CMON Limited — Governance Information 2013

Dec 18, 2013

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)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The announcement is published in accordance with the provisions of Rule 13.51 (1) of the Listing Rules.

Further to the various amendments to the Articles approved by the Shareholders in the AGM and the 2013 EGM, the Company proposed to make two amendments to the Articles relating to the Supervisory Committee in order to bring the Articles in line with the Company Law. The proposed amendments to the Articles are subject to the Shareholders’ approval by way of a special resolution at the forthcoming EGM and completion of the registration procedures with relevant governmental authorities in the PRC.

A circular containing, among other things, further details of the proposed amendments to the Articles will be despatched to the Shareholders as soon as practicable.

The announcement is published in accordance with the provisions of Rule 13.51(1) Listing Rules.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Further to the various amendments to the Articles approved by the Shareholders in the AGM and the 2013 EGM, the Company proposed to make two amendments to the Articles relating to the Supervisory Committee in order to bring the Articles in line with the Company Law.

The existing Articles 119 and 120 will be amended as follows:

Article 119 “The supervisory committee shall be composed of 3 supervisors. The term of office of supervisors shall be three (3) years renewable upon re-election and re-appointment.

The supervisory committee shall have one chairman who is subject to election or removal with the consent of over two-thirds of the members of the supervisory committee. The term of office of the chairman shall be three (3) years renewable upon re-election and re-appointment.

(Article 104 of the Essential Clauses)”

Article 120 “The supervisory committee shall comprise of 2 representatives of shareholders who shall be elected or removed by the shareholders in general meeting and 1 representative of staff and workers of the Company who shall be elected or removed democratically by the staff and workers

(Article 105 of the Essential Clauses)”

The purpose of the proposed amendments to the Articles is to bring the Articles in line with the Company Law.

The English version of the proposed amendment to the Articles is an unofficial translation of its Chinese version prepared for reference only. In case of any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

The proposed amendments to the Articles are subject to the Shareholders’ approval by way of a special resolution at the forthcoming EGM and completion of the registration procedures with Shenyang Administration for Industry and Commerce as well as Market Supervision Administration of Shenzhen Municipality and relevant governmental authorities in the PRC. Prior to the proposed amendments to the Articles becoming effective, the existing Articles will continue to be in force.

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As at the date of this announcement, the amendments to the Articles approved by the Shareholders in the AGM and 2013 EGM have not been effective. The registration procedures with relevant governmental authorities in the PRC are currently in progress.

A circular containing, among other things, further information on the proposed amendments to the Articles will be despatched to the Shareholders as soon as practicable.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following respective meanings.

“2013 EGM”	the extraordinary general meeting of the Shareholders held
	on 9 October 2013
“AGM”	an annual general meeting of the Company held on 21 June
	2013
“Articles”	the articles of association of the Company
“Board”	the board of Directors
“Company”	Shenyang Public Utility Holdings Company Limited
“Company Law”	Company Law of the People’s Republic of China
“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
“EGM”	an extraordinary general meeting of the Shareholders
	proposed to be held in February 2014 to consider, and if
	appropriate, approve the proposed amendments to the
	Articles and other matters
“Group”	the Company and its subsidiaries

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“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “H-Share(s)”

• Overseas listed foreign ordinary share(s) in the 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”

• H-Share(s) and Domestic Share(s)

• “Shareholders”

holders of the Domestic Shares and H-Shares

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

By Order of the Board

Shenyang Public Utility Holdings Company Limited Ma Zhong Hong Chairman

Shenyang, the PRC, 18 December 2013

As at the date of this announcement, the executive directors of the Company are Mr. Ma Zhong Hong and Mr. Deng Xiao Gang, the non-executive directors are Mr. Huang Zhen Kun and Ms. Zhang Lei Lei and the independent non-executive directors are Mr. Wong Kai Tat, Mr. Wei Jie Sheng and Mr. Yu Guan Jian.

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