CMON Limited — Proxy Solicitation & Information Statement 2019

Jan 17, 2019

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)

(I) MAJOR DISPOSAL

(II) PROPOSED AMENDMENTS TO THE ARTICLES; AND (III) PROPOSED APPOINTMENT OF DIRECTOR

Financial Adviser to the Company

Karl Thomson Financial Advisory Limited

A letter from the Board is set out on pages 4 to 12 of this circular.

A notice convening the EGM of the Company to be held at Bali Conference Room, 18/F, Dinghe Tower, Northwest of Intersection of Fuhua 3rd Road and Jintian Road, Futian District, Shenzhen, the PRC at 3:00 p.m. on 4 March 2019 is set out on pages EGM-1 to EGM-3 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 17M/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H Shares) or the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, 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.

18 January 2019

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	—	Biographical Details of Proposed Director . . . . . . . . . . . . . . .	IV-1
Appendix V	—	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	V-1
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			EGM-1

– i –

DEFINITIONS

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

“Acquisition”	the acquisition of the Sale Shares and by the Vendor from
	the Purchaser pursuant to the terms of the Acquisition
	Agreement
“Acquisition Agreement”	the conditional sale and purchase agreement dated 27 July
	2015 entered into the Purchaser and the Vendor in relation
	to the acquisition of certain percentage of equity interest
	of Disposal Company
“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
“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
	RMB133,000,000
“Director(s)”	means the directors of the Company
“Disposal”	the disposal of 20% equity interest of the Disposal
	Company by the Vendor to the Purchaser pursuant to the
	Disposal Agreement
“Disposal Agreement”	the sale and purchase agreement dated 12 September 2018
	entered into between the Vendor and the Purchaser in
	relation to the Disposal
“Disposal Company”	Guangzhou Hai Yue Real Estate Development Company
	Limited* (廣州海粵房地產發展有限公司), a company
	incorporated in the PRC with limited liability, which of
	20% equity interest is owned by the Group
“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”

holders of the Domestic Share(s)

• “EGM”

an extraordinary general meeting of the Company proposed to be convened and held for the Shareholders to consider, and if appropriate, approve the Disposal and the transactions contemplated thereunder

• “Group” the Company and its subsidiaries

• “H Share(s)”

• 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

• “H Shareholders” holders of the H Share(s)

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Independent Third Party(ies)”

• 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)

• “Latest Practicable Date” 15 January 2019, being the latest practicable date for the purpose of ascertaining certain information contained in the circular prior to its publication

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “PRC”

• the People’s Republic of China

• “Property”

• The commercial building, namely Dongshan Plaza (東山廣 場) located at No. 69 Xian Lie Zhong Road, Yue Xiu District, Guangzhou, the PRC

“Purchaser”

• Shenzhen Hou Feng Trading Company Limited* 深圳市厚 豐貿易有限公司, a company incorporated in the PRC, being the purchaser of the Disposal Agreement

• “Remaining Group” the Group immediately after completion

• “RMB”

• Renminbi, the lawful currency of the PRC

– 2 –

DEFINITIONS

“Share(s)” H Share(s) and Domestic Share(s) “Shareholder(s)” holder(s) of the H Shares and the Domestic Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supplemental Agreement” The supplemental agreement dated 5 December

The supplemental agreement dated 5 December 2018 entered into between the Vendor and the Purchaser to supplement the certain terms and conditions of the Disposal Agreement

“Vendor” “%”

Shenzhen Tai He Chuang Jian Investment Development Company Limited* 深圳市泰合創建投資發展有限責任公 司, a company incorporated in the PRC and a wholly-owned subsidiary of the Company, being the vendor of the Disposal Agreement 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. Zhang Jing Ming (Chairman) No. 1–4, 20A, Central Street, Mr. Deng Xiao Gang Shenyang Economic and Mr. Leng Xiao Rong Technological Development Zone, the PRC Non-executive Directors: Mr. Yin Zong Chen Principal place of business in the PRC: Mr. Ye Zhi E Room 2-12-5, Block B, Diwang Club Apartment, No. 19 Wenyi Road, Independent Non-executive Directors: Shenhe District, Shenyang, Mr. Chan Ming Sun Jonathan the PRC Mr. Guo Lu Jin Ms. Gao Hong Hong Principal place of business in Hong Kong: 8/F., Skyway Centre, 23 Queen’s Road West, Sheung Wan, Hong Kong

18 January 2019

To the Shareholders

Dear Sir or Madam,

MAJOR DISPOSAL

INTRODUCTION

Reference is made to the announcement of the Company dated 12 September 2018 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 notice of EGM and other information as required under the Listing Rules.

