CMON Limited - Proxy Solicitation & Information Statement 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shenyang Public Utility Holdings Company Limited (the “ Company ”), you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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 DISPOSAL AND PROPOSED AMENDMENTS TO THE ARTICLES

Financial Adviser to the Company

Karl Thomson Financial Advisory Limited

Notices convening the Domestic Shareholders Class Meeting, the H Shareholders Class Meeting and the EGM to be held at the Conference room, 3rd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC on Wednesday, 9 October 2013 at 2:00 p.m., 2:30 p.m. (or the time immediately after the conclusion of the Domestic Shareholders Class Meeting) and 3:00 p.m. (or the time immediately after the conclusion of the H Shareholders Class Meeting) respectively are set out in page EGM-1 to EGM-6 to this circular and their respective reply slips and proxy forms are also enclosed hereto. Whether or not you are able to attend the meetings, you are requested to complete the enclosed reply slip and form of proxy in accordance with the instructions printed thereon and return it to the Company’s office at 2nd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC (for Domestic Shareholders) or to the H share registrar of the Company in Hong Kong, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders), as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the meetings, or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the meetings or at any adjourned meeting should you so wish.

24 September 2013

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I – Financial Information of the Group . . . . . . . . . . . . . . .	I-1
Appendix II – Properties Valuation Report . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III – Proposed Amendments to the Articles . . . . . . . . . . . . .	III-1
Appendix IV – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
Notice of Domestic Shareholders Class Meeting . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1
Notice of H Shareholders Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-3
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-5

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following respective meanings:

“AGM” an annual general meeting of the Company held on 21 June 2013
“Articles” the articles of association of the Company
“Board” the board of Directors
“Class Meetings” the Domestic Shareholders Class Meeting and the H Shareholders Class Meeting
“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
“Completion” the completion of the Disposal
“connected person” has the meaning ascribed to it in the Listing Rules
“Consideration” consideration of the Disposal amounted to RMB280 million
“Disposal” the disposal of the Disposal Company by the Company to the Purchaser pursuant to the Disposal Agreement
“Disposal Agreement” the sale and purchase agreement dated 13 August 2013 entered into between the Company and the Purchaser in relation to the Disposal
“Disposal Company”
Guangzhou Zhongzhan Investment Holdings Company Limited* (廣州市中展投資控股有限公司), a company incorporated in the PRC with limited liability, which is a wholly-owned subsidiary of the Company
“Director(s)”
means the directors of the Company
“Domestic Share(s)”
domestic share(s) with a nominal value of RMB1 each in the share capital of the Company which are subscribed for in RMB

– 1 –

DEFINITIONS

“Domestic Shareholders”
“Domestic Shareholders Class Meeting”
“EGM”
“Group”
“Hong Kong”
“H Share(s)”
“H Shareholders”
“H Shareholders Class Meeting”
“Independent Third Party(ies)”
“Latest Practicable Date”
holders of the Domestic Share(s)
the class meeting of the Domestic Shareholders proposed to be held at 2:00 p.m. on Wednesday, 9 October 2013 for the Domestic Shareholders to consider, and if appropriate, approve the proposed amendments to the Articles
an extraordinary general meeting of the Shareholders proposed to be held on the same date as the Class Meetings at 3:00 p.m. (or the time immediately after the conclusion of the H Shareholders Class Meeting) for the Shareholders to consider, and if appropriate, approve the Disposal and the proposed amendments to the Articles
the Company and its subsidiaries
the Hong Kong Special Administrative Region of the People’s Republic of China
overseas listed foreign ordinary share(s) in the share capital of the Company, with a nominal value of RMB1 each, all of which are listed on the main board of the Stock Exchange, and subscribed for and traded in Hong Kong dollars
holders of the H Share(s)
the class meeting of the H Shareholders proposed to be held on the same date as the Domestic Shareholders Class meeting at 2:30 p.m. (or the time immediately after the conclusion of the Domestic Shareholders Class Meeting) for the H Shareholders to consider, and if appropriate, approve the proposed amendments to the Articles
the independent third party(ies) who is/are, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, independent of the Company and its connected persons (as defined under the Listing Rules)
18 September 2013, being the latest practicable date for the purpose of ascertaining certain information contained in the circular prior to its publication

– 2 –

DEFINITIONS

“Listing Rules”

“PRC”
“Project”
“Purchaser”
“Remaining Group”
“RMB”
“Share(s)”
“Shareholder(s)”
“Shareholder’s Loan”
“Stock Exchange”
“Zhongfang Chaozhou”

“%”

the Rules Governing the Listing of Securities on the Stock Exchange

the People’s Republic of China

“Jinma Xiangsongju Project” (金馬香頌居項目), a real estate development project situated in Zengcheng, Guangzhou, the PRC engaged by the Disposal Company
Shenzhen Chengxin Xingye Trading Company Limited* 深圳市誠信興業貿易有限公司, a company incorporated in the PRC, being the purchaser of the Disposal Agreement

the Group immediately after completion

Renminbi, the lawful currency of the PRC

H Share(s) and Domestic Share(s)

holder(s) of the H Shares and the Domestic Shares

Approximately RMB150.8 million being the aggregate amount due from the Disposal Company to the Company as at 30 June 2013

The Stock Exchange of Hong Kong Limited

Zhongfang Chaozhou Investment Development Company Limited* (中房潮州投資開發有限公司), a company incorporated in the PRC, which is a wholly-owned subsidiary of the Company

per cent.

For identification purpose only

– 3 –

LETTER FROM THE BOARD

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)

Executive Directors: Registered office: Mr. Ma Zhong Hong (Chairman) No.1-4, 20A, Central Street, Mr. Deng Xiao Gang Shenyang Economic and Mr. Chau Ngai Ming Technological Development Zone, the PRC Non-executive Directors: Mr. Huang Zhen Kun Principal place of business in the PRC: Ms. Zhang Lei Lei 14/F., Jinmao International Apartment, No. 1 Xiao Dong Road, Independent Non-executive Directors: Da Dong District, Shenyang, Mr. Wong Kai Tat the PRC Mr. Yu Guan Jian Mr. Wei Jie Sheng Principal place of business in Hong Kong: 3rd Floor, Alliance Building, 130-136 Connaught Road Central, Hong Kong

24 September 2013

To the Shareholders

Dear Sir or Madam,

MAJOR DISPOSAL AND PROPOSED AMENDMENTS TO THE ARTICLES

INTRODUCTION

Reference is made to the announcement of the Company dated 13 August 2013 in relation to the Disposal.

The purpose of this circular is to provide the shareholders with, among other things, further information in respect of the Disposal, the proposed amendment to the Articles, the notice of Domestic Shareholders Class Meeting, the notice of H Shareholders Class Meeting, the notice of EGM and other information as required under the Listing Rules.

– 4 –

LETTER FROM THE BOARD

(1) THE DISPOSAL

On 13 August 2013, the Company entered into the Disposal Agreement with the Purchaser, whereby the Purchaser has conditionally agreed to purchase and the Company has conditionally agreed to sell the entire issued share capital and the Shareholder ’s Loan of the Disposal Company at the consideration of RMB280 million.

THE DISPOSAL AGREEMENT

Date

13 August 2013 (after trading hours)

Parties

Vendor : The Company Purchaser : Shenzhen Chengxin Xingye Trading Company Limited* 深圳市誠信興業貿易有限公司

The Purchaser is a company incorporated in the PRC with limited liability. Its principal businesses are network technology development and sales of computers and digital products. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner(s) are Independent Third Party.

Consideration and payment terms

The Consideration for the Disposal of RMB280 million has been determined after arm’s length negotiations among the parties to the Disposal Agreement with reference to (i) the market value of the Project held by the Disposal Company as at 30 June 2013; (ii) the net asset value of the Disposal Company as at 30 June 2013; and (iii) the Shareholders’ Loan due from the Disposal Company to the Company.

The Consideration shall be satisfied in the following manner:-

(a) a deposit of RMB41 million shall be paid in cash by the Purchaser to the Company within 5 days upon entering into the Disposal Agreement;

– 5 –

LETTER FROM THE BOARD

(b) a consideration of RMB120 million shall be paid in cash by the Purchaser to the Company within 1 month upon the completion of the change of the particulars of the Disposal Company in the Administration For Industry and Commerce Bureau; and
(c) a remaining balance of RMB119 million shall be paid in cash by the Purchaser to the Company within 50 days upon the final acceptance of the first phase of the Project.

Asset to be disposed of

Pursuant to the Disposal Agreement, the Company has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the entire issued share capital of and the Shareholder’s Loan of the Disposal Company.

Conditions precedent

Completion of the Disposal Agreement is conditional upon satisfaction of all of the following conditions:

the approval of the Disposal Agreement and the transactions contemplated thereunder by the board of the Disposal Company;
the approval of the Disposal Agreement and the transactions contemplated thereunder by the Board and the Shareholders at the EGM; and
the completion of the change of the particulars of the Disposal Company in the Administration For Industry and Commerce Bureau and the issue of the new business registration certificate of the Disposal Company.

