CMON Limited — Proxy Solicitation & Information Statement 2018

May 11, 2018

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 AMENDMENTS TO THE ARTICLES; (2) RESIGNATION OF DIRECTORS AND PROPOSED APPOINTMENT OF DIRECTORS; (3) GENERAL MANDATE TO ISSUE SHARES;

(4) PROPOSED ISSUANCE OF CORPORATE BONDS; AND

(5) NOTICE OF ANNUAL GENERAL MEETING FOR 2017

A letter from the Board is set out on pages 3 to 8 of this circular.

A notice convening the annual general meeting for 2017 of the Company to be held at conference room, 3rd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC at 10:00 a.m. on 28 June 2018 is set out on pages 15 to 20 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 holders of H Shares) or the Company’s office at 2nd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC (for the holders of Domestic Shares) 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.

11 May 2018

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I — Proposed Amendments to the Articles. . . . . . . . . . . . . . . . . . .	9
Appendix II — Biographical Details of Proposed Directors . . . . . . . . . . . . . .	12
Notice of the Annual General Meeting for 2017. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

• “AGM”

an annual general meeting of the Company for the financial year ended 31 December 2017 to be convened and held at the conference room, 3rd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC at 10:00 a.m. on 28 June 2018

• “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

• “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

• “General Mandate” a new general mandate to issue Domestic Shares and H Shares representing up to the limit of 20% of each of the aggregate nominal values of Domestic Shares and H Shares of the Company in issue respectively on the date of passing the relevant resolution

• “Group” the Company and its subsidiaries

• “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

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC

• For identification purposes only

– 1 –

DEFINITIONS

“Latest Practicable Date” 11 May 2018, being the latest practicable date prior to the printing of this circular for as ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “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:

Mr. Zhang Jing Ming (Chairman) Mr. Deng Xiao Gang (Chief Executive Officer) Mr. Huang Zhen Kun

Registered office: No. 1–4, 20A, Central Street, Shenyang Economic and Technological Development Zone, the PRC

Non-Executive Directors:

Ms. Li Yu Xiang Mr. Yin Zong Chen

Independent Non-executive Directors:

Mr. Chan Ming Sun Jonathan Mr. He Qing Jia Ms. Gao Hong Hong

Principal place of business in the PRC: 14/F., Jinmao International Apartment, No. 1 Xiao Dong Road, Da Dong District, Shenyang, the PRC

Principal place of business in Hong Kong: Unit C, 21/F, Eton Building, 288 Des Voeux Road Central, Sheung Wan, Hong Kong 11 May 2018

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED AMENDMENTS TO THE ARTICLES;

(2) RESIGNATION OF DIRECTORS AND PROPOSED APPOINTMENT OF DIRECTORS; (3) GENERAL MANDATE TO ISSUE SHARES;

(4) PROPOSED ISSUANCE OF CORPORATE BONDS; AND

(5) NOTICE OF ANNUAL GENERAL MEETING FOR 2017

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LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide you with the notice of the AGM and the further information regarding the resolutions to be proposed at the AGM in relation to (i) the proposed amendments to the Articles; (ii) the resignation of Directors and proposed appointment of Directors; and (iii) granting the Directors the General Mandate and (iv) the proposed issuance of corporate bonds so that you may make informed decisions on such resolutions at the AGM.

(I) PROPOSED AMENDMENTS TO THE ARTICLES

The Board proposed to make certain amendments to the Articles in relation to, among other things, the change in structure of the Company’s share capital as a result from the disposal of shares by its controlling shareholder.

Details regarding the proposed amendments to the Articles are set out in Appendix I to this circular. The proposed amendments to the Articles are subject to the passing of the special resolution at the AGM by the Shareholders. 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.

(II) RESIGNATION OF DIRECTORS AND PROPOSED APPOINTMENT OF DIRECTORS

(i) Resignation of Directors

Mr. Huang Zhen Kun (“ Mr. Huang ”) has tendered his resignation letter to the Board to resign as an executive director of the Company due to personal reasons. The resignation of Mr. Huang is effective following the approval of the appointment of Mr. Leng as an executive Director on the AGM. Prior to the approval at the AGM, Mr. Huang will continue to perform his duties as an executive director of the Company. Mr. Huang confirmed that he has no disagreement with the Board and the Company and there is no other matter in relation to his resignation that needs to be brought to the attention to the Shareholders.