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LETTER FROM THE BOARD

THE MAJOR DISPOSAL

• (I) The Disposal Agreement (as supplemented and amended by Supplemental Agreement)

Date

12 September 2018 (after trading hours)

Parties

• Vendor: Shenzhen Tai He Chuang Jian Investment Development Company Limited* 深圳市泰合創建投資發展有限責任公司, a wholly-owned subsidiary of the Company

Purchaser: Shenzhen Hou Feng Trading Company Limited* 深圳市厚豐貿易有限公司

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner are Independent Third Parties.

Subject of the Disposal

Pursuant to the Disposal Agreement, the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the 20% equity interests of the Disposal Company.

Consideration

Pursuant to the Disposal Agreement, the Consideration shall be RMB133,000,000, which will be satisfied by the Purchaser in the following manner:

• (a) the first instalment of RMB20,000,000 shall be payable by the Purchaser to the Vendor within 5 Business Days upon signing of the Disposal Agreement; within 30 Business Days upon the payment of the first instalment, the Vendor shall assist the Purchaser to complete the registration with the Administration for Industry and Commerce in relation to the transfer of the equity interests of the Disposal Company;

• (b) the second instalment of RMB50,000,000 shall be payable by the Purchaser to the Vendor within 5 Business Days upon the Disposal Agreement and the transactions contemplated thereunder having been approved by the Shareholders at a general meeting of the Company;

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LETTER FROM THE BOARD

• (c) the remaining balance of RMB63,000,000 shall be payable by the Purchaser to the Vendor within 5 Business Days after the expiry date of 4 months from the date on which the Disposal Agreement and the transactions contemplated thereunder having been approved by the Shareholders at a general meeting of the Company.

The Consideration has been determined after arm’s length negotiations among the parties to the Disposal Agreement with reference to (i) the unaudited net asset value of the Disposal Company of approximately RMB661,932,350.97 as at 31 July 2018; and (ii) market value of the Property attributable to the Group as at 31 July 2018 as valued by an independent qualified professional valuer of RMB102,700,000.

Conditions precedent

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

1. the Purchaser having obtained its shareholder’s approval of the entering into of the Disposal Agreement and the transactions contemplated thereunder;

2. the Company having obtained the approval by its Board and its Shareholders’ approval at a general meeting of the entering into of the Disposal Agreement and the transactions contemplated thereunder;

3. the Disposal Company having completed the industrial and commercial registration with the Administration for Industry and Commerce in relation to the Disposal;

4. all necessary statutory governmental and regulatory obligations shall have been complied with and all approvals, consents, authorisations, permissions, licences, agreements, exemptions and waivers (so far as are necessary) in relation to the Disposal Agreement and the transactions contemplated thereunder shall have been obtained from the relevant governmental and regulatory authorities in Hong Kong , PRC or any other regions if applicable; and

5. the Company having been satisfied that, at all time from the date of the Disposal Agreement up to the date of Completion, all warranties given by the Purchaser and the Vendor under the Disposal Agreement remain true, in place, not misleading in all material aspect and not breached, and that there has been no event or situation leading to any material adverse change.

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LETTER FROM THE BOARD

The above conditions shall be fulfilled within 9 months upon signing of the Disposal Agreement or such later date as the parties to the Disposal Agreement may agree in writing.

In the event that the Disposal Agreement and the transactions contemplated thereunder have not been approved by the Shareholders at a general meeting of the Company or the Purchaser fail to settle the Consideration in accordance with the stipulated time as agreed in the Disposal Agreement, the Purchaser shall unconditionally and irrevocably guaranteed that the Vendor shall have the right and the Purchaser shall unconditionally agree to reinstate the industrial and commercial registration of the Disposal Company to its original status. The Vendor also guaranteed that it shall refund all the amount paid by the Purchaser within 10 days upon the organization structure and the industrial and commercial registration of the Disposal Company were reinstated to its original status.