The above conditions shall be completed within 6 months upon entering into the Disposal Agreement or such later date as the Company and the Purchaser may agree in writing.

Completion

Completion shall take place on the date on which the conditions precedent to the Disposal Agreement had been completely fulfilled or such other date as the Company and Purchaser may agree in writing.

– 6 –

LETTER FROM THE BOARD

Termination

The Purchaser has the right to terminate the Disposal Agreement upon occurrence of the following event and all the considerations paid pursuant to the Disposal Agreement shall be refunded to the Purchaser by the Company with daily interest of 0.03% as penalty:

i. the Company fails to complete the conditions within the stipulated time period in accordance with the terms of the Disposal Agreement;

The Company has the right to terminate the Disposal Agreement upon the occurrence of the following events and all the considerations paid pursuant to the Disposal Agreement shall be forfeited as penalty for the termination of the Disposal Agreement:

i. the Purchaser fails to complete the conditions within the stipulated time period in accordance with the terms of the Disposal Agreement;
ii. the Purchaser fails to pay the considerations in accordance with the terms of the Disposal Agreement;
iii. the Purchaser fails to comply with the warranties as set out in the Disposal Agreement.

INFORMATION OF THE DISPOSAL COMPANY

The Disposal Company is a limited company incorporated in the PRC and is principally engaged in real estate investment and development and property management. The Disposal Company is currently engaging a comprehensive real estate development project situated in Zengcheng, Guangzhou, the PRC namely “Jinma Xiangsongju Project” (金馬香頌居項目) with a total gross floor area of approximately 102,751 square meters. It was planned that, among other things, the government resettlement homes, residential apartments and commercial properties will be built on the site. As at the date of this circular, the Project has finished the construction with a gross floor area of approximately 50,000 square meters. It is expected that the construction of the government resettlement homes will be completed by the end of 2013 while the other parts of the Project are expected to be completed by the end of 2014. The final acceptance of the first phase of the Project is excepted to be completed within 2014.

– 7 –

LETTER FROM THE BOARD

According to the valuation report on the Project conducted by the independent professional valuer, the market value of the Project in the existing state as at 30 June 2013 was estimated at RMB330 million. The Company acquired the Disposal Company in 2012 for an aggregated consideration of RMB116 million. Set out below summaries the audited financial information of the Disposal Company for the two financial years ended 31 December 2011 and 2012 prepared in accordance with the PRC accounting standards:

	For the year ended	For the year ended
	31 December
	2012	2011
	(audited)	(audited)
	RMB	RMB
Revenue	Nil	Nil
Loss before taxation and extraordinary items	195,547	233,958
Loss after taxation and extraordinary items	195,547	233,958

As of 31 December 2012, the net asset value of the Disposal Company is RMB9,570,495.

FINANCIAL IMPACT ON THE GROUP AS A RESULT OF DISPOSAL

Upon the completion of Disposal, the Disposal Company will cease to be a subsidiary of the Company and its financial results will no longer be consolidated into the Group’s financial statements.

As a result of the Disposal, it is estimated that the Group will recognize an estimated gain before taxation of approximately RMB90 million with reference to (i) the Consideration of the Disposal; (ii) the net asset value of the Disposal Company as at 30 June 2013 of approximately RMB7.5 million; (iii) goodwill attributable to the Company of approximately RMB31.4 million; and (iv) the Shareholder’s Loan due from the Disposal Company to the Company as at 30 June 2013 of approximately RMB150.8 million.

Based on the unaudited consolidated accounts of the Group as at 30 June 2013, the total assets and total liabilities of the Group are expected to be decreased immediately after the completion of the Disposal. The decrease in total assets is mainly due to the deconsolidation of the value of the investment property held by the Disposal Company and the decrease in total liabilities is mainly due to the deconsolidation of the receipts in advance held by the Disposal Company.

USE OF PROCEEDS

The sale proceeds from the Disposal will be utilized as the general working capital of the Company and for further investment on the infrastructure construction project engaged by Zhongfang Chaozhou.

– 8 –

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE DISPOSAL

As at the date of this circular, the Group is principally engaged in infrastructure and construction business in the PRC. Currently, the Group is actively pursuing the further involvement in the infrastructure construction project of Jing Nan Industrial Park. The Group is also considering to participate in other infrastructure construction projects in Chaozhou. As a result, additional capital resource will be necessary for the group to make future investment when the investment opportunity arises.

In light of the escalating property prices in the past few years, the PRC government has implemented ongoing austerity measures in the real estate sector to curb properties price growth. And it is expected that more tightening measures will be imposed by the PRC government if the property prices continue to rise which will further hit the property market. Having considered the prevailing property market conditions in the PRC and the business strategy of the Group, the Directors believe that the Disposal represents a good opportunity for the Group to realize the value of the Project with positive return. Moreover, the sale proceeds from the Disposal could enhance the Group’s working capital position as well as providing additional capital resources for the Group to make further investment on the infrastructure construction project engaged by Zhongfang Chaozhou. Therefore, the Directors consider the Disposal is in line with the Group’s overall business strategy.

The Directors also consider that the terms and conditions of the Disposal are on normal commercial terms, fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATION OF THE DISPOSAL

Since certain applicable percentage ratios for the Disposal are more than 25% but less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and shareholders’ approval requirements under the Listing Rules. As no Shareholders have any material interest in the Disposal, it is expected that no Shareholders will be required to abstain from voting at the EGM on the resolution to approve the Disposal Agreement and the transactions contemplated thereunder.

(2) PROPOSED AMENDMENTS TO THE ARTICLES

Further to the amendment of Articles approved by the Shareholders on 21 June 2013, the Company proposed to make further amendments to the Articles relating to the voting requirements on the listing and trading of non-listed on the overseas stock exchanges and the conversion of non-listed shares into overseas listed foreign invested shares.

Details regarding the proposed amendments to the Articles are set out in Appendix III to this circular.

The proposed amendments to the Articles are subject to the Shareholders’ approval by way of a special resolution at the EGM and Class Meetings and completion of the registration procedures with Shenyang Administration for Industry and Commerce and relevant governmental authorities in the PRC. Prior to the proposed amendments to the Articles becoming effective, the existing Articles will continue to be in force.

– 9 –

LETTER FROM THE BOARD

As at the date of this circular, the amendments of Articles being approved by the Shareholders at the AGM have not been effective. The registration procedures with relevant governmental authorities in the PRC are currently in progress. Since additional amendments shall be made on Article 18 of the Articles, the previous version of Article 18 of the Articles being approved by the Shareholders at the AGM shall be abrogated and replaced by the proposed version under this circular.

Apart from previous version of Article 18 of the Articles, other amendments on the Articles being approved by the Shareholders at the AGM shall become effective upon the registration procedures with relevant governmental authorities in the PRC has been completed.

The Company’s legal advisers have confirmed to the Company that the proposed amendments to the Articles comply with the requirements of the Listing Rules and the laws of the PRC. Furthermore, the Directors have confirmed to the Stock Exchange that there is nothing unusual about the proposed amendments to the Articles for a company listed in Hong Kong.

EGM AND CLASS MEETINGS

In accordance with Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the EGM and the Class Meetings shall be taken by poll. On a poll every Shareholder present in person or by proxy or (being a corporation) by its duly authorized representative shall have one vote for each Share registered in his/her name in the register of Shareholders.

BOOK CLOSURE PERIOD

In order to determine the list of Shareholders who will be entitled to attend and vote at the EGM and respective Class Meetings, the registration in the register of members of the Company will be closed from 8 September 2013 to 9 October 2013, both days inclusive,

– 10 –

LETTER FROM THE BOARD

during which period no transfer of Shares will be effected. For the identification of Shareholders who are qualified to attend and vote at the EGM and the H Shareholders Class Meeting, all transfer documents accompanied by the relevant H share certificates must be lodged with the Company’s H share registrar, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 6 September 2013. H Shareholders whose names appear on the register of members of the Company on 6 September 2013 will be entitled to attend and vote at the EGM and the H Shareholders Class Meeting. Domestic shareholders of the Company whose names appear on the register of members of the Company on 7 September 2013 will be entitled to attend and vote at the EGM and the Domestic Shareholders Class Meeting.

RECOMMENDATION

The Board considers that the Disposal and the proposed amendments to the Articles are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the special resolution and ordinary resolution to be proposed at the EGM and the Class Meetings.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

By order of the Board

Shenyang Public Utility Holdings Company Limited Ma Zhong Hong Chairman

For identification purposes only

– 11 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

STATEMENT OF INDEBTEDNESS

As at the close of business on 31 July 2013, being the latest practicable date for the purpose of this indebtedness prior to the printing of this circular, the Remaining Group had indebtedness as follows:

Other borrowings

RMB’000

Other borrowings

13,943

Disclaimer

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities, normal trade and other payables, receipt in advance as at 31 July 2013, the Remaining Group did not have any loan capital issued or agreed to be issued, bank overdrafts, loans, debt securities issued and outstanding, and authorized or otherwise created but unissued term loans or other borrowings, indebtedness in nature of borrowings, liabilities under acceptances (other than trade bills) or acceptance credits, debentures, mortgages, charges, finance lease or hire purchase commitments, which are either guaranteed, unguaranteed, secured, or unsecured, guarantees or other material contingent liabilities outstanding at the close of business on 31 July 2013.

