CMON Limited — M&A Activity 2009

Sep 8, 2009

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 liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.

This joint announcement does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

AMAZING WEALTH DEVELOPMENT LIMITED

(a company incorporated in the BVI 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 incorporated in the PRC) (Stock Code: 747)

JOINT ANNOUNCEMENT MANDATORY UNCONDITIONAL 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 the Offeror

MANDATORY UNCONDITIONAL CASH OFFER

As disclosed in the announcement of the Company dated 24 March 2009, 600,000,000 Domestic Shares (representing approximately 58.8% equity interest of the issued share capital of the Company as at the date of this joint announcement) held by Shenyang Public Utility Group were put under an auction pursuant to the Court’s order on 13 February 2009. According to the Judgment delivered on 24 February 2009, the Court ruled that the bidding of the Controlling Shareholder for the Domestic Shares at the auction held on 13 February 2009 was legal and effective, and accordingly the Domestic Shares belong to the Controlling Shareholder subject to certain registration procedures at relevant authorities in the PRC. The auction price for the 600,000,000 Domestic Shares was fully paid for on 20 February 2009. The Transfer was registered with Shenyang Administration of Industry and Commerce (瀋陽市工商登記行政管理局) on 20 March 2009.

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Upon the Transfer taking effect, the Controlling Shareholder became interested in an aggregate of 600,000,000 Domestic Shares, representing approximately 58.8% of the issued share capital of the Company as at the date of this joint announcement. In compliance with Rule 26.1 of the Takeovers Code, the Controlling Shareholder and parties acting in concert with it, as a result of the Transfer, are required to make a mandatory unconditional general offer for all the outstanding Shares other than those already owned or agreed to be acquired by the Controlling Shareholder and parties acting in concert with it. As at the date of this joint announcement, the outstanding Shares other than those already owned or agreed to be acquired by the Controlling Shareholder amounted the entire 420,400,000 H Shares, representing approximately 41.2% of the issued share capital of the Company. Since the Controlling Shareholder, a company established in the PRC, is restricted from holding overseas listed foreign invested shares under the relevant rules and regulations in the PRC, the Controlling Shareholder and the Offeror formed a consortium for the purpose of the Offer. The Offeror became a party acting in concert with the Controlling Shareholder and will make the Offer, whereby the H Shares acquired pursuant to the Offer will be owned by the Offeror subject to a put option, as detailed in this joint announcement, under the Put Option Deed. Kingston Securities Limited will make the Offer on behalf of the Offeror for all the H Shares not already owned or agreed to be acquired by the Offeror and parties acting in concert with it at the Offer Price, in accordance with Rule 26.1 of the Takeovers Code. Kingston Corporate Finance Limited, the financial adviser to the Offeror, is satisfied that sufficient financial resources are available to the Offeror to meet acceptances in full of the Offer.

Based on the issued share capital of the Company as at the date of this joint announcement, there are 420,400,000 H Shares subject to the Offer. The Offer is valued at approximately HK$81,515,560 based on the Offer Price.

On 7 August 2009, the Controlling Shareholder entered into a Put Option Deed with the Offeror pursuant to which the Controlling Shareholder agreed to grant to the Offeror an option to require the Controlling Shareholder or any person nominated by it to purchase from the Offeror all (but not part) of the H Shares acquired by the Offeror under the Offer at the aggregated amount of all the cash payments made by the Offeror for the H Shares under the Offer. No consideration is involved under the Put Option Deed.

To the extent permitted by all applicable laws, all the H Shares to be acquired by the Offeror under the Offer would be transferred to the Controlling Shareholder upon exercise of the option by the Offeror under the Put Option Deed. On the other hand, upon the exercise of the option by the Offeror under the Put Option Deed, should the Controlling Shareholder be restricted, under applicable laws, from holding offshore assets or investments, the Controlling Shareholder may nominate a person, who is permitted to hold the H Shares under the applicable laws, to hold the H Shares to be acquired by the Offeror under the Offer.

