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CMON Limited M&A Activity 2011

May 31, 2011

50172_rns_2011-05-31_2c667722-ec05-4bac-a548-4111a2e2f955.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 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)

MAJOR ACQUISITION — SUPPLEMENTAL AGREEMENT

Financial Adviser to the Company

Karl Thomson Financial Advisory Limited

Reference is made to the announcement of Shenyang Public Utility Holdings Company Limited (the “ Company ”) dated 11 May 2011 in relation to the acquisition of the entire issued share capital of Zhongfang Chaozhou Investment Development Company Limited[*] (“the Announcement ”). Terms used herein shall have the same meanings as those defined in the Announcement unless the context requires otherwise.

On 11 May 2011, the Company entered into the Acquisition Agreement with the Vendors, whereby the Vendors have conditionally agreed to sell and the Company has conditionally agreed to purchase the Sale Shares for a consideration of RMB310 million.

On 31 May 2011, the Company and the Vendors have entered into a supplemental agreement (the “ Supplemental Agreement ”) to amend and supplement the Acquisition Agreement in relation to the settlement schedule of the Consideration and the Vendors’ Guarantees.

CONSIDERATION

Apart from the settlement of the Consideration as agreed between the parties in the Acquisition Agreement, the Company shall pay a partial Consideration of no less than RMB30 million and no more than RMB40 million to the Vendors in three months upon entering of the Supplemental Agreement. Save for the additional arrangement on the settlement schedule of the Consideration, other terms in relation to the Consideration of the Acquisition remain unchanged.

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VENDORS’ GUARANTEES

Pursuant to the Supplemental Agreement, the Vendors shall bear all the costs or loss, if any, arising from the delay in obtaining the construction approval, planning license and construction license for the Project.

Save for the terms varied and supplemented by the Supplemental Agreement, all other terms and conditions of the Acquisition Agreement shall remain in full force and effect in all respects.

By Order of the Board Shenyang Public Utility Holdings Company Limited An Mu Zong Chairman

  • For reference only

Shenyang, PRC 31 May 2011

As at the date of this announcement, the executive directors of the Company are Mr. An Mu Zong, Mr. Wang Zai Xing, Mr. Alex Chow Ka Wo and Mr. Wang Hui, the non-executive directors are Mr. Lin Dong Hui and Mr. Bao Yi Qiang and the independent non-executive directors are Mr. Cai Lian Jun, Mr. Wong Kai Tat and Mr. Chan Ming Sun Jonathan.

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