The Directors confirmed that there has been no material change in the indebtedness and contingent liabilities of the Remaining Group since 31 July 2013.

WORKING CAPITAL

The Directors, are of the opinion that, taking into account the internal resources of the Remaining Group, the Remaining Group has sufficient working capital for its present requirements, that is for at least twelve months from the date of publication of this circular in the absence of unforeseen circumstances.

– I-1 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

FINANCIAL AND TRADING PROSPECT OF THE GROUP

(1) Infrastructure construction business

Upon completion of the acquisition of Zhongfang Chaozhou Investment Development Company Limited (中房潮州投資開發有限公司) in 2012, the Company stepped up efforts on implementing infrastructure construction projects in Chaozhou, so as to recover the remaining cost of the projects and agreed profits as soon as practicable.

The remaining construction works of the first phase of the land development project of Zhongfang Chaozhou Jing Nan Industrial Park (中房潮州徑南工業園) relating to construction land of 1,000 mu has been completed. The inspection and acceptance criteria of the project as set out under the “cooperation agreement in relation to the development and construction of the first phase of the “Shenzhen (Chaozhou) Industrial Transfer Industrial Park – Jing Nan Fen Yuan (“ 徑南分園 ”) Project” (《深圳（潮州）產業轉移工業園徑南分園項目首期開發建設合作協議書》) were met. On 24 June 2013, the project owner – Chaozhou Jinshan Investment and Development Company Limited (潮州市金山投資開發有限公司) (“ Chaozhou Jinshan ”) confirmed the inspection and acceptance of the first phase of the construction works relating to construction land of 1,000 mu. Total revenue recognized by Zhongfang Chaozhou amounted to RMB323,190,200. As of 30 June 2013, Zhongfang Chaozhou received RMB140,000,000 in respect of the completion of the construction works relating to construction land of 1,000 mu. The balance will be recovered in the second half of the year.

The second phase of the project relating to construction land of 2,000 mu has been initially completed. As of 30 June 2013, Zhongfang Chaozhou received payment in advance of RMB150,000,000 from Chaozhou Jinshan in respect of the second phase of the construction works of the construction land.

In relation to the land development of the remaining 1,500 mu under the third phase of original planning. The time required for the completion of construction works is uncertain as there are 20KWV high-voltage lines erected over an area of 200 mu. The demolition and removal of these high-voltage lines is subject to negotiations with the government departments and power authorities in Chaozhou. The demolition and removal of high-voltage lines requires complicated procedures. As agreed by Chaozhou Jinshan and the relevant departments upon negotiation, the development of the said 200 mu of land will commence upon the completion of the demolition and removal of the high-voltage lines, which shall not affect the inspection and acceptance procedures for the remaining 1,300 mu of the construction land. As of the Latest Practicable Date, 80% of the land leveling works and the related road embankment works have been completed for the construction land of 1,300 mu.

The second and third phase of the project are expected to be completed and will be ready for inspection and acceptance by the end of 2013. Building on the cordial cooperation between Zhongfang Chaozhou and Chaozhou Jinshan, it is planned that the existing infrastructure construction projects in Chaozhou will be expanded, so as to continue the infrastructure development in Chao Zhou Jing Nan Industrial Park. It is expected that this project will bolster up the Group’s fiscal income and lay a solid foundation for the development of the Group.

– I-2 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

(2) Real estate development business

On 13 August 2013, the Company entered into the Disposal Agreement with Shenzhen Chengxin Xingye Trading Company Limited (深圳市誠信興業貿易有限公司), pursuant to which, the Company agreed to dispose of 100% equity interests in Disposal Company and its Shareholders’ Loan to Purchaser at a total consideration of RMB280 million (please refer to the announcement of the Company dated 13 August 2013 for further details).

The Board expected that the Disposal could enable the Company to achieve appreciation gains from the project. The proceeds from the disposal will enhance the Group’s working capital and provide the Group with additional funds for it to invest in infrastructure construction projects in Chaozhou, thereby reaping beneficial results for shareholders.

Business Prospects

In 2013, through the operation of the Zhongfang Chaozhou project and the disposal of Project, the Group gradually transformed into an infrastructure construction company, which will focus on the operation infrastructure construction and capital investment. In the second half of the year, the Group plans to step up our efforts in infrastructure construction and investment. Currently, the Group is actively pursuing the further development of industrial land in Jing Nan Industrial Park. The Group is also considering to participate in other major infrastructure construction projects in the region of Chaozhou. The Company will also endeavour to seek other suitable investment opportunities, in an effort to reward shareholders with maximum values.

– I-3 –

APPENDIX II

PROPERTIES VALUATION REPORT

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24 September, 2013

The Directors,

Shenyang Public Utility Holdings Company Limited, 2[nd] Floor, No. 498 Yan Fang Road, Luohu District, Shenzhen City, Guangdong Province, People’s Republic of China

Dear Sirs,

Re: Various properties located in Kingma Chanson, No. 301 Zengcheng Main Road, Licheng Street, San Lian Village, Zengcheng, Guangzhou, Guangdong Province, People’s Republic of China.

In accordance with your instructions to value the above property interests which are held by Shenyang Public Utility Holdings Company Limited (the “ Company ”) and its subsidiary (hereinafter together referred to as the “ Group ”) in the People’s Republic of China (the “ PRC ” or “ China ”) for the purpose of disposal of the entire equity interest of its subsidiary by the Group, we have carried out an inspection of the properties on 16 July, 2013, made relevant enquiries and have obtained such further information as we consider necessary for the purpose of providing you with our opinion on the capital value or market value of the property interests as at 30 June, 2013, (the “ date of valuation ”) for inclusion in the circular of the Company dated 24 September, 2013 . Our valuation undertaken herein is in compliance with the requirements as set out in Chapter 5 and Practice Note 12 of the Rules governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Our valuation of each of the above property interests is our opinion of its market value which, in accordance with the Valuation Standards on Properties (First Edition, 2005) as laid down by the Hong Kong Institute of Surveyors (HKIS) and the RICS Valuation Standards (6th Edition, 2008) as published by the Royal Institution of Chartered Surveyors (RICS), is defined as intended to mean “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”.

– II-1 –

APPENDIX II

PROPERTIES VALUATION REPORT

Our valuation has been made on the assumption that the owner sells the property interests on the market in their existing state without the benefit of a deferred terms contract, sale and leaseback, joint venture, unusual financing, management agreement, concessionary engagement or any similar arrangement which would serve to enhance, affect or diminish the values of the properties. In addition, no account is taken of any option or pre-emptive right relating to or affecting the sale of the properties and no forced sale in any form in respect of the properties has been assumed in our valuation.

We are advised that, as at the date of valuation, the subject properties which comprise a portion of the development have been valued on the basis of their market values in their existing state, as at 30 June, 2013, the date of valuation, and taking into account those residential units and commercial units which have been completed as well as those in which the residential buildings are still under construction as at the date of valuation and also taking into account the construction costs which have been expended up till the date of valuation. We have also taken into account the fact that the houses which form part of this valuation have not been constructed although earmarked for development. Our valuations of all of the above properties have been carried out with the benefit of vacant possession and having regard to market comparables wherever possible. We are advised that the aforementioned development in which the subject properties are located and under construction, is expected to be completed in or around the middle of 2014 or thereabouts.

Our valuation of the properties is based on market approach with the benefit of vacant possession in respect of all the properties. The properties are vacant, as at the date of valuation, and therefore no income is derived from them. In such an event and in the absence of income from the properties, the income approach in valuing the properties is not appropriate, hence this method of valuation has not been adopted as we consider that the market approach is the most appropriate in valuing the properties.

We have relied to a considerable extent on information given by the Group and have accepted advice given to us in relation to planning and construction approvals, statutory notices, easements, tenure, estimated date of completion of the proposed buildings which are being constructed on the land, State-owned Construction Land Use Right Sale Contract, Auction Sale Notice of Zengcheng Municipal State-owned Construction Land Use Right, State-owned Land Use Certificate, Land Use Construction Planning Permit, Construction Project Works Permit, particulars of occupancy, land area, floor areas and other relevant matters.

As regards the subject properties, we have been provided with copies of documents relating to the properties. Whilst some of the copies of documents show the ownership of the land, we however, have not inspected the original documents to verify ownership or to ascertain the existence of any lease amendments which do not appear on the copies provided to us.

All copies of documents relating to the property interests have been used as reference only. All dimensions, measurements and areas, including land area or site area and floor areas, as stated in our valuation certificate are approximate and are based on information provided to us by the Group. Such information, which are either in the form

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APPENDIX II

PROPERTIES VALUATION REPORT

of copies of contract, certificates, permits or other documents, are assumed to be correct. No on-site measurements have been taken or carried out to determine the land area or floor areas of the buildings or the floor areas of the various units in the buildings, or to verify their correctness.