The option granted under the Put Option Deed is exercisable at any time after the Commencement Date, and will lapse on the earlier of (i) the date immediately preceding the date on which the H Shares resume trading on the Stock Exchange; and (ii) the date falling 6 months of the Commencement Date. The option granted under the Put Option Deed may be exercised by the Offeror by serving on the Controlling Shareholder a written notice specifying the date on which the exercise of the put option shall be completed.

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Pursuant to the Put Option Deed, the Controlling Shareholder, as the sole legal and beneficial owner, agrees to charge to the Offeror, to the extent permitted by all applicable laws, all its present and future right, title, benefit and interest in and to all the Domestic Shares held by the Controlling Shareholder as a continuing security for the due and punctual discharge of all obligations and liabilities of the Controlling Shareholder under the Put Option Deed.

GENERAL

A composite offer and response document setting out details of the Offer (and attaching thereto the relevant acceptance and transfer forms) and incorporating the letters of advice from the Independent Board Committee and the independent financial adviser on the Offer will be sent by the Offeror and the Company jointly to the Shareholders in accordance with the Takeovers Code.

Trading in the H Shares has been suspended since 9:30 a.m. on 15 December 2004. On 22 June 2009, the Stock Exchange informed the Company that the Listing Appeals Committee approved the resumption of trading in the H Shares subject to certain conditions set out in the announcement of the Company dated 26 June 2009. These conditions include the making of a general offer under the Takeovers Code as a result of the Transfer. Terms of the Offer are detailed in this joint announcement.

The resumption of trading in the H Shares is subject to the satisfaction of all conditions set out in the announcement of the Company dated 26 June 2009. As at the date of this joint announcement, certain conditions set out in the announcement of the Company dated 26 June 2009 have not been satisfied. Investors are reminded that trading of the H Shares may or may not be resumed after closing of the Offer and are advised to exercise caution when considering whether the Offer should be accepted.

MANDATORY UNCONDITIONAL CASH OFFER

As disclosed in the announcement of the Company dated 24 March 2009, 600,000,000 Domestic Shares (representing approximately 58.8% equity interest of the issued share capital of the Company as at the date of this joint announcement) held by Shenyang Public Utility Group were put under an auction pursuant to the Court’s order on 13 February 2009. According to the Judgment delivered on 24 February 2009, the Court ruled that the bidding of the Controlling Shareholder for the Domestic Shares at the auction held on 13 February 2009 was legal and effective, and accordingly the Domestic Shares belong to the Controlling Shareholder subject to certain registration procedures at relevant authorities in the PRC. The auction price for the 600,000,000 Domestic Shares was fully paid for on 20 February 2009. The Transfer was registered with Shenyang Administration of Industry and Commerce (瀋陽 市工商登記行政管理局) on 20 March 2009.

Upon the Transfer taking effect, the Controlling Shareholder became interested in an aggregate of 600,000,000 Domestic Shares, representing approximately 58.8% of the issued share capital of the Company as at the date of this joint announcement. As at the date of this joint announcement, the outstanding Shares other than those already owned or agreed to be acquired by the Controlling Shareholder are the entire 420,400,000 H Shares, representing approximately 41.2% of the issued share capital of the Company.

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In accordance with Rule 26.1 of the Takeovers Code, the Controlling Shareholder and parties acting in concert with it, as a result of the Transfer, are required to make a mandatory unconditional general offer for all the outstanding Shares other than those already owned or agreed to be acquired by the Controlling Shareholder and parties acting in concert with it. Since the Controlling Shareholder, a company established in the PRC, is restricted from holding overseas listed foreign invested shares under the relevant rules and regulations in the PRC, the Controlling Shareholder and the Offeror formed a consortium for the purpose of the Offer. The Offeror became a party acting in concert with the Controlling Shareholder and will make the Offer, whereby the H Shares acquired pursuant to the Offer will be owned by the Offeror subject to a put option under the Put Option Deed.

Kingston Securities Limited will make the Offer on behalf of the Offeror for all the H Shares.