Ms. Li Yu Xiang (“ Ms. Li ”) has tendered her resignation letter to the Board to resign as a non-executive director of the Company and a member of Remuneration Committee due to personal reasons. The resignation of Ms. Li is effective following the approval of the appointment of Mr. Ye as a non-executive Director on the AGM. Prior to the approval at the AGM, Ms. Li will continue to perform her duties as a non-executive director of the Company and a member of Remuneration Committee. Ms. Li confirmed that she has no disagreement with the Board and the Company and there is no other matter in relation to her resignation that needs to be brought to the attention to the Shareholders.

– 4 –

LETTER FROM THE BOARD

Mr. He Qing Jia (“ Mr. He ”) has tendered his resignation letter to the Board to resign as an independent non-executive director of the Company, the chairman of Remuneration Committee and a member of Nomination Committee due to personal reasons. The resignation of Mr. He is effective following the approval of the appointment of Mr. Guo as an independent non-executive Director on the AGM. Prior to the approval at the AGM, Mr. He will continue to perform his duties as an independent non-executive director of the Company, the chairman of Remuneration Committee and a member of Nomination Committee. Mr. He confirmed that he has no disagreement with the Board and the Company and there is no other matter in relation to his resignation that needs to be brought to the attention to the Shareholders.

The Board would like to express its sincere gratitude to Mr. Huang, Ms. Li and Mr. He for their valuable contribution to the Company during their tenure of service.

(ii) Proposed appointment of Directors

The Board resolved to nominate (i) Mr. Leng Xiao Rong (“ Mr. Leng ”) as an executive director of the seventh Board of Directors of the Company; (ii) Mr. Ye Zhi E (“ Mr. Ye ”) as a non-executive director of the seventh Board of Directors of the Company and a member of Remuneration Committee; and (iii) Mr. Guo Lu Jin (“ Mr. Guo ”) as an independent non-executive director of the seventh Board of Directors of the Company, the chairman of Remuneration Committee and a member of Nomination Committee at the AGM. Under the Articles of the Company, Shareholders’ approval at the general meeting is required for the appointment of directors.

The biographical details of the above proposed Directors are set out in Appendix II to this circular.

(III) GENERAL MANDATE TO ISSUE SHARES

A special resolution will be proposed by the Company to give the Directors a general mandate to issue, allot and deal with Domestic Shares and H Shares independently or concurrently, not exceeding 20% of the aggregate nominal amount of Domestic Shares in issue and 20% of the aggregate nominal amount of H Shares in issue, in each case as at the date of approval of such resolution. As at the Latest Practicable Date, a total of 864,000,000 Domestic Shares and 605,376,000 H Shares were issued. Subject to the passing of the proposed resolution granting the General Mandate to the Directors and on the basis that no Shares will be issued by the Company prior to the AGM, the Company will be allowed under the General Mandate to issue a maximum of 172,800,000 Domestic Shares and 121,075,200 H Shares. Any exercise of the power by the Directors under the General Mandate shall comply with the relevant requirements of the Listing Rules, the Articles and the applicable laws and regulations of the PRC.

– 5 –

LETTER FROM THE BOARD

The General Mandate will, if granted, remain effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the twelve-month period following the passing of such resolution; and (iii) its revocation or variation by a special resolution of the Shareholders in general meeting.

(IV) PROPOSED ISSUANCE OF CORPORATE BONDS

In order to strengthen the capital base and financial position of the Company, the Company will, subject to the Shareholders’ approval on the AGM, consider to issue the corporate bonds with an aggregate principal amount of not more than HKD200 million (the “ Proposed Bond Issue ”). Upon the pass of the relevant resolution on the AGM, the Company will be authorised to issue the corporate bonds subject to the approval of the relevant PRC authorities and the bond market conditions pursuant to the following principal terms:

• (a) Size of Proposed Bond Issue: The aggregate principal amount of the corporate bonds shall not be more than HKD200 million.

• (b) Bond Maturity: The maturity of the corporate bonds shall not be more than ten years. The specific maturity shall be subject to the determination by the Board according to capital needs of the Company and market conditions.