In preparing our valuation of the properties, we have relied on advice given by the Group that the land use right of the land is transferable and that unless otherwise stated any premium payable has already been fully paid or will be fully paid. We also understand that all approvals, consents, permits, certificates and licences from the relevant government authorities for the land have been or will be granted without any onerous conditions or undue delay which might affect the value of the land and the properties which are being constructed on it. We have relied on advice given by the Group which we understand have sought legal advice from its PRC legal advisers on the law of the PRC regarding the legality and validity of the various contracts and documents relating to the acquisition of the land, the development of the land and the interest of the Group in the properties which are being constructed on the land. For the purpose of our valuation, we have assumed that the title in respect of the properties is good and legally enforceable.

In addition, we have relied on advice given by the Group that it has free and uninterrupted rights to use, assign, transfer, lease or mortgage the properties, whether to be constructed, under construction or fully completed, for the unexpired term of the granted lease and that all costs relating to the acquisition of the properties have been paid in full.

All the information provided to us by the Group, which are pertinent to our valuation, are believed to be true and accurate and it is assumed that no material facts have been omitted from the information given to us.

We are instructed to express our opinion on the capital values or market values of the property interests and in the capacity of an external valuer, we would advise that we have not conducted any site investigations or carried out any tests to determine the suitability of the subject parcel of land that is being developed, and our valuation of the properties which form a large portion of the development, has been prepared on the basis that there are no adverse ground or soil conditions that would affect construction or building costs or the time required to complete the construction of the proposed scheme. Our valuation of the properties is also on the basis that services such as electricity, water and gas supplies as well as drainage, sewage disposal, internal roads, telecommunication services and other facilities, where applicable, will be provided to the proposed project. Our valuation of the properties does not allow for contamination, if any, of the aforementioned parcel of land which is being developed and this report does not make allowance for such a factor in respect of the properties due to possible past usage of the land.

No allowances have been made in our valuations for any charges, mortgages or amounts owing on the properties and neither has any allowance been made for any liability to taxation on sale or any expenses which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of an onerous nature which could affect their values.

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PROPERTIES VALUATION REPORT

The aforementioned assumption is a standard statement or limiting condition which we, as professional valuers, would need to include in this valuation report. We are not in the position to verify all of the information in respect of encumbrances or restrictions, etc. relating to the properties as these are legal matters which are outside the scope of our work. There could be encumbrances which we do not know about or which have not been registered as at the date of valuation. We would also need to rely on information and advice from the Group that no encumbrance or restriction, etc. of an onerous nature exists. An encumbrance such as a mortgage would not affect the value of a property but certain encumbrances may but as at the date of valuation we are not aware of any such encumbrances.

In accordance with your instructions, we are required to express our opinion on the market values of the properties in the local currency, and that is Renminbi.

We enclose herewith our valuation certificate relating to the properties.

Yours faithfully, CHUNG, CHAN & ASSOCIATES

Peter C. K. Chung FRICS FHKIS MRISM PDABV

Note: Mr. Peter Chung is a Chartered Surveyor, a Fellow of the Royal Institution of Chartered Surveyors and a Fellow of the Hong Kong Institute of Surveyors, and has been conducting professional valuations of property and other assets as well as providing professional advisory work in Hong Kong, mainland China, the Asia Pacific region, Europe and America for over 25 years. He has more than 19 years experience in the valuation of properties in the PRC.

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APPENDIX II

PROPERTIES VALUATION REPORT

VALUATION CERTIFICATE

Description and tenure

Property

Various properties located in Kingma Chanson, No. 301 Zengcheng Main Road, Licheng Street, San Lian Village, Zengcheng, Guangzhou, Guangdong Province, People’s Republic of China.

The subject property comprises various residential units and houses as well as some commercial units in Kingma Chanson, a mixed residential development consisting of several multi-storey apartment buildings and low-rise houses with some commercial uses situated in the outskirts of Zengcheng, a County-level city in Guangzhou, Guangdong Province.

中國廣州增城市 The properties which are the subject of 荔城街（三聯村） this valuation comprise various 增城大道 residential units in several multi-storey 301號 apartment buildings, which have a total 金馬香頌居 gross floor area of 58,484.76 sq. m., several duplex apartment units having a total gross floor area of 2,700 sq. m., some commercial units which have a total gross floor area of 3,390 sq. m. and a number of low-rise houses having a total gross floor area of 13,901 sq. m.

The development in which the subject properties are located is known as Kingma Chanson and is situated off Zengcheng Main Road, a dual-carriageway which connects the urban centre of Zengcheng about 10 minutes’ driving distance to the west, and links Guangshan Expressway immediately to the east.

Particulars of occupancy

As at the date of valuation, a portion of the development comprising a number of apartment buildings have been completed while a number of similar buildings are under construction. The houses which also form part of the subject development have not commenced construction yet although earmarked for development in the foreseeable future.

We are advised that all of the private apartment buildings which are earmarked for sale are expected to be completed in or around the middle of 2014.

Market value in existing state as at 30 June, 2013

RMB330,000,000

Cost of acquisition of land: RMB151,435,327 including stamp duty and interest.

Construction costs incurred up till date of valuation: RMB37,860,000.

This part of Zengcheng is predominantly a residential area which is gradually being established with a number of high-rise and some low-rise residential properties which have been completed over the last several years.

Access to the property from the commercial centre of the city can be by means of private and public transport, the latter being either buses or the “underground” railway, with a station, Zengcheng Passenger Station located nearby.

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APPENDIX II

PROPERTIES VALUATION REPORT

Property

Description and tenure

Particulars of occupancy

Market value in existing state as at 30 June, 2013

The land upon which the development is being constructed is irregular in shape, is at road level and has a total area of 58,090.96 sq. m.

The land is roughly bounded on three sides by three roads with Zengcheng Main Road providing access to the site by way of an access road to the main entrance of the proposed development. Zengjian Road is the second road which is located more or less parallel to Zengcheng Main Road but on the other side of the site and will provide secondary and emergency access to and from the site. 2[nd] Ring Road is the third road which connects Zengcheng Main Road and Zengjian Road and runs more or less perpendicular to the two former roads.

At the time of our recent site inspection, a number of apartment buildings were under construction whilst construction of the houses which have been earmarked for development has not commenced yet.

According to a copy of the State-owned Construction Land Use Right Contract, which was provided to us, the land area on which the proposed development is being built is 58,090.96 sq. m. out of which the Construction Planning Land Use area is 51,375.50 sq. m. whilst the area of green belt and wet land is 6,715.46 sq. m.

According to a copy of the Construction Project Works Permit, which was provided to us, the total permitted gross floor area of the development is 140,973 sq. m.

We are given to understand that the construction of the various buildings in the development is expected to be completed in or around the middle of 2014 or there-abouts.

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APPENDIX II

PROPERTIES VALUATION REPORT

Property

Description and tenure

Particulars of occupancy

Market value in existing state as at 30 June, 2013

The various buildings being constructed on the land are believed to be of reinforced concrete frame construction with the external elevations to be finished with ceramic tiles. Windows will consist of metal casements and fixed lights. We are given to understand that reasonably good quality building materials consistent with other residential developments in Zengcheng which are of similar type and standard, will be used to construct and complete the various buildings within the development. The property has been granted a State-owned Land Use lease term of 70 years for residential, 40 years for commercial and 50 years for other uses. The residential lease shall expire on 14 January, 2082. The use of the land is for urban type residential purposes.

Notes:

The salient conditions in respect of the State-owned Construction Land Use Right Sale Contract No. 440183-2011-000049 (國有建設用地使用權出讓合同) (the “ Contract ”) dated 16 December, 2011 entered into between Zengcheng Municipal State-owned Land Resources and Housing Administration Bureau (增城市國土資源和房屋管理局) (“ Party A ”) and Guangzhou Zhongzhan Investment Holdings Company Limited (廣州市中展投資控股有限公司) (“ Party B ”), a wholly-owned subsidiary of the Company, are as follows:
i) The land has an area of 58,090.96 sq. m. out of which an area of 51,375.50 sq. m. is for the Construction Planning Use Land whilst an area of 6,715.46 sq. m. is for the green belt requisition area and wet land. The Contract provides for a lease term for the land of 70 years for residential use, 40 years for commercial use and 50 years for other uses, with the lease commencing on the date of signing of the Contract and expiring on 14 January, 2082.
ii) The land was handed over to Party B by Party A before 15 January, 2012 with the land having been levelled and electricity and water supply, drainage, telecommunication and gas to be available for connection to the property.
iii) Party B purchased the land at the consideration of RMB143,600,000 which is equivalent to RMB2,471.98 per sq. m. based on a land area of 58,090.96 sq. m.
iv) Party B promised to spend not less than RMB202,000,000, excluding the land price, for the total development outlay on the land.

