CMON Limited — M&A Activity 2013

Jan 11, 2013

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 disclaims 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.

SKY EARTH LIMITED

(a company incorporated in the BVI with limited liability)

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) (Stock Code: 747)

JOINT ANNOUNCEMENT

CLOSING OF THE MANDATORY UNCONDITIONAL CASH OFFER BY

ON BEHALF OF SKY EARTH LIMITED TO ACQUIRE ALL THE ISSUED H SHARES (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY SKY EARTH LIMITED AND PARTIES ACTING IN CONCERT WITH IT) IN SHENYANG PUBLIC UTILITY HOLDINGS COMPANY LIMITED

Financial adviser to the Offeror Financial adviser to the Company

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KINGSTON CORPORATE FINANCE LTD Karl Thomson Financial Advisory Limited

CLOSING OF THE OFFER AND LEVEL OF ACCEPTANCE

The Offeror and the Company jointly announce that the Offer closed on Friday, 11 January 2013. The Offer has not been revised or extended.

As at 4:00 p.m. on Friday, 11 January 2013, being the latest time and date for acceptance of the Offer as set out in the Composite Document, the Offeror received valid acceptances in respect of a total of 138,000 H Shares under the Offer, representing approximately 0.01% of the entire issue share capital of the Company as at the date of this joint announcement.

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SHAREHOLDINGS AND PUBLIC FLOAT

Immediately upon Completion, the Offeror and parties acting in concert with it were interested in an aggregate of 601,282,000 Shares, comprising 600,000,000 Domestic Shares and 1,282,000 H Shares, representing an aggregate of approximately 58.93% of the entire issued share capital of the Company as at the date of Completion. Upon closing of the Offer, taking into account the 138,000 H Shares transferred to the Offeror under the Offer, the Offeror and parties acting in concert with it are interested in an aggregate of 601,420,000 Shares, comprising 600,000,000 Domestic Shares and 1,420,000 H Shares, representing an aggregate of approximately 58.94% of the entire issued share capital of the Company as at the date of this joint announcement.

Upon the closing of the Offer, 418,980,000 H Shares, representing approximately 41.06% of the entire issued share capital of the Company, is held by the public who are independent of the Directors, chief executive or substantial shareholders (as defined under the Listing Rules) of the Company, its subsidiaries or any of their respective associates (as defined under the Listing Rules). Accordingly, the Company has continued to comply with the minimum public float requirement under Rule 8.08 of the Listing Rules.

Reference is made to (i) the joint announcements made by Shenyang Public Utility Holdings Company Limited (the “ Company ”) and Sky Earth Limited (the “ Offeror ”) dated 28 September 2012, 6 December 2012, 14 December 2012 and 21 December 2012; and (ii) the composite offer and response document (the “ Composite Document ”) jointly issued by the Company and Offeror dated 21 December 2012. Unless otherwise defined, capitalised terms used in this joint announcement shall have the same meanings as those used in the Composite Document.

CLOSING OF THE OFFER AND LEVEL OF ACCEPTANCE

The Offeror and the Company jointly announce that the Offer closed on Friday, 11 January 2013. The Offer has not been revised or extended.

As at 4:00 p.m. on Friday, 11 January 2013, being the latest time and date for acceptance of the Offer as set out in the Composite Document, the Offeror received valid acceptances in respect of a total of 138,000 H Shares under the Offer, representing approximately 0.01% of the entire issue share capital of the Company as at the date of this joint announcement.

SHAREHOLDINGS AND PUBLIC FLOAT

Immediately before the commencement of the Offer Period, the Offeror and parties acting in concert with it held, controlled, directed or had rights over 1,282,000 H Shares, representing approximately 0.13% of the entire issued share capital of the Company as at 28 September 2012, being the date of the Announcement. Immediately upon Completion, the Offeror and parties acting in concert with it were interested in an aggregate of 601,282,000 Shares, comprising 600,000,000 Domestic Shares and 1,282,000 H Shares, representing an aggregate of approximately 58.93% of the entire issued share capital of the Company as at the date of Completion. Upon closing of the Offer, taking into account the 138,000 H Shares transferred to the Offeror under the Offer, the Offeror and parties acting in concert with it are interested in an aggregate of 601,420,000 Shares, comprising 600,000,000 Domestic Shares and 1,420,000 H Shares, representing an aggregate of approximately 58.94% of the entire issued share capital of the Company as at the date of this joint announcement.