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 Vendor and Purchaser may agree in writing.

The Supplemental Agreement

On 5 December 2018, both parties to the Disposal Agreement entered into the Supplemental Agreement to supplement the certain terms and conditions of the Disposal Agreement of which the details are as follows.

Within 30 Business Days upon signing of the Supplemental Agreement, the Vendor shall assist the Purchaser to complete the equity change registration of the 20% equity interests of the Disposal Company to a third party designated by the Purchaser.

Furthermore, the registration with the Administration for Industry and Commerce in relation to the transfer of the equity interests of the Disposal Company shall be also completed.

Save for the amendment of terms and condition as disclosed above, all other terms and conditions of the Disposal Agreement shall remain unchanged.

INFORMATION OF THE DISPOSAL COMPANY

The Disposal Company is a company with limited liability established under the laws of the PRC and is owned as to 80% by the Purchaser and 20% by the Vendor immediately prior to Completion. The Disposal Company is principally engaged in developing, selling, renting and managing of commercial building, namely Dongshan Plaza (東山廣場) located at No. 69 Xian Lie Zhong Road, Yue Xiu District, Guangzhou, the PRC.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the Property comprises 166 office units and 122 underground car parking spaces of a 34-storey commercial building (including 2-sotroey basement car park). The total gross floor area of the Property is approximately 22,026.54 sq.m. exclusive of underground car parking spaces.

According to the current tenancy schedule, the Property is subject to various tenancy agreements with the latest expiry date on 28 February 2024.

Set out below summaries the audited financial information of the Disposal Company for the two financial years ended 31 December 2016 and 2017:

		**For the year **	ended
		31 December
		2016	2017
		(audited)	(audited)
		RMB	RMB
Gain	before taxation and extraordinary items	5,175,467.38	7,207,474.40
Gain	after taxation and extraordinary items	3,865,477.70	5,363,950.80

As of 31 July 2018, the unaudited net asset value of the Disposal Company is approximately RMB661,932,350.97.

According to the legal opinion on the property issued by the Group’s PRC legal adviser (the “ PRC Legal Opinion ”), Guangdong SD & Partners dated 31 December 2018, the properties are subject to four freezing orders. 20 office units of the property are subject to a freezing order ((2016) Yue 0511 Min Chu No. 89) issued by the People’s Court of Jinping District, Shantou City, Guangdong Province; (i) 129 office units of the property are subject to a freezing order/awaiting freezing order ((2018) Yue 05 Zhi Hui No. 136) issued by Intermediate People’s Court of Shantou City; (ii) 166 office units of the property are subject to a freezing order/awaiting freezing order ((2018) Yue 01 Zhi No. 3905) issued by Intermediate People’s Court of Guangzhou City; (iii) 40 office units of the property are subject to a freezing order/awaiting freezing order ((2018) Yue 0304 Min Chu No. 25651) issued by People’s Court of Futian District of Shenzhen City; (iv) 122 car parking spaces of the property are subject to two freezing orders/awaiting freezing orders ((2018) Yue 05 Zhi Hui No. 136) and ((2018) Yue 01 Zhi No. 3905) issued by Intermediate People’s Court of Shantou City and Intermediate People’s Court of Guangzhou City.

Freezing orders ((2016) Yue 0511 Min Chu No. 89) and ((2018) Yue 05 Zhi Hui No. 136) are arising from a private lending dispute between Mr. Weng Jiayu (翁嘉煒) as plaintiff and among others, the Disposal Company as one of the respondents in 2016. On 30 June 2018, the Disposal Company as the guarantor and other guarantors did not fully fulfill its obligations under the settlement agreement, Mr. Weng Jiayu applied to the Shantou Intermediate People’s Court to resume the enforcement freezing orders.

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LETTER FROM THE BOARD

Freezing order ((2018) Yue 01 Zhi No. 3905) is arising from a dispute on loan agreement between Bank of China, Haizhu Branch (中國銀行海珠支行) as the plaintiff and among others, the Disposal Company as the respondents in relation to an outstanding bank loan and the interests amounted to RMB354 million. On 3 August 2018, since the Disposal Company did not fulfill its obligations under the settlement agreement, Bank of China, Haizhu Branch (中國銀行 海珠支行) applied to the Intermediate People’s Court of Guangzhou City to execute the enforcement of freezing order.