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PROPERTIES VALUATION REPORT

v) The newly constructed buildings, superstructure and affiliated facilities have to comply with the requirements of the Planning Administration Department of the Municipal Government’s Planning Ordinance on the Sale of Land, which includes, inter alia, the following:-

Nature of the Main Construction : Residential Total Gross Floor Area : 102,751 sq. m. which includes the residential portion allocated to the government as resettlement homes which shall be built simultaneously as the whole project. Plot Ratio : 2.0 Building Height Limitation : Not higher than 60 meters. Density of Construction : Not higher than 30%. Landscaping : Not less than 30%.

vi) The other requirements of the use of the land are based on Zeng Gui Tiao (2011) Di 37 Hao (增規條 (2011)第37號)
vii) Party B shall transfer the government resettlement homes at RMB3,600 per sq. m. to the government or sell them to other parties as specified by the government.

Commencement and Completion of Works Requirements

viii) The main superstructure and topping out of the government resettlement homes have to be completed before 31 December, 2012 and the construction project works have to be completed and transferred to Party A before 31 December, 2013. The remaining construction project works have to be completed 30 months after the signing of this Contract.

Construction of the Government Resettlement Homes

ix) After the land is sold to Party B, all the items of planning and design requirements of the development construction by Party B has to include not less than 26,000 sq. m. (including affiliated facilities) of government resettlement homes of which the land use rights cannot be mortgaged.
x) After complying with the completion inspection as well as transferring conditions, Party B has to transfer the government resettlement homes to the government or to other specified users at a price of RMB3,600 per sq. m. The cost and taxes for processing the confirmation of ownership right for the respective purchaser to the related government department shall be borne by Party A. As regards the cost and taxes for the application of the Certificates of Real Estate Ownership, they shall be borne by the purchasers. Party B has to assist the specified users to follow the procedure of obtaining the Certificates of Real Estate Ownership.

Construction of Urban Facilities Requirements

xi) The salient condition in respect of the construction of urban facilities requirements is that the urban roads and public facilities which have been built on the land within the Red Line area cannot be mortgaged, leased or transferred.

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PROPERTIES VALUATION REPORT

Transfer, Lease and Mortgage of the State-owned Construction Land Use Right

xii) After full payment of the State-owned Construction Land Use Right sale price and after obtaining the State-owned Land Use Certificate, Party B has the right to transfer, lease or mortgage the whole or part of the State-owned Construction Land Use Right under the Contract. For transfer for the first time, Party B has to obtain Party A’s agreement by commencing on the development on the land in accordance with what had been agreed in the Contract as well as by investing an amount of more than 25% of the total investment outlay. The Land Use Right relating to the government resettlement homes cannot be mortgaged.

Expiration of the Lease Term

xiii) In the event that the land use lease term has expired and if the land users wish to renew the lease term of the subject land, they have to submit the Letter of Renewal and apply to Party A one year prior to the expiry date.
xiv) The land user apply to the related Department to renew the lease term and because of the need for social public benefit for the government not to approve the application and Party B has to return the State-owned Land Use Certificate to the government. The State-owned Land Use Right will be surrendered to the government without compensation. Party A will re-possess the buildings, superstructure and facilities on the land and compensation will be given to Party B at a price equivalent to the residual value.

Breach of Contractual Obligations

xv) Party B has to pay 1% of the sale price daily in the event that it breaches the Contract by not completing any one of the items of the construction project on time and within the date as required in the Contract. In the event that Party B continuously delay the construction of the project for a period of 6 months after the required completion date, Party A shall have the right to rescind the Contract and shall re-possess the land and all the items and things that are attached to it. In such an event, no compensation will be payable by Party A to Party B
xvi) Party B has to maintain the progress of the construction of the government resettlement homes as the rest of the construction project on the land failing which Party A can delay the issuance of the Commercial House Pre-Sale Certificate in respect of the units.
xvii) If any item or items in relation to the plot ratio and density, in respect of the development is below the minimum required standard as stated in the Contract, Party B has to, because of its breach of Contract, reimburse Party A for the actual difference in relation to that portion which is below the aforementioned minimum required standard as stated in the Contract. In spite of Party B’s breach of its contractual obligations relating to the above matter, however, Party A has the right to ask Party B to continue to abide by the terms and conditions of the Contract.

Conversely, Party B has to pay a penalty to Party A for the actual difference in relation to that portion which is in excess of the highest agreed ratio or percentage as stated in the Contract. Party A has the right to forfeit the excess portion.

xviii) If there is any excess areas in relation to the proportion of the agreed standard in respect of the landscaped area, administration office gross floor area of the company as well as amenities and facilities gross floor areas, etc. which are based on the terms and conditions of the Contract, Party B shall be liable to pay a penalty of 1% of the land price to Party A. In such an event, Party B has to reduce or demolish the related areas, whichever is applicable.
a) One of the salient conditions in respect of the Auction Sale Notice of Zengcheng Municipal State-owned Construction Land Use Right – Zeng Guo Fang Gua Pai Gao Zi (2011) No. 17 (增城市國有建設用地使用權掛牌出讓公告－曾國房掛牌告字(2011)17號) dated 26 October, 2011, states that for the overall planning design requirement, please see “Land Use Planning Requirements” – Zeng Gui Tiao (2011) Di 37 Hao (增城市城鄉規劃局用地規劃條件－增規條(2011)第37號).
b) The total commercial gross floor area relating to amenities and facilities is less than 3.3% of the total calculated gross floor area relating to the plot ratio which is equivalent to 3,390.00 sq. m.

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APPENDIX II

PROPERTIES VALUATION REPORT

c) In order to ensure that the construction of the government resettlement homes can commence on time, the bidder shall provide a promissory note to promise that after he has successfully purchased and signed the confirmation letter within one month, he has to sign an agreement with the Licheng Jie Dao Office in relation to matters pertaining to planning, construction, shape of the units and distribution, etc.
d) The bidder has to promise to generate not less than RMB202,000,000 of the total development investment amount. The aforementioned sum shall not include the price of the land.
According to the State-owned Land Use Certificate – Zeng Guo Yong (2013) Di GY000546 Hao (國有土地使用證－增國用(2013)第GY000546號) dated 30 January, 2013, the land has an area of 58,090.96 sq. m. with a lease term expiring on 14 January, 2082 for urban residential purposes. The sale lease term of the land is 70 years for residential, 40 years for commercial services and 50 years for other uses. The title in respect of the property is vested in Guangzhou Zhongzhan Investment Holdings Company Limited (廣州市中展投資控股有限公司), a wholly-owned subsidiary of the Company.
According to the Land Use Construction Planning Permit – Zeng Gui Di Zheng (2013) 004 Hao (建設用地規劃許可證－增規地證(2013) 004號) dated 17 January, 2013, the Land Use Planning Requirement for Zengcheng Municipal Town and Village Planning Bureau No. Zeng Gui Tiao (2011) Di 37 Hao (建設用地規劃許可證－增規條(2013)第37號) is attached. The land is classified as 2nd type residential use land.
According to the Construction Project Works Permit No. 440125301303260101 (建築工程施工許可證編號 440125301303260101) dated 26 March, 2013, the construction unit is permitted to build 140,973 sq. m. of gross floor area on the land at a total construction cost of RMB180,000,000. The contractual commencement date is 30 September, 2012 and the completion date is 30 March, 2014.
We have relied on all the information as provided to us by the Group and we have prepared our valuation on the following basis:-
i) The Group is in possession of a legal title to the property and is entitled to transfer, lease or mortgage the property with the residual term of the land use right at no additional premium or other costs payable to the government.
ii) All land and other premium as well as other costs relating to the provision of utilities and ancillary services have been or will be completely settled.
iii) Our valuation of the property is based on a land area or site area of 58,090.96 sq. m. and a total gross floor area of the residential units in the proposed apartment buildings of 58,484.76 sq. m., the duplex apartment units of 2,700 sq. m., the commercial units of 3,390 sq. m. and the houses of 13,901 sq. m. which are required to be valued. We are advised by the Group that the aforementioned respective gross floor areas are the correct areas upon which our valuation is based.
iv) Our valuation of the subject property which comprises the various residential and commercial units as mentioned in Note 6 (iii) above, is based on the assumption that the respective properties which are being constructed or will be constructed on the land, are capable of being transferred or assigned in the event of a transfer or assignment.
v) If stamp duty (RMB4,308,000) and interest (RMB3,527,327) are taken into account, the total cost of acquisition amounts to RMB151,435,327.
vi) We are advised that the total construction costs expended, as at the date of valuation, is RMB37,860,000.
vii) We are advised that the estimated total construction costs to complete the portion of the development which comprises the various residential and commercial units as mentioned in Note 6 (iii) above and which is the subject of this valuation, is RMB271,000,000.

