CMON Limited — Proxy Solicitation & Information Statement 2014

Jan 16, 2014

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)

(1) PROPOSED APPOINTMENT OF DIRECTOR AND SUPERVISORS; (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND

(3) NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING FOR 2014

A letter from the Board is set out on pages 3 to 5 of this circular.

A notice convening the first extraordinary general meeting for 2014 of the Company to be held at the Conference room, 3rd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC at 3:00 p.m. on Monday, 3 March 2014 is set out on pages 9 to 10 of this circular. Whether or not you are able to attend such meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s H share registrar, the Hong Kong Registrars Limited, at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders) or the Company’s principal place of business at 2/F, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC (for Domestic Shareholders) as soon as possible and in any event not less than 24 hours before the time appointed for holding such meeting or any adjourned meeting (as the case may be).

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

16 January 2014

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
Appendix I	– Biographical Details of Proposed Director and
	Supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II	– Proposed Amendments to the Articles . . . . . . . . . . . . . . .	8
**Notice of the **	First Extraordinary General Meeting for 2014 . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

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

• “Articles” the articles of association of the Company

• “Board” the board of Directors

• “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

• “Company Law” Company Law of the PRC

• “Directors” directors of the Company

• “Domestic Share(s)”

• ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for in RMB by PRC nationals and/or PRC incorporated entities

• “EGM” an extraordinary general meeting of the Shareholders proposed to be held on 3 March 2014 for the purpose of considering and, if thought fit, approve the appointment of director and supervisors and proposed amendments to the Articles

• “Essential Clauses”

• the essential clauses for the articles of association of the PRC companies seeking a listing outside the PRC

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “H Share(s)”

• overseas listed foreign ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, all of which are listed on the main board of the Stock Exchange, and subscribed for and traded in Hong Kong dollars

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• For identification purposes only

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DEFINITIONS

“PRC” the People’s Republic of China, which for the purpose of this circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “Share(s)” Domestic Shares and/or H Shares (as the case may be) “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “RMB” Renminbi, the lawful currency of the PRC “%” per cent.

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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 Technological Development Zone, Non-executive Directors: the PRC Mr. Huang Zhen Kun Ms. Zhang Lei Lei Principal place of business in the PRC: 14/F., Jinmao International Apartment, Independent Non-executive Directors: No. 1 Xiao Dong Road, Mr. Wong Kai Tat Da Dong District, Shenyang, Mr. Yu Guan Jian the PRC Mr. Wei Jie Sheng Principal place of business in Hong Kong: 3rd Floor, Alliance Building, 130–136 Connaught Road Central, Hong Kong

16 January 2014

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED APPOINTMENT OF DIRECTOR AND SUPERVISORS; (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND

(3) NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING FOR 2014

INTRODUCTION

The purpose of this circular is to provide you with the notice of the EGM and the further information regarding the resolutions to be proposed at the EGM in relation to (i) the proposed appointment of director and supervisors; and (ii) the proposed amendments to the Articles, so that you may make informed decisions on such resolutions at the EGM.

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LETTER FROM THE BOARD

(I) PROPOSED APPOINTMENT OF DIRECTOR AND SUPERVISORS

The Board resolved to nominate (i) Mr. Yin Zong Chen (“ Mr. Yin ”) as a non-executive director of the fifth session of the board of directors of the Company; (ii) Ms. Song Ting Ting (“ Ms. Song ”) as a supervisor of the fifth session of the Supervisory Committee of the Company; and (iii) Mr. Tang Xian Hua (“ Mr. Tang ”) as a supervisor of the fifth session of the Supervisory Committee of the Company at the EGM. Under the Articles of the Company, Shareholders’ approval at the general meeting is required for the appointment of director and supervisors.