Principal terms of the Offer

For each H Share. . . . . . . . . . . . . . . . . . . . . . . . HK$0.1939 (equivalent to RMB0.171) in cash

The Offer Price is equivalent to RMB0.171, being the price per Domestic Share at which the Domestic Shares were transferred to the Controlling Shareholder under the Transfer, and converted into Hong Kong dollars based on the exchange rate of RMB0.8818 to HK$1 prevailing on 24 February 2009, being the delivery date of the Judgment (represent the daily average exchange rate from RMB to HK$ as quoted from Bloomberg).

The H Shares to be acquired under the Offer shall be fully paid and free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights attaching to them as at the date hereof, including the right to receive in full all dividends and other distributions, if any, declared, made or paid on or after the date hereof.

The Company does not have any outstanding warrants or options or derivatives to acquire Shares or other securities which are convertible into H Shares.

Neither the Offeror nor any party acting in concert with it has received any irrevocable commitment to accept the Offer.

The Offeror did not enter into any agreement or arrangement which is related to the circumstances in which it may or may not invoke or seek to invoke a pre-condition or a condition to the Offer and the consequences of which would give rise to any break fees payable.

On 7 August 2009, the Controlling Shareholder entered into the Put Option Deed with the Offeror pursuant to which the Controlling Shareholder agreed to grant to the Offeror an option to require the Controlling Shareholder or any person nominated by it to purchase from the Offeror all (but not part) of the H Shares acquired by the Offeror under the Offer at the aggregated amount of all the cash payments made by the Offeror for the H Shares under the Offer. No consideration is involved under the Put Option Deed.

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To the extent permitted by all applicable laws, all the H Shares to be acquired by the Offeror under the Offer would be transferred to the Controlling Shareholder upon exercise of the option by the Offeror under the Put Option Deed. On the other hand, upon the exercise of the option by the Offeror under the Put Option Deed, should the Controlling Shareholder be restricted, under applicable laws, from holding offshore assets or investments, the Controlling Shareholder may nominate a person, who is permitted to hold the H Shares under the applicable laws, to hold the H Shares to be acquired by the Offeror under the Offer.

The option granted under the Put Option Deed is exercisable at any time after the Commencement Date, and will lapse on the earlier of (i) the date immediately preceding the date on which the H Shares resume trading on the Stock Exchange; and (ii) the date falling 6 months of the Commencement Date. The option granted under the Put Option Deed may be exercised by the Offeror by serving on the Controlling Shareholder a written notice specifying the date on which the exercise of the put option shall be completed.

Pursuant to the Put Option Deed, the Controlling Shareholder, as the sole legal and beneficial owner, agrees to charge to the Offeror, to the extent permitted by all applicable laws, all its present and future right, title, benefit and interest in and to all the Domestic Shares held by the Controlling Shareholder as a continuing security for the due and punctual discharge of all obligations and liabilities of the Controlling Shareholder under the Put Option Deed.

Except for the disclosure above, as at the date of this joint announcement, there is no arrangement (whether by way of option, indemnity or otherwise) of the kind referred to in Note 8 to Rule 22 of the Takeovers Code in relation to the securities of the Offeror or the Company. In addition, the Offeror and parties acting in concert with it have not dealt in the Shares or any other securities of the Company during the period commencing from the date falling six months before the Last Trading Date and up to the date of this joint announcement. The Offeror or any person acting in concert with it has not borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company.

Comparison of value

The offer price of HK$0.1939 per H Share represents:

• (i) a discount of approximately 67.68% to the closing price of HK$0.60 per H Share quoted on the Stock Exchange on the Last Trading Date;

• (ii) a discount of approximately 68.21% over the average closing price of HK$0.61 per H Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Date;

• (iii) a discount of approximately 68.73% over the average closing price of HK$0.62 per H Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including the Last Trading Date; and

• (iv) a discount of approximately 60.43% to the audited consolidated net asset value of approximately RMB0.43 per Share (representing approximately HK$0.49 per Share) as at 31 December 2008 (being the latest published audited net asset value of the Company prior to the date of this joint announcement).