• (c) Issue method and target investors: Subject to the approval of relevant PRC authorities, this issue will be implemented by ways of single issue or issue in installments, and the specific issue method shall be determined by the Board according to the market conditions and capital demand of the Company as authorised by the Shareholders at the general meeting. Target investors include eligible investors under applicable laws and regulations.

• (d) Use of proceeds: Replenish working capital of the Company and other purposes as permitted by applicable laws and regulations and the Listing Rules.

• (e) Interest rate or its method of determination: the interest rate for the Proposed Bond Issue will be determined through book-building process.

• (f) Term of validity of the issuance of the corporate bonds: The term of validity of the Proposed Bond Issue will expire two years following the date of passing such resolution.

– 6 –

LETTER FROM THE BOARD

• (g) Matters in relation to the Proposed Bond Issue to be authorized at the AGM, including, but not limited to the followings:

• to decide and confirm all matters related to the Proposed Bond Issue, including but not limited to timing of issuance, the issue size, maturity, category, whether to issue in tranches and the number of tranches, coupon rates and its method of determination, relevant guarantee arrangements, rating arrangements, arrangements for repayment of principal and payment of interests, repayment security matters, use of proceeds within the scope as approved by the shareholders’ meeting, place of listing, etc.;

• to decide and appoint intermediaries and entrusted manager for the Proposed Bond Issue;

• to take all necessary actions in relation to the Proposed Bond Issue, including but not limited to execute all necessary contracts, agreements and documents and make disclosure of relevant information pursuant to applicable regulatory requirements, and to approve, confirm and ratify such actions and steps undertaken by the Board or any authorized director in relation to the Proposed Bond Issue;

• to handle with all matters relating to the repayment of principal and interests of the corporate bond; and

• to decide and handle all other matters relating to the Proposed Bond Issue.

The authority granted to the Board to deal with the above matters relating to the Proposed Bond Issue will take effect from the date of the passing of such resolution until the day when all the authorized matters in relation to the Proposed Bond Issue have been completed.

AGM

A notice convening the AGM to be held at conference room, 3rd Floor, No. 498 Yanfang Road, Luohu, Shenzhen, the PRC at 10:00 a.m. on 28 June 2018 is set out on page 15 to page 20 in this circular.

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 Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H Shares only) or the Company’s office at 2nd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the PRC (for the holders of Domestic Shares 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

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LETTER FROM THE BOARD

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 AGM. The resolutions proposed to be approved at the AGM will be taken by poll and an announcement regarding the poll results of the AGM will be made by the Company after the AGM.

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 (i) the proposed amendments to the Articles; (ii) the resignation of Directors and proposed appointment of Directors; and (iii) granting the Directors the General Mandate and (iv) the proposed issuance of corporate bonds are in the best interests of the Company and shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

By order of the Board

Shenyang Public Utility Holdings Company Limited Zhang Jing Ming Chairman

– 8 –

PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX I

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 Board proposed to amend the Articles 1 and 21 of the Articles as follows:

Article 1 of the Articles

which reads:

“This company (or “ The Company ”) is a company limited by shares established according to the Company Law of the People’s Republic of China, Special Provisions of the State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies and other related laws and administrative laws and regulations. Following approval of the GuoJingMao QiGai [1999] No.589 Paper of the State Economic and Trade Commission, the Company is incorporated by means of sponsorship and registered in the Shenyang Administration for Industry and Commerce in July 2, 1999. The number of the Company’s business license is 210131000009129(1-1). The sponsor of the Company: Shenyang Public Utility Group Company Limited. Currently, the shares of the sponsor of the Company are held by Shenzhen Jinma Asset Management Company Limited. (Article 1 of the Essential Clauses)”

is proposed to be amended as follows:

“This company (or “ The Company ”) is a company limited by shares established according to the Company Law of the People’s Republic of China, Special Provisions of the State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies and other related laws and administrative laws and regulations. Following approval of the GuoJingMao QiGai [1999] No.589 Paper of the State Economic and Trade Commission, the Company is incorporated by means of sponsorship and registered in the Shenyang Administration for Industry and Commerce in July 2, 1999. The number of the Company’s business license is 210131000009129(1-1). The sponsor of the Company: Shenyang Public Utility Group Company Limited. (Article 1 of the Essential Clauses)”