Upon the appointment of Mr. Yin, Ms. Song and Mr. Tang being approved by the Shareholders of the Company on the EGM, each of them will enter into a service contract with the Company. The terms of office of Mr. Yin, Ms. Song and Mr. Tang will be from the date of their appointments being approved at the EGM until the date of an annual general meeting of the Company for the financial year ending 31 December 2014 to be convened in 2015. Their respective remunerations as non-executive director and supervisors will be determined by the Remuneration Committee of the Company with reference to their duties and responsibility in the Company and the market benchmark.

The biographical details of the above proposed director and supervisors are set out in appendix I to this circular.

(II) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board proposed to make certain amendments to the Articles in relation to, the Supervisory Committee in order to bring the Articles in line with the Company Law.

Details regarding the proposed amendments to the Articles are set out in appendix II to this circular. The proposed amendments to the Articles are subject to the passing of the special resolution by the Shareholders at the EGM 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.

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

As required by the Articles and the relevant PRC laws and regulations, the EGM will be held to approve (i) the proposed appointment of director and supervisors by way of ordinary resolutions and (ii) the proposed amendments to the Articles by way of special resolutions respectively. A notice convening the EGM with the resolutions, among other matters, is set out on page 9 to page 10 in this circular.

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LETTER FROM THE BOARD

Whether or not the Shareholders are able to attend the meeting or any adjourned meeting, they are requested to complete the form of proxy and return it to the Company’s H share registrar in Hong Kong, the Hong Kong Registrars Limited at Rooms 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders only) or the Company’s office at 2nd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC (for the Domestic Shareholders only) as soon as possible and in any event not later than 24 hours before the time of the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting at the meeting or at any adjourned meeting should they wish to do so.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the EGM. The resolutions proposed to be approved at the EGM will be taken by poll and an announcement regarding the poll results of the EGM will be made by the Company after the EGM.

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 Company. 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.

RECOMMENDATION

The Board considers that the proposed appointment of director and supervisors 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 resolutions to be proposed at the EGM.

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

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APPENDIX I BIOGRAPHICAL DETAILS OF PROPOSED DIRECTOR AND SUPERVISORS

The biographical details of the proposed director and supervisors are set out as follows:

Biography of Mr. Yin

Yin Zong Chen, 50, graduated from Harbin Institute of Technology (哈爾濱工業大學) with a master degree in Architecture and Civil Engineering Professional. Since 1997 to 2003, Mr. Yin had successively held positions as the general manager, deputy secretary of the party general branch and senior engineer in Shenzhen Shen An Enterprises Limited Company (深圳市深安企業有限公司). From 2003 to 2007, Mr. Yin had successively held positions as the director, general manager and senior engineer in Shenzhen Pan-China Group Company Limited (“Pan-China Group”) (深圳泛華工程集團有限公司). During his tenure of service in Pan-China Group, he has achieved the qualification as a national registered constructor and registered supervision engineer. From 2009 to 2011, Mr. Yin has successively held positions as the deputy general manager and responsible officer of the contracting division in Shenzhen Construction (Group) Company Limited (深圳市建設(集 團)有限公司). He is currently served as the deputy president in Shenzhen Jinma Holding (Group) Company Limited (深圳市金馬控股集團有限公司). Mr. Yin has over 20 years’ experience in architecture, civil engineering and infrastructure construction.

Biography of Ms. Song

Song Ting Ting, 34, graduated from School of Business and Administration of Shenyang University (瀋陽大學工商管理學院) with a bachelor’s degree in Accounting. Ms. Song is an Intermediate Accountant in the PRC. From 2002 to 2003, Ms. Song worked in Shenyang Gao Yi Air-Conditioning Engineering Company Limited (瀋陽高逸空調工程有限 公司). Ms. Song joined the Group and has worked in the finance department of the Company since October 2003. She has extensive experience in accounting practices, financial management, audit and corporate evaluation.

