CMON Limited — Governance Information 2013

Aug 20, 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 amendment of Articles approved by the Shareholders on 21 June 2013, the Company proposed to make additional amendments to the Articles relating to the voting requirements on the listing and trading of non-listed on the overseas stock exchanges and the conversion of non-listed shares into overseas listed foreign invested shares. The proposed amendments to the Articles are subject to the Shareholders’ approval by way of a special resolution at the EGM and Class Meetings 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.

– 1 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Further to the amendment of Articles approved by the Shareholders on 21 June 2013, the Company proposed to make further amendments to the Articles relating to the voting requirements on the listing and trading of non-listed on the overseas stock exchanges and the conversion of non-listed shares into overseas listed foreign invested shares. Details of the proposed amendments to the Articles are represented by the marked-up parts as follows:

1. Article 6 “This Articles of Association is formulated by the Company in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Special Provisions of the State Council Concerning the Company Limited by Shares Issuing Shares and Seeking a Listing Outside the PRC (hereinafter referred to as the “Special Provisional”), the Essential Clauses for the Articles of Association of Companies Seeking a Listing Outside the PRC (hereinafter referred to as the “Essential Clauses”) and other relevant State laws and administrative regulations ~~, a general meeting of shareholders was held on November 20, 2012, to modify the Articles of Association (original Articles of Association) which were approved by the Company’s inaugural meeting on July 1, 1999 and revised on February 12, 2009, and to formulate this Articles of Association~~ .”

2. (2) Article 18 “Shares issued by the Company to investors inside the People’s Republic of China and to be subscribed for in Renminbi shall be referred to as “Domestic-Invested Shares”. Shares issued by the Company to investors outside the People’s Republic of China and to be subscribed for in foreign currency shall be referred to as “Foreign-Invested Shares”. Foreign Invested Shares listed overseas shall be referred to as “Overseas-Listed Foreign-Invested Shares”. Both the shareholders of the Domestic-Invested Shares and the shareholders of the Overseas-Listed -

3. Foreign Invested Shares are the shareholders of the ordinary shares, and shall enjoy the same rights and obligations.

The foreign currencies referred to in the preceding paragraph mean the legal currencies (apart from Renminbi) of other countries or districts which are recognized by the foreign exchange control authority of the State and can be used to pay the Company for the share price.

Ordinary shares issued by the Company but not listed in the stock exchanges in or outside the People’s Republic of China referred to as non-listed shares. Subject to the approval from the securities regulatory authorities of the State Council, the non-listed shares can be listed and traded on the overseas stock exchanges and converted to Overseas-Listed Foreign-Invested Shares. The listing and trading of non-listed shares and the conversion of the non-listed shares into Overseas-Listed Foreign-Invested Shares on the overseas stock exchanges shall also comply with the requirements of the Company Law and the Securities Law of the People’s Republic of China and the relevant domestic legal requirements as well as the regulatory procedures, regulations and requirements prescribed by the relevant overseas stock exchanges.

– 2 –

No general meeting or class shareholders’ meeting is required to be held for voting on the listing and trading of non-listed shares on the overseas stock exchanges and the conversion of non-listed shares into Overseas Listed Foreign Invested Shares. The Overseas-Listed Foreign-Invested Shares to be converted from the non-listed shares shall be as the same class of the existing Overseas-Listed Foreign- Invested Shares.

(Article 14 of the Essential Clauses)”

• (3) Article 92 “Rights conferred on any class of shareholders in the capacity of shareholders (“class rights”) may not be varied or abrogated unless approved by a special resolution of shareholders in general meeting and by holders of shares of that class at a separate meeting conducted in accordance with Articles 91 and 95 to 97, except for the case of the conversion of non-listed shares into Overseas Listed Foreign-Invested Shares set out in Clause 3 and 4 of Article 18 herein.

(Article 79 of the Essential Clauses)”

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 two 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 EGM and Class Meetings and completion of the registration procedures with Shenyang Administration for Industry and Commerce 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.

As at the date of this announcement, the amendments of Articles being approved by the Shareholders at the AGM have not been effective. The registration procedures with relevant governmental authorities in the PRC are currently in progress. Since additional amendments shall be made on Article 18 of the Articles, the previous version of Article 18 of the Articles being approved by the Shareholders at the AGM shall be abrogated and replaced by the proposed version under this announcement.

Apart from previous version of Article 18 of the Articles, other amendments on the Articles being approved by the Shareholders at the AGM shall become effective upon the registration procedures with relevant governmental authorities in the PRC has been completed.

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.

– 3 –

DEFINITIONS

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

“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
“Class Meetings”	the Domestic Shareholders Class Meeting and the
	H Shareholders Class Meeting
“Company”	Shenyang Public Utility Holdings Company Limited
“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
“Domestic Shareholders”	holders of the Domestic Share(s)
“Domestic Shareholders	the class meeting of the Domestic Shareholders proposed to
Class Meeting”	be held at 2:00 p.m. on Wednesday, 9 October 2013 for the
	Domestic Shareholders to consider, and if appropriate,
	approve the proposed amendments to the Articles
“EGM”	an extraordinary general meeting of the Shareholders
	proposed to be held on the same date as the Class Meetings
	at 3:00 p.m.. (or the time immediately after the conclusion
	of the H Shareholders Class Meeting) for the Shareholders
	to consider, and if appropriate, approve the proposed
	amendments to the Article
“Group”	the Company and its subsidiaries

– 4 –

“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.

• “H Shareholders” holders of the H-Share(s) “H Shareholders Class the class meeting of the H Shareholders proposed to be held Meeting” on the same date as the Domestic Shareholders Class meeting at 2:30p.m (or the time immediately after the conclusion of the Domestic Shareholders Class Meeting) for the H Shareholders to consider, and if appropriate, approve the proposed amendments to the Article

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “PRC” the People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “Share(s)” 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, 20 August 2013

As at the date of this announcement, the executive directors of the Company are Mr. Ma Zhong Hong, Mr. Deng Xiao Gang and Mr. Chau Ngai Ming, 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.

– 5 –