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PROPERTIES VALUATION REPORT

viii) The design, construction and completion of the aforementioned proposed buildings will be in compliance with local planning regulations and will be approved by the relevant government authorities in due course.
ix) Our valuation of the property is based on a 100 per cent attributable interest in relation to the registered owner.
x) The property may be disposed of freely to purchasers within and outside the PRC.
The status of title of the property interest, as well as requisite approvals, consents, certificates, permits and licences relating to the development and use of the property interest in accordance with information provided to us by the Group are as follows:-

Auction Sale Notice of Zengcheng Municipal State-owned – obtained Construction Land Use Right – Zeng Guo Fang Gua Pai Gao Zi (2011) No. 17 State-owned Construction Land Use Right Sale Contract – signed – No. 440183-2011-000049 State-owned Land Use Certificate – obtained – Zeng Guo Yong (2013) Di GY000546 Hao Land Use Construction Planning Permit – obtained – Zeng Gui Di Zheng (2013) 004 Hao Construction Project Works Permit – obtained – No. 440125301303260101

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APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

The English version of this Appendix is an unofficial translation of its Chinese version prepared for reference only. In case of any discrepancy between the two versions, the Chinese version shall prevail.

Proposed amendments to the Articles are set out as follows:

ARTICLE 6 OF THE ARTICLES

“This Articles of Association is formulated by the Company in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “ Company Law ”), the Special Provisions of the State Council Concerning the Company Limited by Shares Issuing Shares and Seeking a Listing Outside the PRC (hereinafter referred to as the “ Special Provisional ”), the Essential Clauses for the Articles of Association of Companies Seeking a Listing Outside the PRC (hereinafter referred to as the “ Essential Clauses ”) and other relevant State laws and administrative regulations, a general meeting of shareholders was held on November 20, 2012, to modify the Articles of Association (original Articles of Association) which were approved by the Company’s inaugural meeting on July 1, 1999 and revised on February 12, 2009, and to formulate this Articles of Association.”

shall be amended as

ARTICLE 18 OF THE ARTICLES

“Shares issued by the Company to domestic investors for subscription in Renminbi shall be referred to as “Domestic-Invested Shares”. Shares issued by the Company to foreign investors for subscription in foreign currencies shall be referred to as “Foreign-Invested Shares”. Foreign-Invested Shares which are listed overseas are called “Overseas-Listed Foreign-Invested Shares”.

The foreign currencies referred to in the preceding paragraph mean the legal currencies (apart from Renminbi) of other countries or districts which are recognized by the foreign exchange control authority of the State and can be used to pay the Company for the share price.

(Article 14 of the Essential Clauses)”

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APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

shall be amended as

“Shares issued by the Company to investors inside the People’s Republic of China and to be subscribed for in Renminbi shall be referred to as “Domestic-Invested Shares”. Shares issued by the Company to investors outside the People’s Republic of China and to be subscribed for in foreign currency shall be referred to as “Foreign-Invested Shares”. Foreign Invested Shares listed overseas shall be referred to as “Overseas-Listed Foreign-Invested Shares”. Both the shareholders of the Domestic-Invested Shares and the shareholders of the Overseas-Listed Foreign-Invested Shares are the shareholders of the ordinary shares, and shall enjoy the same rights and obligations.

Ordinary shares issued by the Company but not listed in the stock exchanges in or outside the People’s Republic of China referred to as non-listed shares. Subject to the approval from the securities regulatory authorities of the State Council, the non-listed shares can be listed and traded on the overseas stock exchanges and converted to Overseas-Listed Foreign-Invested Shares. The listing and trading of non-listed shares and the conversion of the non-listed shares into Overseas-Listed Foreign-Invested Shares on the overseas stock exchanges shall also comply with the requirements of the Company Law and the Securities Law of the People’s Republic of China and the relevant domestic legal requirements as well as the regulatory procedures, regulations and requirements prescribed by the relevant overseas stock exchanges.

No general meeting or class shareholders’ meeting is required to be held for voting on the listing and trading of non-listed shares on the overseas stock exchanges and the conversion of non-listed shares into Overseas Listed Foreign Invested Shares. The Overseas-Listed Foreign-Invested Shares to be converted from the non-listed shares shall be as the same class of the existing Overseas-Listed Foreign- Invested Shares.

(Article 14 of the Essential Clauses)”

ARTICLE 92 OF THE ARTICLES

(Article 79 of the Essential Clauses)”

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APPENDIX III PROPOSED AMENDMENTS TO THE ARTICLES

shall be amended as

“Rights conferred on any class of shareholders in the capacity of shareholders (“ class rights ”) may not be varied or abrogated unless approved by a special resolution of shareholders in general meeting and by holders of shares of that class at a separate meeting conducted in accordance with Articles 91 and 95 to 97, except for the case of the conversion of non-listed shares into Overseas Listed oreign-Invested Shares set out in Clause 3 and 4 of Article 18 herein.

(Article 79 of the Essential Clauses)”

– III-3 –

APPENDIX IV

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors’, Chief Executives’ and Supervisors’ Interests and short position in the securities of the Company

As at the Latest Practicable Date, the interests and short positions of the Directors, chief executives and supervisors of the Company in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the “ SFO ”)), which are required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they are taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) pursuant to the required standard of dealings by Directors and Supervisors as referred to in Appendix 10 to the Listing Rules to be notified to the Company and the Stock Exchange were as follows:

			Approximate
			percentage of
			total issued
			share capital
Name of		Number and class	of the
Director/Supervisor	Type of interests	of Shares held	Company
Mr. Ma Zhong Hong	Held by controlled	600,000,000	58.8%
	corporation	Domestic Shares
Ms. Qian Fang Fang	Beneficial owner	132,000 H-Shares	0.031%

Save as disclosed in the above paragraph, as at the Latest Practicable Date, none of the directors, chief executives and supervisors of the Company had interests or short positions in any securities of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which are required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they are taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) pursuant to the

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APPENDIX IV

GENERAL INFORMATION

required standard of dealings by Directors and Supervisors as referred to in Appendix 10 to the Listing Rules to be notified to the Company and the Stock Exchange.

(b) Substantial Shareholders and other person’s interests and short position in the Shares, underlying Shares and securities of the Company

As at the Latest Practicable Date, so far as was known to the Directors or the chief executive of the Company, the following persons (other than Director or chief executive of the Company) had, an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or, who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstance at general meetings of any other member of the Company (if any) or had any options in respect of such capital:

			Percentage of
			total issued
	Beneficial owners	Shares	share capital
1	Shenzhen Jinma Asset	600,000,000	58.80%
	Management Company	domestic shares
	Limited (i.e. Shenzhen
	Jinma)
2	Ma Zhong Hong (note 1)	600,000,000	58.80%
		domestic shares
3	Lin Wei Cheng (note 2)	600,000,000	58.80%
		domestic shares
4	HKSCC Nominees Limited	418,491,200 H shares	41.01%
	(note 3)	(listed shares)

Notes:

Ma Zhong Hong is a PRC legal person who holds 90% equity interests in Shenzhen Jinma. Pursuant to Section 316 of the SFO, Ma Zhong Hong is also deemed to be interested in the underlying shares of the Company held by Shenzhen Jinma.
Lin Wei Cheng is a PRC legal person who holds 10% equity interests in Shenzhen Jinma. Pursuant to Section 316 of the SFO, Lin Wei Cheng is also deemed to be interested in the underlying shares of the Company held by Shenzhen Jinma.
As notified by HKSCC Nominees Limited, as at 31 August 2013, the following participants of CCASS had interests amounting to 5.00% or more of the total issued H shares of the Company as shown in the securities accounts in CCASS:
(1) Bank of China (Hong Kong) Limited as nominee holds 53,218,000 H shares, representing 12.65% of the issued H shares of the Company.

– IV-2 –

APPENDIX IV

GENERAL INFORMATION

(2) The Hongkong and Shanghai Banking Corporation Limited as nominee holds 46,855,000 H shares, representing 11.14% of the issued H shares of the Company.
(3) Prudential Brokerage Limited as nominee holds 26,480,000 H shares, representing 6.29% of the issued H shares of the Company.

Save as aforesaid, as at the Latest Practicable Date, so far as was known to the Directors, no person had any interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Company (if any) or who had any option in respect of such capital.

3. INTERESTS IN GROUP’S ASSETS, CONTRACT OR ARRANGEMENT SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date, none of the Directors or supervisors of the Company had any direct or indirect interests in any assets which have since 31 December 2012 (being the date to which the latest published audited accounts of the Company were made up) been acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors or supervisors of the Company was materially interested in any contract or arrangement subsisting which was significant in relation to the business of the Group.

– IV-3 –

APPENDIX IV

GENERAL INFORMATION

4. SERVICE CONTRACTS

The existing service contracts between the Company and the Directors will be expired on the date of the annual general meeting of the Company to be held in 2015, save for those entered between, Mr. Wei Jie Sheng and Ms. Zhang Lei Lei and the Company and whose terms will be expiring on 11 February 2015. Fixed remuneration of the Directors as set out in their respective existing service contract with the Company are as follows:

Director	Annual emoluments (Note)
	(RMB)
Mr. Ma Zhong Hong	100,000
Mr. Deng Xiao Gang	100,000
Mr. Chau Ngai Ming	100,000
Mr. Huang Zhen Kun	30,000
Mr. Yu Guan Jian	120,000
Mr. Wei Jie Sheng	30,000
Ms. Zhang Lei Lei	30,000
Mr. Wong Kai Tat	120,000

Note: According to the existing service agreements entered into between the Directors and the Company, apart from the fixed remuneration payable under the service agreements, the executive Directors might also be entitled to a management bonus in respect of each financial year of the Company in an amount to be determined by the Board with reference to the overall business performance of the Company and the performance of the executive Directors. However, the total amount of management bonus issued to the executive Directors and members of the core management shall not be more than 10% of the audited net profit (after taxation and minority interest) of the Group for that financial year.