Biography of Mr. Tang

Tang Xian Hua, 44, graduated from Beijing Normal University (北京師範大學) with a bachelor’s degree in Chinese Language. From 2005 to 2008, Mr. Tang had successively held positions as head of the office and secretary of the board in Shenzhen An Ye Property Holdings Limited (深圳市安業地產控股有限公司). From 2009 to 2011, Mr. Tang served as the chief executive officer in Tianjin Zhong Fang Yong Yang Real Estate Development Company Limited (天津中房雍陽置業發展有限公司). Currently, Mr. Tang works as the deputy general manager of the president business office in Shenzhen Jinma Holdings Group Limited (深圳市金馬控股集團有限公司). Mr. Tang has profound experience in administrative management, human resources management as well as corporate governance.

None of Mr. Yin, Ms. Song and Mr. Tang has any interest, deemed interest or short positions in any 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).

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APPENDIX I BIOGRAPHICAL DETAILS OF PROPOSED DIRECTOR AND SUPERVISORS

Save as disclosed above, none of Mr. Yin, Ms. Song and Mr. Tang held any other positions in the Company or any of its subsidiaries, or any directorship in other listed companies in the last three years, or has any relationships with any directors, senior management members and substantial shareholders of the Company. There is no information relating to Mr. Yin, Ms. Song and Mr. Tang that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Save as disclosed above, there is no other matter in relation to the appointment of them that needs to be brought to the attention of the shareholders.

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APPENDIX II 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.

The existing Articles 119, 120 and 124 will be amended as follows:

Article 119 “The supervisory committee shall be composed of 3 supervisors. The term of office of supervisors shall be three (3) years renewable upon re-election and re-appointment. The supervisory committee shall have one chairman who is subject to election or removal with the consent of over two-thirds of the members of the supervisory committee. The term of office of the chairman shall be three (3) years renewable upon re-election and re-appointment.

(Article 104 of the Essential Clauses)”

Article 120 “The supervisory committee shall comprise of 2 representatives of shareholders who shall be elected or removed by the shareholders in general meeting and 1 representative of staff and workers of the Company who shall be elected or removed democratically by the staff and workers.

(Article 105 of the Essential Clauses)”

Article 124 “The decisions of the supervisory committee shall be made by the affirmative vote of two-thirds or more of the supervisors.

(Article 109 of the Essential Clauses)”

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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR 2014

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 first extraordinary general meeting (“ EGM ”) for 2014 of Shenyang Public Utility Holdings Company Limited (the “ Company ”) will be held at Conference room, 3rd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the People’s Republic of China at 3:00 p.m. on 3 March 2014 (Monday) for the following purposes:

• I. BY WAY OF ORDINARY RESOLUTIONS

• To consider and approve the appointment of Mr. Yin Zong Chen (“ Mr. Yin ”) as a non-executive director of the fifth session of the board of directors of the Company;

• To consider and approve the appointment of Ms. Song Ting Ting (“ Ms. Song ”) as supervisor of the fifth session of the supervisory committee of the Company;

• To consider and approve the appointment of Mr. Tang Xian Hua (“ Mr. Tang ”) as supervisor of the fifth session of the supervisory committee of the Company;

• To authorize the board of directors to fix the remuneration of the proposed director and supervisors, Mr. Yin, Ms. Song and Mr. Tang respectively.

II. BY WAY OF SPECIAL RESOLUTION

1. “ THAT

2. (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 of association of the Company (the “ Articles ”) (details of which is set out in the appendix II of the circular of the Company dated 16 January 2014) be and are hereby approved and confirmed;

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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR 2014

• (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, 16 January 2014

Notes:

1. 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.

2. 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 the Domestic Shareholders, 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.

3. The registration in the register of Members will be closed from 31 January 2014 to 3 March 2014, 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 30 January 2014. Shareholders whose names appear on the register of Members on 30 January 2014 will be entitled to attend the EGM.

4. 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 10 February 2014.

5. 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 10 February 2014.

6. Shareholders or their proxies attending the EGM shall produce their identification documents.

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