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CMON Limited Capital/Financing Update 2017

Mar 14, 2017

50172_rns_2017-03-14_c5fc1167-5bdb-475a-9e06-a4145f62b59c.pdf

Capital/Financing Update

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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)

VOLUNTARY ANNOUNCEMENT LETTER OF INTENT IN RELATION TO A POSSIBLE INVESTMENT

This is a voluntary announcement made by the board (the “ Board ”) of directors (the “ Directors ”) of Shenyang Public Utility Holdings Company Limited (the “ Company ”).

THE LETTER OF INTENT IN RELATION TO A POSSIBLE INVESTMENT

The Board also wishes to inform that on 14 March 2017 (after trading hours), Modern Key International Limited (“ Modern Key ”), the wholly-owned subsidiary of the Company and BGA China Technology Company Limited 神農中華科技有限公司 (“ BGA China ”) entered into a non-legally binding letter of intent (the “ Letter of Intent ”). Pursuant to the Letter of Intent, it is proposed that Modern Key will conditionally acquire not less than 20% equity interests of BGA China (the “ Possible Investment ”). To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, BGA China and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

The principal terms of the Letter of Intent are set out as follows:

The Possible Investment

BGA China is a limited company incorporated in the British Virgin Islands, engaging in the business development of organic fertilizers. Such organic fertilizers are applied for soil improvement, desertification control and to promote harvest and the quality of agricultural products. Against this background, the Company has intention to corporate with BGA China to develop in organic fertilizer market in the PRC and the Asia region. It is proposed that Modern Key will invest not less than 20% equity interests in BGA China.

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Pursuant to the Letter of Intent, Modern Key will engage a valuer to conduct valuation of the carrying value of the assets of BGA China. Subject to further negotiations between the Modern Key and BGA China, the proposed consideration of the Possible Investment will be determined between the parties to the Letter of Intent based on the results of the valuation and the due diligence on BGA China.

The Possible Investment will be executed upon (1) the due diligence review on the business, financial and operational aspects of BGA China having been completed; (2) the overseas patent for the relevant organic fertilizers technology having been legally owned by BGA China, and the relevant patent license have been obtained; and (3) both parties to the Letter of Intent having been agreed on the consideration.

Pursuant to the Letter of Intent, both parties agree that for a period of 90 days (or such later date as mutual agreed by the both parties) commencing from the first day after the signing of the Letter of Intent not to negotiate or discuss with any person or entity other than Modern Key with respect to the Possible Investment.

The Letter of Intent does not constitute any legally binding commitment of Modern Key and BGA China in respect of the Possible Investment. The Possible Investment is subject to the execution and completion of the formal agreement.

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

Shenyang, the PRC, 14 March 2017

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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