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Save for the Sale Shares acquired pursuant to the Sale and Purchase Agreement and the Offer, the Offeror and parties acting in concert with it had not acquired or agreed to acquire any Shares and rights over Shares or securities of the Company during the Offer Period. None of the Offeror nor any party acting in concert with it has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period.

The following table sets out the shareholding structure of the Company immediately before the commencement of the Offer Period, immediately after completion of the Sale and Purchase Agreement and immediately after the closing of the Offer:

	Immediately before	Immediately before	Immediately before		Immediately after	Immediately after
	the commencement		of		completion of the Sale and			Immediately after
	the Offer Period				Purchase Agreement			the closing of the Offer
		Approximate				Approximate			Approximate
	Number of	% of	issued		Number of	% of issued		Number of	% of issued
Shareholders	Shares		Shares		Shares	Shares		Shares	Shares
Offeror and parties
acting in concert
with it
– Domestic Shares	–			0.00	600,000,000	58.80		600,000,000	58.80
					(representing all			(representing all
					issued Domestic			issued Domestic
					Shares in the			Shares in the
					share capital of			share capital of
					the Company)			the Company)
– H Shares (Note 1)	1,282,000			0.13	1,282,000		0.13	1,420,000	0.14
Sub-total	1,282,000			0.13	601,282,000	58.93		601,420,000	58.94
Beijing Mingde
(Note 2)
– Domestic Shares	600,000,000		58.80		–		0.00	–	0.00
	(representing all
	issued Domestic
	Shares in the
	share capital of
	the Company)
Public
–H Shares	419,118,000		41.07		419,118,000	41.07		418,980,000	41.06
Total	1,020,400,000		100.00		1,020,400,000	100.00		1,020,400,000	100.00

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Notes:

1. The 1,282,000 H Shares are held by Mrs. Chim, who is presumed to be acting in concert with the Offeror in accordance with class 2 of the definition of “acting in concert” in the Takeovers Code. Under the SFO, Mr. Chim Kim Lun Ricky is deemed to be interested in the same number of Shares in which Mrs. Chim is interested.

2. Immediately before the commencement of the Offer Period, the 600,000,000 Domestic Shares were held by Beijing Mingde. On 21 September 2012, the Board was informed by Beijing Mingde that it had entered into the Sale and Purchase Agreement pursuant to which Beijing Mingde conditionally sold to Shenzhen Jinma Asset Management Company Limited* (深圳市金馬資產管理有限公司), being the Controlling Shareholder, the Sale Shares. Completion took place on 14 December 2012.

Upon the closing of the Offer and as at the date of this joint announcement, 418,980,000 H Shares, representing approximately 41.06% of the entire issued share capital of the Company, are held by the public. Accordingly, the Company has continued to comply with the minimum public float requirement under Rule 8.08 of the Listing Rules.

By order of the sole director of By order of the Board of Sky Earth Limited Shenyang Public Utility Chim Kim Lun Ricky Holdings Company Limited Director An Mu Zong Chairman

Hong Kong, 11 January 2013

As at the date of this joint announcement, the sole director of the Offeror is Mr. Chim Kim Lun Ricky.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Group) and confirms, having made all reasonable enquiries, that to the best of his 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. Bao Yi Qiang and Mrs. Zhang Lei Lei, and the independent non-executive Directors are Mr. Cai Lian Jun, Mr. Wong Kai Tat, Mr. Chan Ming Sun Jonathan and Mr. Wei Jie Sheng.

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 Offer and the Offeror) 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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