CMON Limited — Capital/Financing Update 2016

Jan 6, 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)

INSIDE INFORMATION AND MEMORANDUM OF UNDERSTANDING ON POSSIBLE JOINT VENTURE ARRANGEMENTS

This announcement is made by Shenyang Public Utility Holdings Company Limited (the “ Company ”) pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

MEMORANDUM OF UNDERSTANDING

The board (the “ Board ”) of the directors (the “ Directors ”) is pleased to announce that on 6 January 2016, after trading hours, a subsidiary of the Company (the “ Joint Venture Party ”) and Hong Kong Multi-Ideas Chip Investment Holdings Limited 香港多思集成電路投資有限 公司 (“ Joint Venture Partner ”) entered into the Memorandum of Understanding (“ MOU ”), pursuant to which the Joint Venture Party and the Joint Venture Partner intend to establish a domestic company (“ Joint Venture Company ”) in the People’s Republic of China (the “ PRC ”) to market the reconfigurable security processor (the “ Security Processor ”).

The Joint Venture Partner is a company incorporated in Hong Kong and the licensee of an exclusive patent licence in respect of the Security Processor. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, the Joint Venture Partner and its ultimate beneficial owner are third parties independent of the Company and its connected persons.

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The principal terms of the MOU are as follows:

• Date: 6 January 2016 Parties: (a) the Joint Venture Party (b) the Joint Venture Partner

• Share Capital of the (a) It is intended that the amount of the initial registered Joint Venture Company: share capital of the Joint Venture Company shall be approximately HK$100 million. The Joint Venture Party and the Joint Venture Partner shall hold the Joint Venture Company in equal shares.

  • (b) The Joint Venture Party shall pay in approximately HK$50 million in cash to the Joint Venture Company while the Joint Venture Partner shall grant a 5-year patent licence in respect of the Security Processor to the Joint Venture Company as paid-in capital. The exact share capital and shareholding percentage shall be adjusted in accordance with the assessed value of the patent licence in respect of the Security Processor.

Termination: Should the Joint Venture Party and the Joint Venture Partner fail to execute a formal agreement within 60 days from the date of the MOU, the MOU shall lapse.

The Board wishes to emphasize that no binding agreement in relation to the Joint Venture Company has been entered into as at the date of this announcement. As such, the Joint Venture Company may or may not materialize. Further announcement in compliance with the Listing Rules in respect of the Joint Venture Company will be made by the Company as and when appropriate. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

By Order of the Board

Shenyang Public Utility Holdings Company Limited Zhang Jing Ming Chairman

Shenyang, the PRC, 6 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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