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Highest and lowest prices

The highest and lowest closing prices of the H Shares quoted on the Stock Exchange during the six-month period preceding the Last Trading Date were HK$0.78 per H Share on 8 July 2004 and HK$0.55 per H Share on 30 August 2004, respectively.

Total consideration

There are 420,400,000 H Shares subject to the Offer. The Offer is valued at approximately HK$81,515,560 based on the Offer Price.

Based on a loan facility of up to HK$72,900,000 granted to the Offeror by Kingston Securities Limited, together with an amount of HK$10,000,000 deposited by the Offeror to Kingston Securities Limited to finance the payment obligation of the Offeror under the Offer, Kingston Corporate Finance Limited is satisfied that sufficient financial resources are available to the Offeror to meet acceptances in full of the Offer.

Stamp duty

Seller’s ad valorem stamp duty at a rate of 0.1% of the market value of the H Shares or consideration payable by the Offeror in respect of the relevant acceptances of the Offer, whichever is higher, will be deducted from the amount payable to the relevant Shareholders on acceptance of the Offer. The Offeror will arrange for payment of the seller’s ad valorem stamp duty on behalf of accepting Shareholders in connection with the acceptances of the Offer and the transfers of the H Shares.

Payment

Payment in cash in respect of acceptances of the Offer, net of seller’s ad valorem stamp duty, will be made as soon as possible but in any event within 10 days from the date of receipt of duly completed acceptances.

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SHAREHOLDING STRUCTURE OF THE COMPANY

The issued share capital of the Company as at the date of this joint announcement comprises:

	Number of shares
	held as at
	the date of	Approximate
	this joint	percentage of
	announcement	shareholding (%)
Domestic Shares
Controlling Shareholder	600,000,000	58.8
	(representing all issued
	Domestic Shares in
	the share capital of
	the Company)
H Shares
Public	420,400,000	41.2
Offeror	0	0
Total	1,020,400,000	100.0

INFORMATION ON THE COMPANY

The Company was principally engaged in the development, sales and leasing of real estate, and the investment and management of education projects through its subsidiaries.

Based on the Company’s audited financial results as disclosed in the Company’s annual report for the year ended 31 December 2008, the Group recorded an audited profit attributable to equity holders of the Company of approximately RMB115.7 million and an audited loss attributable to equity holders of the Company of approximately RMB54.6 million for the financial years ended 31 December 2007 and 2008, respectively. The audited consolidated total equity attributable to equity holders of the Company were approximately RMB469.4 million and approximately RMB414.4 million as at 31 December 2007 and 31 December 2008, respectively.

INFORMATION ON THE OFFEROR

The Offeror is a company incorporated in the BVI with limited liability solely for the purpose of the Offer. It is an investment holding company with no substantive business operation. The directors of the Offeror are Mr. Chim Kim Lun Ricky and Mr. Chui Tak Keung Duncan.

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Mr. Chim Kim Lun Ricky, aged 40, holds a Bachelor degree in Arts from the University of British Columbia in Canada and has over 10 years of commercial and industrial experiences and of experience in investment. Mr. Chim is an executive director of each of Huscoke Resources Holdings Limited (stock code: 704), Bestway International Holdings Limited (stock code: 718) and Yueshou Environmental Holdings Limited (stock code: 1191), which are listed on the Main Board of the Stock Exchange. Mr. Chim is also the chairman and an executive director of Asia Resources Holdings Limited (stock code: 899), which is also listed on the Main Board of the Stock Exchange.

Mr. Chui Tak Keung Duncan, aged 40, is an experienced investor and business manager for direct investment and private equity ventures in Asia. He received a Bachelor of Science degree (Applied and Engineering Physics) and a Master of Engineering degree (Operations Research and Industrial Engineering) from Cornell University in 1991 and 1992, respectively. Mr. Chui has previously held positions at management consulting firms, Andersen Consulting and A.T. Kearney, as well as venture capital firm, Transpac Capital Group, which focused on private equity investments in Asia, where Mr. Chui specialised on the consumer products, hospitality industry, as well as telecommunications, media and technology sectors. Mr. Chui is the Chairman and an executive director of Sino Katalytics Investment Corporation (stock code: 2324) which is listed on the Main Board of the Stock Exchange.