Freezing order ((2018) Yue 0304 Min Chu No. 25651) is arising from a civil lending dispute. On 8 June 2018, People’s Court of Futian District of Shenzhen City accepted the case of private lending disputes between Mr. Li Peirong (李培榮) as the plaintiff and among others, the Disposal Company as one of the defendants and the case is currently subject to a awaiting freezing order. At as the Latest Practicable Date, court session has not been began.

Based on the PRC Legal Opinion, the Disposal Company is validly existed in the PRC and holds the separate ownership of the 288 properties in accordance with the laws of the PRC however, the properties cannot be transferred due to the existing freezing orders. On the other hand, the Vendor holds 20% equity interest of the Disposal Company which can be transferred in accordance with legal procedures in the PRC. As such, the abovementioned freezing orders would not have any impact on the Disposal.

Furthermore, as agreed in the Acquisition Agreement , the original shareholders shall liable for any potential liabilities or legal liabilities of the Disposal Company arising prior to the Acquisition. Since the causes of the freezing orders as mentioned above were arising prior to the Acquisition, the Group shall not be liable for any possible repayment obligations arising from such freezing orders.

INFORMATION ON THE PURCHASER

The Purchaser is a company incorporated under the laws of the PRC and is principally engaged in sales of electrolytic copper, lead, zinc, precious metals and lubricants; domestic trade; and goods and technology import and export business.

FINANCIAL IMPACTS OF THE DISPOSAL AND PROPOSED USE OF PROCEEDS

It is expected that the Disposal will realize a net gain of approximately RMB1,918,048.32 for the Group which is derived from the difference between the Consideration of RMB133,000,000.00 and the aggregate of (i) the cost of 20% equity interests of the Disposal Company of RMB130,000,000.00; (ii) the related profit tax of approximately RMB671,599.68; and (iii) the related legal costs and expenses of the Disposal of approximately RMB410,352.00.

The actual financial impacts of the Disposal is subject to the review of the Company’s auditors. Save for the net gain on Disposal as mentioned above and tax liabilities of the Group arising from the Disposal, the Disposal does not have any material effect on the earnings, assets and liabilities of the Group. The Group is expected to receive a net proceeds of approximately

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LETTER FROM THE BOARD

RMB131,918,048.32 from the Disposal. The Group currently intends to use the proceeds as general working capital of which (i) approximately RMB30 million is expected to be used by the Group to settle the remaining consideration for the acquisition of Tian Zi Zhuang Yuan; (ii) approximately RMB40 million is expected to be invested to Guangdong Xinmao Biotechnology Company Limited (廣東鑫茂生物科技有限公司) and 90% equity interests of Chaozhou Jiafu Packaging Materials Company Limited (潮州市佳富包裝材料有限公司) for construction of plants; and (iii) approximately RMB60 million is expected to be used for acquiring new business or investment.

REASONS FOR THE DISPOSAL

As at the Latest Practicable Date, the Group is principally engaged in infrastructure and construction business in the PRC. The Directors considered that the Disposal enables the Company to realize cash from its investment in the Disposal Company and unlock the value in its investment in the Property with a premium on its fair market value. 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

As one of the relevant percentage ratios (as defined in the Listing Rules) in respect of the Disposal exceeds 25% but is below 75%, the Disposal constitutes a major transaction of the Company and is subject to reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

The EGM will be held for the purpose of approving, among other things, the Disposal and the transactions contemplated thereunder.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholders or any of their associates have any material interests in the Disposal. Accordingly, no Shareholders are required to abstain from voting on the ordinary resolutions to be approved at the EGM.

The notice convening the EGM to be held at 3:00 p.m. on 4 March 2019 at Bali Conference Room, 18/F, Dinghe Tower, Northwest of Intersection of Fuhua 3rd Road and Jintian Road, Futian District, Shenzhen, the PRC, is set out on pages EGM-1 to EGM-3 of this circular. At the EGM, ordinary resolutions will be proposed for the Shareholders to approve the Disposal and the transactions contemplated thereunder.

