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CMON Limited M&A Activity 2009

Nov 9, 2009

50172_rns_2009-11-09_8f011b39-52d9-48e0-9cce-af8ec6fd7ddf.pdf

M&A Activity

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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 joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.

AMAZING WEALTH DEVELOPMENT LIMITED

[(a company incorporated in the British Virgin Islands ] with limited liability)

瀋陽公用發展股份有限公司 Shenyang Public Utility Holdings Company Limited

(a joint stock limited company established in the People’s Republic of China) (Stock Code: 747)

JOINT ANNOUNCEMENT CLOSE OF THE UNCONDITIONAL MANDATORY CASH OFFER BY

ON BEHALF OF AMAZING WEALTH DEVELOPMENT LIMITED FOR ALL THE ISSUED H SHARES IN SHENYANG PUBLIC UTILITY HOLDINGS COMPANY LIMITED

Financial adviser to Amazing Wealth Development Limited

Independent financial adviser to the Independent Board Committee

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The Offer has been closed on Monday, 9 November 2009.

Up to 4:00 p.m. on Monday, 9 November 2009, being the latest time and date for acceptance of the Offer, valid acceptances have been received in respect of a total of 7,398,100 H Shares, representing approximately 0.73% of the total issued share capital and voting rights of the Company and approximately 1.76% of all the issued H Shares as at the date of this joint announcement.

Immediately following the close of the Offer, the Offeror and parties acting in concert with it have become interested in an aggregate of 7,398,100 H Shares and 600,000,000 Domestic Shares upon close of the Offer, representing approximately 1.76% of all the issued H Shares and 100.00% of all the issued Domestic Shares, respectively, and approximately 59.53% of the total issued share capital and voting rights of the Company as at the date of this joint announcement.

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Upon the close of the Offer and as at the date of this joint announcement, 413,001,900 H Shares are held by the public, representing approximately 40.47% of the issued share capital of the Company and approximately 98.24% of all the issued H Shares. Accordingly, the Company has satisfied the minimum prescribed percentage of Shares held by the public as required by the Listing Rules.

Reference is made to the announcement dated 8 September 2009 and the composite document dated 19 October 2009 (“ Composite Document ”) issued jointly by the Offeror and the Company in relation to the unconditional mandatory cash offer by Kingston Securities Limited on behalf of the Offeror for all the issued H Shares in the Company. Unless otherwise stated, terms used herein shall have the same meanings as those defined in the Composite Document.

CLOSE OF THE OFFER AND LEVEL OF ACCEPTANCES

The Offer has been closed on Monday, 9 November 2009.

Up to 4:00 p.m. on Monday, 9 November 2009, being the latest time and date for acceptance of the Offer, valid acceptances have been received in respect of a total of 7,398,100 H Shares, representing approximately 0.73% of the total issued share capital and voting rights of the Company and approximately 1.76% of all the issued H Shares as at the date of this joint announcement. All the acceptances of the Offer have been verified and confirmed valid as at the date of this joint announcement.

Save for the 600,000,000 Domestic Shares, representing approximately 58.80% of the issued share capital of the Company, held by the Controlling Shareholder, no other Shares, options, warrants or other securities convertible into Shares were held, controlled or directed by the Offeror or parties acting in concert with it before the commencement of the offer period (as defined under the Takeovers Code). Neither the Offeror nor any parties acting in concert with it has acquired or agreed to acquire any Shares during the Offer Period. As at the date of this joint announcement, none of the Offeror or parties acting in concert with it has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company.

Immediately following the close of the Offer, the Offeror and parties acting in concert with it have become interested in an aggregate of 7,398,100 H Shares and 600,000,000 Domestic Shares upon close of the Offer, representing approximately 1.76% of all the issued H Shares and 100.00% of all the issued Domestic Shares, respectively, and approximately 59.53% of the total issued share capital and voting rights of the Company as at the date of this joint announcement.

SETTLEMENT OF THE OFFER

The cheque for the amount due to each of the H Shareholders less seller’s ad valorem stamp duty in respect of the H Shares tendered by him under the Offer will be despatched by ordinary post at his own risk as soon as possible, but in any event within 10 days from the date of receipt of the duly completed and valid acceptance by the Registrar.

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PUBLIC FLOAT

Upon the close of the Offer and as at the date of this joint announcement, 413,001,900 Shares are held by the public, representing approximately 40.47% of the issued share capital of the Company and approximately 98.24% of all the issued H Shares. Accordingly, the Company has satisfied the minimum prescribed percentage of Shares held by the public as required by the Listing Rules.

By order of the board of By order of the Board of Amazing Wealth Development Limited Shenyang Public Utility Chui Tak Keung Duncan Holdings Company Limited Director An Mu Zong Chairman

Hong Kong, 9 November 2009

As at the date of this joint announcement, the directors of the Offeror are Mr. Chim Kim Lun Ricky and Mr. Chui Tak Keung Duncan.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information in relation to the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than information expressed by the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the executive Directors are Mr. An Mu Zong, Mr. Wang Zai Xing, Mr. Chow Ka Wo Alex and Mr. Wang Hui, the non-executive Directors are Mr. Deng Yan Bin and Mr. Lin Dong Hui, and the independent non-executive Directors are Mr. Cai Lian Jun, Mr. Wong Kai Tat and Mr. Chan Ming Sun Jonathan.

The Directors jointly and severally accept full responsibility for accuracy of the information contained in this joint announcement (other than the information in relation to the Offeror and the terns and conditions of the Offer) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than the information expressed by the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

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