CMON Limited — M&A Activity 2012

Oct 17, 2012

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)

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

The Board wishes to announce that Messis Capital Limited has been appointed as the independent financial adviser to advise the Independent Board Committee in respect of the Offer pursuant to Rule 2.1 of the Takeovers Code.

Reference is made to the joint announcement issued by Shenyang Public Utility Holdings Company Limited (the “ Company ”) and Sky Earth Limited (“ Sky Earth ” or the “ Offeror ”) dated 28 September 2012 (the “ Joint Announcement ”) in relation to the possible mandatory unconditional cash offer by Kingston Securities Limited on behalf of Sky Earth to acquire all the issued H shares in the Company (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it) pursuant to Rule 26.1 of the Takeovers Code. Capitalized terms used in this announcement shall have the same meanings as those defined in the Joint Announcement.

In accordance with Rule 2.1 of the Takeovers Code, the Independent Board Committee comprising Mr. Bao Yi Qiang and Ms. Zhang Lei Lei, being all the non-executive Directors, and Mr. Cai Lian Jun, Mr. Wong Kai Tat, Mr. Chan Ming Sun Jonathan and Mr. Wei Jie Sheng, being all the independent non-executive Directors has been established to recommend the independent Shareholders in respect of the Offer.

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The Board wishes to announce that Messis Capital Limited (“ Messis Capital ”) has been appointed as the independent financial adviser to advise the Independent Board Committee on the fairness and reasonableness of the terms and as to the acceptance of the Offer and such appointment has been approved by the Independent Board Committee pursuant to Rule 2.1 of the Takeovers Code. Messis Capital is a corporation licensed to conduct Type 6 regulated activity (advising on corporate finance) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The letter of advice from Messis Capital and the recommendation of the Independent Board Committee in respect of the Offer will be included in the composite offer document to be issued jointly by the Company and Sky Earth within 7 days of Completion or by 28 March 2013, whichever is the earlier.

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

Shenyang, PRC, 17 October 2012

As at the date of this announcement, the directors of the Company are as follows:

Executive directors:

Mr. An Mu Zong, Mr. Wang Zai Xing, Mr. Chow Ka Wo Alex and Mr. Wang Hui

Non-executive directors:

Mr. Bao Yi Qiang and Ms. Zhang Lei Lei

Independent non-executive directors:

Mr. Cai Lian Jun, Mr. Wong Kai Tat, Mr. Chan Ming Sun Jonathan and Mr. Wei Jie Sheng

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

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