Last paragraph of Article 21 of the Articles

which reads:

“On February 23, 2016, the Company issued 140,000,000 additional domestic ordinary shares to Shenzhen Jian Xin De Yong Investment Enterprise (Limited Partnership)* (深圳市 建鑫德永投資企業(有限合夥)) as domestic investor and 4,000,000 additional ordinary domestic shares to Lin Ying Jie as domestic investor. The structure of share capital after the further issuing is as follows: 1,469,376,000 ordinary shares, held as to 600,000,000 shares by Shenzhen Jinma Asset Management Company Limited as domestic shareholders (accounting 40.834% of the total share capital), as to 140,000,000 shares by Shenzhen Jian

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX I

Xin De Yong Investment Enterprise (Limited Partnership)* (深圳市建鑫德永投資企業(有限 合夥)) as domestic shareholders (accounting 9.528%), as to 40,000,000 shares by Yao Xue Li (accounting 2.722% of the total share capital), as to 30,000,000 shares by Xiao Jin Yan (accounting 2.042% of the total share capital), as to 33,900,000 shares by Lin Ying Jie (accounting 2.307% of the total share capital), as to 20,000,000 shares by Chen Jia Lian (accounting 1.361% of the total share capital), as to 50,000 shares by Shi Jing Yi (accounting 0.003% of the total share capital), as to 50,000 shares by Liu Shao Hua (accounting 0.003% of the total share capital), and as to 605,376,000 shares by H shareholders (accounting 41.20% of the total share capital).”

is proposed to be amended as follows:

“On February 23, 2016, the Company issued 140,000,000 additional domestic ordinary shares to Shenzhen Jian Xin De Yong Investment Enterprise (Limited Partnership) (深圳市 建鑫德永投資企業(有限合夥)) as domestic investor and 4,000,000 additional ordinary domestic shares to Lin Ying Jie as domestic investor. The structure of share capital after the further issuing is as follows: 1,469,376,000 ordinary shares, held as to 600,000,000 shares by Shenzhen Jinma Asset Management Company Limited as domestic shareholders (accounting 40.834% of the total share capital), as to 140,000,000 shares by Shenzhen Jian Xin De Yong Investment Enterprise (Limited Partnership) (深圳市建鑫德永投資企業(有限 合夥)) as domestic shareholders (accounting 9.528%), as to 40,000,000 shares by Yao Xue Li (accounting 2.722% of the total share capital), as to 30,000,000 shares by Xiao Jin Yan (accounting 2.042% of the total share capital), as to 33,900,000 shares by Lin Ying Jie (accounting 2.307% of the total share capital), as to 20,000,000 shares by Chen Jia Lian (accounting 1.361% of the total share capital), as to 50,000 shares by Shi Jing Yi (accounting 0.003% of the total share capital), as to 50,000 shares by Liu Shao Hua (accounting 0.003% of the total share capital), and as to 605,376,000 shares by H shareholders (accounting 41.20% of the total share capital).”

On 17 April 2018, Beijing Huaxia Ding Technology Company Limited 北京華夏鼎科 技有限公司 and Shenzhen Jinma Asset Management Company Limited entered into share transfer agreement pursuant to terms and conditions of the share transfer agreement, Shenzhen Jinma Asset Management Company Limited agreed to sell 420,000,000 Domestic Shares of Shenyang Public Utility Holdings Company Limited held by it for a consideration of RMB189,000,000 and Beijing Huaxia Ding Technology Company Limited 北京華夏鼎 科技有限公司 agreed to buy such shares for such consideration, becoming a new shareholder of the Company.