INFORMATION ON THE CONTROLLING SHAREHOLDER

The Controlling Shareholder is a limited company established in the PRC and is principally engaged in investment consultancy services and technology promotion.

The Controlling Shareholder is held as to 90% by Beijing Mingyude and 10% by Mr. Li Peng. Beijing Mingyude is a company established in the PRC with limited liability, and is principally engaged in the sales of mechanical facilities, household electrical appliances, communication devices and electronic products, and provision of economic and trade consultancy services, technology promotion, import and export of goods, import and export agency and labour services.

Mr. Li Peng and Mr. Shen Yun Xie are the beneficial owners of Beijing Mingyude. The sole director of the Beijing Mingyude is Mr. Li Peng.

Mr. Li Peng, aged 34, is the chairman of the board of directors of the Controlling Shareholder, and the executive director and chairman of the board of directors of Beijing Mingyude. Mr. Li is not a director of any company which is listed on the Stock Exchange.

Mr. Shen Yun Xie, aged 39, is the supervisor of Beijing Mingyude. Mr. Shen is not a director of any company which is listed in the Stock Exchange.

INTENTION OF THE OFFEROR ON THE GROUP

It is the intention of the Offeror that the existing principal activities of the Group will remain unchanged immediately after the close of the Offer.

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The Offeror intends that the Company will continue with its existing principal activities and will maintain the listing status of the Company on the Stock Exchange after closing of the Offer. The Offeror has no intention to re-deploy employees or fixed assets of the Group within 6 months from the date of this joint announcement other than in its ordinary course of business and such transactions as contemplated under the conditions set out in the announcement of the Company dated 26 June 2009. The Offeror confirms that it does not intend to participate in the daily management of the Company. Except for the intention of the Offeror to hold the accepted H Shares, if any, for investment purpose, the Offeror will not take any roles in the Company.

Trading in the H Shares has remained suspended as at the date of this joint announcement. It is the intention of the Offeror to maintain the listing status of the Company on the Stock Exchange after closing of the Offer. Application will be made to the Stock Exchange to resume trading in the H Shares.

INTENTION OF THE CONTROLLING SHAREHOLDER ON THE GROUP

It is the intention of the Controlling Shareholder that the existing principal activities of the Group will remain unchanged immediately after the close of the Offer.

The Controlling Shareholder intends that the Company will continue with its existing principal activities and will maintain the listing status of the Company on the Stock Exchange after closing of the Offer.

Trading in the H Shares has remained suspended as at the date of this joint announcement. It is the intention of the Controlling Shareholder to maintain the listing status of the Company on the Stock Exchange after closing of the Offer. Application will be made to the Stock Exchange to resume trading in the H Shares.

BOARD COMPOSITION OF THE COMPANY

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.

It is intended that new Director(s) may be nominated with effect from the earliest time permitted for appointment of directors under the Takeovers Code. Details of the change of the Board composition and the biographies of the newly appointed Director(s) will be announced in due course.

MAINTAINING THE LISTING STATUS OF THE COMPANY

The Offeror intends to maintain the listing status of the H Shares on the Stock Exchange after the close of the Offer. The Company and the Offeror will undertake to the Stock Exchange to take appropriate steps as soon as possible following the close of the Offer to ensure that there will be at least the minimum prescribed percentage of Shares held by the public as required by the Listing Rules. As the Company and the Offeror are unable to ascertain at this stage the level of acceptances of the H Shares by the holders of H Shares under the Offer, the aforesaid

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parties have not decided the exact steps/actions that will be taken by them after the close of the Offer to restore the public float of the Shares, if required. Notwithstanding this, the Company and the Offeror consider that the appropriate actions to be taken shall include placing down of sufficient number of accepted H Shares by the Offeror for this purpose. The Company and the Offeror will issue a separate announcement as and when necessary regarding the decision of any such placing down, if the circumstances warrant.