– 10 –

LETTER FROM THE BOARD

The form of proxy for use at the EGM is enclosed with 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 17M/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H Shares) or the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, 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 relevant forms of proxy will not preclude you from attending and voting in person at the meetings or at any adjourned meetings should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the Company will procure the chairman of the EGM to demand for voting on poll in respect of the ordinary resolutions to be proposed at the EGM and the Hong Kong Registrars Limited will serve as the scrutineer for the vote-taking.

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 domestic shareholder.

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 passing of the special resolution at the EGM 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.

PROPOSED APPOINTMENT OF DIRECTORS

Mr. Zhou Ting Xin (“ Mr. Zhou ”) has been nominated as a candidate for election as an executive director and chief executive officer of the Company at the EGM, in replacement of the existing director, Mr. Deng Xiao Gang (“ Mr. Deng ”).

Under the Articles of the Company, Shareholders’ approval at the general meeting is required for the appointment of directors. The appointment of Mr. Zhou is subject to the Shareholders’ approval at the EGM. The biographical details of Mr. Zhou is set out in Appendix IV to this circular.

– 11 –

LETTER FROM THE BOARD

BOOK CLOSURE PERIOD

In order to ascertain the entitlements of the Shareholders to attend the EGM, the register of members of the Company will be closed from 2 February 2019 to 4 March 2019 (both days inclusive), during which period no transfer of Shares of the Company will be effected. To be eligible to attend and vote at the EGM, all transfer documents must be lodged with the H Share Registrar, Hong Kong Registrars Limited at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for holders of H-Shares no later than 4:30 p.m. on 1 February 2019 (for holders of H Shares) or the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC (for the holders of Domestic Shares) no later than 4:00 p.m. on 1 February 2019.

RECOMMENDATION

The Board considers that the Disposal and the transaction contemplated thereunder 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.

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 Zhang Jing Ming Chairman

• For identification purposes only

– 12 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Financial information of the Group for each of the three years ended 31 December 2015, 2016 and 2017 and the six months ended 30 June 2018 are disclosed in the following documents which have been published on the websites of the Stock Exchange at “http://www.hkexnews.hk” and the Company at “www.shenyang747.com”:

• annual report of the Company for the year ended 31 December 2015 published on 4 May 2016 (pages 42 to 160);

• annual report of the Company for the year ended 31 December 2016 published on 28 April 2017 (pages 44 to 172);

• annual report of the Company for the year ended 31 December 2017 published on 30 April 2018 (pages 42 to 172); and

• interim report of the Company for the six months ended 30 June 2018 published on 19 September 2018 (pages 11 to 34).

STATEMENT OF INDEBTEDNESS

Apart from intra-group liabilities, normal trade and other payables, receipt in advance as at 30 November 2018, 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 30 November 2018.

The Directors confirmed that there has been no material change in the indebtedness and contingent liabilities of the Remaining Group since 30 November 2018.

WORKING CAPITAL

The Directors, are of the opinion that, taking into account of (i) the completion of the Disposal and (ii) the internal resources of the Remaining Group, the Directors after due and careful enquiry are of the opinion that 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 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

FINANCIAL AND TRADING PROSPECT OF THE GROUP

(1) Infrastructure construction business

In the past year, the global economy recovered waveringly with increasing uncertainties and unstable factors. China’s domestic economy experienced prominent structural contradictions with its reform and development intensifying. The Group responded proactively to the national strategic policies of stable development to improve macroeconomic control, maintained its strategic strengths and strived to create more value for shareholders.

The infrastructure construction business is one of the principal businesses of the Group. The Group has all along been committed to developing and striving to propel the progress of Zhongfang Chaozhou Jing Nan Industrial Park Project (the “ Project ”). However, owing to local government policies impact and various factors, Project was unable to meet schedules. Chaozhou Jinshan has completed the procedures for the acceptance of completion and transfer of 4,000-mu construction land accumulatively. The completion and acceptance procedures of phase I of the Project have been fully completed. The project settlement works has commenced in November 2018 and complete by the end of 2019. The Group will keep communicating with Chaozhou Jinshan to actively propel the progress of settlement of the project.