The new structure of share capital is as follows: 1,469,376,000 ordinary shares, whereas Domestic Shareholders hold 864,000,000 shares, accounting 58.8% of the total share capital and H Shareholders hold 605,376,000 shares, 41.2% of the total share capital respectively. Among the Domestic Shareholders, as to 420,000,000 shares by Beijing Huaxia Ding Technology Company Limited* 北京華夏鼎科技有限公司 as Domestic Shareholders (accounting 28.58% of the total share capital) 180,000,000 shares by Shenzhen Jinma Asset Management Company Limited as domestic shareholders (accounting

– 10 –

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES

12.25% of the total share capital), as to 140,000,000 shares by Shenzhen Jian Xin De Yong Investment Enterprise (Limited Partnership)* (深圳市建鑫德永投資企業(有限合夥)) as domestic shareholders (accounting 9.528%), as to 40,000,000 shares by Yao Xue Li (accounting 2.722% of the total share capital), as to 30,000,000 shares by Xiao Jin Yan (accounting 2.042% of the total share capital), as to 33,900,000 shares by Lin Ying Jie (accounting 2.307% of the total share capital), as to 20,000,000 shares by Chen Jia Lian (accounting 1.361% of the total share capital), as to 50,000 shares by Shi Jing Yi (accounting 0.003% of the total share capital), as to 50,000 shares by Liu Shao Hua (accounting 0.003% of the total share capital).”

• For identification purposes only

– 11 –

APPENDIX II — BIOGRAPHICAL DETAILS OF PROPOSED DIRECTORS

The biographical details of the proposed Directors are set out as follows:

Biography of Mr. Leng Xiao Rong

Mr. Leng Xiao Rong, aged 52, graduated from the Department of Economics of Jiangxi University in 1989 with a bachelor’s degree in accounting. He qualified as an accountant through the national uniform examination in 1998. He was the financial manager of Xiushui County Forestry Industrial Company in Jiangxi Province (江西省修水 縣林業工業公司) from 1989 to 1999, audit officer of Shenzhen Petrochemical (Holding) Co., Ltd. (深圳石化集團股份有限公司) from 1999 to 2004, financial director of China South City Nanning (南寧華南城) and China South City Harbin (哈爾濱華南城) which are the branches of China South City Holdings Limited (華南城控股有限公司) (stock code: 1668) from 2004 to 2014 and investment director of Guangdong Yueshang High-Tech Holdings Co., Ltd. (廣東粵商高科控股有限公司) from 2014 to 2018. Mr. Leng has extensive experience in various aspects including corporate finance, audit and investment.

Save as disclosed above and as at the Latest Practicable Date, Mr. Leng does not have any relationship with any Director, supervisor, senior management or substantial or controlling shareholder of the Company, nor does he hold any other positions in the Company or any of its subsidiaries, or any directorships in other listed companies in the last three years. As at the Latest Practicable Date, Mr. Leng does not have any interest in the shares of the Company within the meaning of Part XV of SFO. On the appointment of Mr. Leng as an executive Director being approved by the Shareholders, the Company will enter into a service contract with him. The term of office of Mr. Leng as an executive Director will be from the date of approval by the Shareholders at the AGM until the expiry of the term of office of the seventh session of the Board. Pursuant to the Articles, Mr. Leng will be subject to retirement by rotation and re-election upon the expiry of his term of office.

The proposed emoluments of Mr. Leng is RMB100,000 per annum. The proposed emoluments for Mr. Leng is determined on the basis of prevailing market rate, his scope of work and experience as well as the recommendation of the remuneration committee of the Company.

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders or any information in relation to the appointment of Mr. Leng that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Biography of Mr. Ye Zhi E

Mr. Ye Zhi E, aged 33, graduated from South China Agricultural University in 2008 with a bachelor of science degree in ecology. He graduated from Dongbei University of Finance and Economics in 2011 with a master of laws degree and has been engaged in real estate legal affairs since graduation. He was an assistant to lawyer of Guangdong

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APPENDIX II — BIOGRAPHICAL DETAILS OF PROPOSED DIRECTORS

Zhongquan Law Firm (廣東中全律師事務所) and a partner in Beijing DeHeng (Shenzhen) Law Offices (北京德恆(深圳)律師事務所), and currently holds the position of lawyer of Guangdong Junyan Law Firm (廣東君言律師事務所). Mr. Ye has extensive experience in business fields such as real estate development, urban renewal and renovation of old towns, old plants and old villages.