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

An independent financial adviser will be appointed by the Company to act as the independent financial adviser to the Independent Board Committee, comprising Mr. Deng Yan Bin and Mr. Lin Dong Hui, both being the non-executive Directors, and Mr. Cai Lian Jun, Mr. Wong Kai Tat and Mr. Chan Ming Sun Jonathan all being the independent non-executive Directors, and advise the Independent Board Committee regarding the terms of the Offer. An announcement will be made by the Company upon the appointment of an independent financial adviser.

DEALING DISCLOSURE

In accordance with Rule 3.8 of the Takeovers Code, the Company and the Offeror hereby remind their respective associates and parties acting in concert with them to disclose their dealings in any securities of the Company. For this purpose, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

“Responsibility of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7-day period is less than HK$1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediates are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediates will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

GENERAL

Rule 8.2 of the Takeovers Code provides that an offer document should normally be posted by or on behalf of the Offeror within 21 days from the date of announcement of the Offer. Pursuant to Rule 8.4 of the Takeovers Code, the Company should send a response document in relation to the Offer to the Shareholders within 14 days from the posting of the offer document

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or such later date as the Executive may approve. It is the intention of the Offeror and the Company that a composite offer and response document setting out details of the Offer (and attaching thereto the relevant acceptance and transfer forms) and incorporating the respective letters of advice from the Independent Board Committee and the independent financial adviser on the Offer will be jointly dispatched by the Offeror and the Company to the Shareholders in accordance with the requirements of the Takeovers Code within 21 days of the date from this joint announcement.

Trading in the H Shares has been suspended since 9:30a.m. on 15 December 2004. On 22 June 2009, the Stock Exchange informed the Company that the Listing Appeals Committee approved the resumption of trading in the H Shares subject to certain conditions set out in the announcement of the Company dated 26 June 2009. These conditions include the making of a general offer under the Takeovers Code as a result of the Transfer. Terms of the Offer are detailed in this joint announcement.

The resumption of trading in the H Shares is subject to the satisfaction of all conditions set out in the announcement of the Company dated 26 June 2009. As at the date of this joint announcement, certain conditions set out in the announcement of the Company dated 26 June 2009 have not been satisfied. Investors are reminded that trading of the H Shares may or may not be resumed after closing of the Offer and are advised to exercise caution when considering whether the Offer should be accepted.

DEFINITIONS

In this joint announcement, the following expressions have the meanings set out below unless the context requires otherwise:

“acting in concert”	has the meaning ascribed thereto in the Takeovers Code
“associates”	has the meaning ascribed thereto in the Listing Rules
“Beida Hi-tech”	Beijing Beida Hi-tech Industry Investment Company
	Limited (北京北大高科技產業投資有限公司), a
	company established in the PRC with limited liability,
	which holds 50% equity interest in Shenyang Public
	Utility Group
“Beijing Mingyude”	Beijing Mingyude Business and Trade Company
	Limited (北京明裕德商貿有限公司), a company
	established in the PRC with limited liability,
	which holds 90% equity interest in the Controlling
	Shareholder, and the equity interest of which is held
	as to 60% and 40% by Mr. Li Peng and Mr. Shen Yun
	Xie, respectively
“Board”	the board of Directors

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• “Commencement Date”

• the date falling on the earlier of: (i) the date on which the deadline for fulfillment or, where permitted, waiver, of the conditions for the resumption of trading of the H Shares as imposed by the Stock Exchange has elapsed without fulfillment or, as the case may be, waiver of all such conditions; and (ii) 30 June 2010

• “Company”

• Shenyang Public Utility Holdings Company Limited (瀋陽公用發展股份有限公司), a joint stock limited company incorporated in the PRC and whose H Shares are listed on the main board of the Stock Exchange

• “Controlling Shareholder”

• Beijing Mingde Guangye Investment Consultant Company Limited (北京明德廣業投資咨詢有限公 司), a company established in the PRC with limited liability, the entire issued share capital of which is held as to 90% and 10% by Beijing Mingyude and Mr. Li Peng, respectively

• “Directors” directors of the Company

• “Domestic Share(s)”