According to the information disclosed in the website of Chaozhou Municipal People’s Government, the construction land for phase II of the Project is currently under demolition, and the procedures of bidding has yet to be conducted by the Government, under such circumstance, the timetable for construction of the phase II and phase III of the Project cannot be determined. Having considered the current status of phase 1, the Directors are of the view that the investment outcome of the Project cannot meet the management’s expectation in particular, the settlement of construction cost and receivables have been further delayed which is unsatisfactory. In light of above, the Company doesn’t intend to participate into the bidding of phase II and III of the Project. However, the Company will keep exploring for other business opportunities in infrastructure and construction sectors with growth potential during the year so as to continue the Group’s principal business upon the settlement of the Project is completed.

(2) Business Strategies and future development of the Group

Facing the global unstable economic situation and the impact of various domestic policies, to safeguard the interests of shareholders, the Group has timely adjusted its investment strategies in order to improve its current businesses. During the previous financial years, the Group has adjusted the investment in equity and debts by substantially disposed it listed equity investments and convertible bonds. Besides, in view of the credit risks related to lending business, the Group gradually rationalises its credit business in Hong Kong subsequent to the completion of the capital reduction of Chung Hwa Finance in the financial year ended 31 December 2017.

– I-2 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The money lending license of Chung Hwa Finance has been expired on 12 September 2018, Chung Hwa Finance did not apply for the renewal of license and thus the credit business has been officially terminated in Hong Kong. Other than the credit business previously conducted by Chung Hwa Finance, the Company does not have any credit business in places.

According to the repayment schedule, all outstanding loan and interests receivables of RMB115.8 million (the “ Receivables ”) as at 30 June 2018 arising from the credit business of Chung Hwa Finance will be due in 2019, the Company expected that approximately 10% of the Receivables will be recovered by March 2019, and approximately 50% of the Receivables will be recovered by September 2019 while the remaining approximately 40% will be collected by December 2019.

The Group will implement business strategy by pushing forward the infrastructure construction business and at the same time exploiting the property management and investment business. During the current financial year, the Group through its wholly-owned subsidiary, Beijing Shen Shang has made an acquisition of properties in Hebei Province. The properties, comprise 11 shop units and 60 car parking spaces in Phase 5 of Tian Zi Zhuang Yuan. On 17 August 2018, Beijing Shen Shang entered into a supplemental agreement with the vendor to extend the long stop date of the Property Acquisition Agreement to 31 December 2018. As at the Latest Practicable Date, the transfer of property right of Tian Zi Zhang Yuan is subject to further confirmation from both parties. All shop units are currently leased out while the leasing of car parking spaces are still under negotiations with the potential tenants. Upon the completion of acquisition, Beijing Shen Shang will responsible for management and leasing of the Properties so that the Group will be able to expand its business into property management and investment.

On 16 November 2018, the Group through its wholly-owned subsidiaries entered into the share transfer agreements with the vendors in respect with the acquisition of 90% equity interests of Guangdong Xinmao Biotechnology Company Limited (廣東鑫茂生物科技有限公司) and 90% equity interests of Chaozhou Jiafu Packaging Materials Company Limited (潮州市佳 富包裝材料有限公司) respectively. The Target Companies and their plants are located in Jing Nan Industrial Park in Chaozhou, the construction of plants have been suspended due to insufficient fund. It is expected that upon the completion of Share Transfer, the Group will invest certain amount to Target Companies for the construction of plants as well as repayment of part of the shareholders’ loan. Although the Group needs to invest extra funds to the Target Companies, it is expected that the Group could expand its properties portfolio to obtain steady and recurring stream of income and potential resale opportunity with capital appreciation over time upon the construction of plants was completed. The Directors consider that it represents a valuable property investment opportunity that are in line with the Group’s business strategy.

The Company will try to seek potential purchaser and aiming to resale the plants upon the constructions are completed. In the event that no suitable purchaser can be identified or the consideration is not satisfactory to the Company, the Company will rent out the plants to suitable tenants, such as biotechnology companies or packing material companies. Rental income will be generated by leasing out the plants. The Company plan to develop its property management and investment business in collaboration with all functional areas, such as property

– I-3 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

management, leasing, maintenance and marketing in the PRC. It is expected that the income stream will be created by (i) rental income from leasing of investment properties and (ii) management fee from provision of property management services for the investment properties. Based on the comfort letter on working capital sufficiency, the Board expects the Group would have sufficient working capital for its business development. One of the director, Mr. Leng Xiao Rong has relevant management experience in in property investment and management. He worked as the 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) from 2004 to 2014. The Group also decided to employ relevant professional personnels when and as appropriate.

