CMON Limited — Capital/Financing Update 2016

Jan 21, 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)

DISCLOSEABLE TRANSACTION IN RELATION TO THE DISPOSAL OF LISTED SECURITIES AND TRANSFER OF CONVERTIBLE BONDS

(1) DISPOSAL OF ARHL SHARES

Sichuang Overseas, being a wholly-owned subsidiary of the Company, has disposed for an aggregate of 106,490,000 ARHL Shares on the market in a series of transactions conducted between 10 August 2015 and 14 January 2016 at the purchase price ranged between HK$0.39 and HK$0.58 per ARHL Share with the aggregate consideration of approximately HK$52,709,550 (excluding transaction cost).

(2) TRANSFER OF ARHL CB

On 21 January 2016, Sichuang Overseas entered into a ARHL CB Transfer Agreement with the Transferees pursuant to which Sichuang Overseas agreed to transfer ARHL CB with a principle amount of HK$27,360,000 to Transferee I at a consideration of HK$27,360,000 and a principal amount of HK$28,800,000 to Transferee II at a consideration of HK$28,800,000. The total consideration for the ARHL CB Transfer is HK$56,160,000.

LISTING RULES IMPLICATIONS

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

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(1) DISPOSAL OF ARHL SHARES

Sichuang Overseas, being a wholly-owned subsidiary of the Company, disposed for an aggregate of 106,490,000 ARHL Shares on the market in a series of transactions conducted between 10 August 2015 and 14 January 2016 at the purchase price ranged between HK$0.39 and HK$0.58 per ARHL Share with the aggregate consideration of approximately HK$52,709,550 (excluding transaction cost).

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

Listed securities being disposed

106,490,000 ARHL Shares were disposed in a series of transactions conducted between 10 August 2015 and 14 January 2016, representing approximately 2.03% of the issued share capital of ARHL (based on the 5,245,690,000 ARHL Shares as at 31 December 2015 according to the monthly return of ARHL dated 5 January 2016).

Consideration

The aggregate consideration of the Disposal was approximately HK$52,709,550 (excluding transaction costs), was settled through the clearing system of the Stock Exchange. The gross sale proceeds of the Disposal represented the market price of the ARHL Shares at the time of the Disposal.

(2) TRANSFER OF ARHL CB

On 21 January 2016, Sichuang Overseas entered into the ARHL CB Transfer Agreement with the Transferees pursuant to which Sichuang Overseas agreed to transfer ARHL CB with a principle amount of HK$27,360,000 to Transferee I at a consideration of HK$27,360,000 and a principal amount of HK$28,800,000 to Transferee II at a consideration of HK$28,800,000. The total consideration for the ARHL CB Transfer is HK$56,160,000 which is equivalent to the principal value of the ARHL CB subscribed by Sichuang Overseas upon Subscription. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Transferees and its ultimate beneficial owner(s) is an Independent Third Party.

The principal terms of the ARHL CB is set out as below:

Issuer: ARHL Total principal amount: Up to HK$432,000,000 Interest: 4% per annum, payable by ARHL yearly in arrears Maturity date: 3 years from the date of issue of ARHL CB

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Conversion price: HK$0.72 per conversion share Conversion period: The period commencing on the date of issue of the ARHL CB and ending on the maturity date Lock up period: 3 months from the date of issue of ARHL CB Transferability: ARHL CB 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). The Company is an investment holding company. The Group is 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
	2015	2014
	(RMB)	(RMB)
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)

FINANCIAL EFFECT OF THE DISPOSAL AND ARHL CB TRANSFER

The ARHL Shares were recorded in the financial statements of the Group as held for trading investment. Based on (i) the acquisition costs of the ARHL Shares of approximately HK$75,120,000 and (ii) the proceeds of approximately HK$52,709,550 (excluding transaction cost) from the Disposal, it is expected that the Group will recognize a loss of approximately HK$22,410,450 in relation to the Disposal.

For the ARHL CB Transfer, the consideration is equivalent to the principal value of the ARHL CB subscribed by Sichuang Overseas upon Subscription, thus there is no gain or loss for the Group as a result of ARHL CB Transfer. As at the date of this announcement, an interests to be received by Sichuang Overseas from the investment of ARHL CB is approximately HK$945,000..

It is expected that the proceeds from the Disposal and the ARHL CB Transfer will be used for general working capital purpose.

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REASONS FOR AND BENEFITS OF THE DISPOSAL AND CB TRANSFER

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

Having considered the recent poor market condition and the consecutive downwards price movement of ARHL Shares, the Directors are of the view that the Disposal and the ARHL CB Transfer, which will enable the Group to limit the loss in the investment in the ARHL Shares and to realize the investment in ARHL CB, are fair and reasonable. Since the Disposal was made at market price and the ARHL CB was transferred at it principal value, the Directors believe that the Disposal and the ARHL CB Transfer are on normal commercial terms and in the interests of the Company and its Shareholders as a whole.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios under the Listing Rules in respect of each of the Disposal and ARHL CB Transfer are more than 5% but less than 25%, each of the Disposal and the ARHL CB Transfer constitutes a discloseable transaction for the Company. The applicable percentage ratios under the Listing Rules in respect of the aggregate of the Disposal and the ARHL CB Transfer are also more than 5% but less than 25%. Therefore each of the Disposal and the ARHL CB Transfer 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.

“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 CB” the convertible bonds in the aggregate principal amount of up to HK$432 million issued by ARHL pursuant to ARHL CB placing agreement date 21 May 2015

• “ARHL CB Transfer” The transfer of ARHL CB with a principal amount of HK$56,160,000 from Sichuang Overseas to the Transferees

• “ARHL CB Transfer the transfer agreement dated 21 January 2016 entered into Agreement” between Sichuang Overseas and the Transferees in relation to ARHL CB Transfer

• “ARHL Shares” shares of ARHL

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“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
“Disposal”	the disposal by the Company, through its wholly-owned
	subsidiary, of a total of 106,490,000 ARHL Shares on the
	market between 10 August 2015 and 14 January 2016 for a
	consideration of approximately HK$52,709,550
“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 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
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“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 CB by the Company, through
	Sichuang Overseas on 20 August 2015
“Transferee I”	Dong Gui Jin（董桂金）
“Transferee II”	Lu Shang Min（呂尚民）

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“Transferees”

Transferee I and Transferee II

“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, 21 January 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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