Save as disclosed above, none of the Directors had entered or proposed to entered into other service contracts with any member of the Group.

5. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

To the best knowledge of the Directors, none of the Directors or their respective associates (within the meaning of the Listing Rules) had any interests in any business which competed or might compete with the business of the Group as at the Latest Practicable Date.

– IV-4 –

APPENDIX IV

GENERAL INFORMATION

6. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business carried on or intended to be carried on by the Company or any of its subsidiaries) had been entered into by the Company within the two years preceding the Latest Practicable Date and are or may be material:

(i) The Disposal Agreement;
(ii) the conditional placing agreement entered into between the Company and the placing agent on 29 May 2013 pursuant to which the placing agent has conditionally agreed to procure not less than six placees, on a best efforts basis, to subscribe for and purchase of no more than 84,080,000 new H Shares;
(iii) the conditional sale and purchase agreement dated 21 September 2012 entered into between Beijing Mingyude Business and Trade Company Limited (北京明裕德商貿有限公司) (as vendor) and Shenzhen Jinma Asset Management Company Limited (深圳市金馬資產管理有限公司) (as purchaser) in relation to the sale and purchase of 600,000,000 Domestic Shares;
(iv) the disposal agreement dated 13 June 2012 entered into between Xinjiang Dingxin Huayu Equity Investment Company Limited (新疆鼎新華域股權投資有限公司) and Xinjiang Shengshi Xintian Equity Investment Company Limited (新疆盛世新天股權投資有限公司) as the purchasers and the Company as the vendor in relation to the disposal of the entire equity interests and the shareholder’s loan of Beijing ShenFa Property Management Company Limited* (北京瀋發物業管理有限公司) at a consideration of RMB150 million;
(v) the acquisition agreement dated 17 May 2012 entered into between Zhongtou Chuangye (Beijing) Investment Holdings Company Limited (中投創業（北京）投資控股有限公司) and Shenzhen Zhongzhan Chuangzhan Investment Development Company Limited (深圳市中展創展投資發展有限公司) as the vendors and the Company as the purchaser in relation to the acquisition of 90% equity interests and the shareholder’s loan of Guangzhou Zhongzhan Investment Holdings Company Limited* (廣州市中展投資控股有限公司) at a consideration of RMB115 million.

7. LITIGATION

As at the Latest Practicable Date, the Company was not engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance is known to the Directors to be pending or threatened against the Company.

– IV-5 –

APPENDIX IV

GENERAL INFORMATION

8. QUALIFICATIONS AND CONSENT OF EXPERTS

The following is the qualification of the each of the experts who has given its opinion or advice which is contained in circular:

Name Qualifications Chung, Chan & Associates independent professional valuer

Chung, Chan & Associates has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and/or references to its name in the form and context in which they appear.

As at the Latest Practicable Date, Chung, Chan & Associates was not beneficially interested in the share capital of the Company nor did it has any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in the Company nor did it have any interest, either direct or indirect, in any asset which has been, since the date to which the latest published audited consolidated financial statements of the Company were made up, acquired, disposed of by or leased to or are proposed to be acquired or disposed of by or leased to the Company.

9. CONTINGENT LIABILITIES

Save as disclosed in the paragraph headed “Statement of Indebtedness” in Appendix I to this circular, the Directors were not aware of any material changes in respect of the indebtedness or other contingent liabilities of the Group since 31 December 2012.

10. MISCELLANEOUS

(i) The registered address of the Company is at No.1-4, 20A, Central Street, Shenyang Economic and Technological Development Zone, the PRC.
(ii) The principal place of business of the Company in the PRC is at 2nd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC.
(iii) The principal place of business of the Company in Hong Kong is at 3rd Floor, Alliance Building, 130-136 Connaught Road Central, Hong Kong.
(iv) The H-Share registrar and transfer office of the Company in Hong Kong is Hong Kong Registrars Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.
(v) The Company Secretary of the Company is Mr. Wu Tai Cheung. Mr. Wu is a member of The Hong Kong Insitute of Certified Public Accountants and the Hong Kong Institue of Chartered Secretaries respectively.

– IV-6 –

APPENDIX IV

GENERAL INFORMATION

(vi) Unless otherwise stated, in the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours from 9:00 a.m. to 5:00 p.m. (other than Saturdays, Sundays and public holidays) at 27/F., Fortis Tower, 77-79 Gloucester Road, Wanchai, Hong Kong and on the Company website at www.747kingma.com during normal business hours on any business day from the date of this circular up to and including the date of EGM:

(i) the memorandum and articles of association of the Company;
(ii) the “Letter from the Board”, the text of which is set out on pages 4 to 11 of this circular;
(iii) the letter, summary of value and valuation certificate prepared by Chung, Chan & Associates, the text of which is set out in Appendix II to this circular;
(iv) the written consents referred to in the section headed “Qualifications and Consent of Experts” in this Appendix;
(v) the annual reports of the Company for the two years ended 31 December 2011 and 2012;
(vi) the interim report of the Company for the six months ended 30 June 2013;
(vii) the material contracts referred to in the section headed “Material Contracts” in this Appendix; and
(viii) the service contracts referred to in the section headed “Service Contracts” in this Appendix.

– IV-7 –

NOTICE OF DOMESTIC SHAREHOLDERS CLASS MEETING

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)

NOTICE IS HEREBY GIVEN that the class meeting (the “ Domestic Shareholders Class Meeting ”) of holders of domestic shares (“ Domestic Shareholders ”) of Shenyang Public Utility Holdings Company Limited (“ Company ”) will be held at Conference room, 3rd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC on Wednesday, 9 October 2013 at 2:00 p.m. for the purpose of considering and, if thought fit, passing the following special resolution of the Domestic Shareholders. Unless the context otherwise requires, the terms defined in the announcement of the Company dated 20 August 2013 shall have the same meaning herein.

SPECIAL RESOLUTION

“ THAT
(a) subject to the required approval or endorsement from or registration with the relevant regulatory authorities in the PRC, the proposed amendments to the Articles (details of which is set out in the announcement of the Company dated 20 August 2013) be and are hereby approved and confirmed;
(b) the Board be and is hereby authorised to apply, register and filing, for and on behalf of the Company to obtain relevant approvals and all ancillary matters relating thereto to effect the proposed amendments of the Articles.”

By Order of the Board Shenyang Public Utility Holdings Company Limited Ma Zhong Hong

Chairman

Shenyang, the PRC 22 August 2013

– EGM-1 –

NOTICE OF DOMESTIC SHAREHOLDERS CLASS MEETING

Note:

A member of the Company (“ Member ”) entitled to attend and vote at the Domestic Shareholders Class Meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need not be a Member. In the case of joint holders of any Share, only the person whose name appears first in the register of Members shall be entitled to receive this notice, to attend and exercise all the voting powers attached to such Share at the Domestic Shareholders Class Meeting, and this notice shall be deemed to be given to all joint holders of such Share.
To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Company’s office at 2nd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC not later than 24 hours before the time appointed for holding the Domestic Shareholders Class Meeting or the time appointed for passing the resolution or any adjournment thereof. Delivery of the form of proxy shall not preclude a Member holding Domestic Shares from attending and voting in person at the Domestic Shareholders Class Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
The registration in the register of Members will be closed from 8 September 2013 to 9 October 2013, both days inclusive, during which period no transfer of shares of the Company will be effected. Domestic Shareholders of the Company whose names appear on the register of Members on 7 September 2013 will be entitled to attend the Domestic Shareholders Class Meeting.
Whether or not Domestic Shareholders of the Company intend to attend the Domestic Shareholders Class Meeting, they are requested to complete the enclosed reply slip for the Domestic Shareholders Class Meeting and return it, by hand or by post, to the Company’s office at 2nd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC on or before 20 September 2013.
Domestic Shareholders or their proxies attending the Domestic Shareholders Class Meeting shall produce their identification documents.

– EGM-2 –

NOTICE OF H SHAREHOLDERS CLASS MEETING

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)

NOTICE IS HEREBY GIVEN that the class meeting (the “ H Shareholders Class Meeting ”) of holders of H shares (“ H Shareholders ”) of Shenyang Public Utility Holdings Company Limited (“ Company ”) will be held at Conference room, 3rd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC on Wednesday, 9 October 2013 at 2:30 p.m. (or the time immediately after the conclusion of the Class Meeting for holders of Domestic Shares to be held on the same date at 2:00 p.m. (or any adjournment thereof)) for the purpose of considering and, if thought fit, passing the following special resolution of H Shareholders. Unless the context otherwise requires, the terms defined in the announcement of the Company dated 20 August 2013 (“ Circular ”) shall have the same meaning herein.