Save as disclosed above and as at the Latest Practicable Date, Mr. Ye does not have any relationship with any Director, supervisor, senior management or substantial or controlling shareholder of the Company, nor does he hold any other positions in the Company or any of its subsidiaries, or any directorships in other listed companies in the last three years. As at the Latest Practicable Date, Mr. Ye does not have any interest in the shares of the Company within the meaning of Part XV of SFO. On the appointment of Mr. Ye as a non-executive Director being approved by the Shareholders, the Company will enter into a service contract with him. The term of office of Mr. Ye as a non-executive Director will be from the date of approval by the Shareholders at the AGM until the expiry of the term of office of the seventh session of the Board. Pursuant to the Articles, Mr. Ye will be subject to retirement by rotation and re-election upon the expiry of his term of office.

The proposed emoluments of Mr. Ye is RMB30,000 per annum. The proposed emoluments for Mr. Ye is determined on the basis of prevailing market rate, his scope of work and experience as well as the recommendation of the remuneration committee of the Company.

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders or any information in relation to the appointment of Mr. Ye that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Biography of Mr. Guo Lu Jin

Mr. Guo Lu Jin, aged 63, graduated from Renmin University of China in 1981. Upon graduation, he did a professional course in sociology at Nankai University on recommendation for further studies and graduated in 1982. Mr. Guo served at the General Communication Station of the Lanzhou Military Region (蘭州軍區通訊總站) as a soldier. Upon completion of studies, he held the position of principal staff member of the Department of Higher Education of the Ministry of Education (教育部高等教育司) from 1982 to 1988, developing higher education infrastructure and reform. He was the director of the National Development and Reform Commission from 1988 to 1993 and successively became the person-in-charge of the Investment and Development Department, General Office and Asset Preservation Department of China Everbright Bank Share Company Limited from 1993 to 2015. He has extensive experience in various aspects including finance, investment, macroeconomic adjustment and social development strategies.

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APPENDIX II — BIOGRAPHICAL DETAILS OF PROPOSED DIRECTORS

Save as disclosed above and as at the Latest Practicable Date, Mr. Guo does not have any relationship with any Director, supervisor, senior management or substantial or controlling shareholder of the Company, nor does he hold any other positions in the Company or any of its subsidiaries, or any directorships in other listed companies in the last three years. As at the Latest Practicable Date, Mr. Guo does not have any interest in the shares of the Company within the meaning of Part XV of SFO. On the appointment of Mr. Guo as an independent non-executive Director being approved by the Shareholders, the Company will enter into a service contract with him. The term of office of Mr. Guo as an independent non-executive Director will be from the date of approval by the Shareholders at the AGM until the expiry of the term of office of the seventh session of the Board. Pursuant to the Articles, Mr. Guo will be subject to retirement by rotation and re-election upon the expiry of his term of office.

The proposed emoluments of Mr. Guo is RMB120,000 per annum. The proposed emoluments for Mr. Guo is determined on the basis of prevailing market rate, his scope of work and experience as well as the recommendation of the remuneration committee of the Company.

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders or any information in relation to the appointment of Mr. Guo that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF THE ANNUAL GENERAL MEETING FOR 2017

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 OF THE ANNUAL GENERAL MEETING FOR 2017

NOTICE IS HEREBY GIVEN that the 2017 Annual General Meeting (“ AGM ”) 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 10:00 a.m. on 28 June 2018 (Thursday) to consider and approve or to pass the following matters:

I. BY ORDINARY RESOLUTIONS:

1. To consider and approve the reports of the board of directors (the “ Board ”) of the Company for the year ended 31 December 2017;

2. To consider and approve the audited consolidated financial statements of the Company for the year ended 31 December 2017;

3. To consider and approve the reports of the auditors of the Company and its subsidiaries for the year ended 31 December 2017;

4. To consider and approve the profit allocation and dividend distribution proposals for the year ended 31 December 2017;

5. To consider and approve the re-appointment of Asian Alliance (HK) CPA Company Limited as the auditor of the Company;

6. To consider and approve the appointment of Mr. Leng Xiao Rong as an executive director of the Seventh Session of the Board;

7. To consider and approve the appointment of Mr. Ye Zhi E as a non-executive director of the Seventh Session of the Board; and

8. To consider and approve the appointment of Mr. Guo Lu Jin as an independent non-executive director of the Seventh Session of the Board.