• ordinary shares in the share capital of the Company, with a nominal value of RMB1.0 each, which are subscribed for in RMB by PRC nationals and/or PRC incorporated entities

• “Executive”

• the Executive Director of the Corporate Finance Division of the SFC or any of his delegates

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “H Share(s)”

• overseas listed foreign shares in the share capital of the Company, with a nominal value of RMB1.0 each, all of which are listed on main board of the Stock Exchange, and subscribed for and traded in Hong Kong dollars

• “Independent Board Committee” an independent committee of the Board constituted to advise the Shareholders on the terms of the Offer

• “Judgment” the judgment delivered by the Intermediate People’s Court of Beijing on 24 February 2009 with respect to the transfer of the Domestic Shares of the Company, [2007] Yi Zhong Zhi Zi No.1192–3, Civil Judgment (民 事裁定書(2007)一中執字第1192–3號)

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“Last Trading Date”

• “Listing Rules”

• “Offer”

• “Offer Price”

• “Offeror”

• “PRC”

• “Put Option Deed”

• “SFC”

• “Share(s)”

• “Shareholder(s)”

• “Shenyang Public Utility Group”

14 December 2004, being the last trading day of the H Shares on the Stock Exchange prior to the suspension of trading of the H Shares

the Rules Governing the Listing of Securities on the Stock Exchange

the mandatory unconditional cash offer to be made by Kingston Securities Limited on behalf of the Offeror for all the H Shares not already owned or agreed to be acquired by the Controlling Shareholder or parties acting in concert with them in accordance with the Takeovers Code

HK$0.1939 per H Share

Amazing Wealth Development Limited (奇源發展有限 公司), a company incorporated in the BVI with limited liability, the entire issued share capital of which is held as to 51% and 49% by Mr. Chim Kim Lun Ricky and Mr. Chui Tak Keung Duncan, respectively

• the People’s Republic of China, which for the purpose of this joint announcement excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

the put option deed entered into between the Controlling Shareholder and the Offeror dated 7 August 2009, pursuant to which the Controlling Shareholder agreed to grant to the Offeror an option to require the Controlling Shareholder or any person nominated by it to purchase from the Offeror all (but not part) of the H Shares acquired by the Offeror under the Offer at the aggregated amount of all the cash payments made by the Offeror for the H Shares under the Offer

• the Securities and Futures Commission of Hong Kong

• Domestic Shares and/or H Shares

• holder(s) of the Shares

• Shenyang Public Utility Group Company Limited (瀋陽 公用集團有限公司), a company established in the PRC with limited liability, the registered capital of which is owned as to 42.23% by Shenyang Urban Construction, 7.77% by Shenyang State-owned Assets and 50% by Beida Hi-tech

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“Shenyang State-owned Assets” Shenyang State-owned Assets Management Company Limited (瀋陽市國有資產經營有限公司), a statedowned enterprise established in the PRC with limited liability and under the administrative control of Shenyang Municipal Government

• “Shenyang Urban Construction” Shenyang Urban Infrastructure Facility Construction Investment Development Company Limited (瀋陽市 城市基礎設施建設投資發展有限公司), a state-owned enterprise established in the PRC with limited liability and under the administrative control of Shenyang Municipal Government

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code” Code on Takeovers and Mergers

• “Transfer” the transfer of 600,000,000 Domestic Shares from Shenyang Public Utility Group to the Controlling Shareholder under an auction ordered by the Intermediate People’s Court of Beijing, the PRC, on 13 February 2009, details of which was included in the announcement of the Company dated 24 March 2009

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “RMB” Renminbi, the lawful currency of the PRC “%” per cent.

For the purpose of this joint announcement, all amounts denominated in RMB have been translated (for information only) into HK$ using the exchange rate of RMB0.8818:HK$1. Such translation shall not be construed as a representation that amount of RMB was or may have been converted.

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, 8 September 2009

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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 those relating to the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement 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 the accuracy of the information contained in this joint announcement (other than those relating to the Offeror, the terms and conditions of the Offer and the Offeror’s intention regarding the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement 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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