “ New Consideration ”).

3. The New Consideration shall be deducted from the Previous Payments made by the Original Purchaser. After such deduction, the balance of RMB45,000,000 will be refunded to the New Purchaser by the Vendor within 10 days upon the completion of the change in industry and commercial registration (工商變更登記) and the Vendor shall repay the bank loan of RMB78,921,624 to the Target Company within 3 months upon the completion of change in industry and commercial registration.

4. Due to the decrease in consideration, the Outstanding Payment of RMB20,000,000 shall be no longer exist.

5. The completion of the change in industry and commercial registration contemplated under the Acquisition shall be completed within three months upon entering into the 2nd supplemental Agreement. In the event that the Vendor is unable to refund the balance of RMB45,000,000 within 10 days upon the completion of the change in industry and commercial registration, the Vendor shall pay the New Purchaser an interest on the late payment in accordance with the then bank borrowing interest rate.

6. In the event that the Vendor fails to fulfill the requirements as stated in clause (3) and (5) above, the New Purchaser shall have right to terminate the Acquisition Agreement and the supplemental agreements. The Vendor shall refund all the consideration being paid by the New Purchaser under the Acquisition as well as paying the penalty charge to the New Purchaser.

Save for the amendment of terms and condition as disclosed above, all other terms and conditions of the Acquisition Agreement shall remain unchanged.

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

Shenyang, PRC 19 July 2016

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.

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