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NOTICE OF THE ANNUAL GENERAL MEETING FOR 2017

II. BY SPECIAL RESOLUTIONS:

1. To consider and approve the grant to the Board of Directors of the Company the general and unconditional mandate to issue and deal with domestic shares and overseas listed foreign shares (“ H Shares ”) independently or concurrently, according to the market conditions and the needs of the Company:

“ THAT

• (a) Subject to paragraphs (c) and (d) below and pursuant to the Company Law of the People’s Republic of China (the “ Company Law ”) and the relevant regulatory stipulations (as amended from time to time) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), the Board of Directors be granted a general and unconditional mandate to exercise the powers of the Company to allot, issue and deal with new shares during the Relevant Period (as hereinafter defined) and to determine the terms and conditions for the allotment and issue of new shares which include, without limitation, the following terms:

• (i) class and number of new shares to be issued;

• (ii) price determination method of new shares and/or issue price (including price range);

• (iii) the starting and closing dates for the issue of new shares;

• (iv) class and number of the new shares to be issued to existing shareholders; and

• (v) the making or granting of offers, agreements and options which might require the exercise of such powers.

• (b) The approval in paragraph (a) shall authorize the Board of Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period.

• (c) The aggregate nominal amount of the new domestic shares and new H Shares allotted, issued and dealt with conditionally or unconditionally (whether pursuant to an option or otherwise) by the Board of Directors pursuant to the approval in paragraph (a), other than the shares issued pursuant to the Rights Issue (as hereinafter defined) or the rights to purchase the shares of the Company under any option scheme or similar arrangement, shall not exceed 20% of each class of the domestic shares and H Shares of the Company in issue as at the date of passing this resolution.

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NOTICE OF THE ANNUAL GENERAL MEETING FOR 2017

• (d) In exercising the powers granted in paragraph (a), the Board of Directors must (i) comply with the Company Law and the Listing Rules; and (ii) obtain approval from China Securities Regulatory Commission and other relevant PRC government departments.

• (e) For the purpose of this resolution:

“Relevant Period” means the period from the date of passing this resolution until the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the 12-month period following the passing of this resolution; and

• (iii) the revocation or variation of the mandate granted under this resolution by a special resolution of the Company’s shareholders in a general meeting.

“Rights Issue” means the allotment or issue of shares in the Company or other securities which would or might require shares to be allotted and issued pursuant to an offer made to all the shareholders of the Company (excluding for such purpose any shareholder who is resident in a place where such offer is not permitted under the law of that place) and, where appropriate, the holders of other equity securities of the Company entitled to such offer, pro rata (apart from fractional entitlements) to their existing holdings of shares or such other equity securities.

• (f) The Board of Directors, subject to the approval of the relevant authorities of the PRC and in accordance with the Company Law, be authorized to increase the registered capital of the Company to the required amount upon the exercise of the powers pursuant to paragraph (a) above.

• (g) The Board of Directors be authorized to sign the necessary documents, complete the necessary formalities and take other necessary steps to complete the allotment, issue and listing of new shares, provided that the same do not violate the relevant laws, administrative regulations, the relevant regulatory stipulations (as amended from time to time) of the places where the Company is listed and the Articles of the Company.

• (h) Subject to the requirement of the relevant PRC authorities, the Board of Directors be authorized to make appropriate and necessary amendments to the Articles of the Company after completion of the allotment and issue of new shares according to the method, type and amount of the allotment and issue of new shares by the Company and the actual situation of the

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NOTICE OF THE ANNUAL GENERAL MEETING FOR 2017

shareholding structure of the Company at the time of completion of the allotment and issue of new shares in order to reflect the alteration of the share capital structure and registered capital of the Company pursuant to the exercise of this mandate.”

1. “ THAT

2. A) To consider and approve the Board be authorised to issue the corporate bonds (the “ Proposed Bond Issue ”) under the approval of the relevant PRC authorities and the bond market conditions pursuant to the following principal terms:

   • (a) Size of Proposed Bond Issue: The aggregate principal amount of the corporate bonds shall not be more than HKD200 million.

   • (b) Bond Maturity: The maturity of the corporate bonds shall not be more than ten years. The specific maturity shall be subject to the determination by the Board according to capital needs of the Company and market conditions.