SPECIAL RESOLUTION

“ THAT
(a) subject to the required approval or endorsement from or registration with the relevant regulatory authorities in the PRC, the proposed amendments to the Articles (details of which is set out in the announcement of the Company dated 20 August 2013) be and are hereby approved and confirmed;
(b) the Board be and is hereby authorised to apply, register and filing, for and on behalf of the Company to obtain relevant approvals and all ancillary matters relating thereto to effect the proposed amendments of the Articles.”

By Order of the Board Shenyang Public Utility Holdings company Limited Ma Zhong Hong

Chairman

Shenyang, the PRC 22 August 2013

– EGM-3 –

NOTICE OF H SHAREHOLDERS CLASS MEETING

Note:

A member of the Company (“ Member ”) entitled to attend and vote at the H Shareholders Class Meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need not be a Member. In the case of joint holders of any Share, only the person whose name appears first in the register of Members shall be entitled to receive this notice, to attend and exercise all the voting powers attached to such Share at the H Shareholders Class Meeting, and this notice shall be deemed to be given to all joint holders of such Share.
To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Company’s H share registrar, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 24 hours before the time appointed for holding the H Shareholders Class Meeting or the time appointed for passing the resolution or any adjournment thereof. Delivery of the form of proxy shall not preclude a Member holding H Shares from attending and voting in person at the H Shareholders Class Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
The registration in the register of Members will be closed from 8 September 2013 to 9 October 2013, both days inclusive, during which period no transfer of shares of the Company will be effected. For the identification of Members who are qualified to attend and vote at the H Shareholders Class Meeting, all transfer documents accompanied by the relevant H share certificates must be lodged with the Company’s H share registrar, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 6 September 2013. H shareholders of the Company whose names appear on the register of Members on 6 September 2013 will be entitled to attend the H Shareholders Class Meeting.
Whether or not H Shareholders intend to attend the H Shareholders Class Meeting, they are requested to complete the enclosed reply slip for the H Shareholders Class Meeting and return it, by hand or by post, to the Company’s H share registrar, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before 20 September 2013.
H Shareholders or their proxies attending the H Shareholders Class Meeting shall produce their identification documents.

– EGM-4 –

NOTICE OF EGM

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)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of all shareholders (“ Shareholders ”) of Shenyang Public Utility Holdings Company Limited (“ Company ”) will be held at Conference room, 3rd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC on Wednesday, 9 October 2013 at 3:00 p.m. (or the time immediately after the conclusion of the Class Meeting for holders of H Shares to be held on the same date that is to take place immediately after the conclusion of the Class Meeting for holders of Domestic Shares to be held on the same date at 2:00 p.m. (or any adjournment thereof)) for the purpose of considering and, if thought fit, passing the following resolutions of the Shareholders. Unless the context otherwise requires, the terms defined in the announcements of the Company dated 13 August 2013 and 20 August 2013 respectively shall have the same meaning herein.

SPECIAL RESOLUTION

“ THAT
(a) subject to the required approval or endorsement from or registration with the relevant regulatory authorities in the PRC, the proposed amendments to the Articles (details of which is set out in the announcement of the Company dated 20 August 2013) be and are hereby approved and confirmed;
(b) the Board be and is hereby authorised to apply, register and filing, for and on behalf of the Company to obtain relevant approvals and all ancillary matters relating thereto to effect the proposed amendments of the Articles.”

ORDINARY RESOLUTION

“ THAT
(a) the disposal agreement (“ Disposal Agreement ”) dated 13 August 2013 entered into between the Company as the vendor and Shenzhen Chengxin Xingye Trading Company Limited 深圳市誠信興業貿易有限公司 as the purchaser in relation to the disposal of the entire equity interests of Guangzhou Zhongzhan Investment Holdings Company Limited (廣州市中展投資控股有限公司), (a copy of which has been produced to the EGM marked “B” and signed by the chairman of the EGM for the purpose of identification) and the transactions contemplated thereunder, be and are hereby approved and confirmed; and

– EGM-5 –

NOTICE OF EGM

(b) any one or more of the Directors be and is/are hereby authorized to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary desirable or expedient to carry and implement the Disposal Agreement and all the transactions contemplated thereunder.”

By Order of the Board Shenyang Public Utility Holdings Company Limited Ma Zhong Hong Chairman

Shenyang, the PRC 22 August 2013

Note:

A member of the Company (“ Member ”) entitled to attend and vote at the EGM is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need not be a Member. In the case of joint holders of any Share, only the person whose name appears first in the register of Members shall be entitled to receive this notice, to attend and exercise all the voting powers attached to such Share at the EGM, and this notice shall be deemed to be given to all joint holders of such Share.
To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Company’s H share registrar, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, and in case of holders of Domestic shares, with the Company’s office at 2nd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC not later than 24 hours before the time appointed for holding the EGM or the time appointed for passing the resolutions or any adjournment thereof. Delivery of the form of proxy shall not preclude a Member from attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
The registration in the register of Members will be closed from 8 September 2013 to 9 October 2013, both days inclusive, during which period no transfer of shares of the Company will be effected. For the identification of Members who are qualified to attend and vote at the EGM, all transfer documents accompanied by the relevant H share certificates must be lodged with the Company’s H share registrar, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 6 September 2013. Shareholders whose names appear on the register of Members on 6 September 2013 will be entitled to attend the EGM.
Whether or not H Shareholders intend to attend the EGM, they are requested to complete the reply slip for the EGM and return it, by hand or by post, to the Company’s H share registrar, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before 20 September 2013.
Whether or not Domestic Shareholders intend to attend to the EGM, they are requested to complete the reply slip for the EGM and return it, by hand or by post, to the Company’s office at 2nd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC on or before 20 September 2013.
Shareholders or their proxies attending the EGM shall produce their identification documents.

– EGM-6 –

AI assistant

CMON Limited — Proxy Solicitation & Information Statement 2013

50172_rns_2013-09-24_371ba4d9-7c82-4e8a-a17d-f407f793400e.pdf

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)

MAJOR DISPOSAL AND PROPOSED AMENDMENTS TO THE ARTICLES

Financial Adviser to the Company

Karl Thomson Financial Advisory Limited

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

(Stock code: 747)

To the Shareholders

MAJOR DISPOSAL AND PROPOSED AMENDMENTS TO THE ARTICLES

INTRODUCTION

(1) THE DISPOSAL

THE DISPOSAL AGREEMENT

Date

Parties

Consideration and payment terms

Asset to be disposed of

Conditions precedent

Completion

Termination

INFORMATION OF THE DISPOSAL COMPANY

FINANCIAL IMPACT ON THE GROUP AS A RESULT OF DISPOSAL

USE OF PROCEEDS

REASONS FOR AND BENEFITS OF THE DISPOSAL

LISTING RULES IMPLICATION OF THE DISPOSAL

(2) PROPOSED AMENDMENTS TO THE ARTICLES

EGM AND CLASS MEETINGS

BOOK CLOSURE PERIOD

LETTER FROM THE BOARD

RECOMMENDATION

ADDITIONAL INFORMATION

STATEMENT OF INDEBTEDNESS

Other borrowings

Disclaimer

WORKING CAPITAL

FINANCIAL AND TRADING PROSPECT OF THE GROUP

(1) Infrastructure construction business

(2) Real estate development business

Business Prospects

VALUATION CERTIFICATE

Description and tenure

Property

Property

Description and tenure

Property

Description and tenure

Commencement and Completion of Works Requirements

Construction of the Government Resettlement Homes

Construction of Urban Facilities Requirements

Transfer, Lease and Mortgage of the State-owned Construction Land Use Right

Expiration of the Lease Term

Breach of Contractual Obligations

ARTICLE 6 OF THE ARTICLES

shall be amended as

ARTICLE 18 OF THE ARTICLES

shall be amended as

ARTICLE 92 OF THE ARTICLES

shall be amended as

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(a) Directors’, Chief Executives’ and Supervisors’ Interests and short position in the securities of the Company

(b) Substantial Shareholders and other person’s interests and short position in the Shares, underlying Shares and securities of the Company

3. INTERESTS IN GROUP’S ASSETS, CONTRACT OR ARRANGEMENT SIGNIFICANT TO THE GROUP

4. SERVICE CONTRACTS

5. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

6. MATERIAL CONTRACTS

7. LITIGATION

8. QUALIFICATIONS AND CONSENT OF EXPERTS

9. CONTINGENT LIABILITIES

10. MISCELLANEOUS

11. DOCUMENTS AVAILABLE FOR INSPECTION

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

SPECIAL RESOLUTION

By Order of the Board Shenyang Public Utility Holdings Company Limited Ma Zhong Hong

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)

SPECIAL RESOLUTION

By Order of the Board Shenyang Public Utility Holdings company Limited Ma Zhong Hong

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

(Stock code: 747)

CMON Limited Proxy Solicitation & Information Statement 2013