   • (c) Issue method and target investors: Subject to the approval of relevant PRC authorities, this issue will be implemented by ways of single issue or issue in installments, and the specific issue method shall be determined by the Board according to the market conditions and capital demand of the Company as authorised by the Shareholders at the general meeting. Target investors include eligible investors under applicable laws and regulations.

   • (d) Use of proceeds: Replenish working capital of the Company and other purposes as permitted by applicable laws and regulations and the Listing Rules.

   • (e) Interest rate or its method of determination: the interest rate for the Proposed Bond Issue will be determined through book-building process.

   • (f) Term of validity of the issuance of the corporate bonds: The term of validity of the Proposed Bond Issue will expire two years following the date of passing such resolution.

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NOTICE OF THE ANNUAL GENERAL MEETING FOR 2017

• B) To assure the completion of the issue and listing of the corporate bonds, the Board is hereby authorized by way of special resolutions to deal with the following matters in relation to the Proposed Bond Issue of the Company, including, but not limited to the followings:

  • (a) to decide and confirm all matters related to the Proposed Bond Issue, including but not limited to timing of issuance, the issue size, maturity, category, whether to issue in tranches and the number of tranches, coupon rates and its method of determination, relevant guarantee arrangements, rating arrangements, arrangements for repayment of principal and payment of interests, repayment security matters, use of proceeds within the scope as approved by the shareholders’ meeting, place of listing, etc.;

  • (b) to decide and appoint intermediaries and entrusted manager for the Proposed Bond Issue;

  • (c) to take all necessary actions in relation to the Proposed Bond Issue, including but not limited to execute all necessary contracts, agreements and documents and make disclosure of relevant information pursuant to applicable regulatory requirements, and to approve, confirm and ratify such actions and steps undertaken by the Board or any authorized director in relation to the Proposed Bond Issue;

  • (d) to handle with all matters relating to the repayment of principal and interests of the corporate bond; and

  • (e) to decide and handle all other matters relating to the Proposed Bond Issue. The authority granted to the Board to deal with the above matters relating to the Proposed Bond Issue will take effect from the date of the passing of such resolution until the day when all the authorized matters in relation to the Proposed Bond Issue have been completed.”

• “ THAT

To consider and approve the Board’s resolution on the proposed amendments to the articles of association of the Company (details of which will be set out in the circular to be dispatched by the Company as soon as practicable) be approved and confirmed, and that the board of directors of the Company be authorized to modify the wordings of such amendments as appropriate and execute all such documents and/or take all such actions as the board of directors of the Company may, in its absolute discretion, consider necessary or appropriate in respect of the amendments pursuant to the requirements (if any) under the relevant PRC authorities or the relevant regulatory stipulations (as amended from time to time)

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NOTICE OF THE ANNUAL GENERAL MEETING FOR 2017

of the places where the Company is listed and/or in order to deal with other related issues arising from the amendments to the articles of association of the Company accordingly.”

By Order of the Board Shenyang Public Utility Holdings Company Limited Zhang Jing Ming Chairman

Shenyang, the PRC, 11 May 2018

Notes:

1. A member of the Company (“ Member ”) entitled to attend and vote at the AGM 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 AGM, 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 holders of Domestic shares, with the Company’s office at 2nd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the People’s Republic of China not later than 24 hours before the time appointed for holding the AGM 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 AGM 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 29 May 2018 to 28 June 2018, 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 AGM, 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 28 May 2018. Shareholders whose names appear on the register of Members on 28 May 2018 will be entitled to attend the AGM.

4. Whether or not H Shareholders intend to attend the AGM, they are requested to complete the reply slip for the AGM 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 7 June 2018.

5. Whether or not Domestic Shareholders intend to attend to the AGM, they are requested to complete the reply slip for the AGM and return it, by hand or by post, to the Company’s office at 2nd Floor, No. 498, Yanfang Road, Luohu, Shenzhen, the People’s Republic of China on or before 7 June 2018.

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

As at the date of this notice, the executive directors of the Company are Mr. Zhang Jing Ming, Mr. Deng Xiao Gang and Mr. Huang Zhen Kun, the non-executive directors are Mr. Yin Zong Chen and Ms. Li Yu Xiang and the independent non-executive directors are Mr. Chan Ming Sun Jonathan, Mr. He Qing Jia and Ms. Gao Hong Hong.

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