On the other hand, the Board will actively explore different investment opportunities including but not limited to investment and management of properties in the PRC which are expected to have good profitability in long run. The Board will also implement internal control standards in safeguarding and controlling the proper use of fund of the Company to ensure the investment decisions was made in the interests of the Company. As at the Latest Practicable Date, the Company has not yet determined any new business or investment.

Proper controls will be implemented by the board before making any investment decision which include on-site due diligence, financial and legal due diligence and assets valuation. The Company will conduct a thorough business analysis on both the target company’s operation and financial performance. By doing so, the Company will engage various professional parties including but not limited to accountant, lawyers and valuer to perform will carry out due diligence procedure, including but not limited to, obtaining legal or financial supporting documents (if applicable), obtaining legal opinion from local and/or overseas lawyers (if applicable), carrying out independent professional valuation, financial analysis and accounting due diligence before the executing each transaction. The Board will review the whole due diligence process with a view to mitigate the risk and enhance the return of each investment.

The Company will also consider acquiring new businesses which are currently operating with track record and positive cashflow generated. Therefore, the Company can save time and eliminate risk in starting up a new business. The Board will closely monitoring the performances of the current businesses of the Group and will try to diversify the business risk of the Company by allocating the resources into in other businesses with positive impact on the business of the Group and aiming to enhance the Company’s financial position as a result.

• For identification purposes only

– I-4 –

PROPERTIES VALUATION REPORT

APPENDIX II

The following is the text of letter and valuation report, prepared for the purpose of incorporation in this circular, received from Grant Sherman Appraisal Limited, an independent property valuer, in connection with their valuation as at 31 December 2018 of the property interests held by the Group in the People’s Republic of China.

==> picture [96 x 39] intentionally omitted <==

Unit 1005, 10/F., Capital Centre, 151 Gloucester Road, Wanchai, Hong Kong

18 January 2019

The Directors Shenyang Public Utility Holdings Company Limited 8/F., Skyway Centre, 23 Queen’s Road West, Sheung Wan, Hong Kong

Dear Sirs,

In accordance with instructions for us to value the property interests held by Shenyang Public Utility Holdings Company Limited (the “ Company ”) and its subsidiaries (together referred to as the “ Group ”) in the People’s Republic of China (“ the PRC ”), we confirm that we have carried out inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of such property interest as at the 31 December 2018 (the “ Valuation Date ”) for the purpose of incorporation into the circular issued by the Company on the date hereof.

Our valuation is our opinion of the market value of the property interest where we would define market value as intended to mean “the estimated amount for which an asset or liability should exchange on the valuation date 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”.

Market Value is understood as the value of a property estimated without regard to costs of sale or purchase (or transaction) and without offset for any associated taxes or potential taxes.

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PROPERTIES VALUATION REPORT

APPENDIX II

In valuing the property interests which is held by the Group for investment purpose in the PRC, we have adopted the income approach by taking into account the current rent passing of the property interests and the reversionary potential of the tenancy(ies). In determining the reversionary potential of the tenancy(ies), we have adopted the market approach with reference to the recent proposed leasing and sale transactions for similar premises in the proximity.

Our valuation has been made on the assumption that the owner sells the property interests on the open market in its existing state without the benefit of a deferred terms contract, leaseback, joint venture, management agreement or any similar arrangement which would serve to increase the value of the property interests. In addition, no forced sale situation in any manner is assumed in our valuation.

We have been provided with copies of extracts of title documents relating to the property in the PRC. However, we have not caused title searches to be made for the property interests at the relevant government bureaus in the PRC and we have not inspected the original documents to verify the ownership, encumbrances or the existence of any subsequent amendments which may not appear on the copies handed to us. In undertaking our valuation for the property interest in the PRC, we have relied on the legal opinion (“ the PRC legal opinion ”) provided by the Group’s PRC legal adviser, Guangdong SD & Partners.

We have relied to a considerable extent on information provided by the Group and have accepted advice given to us by the Group on such matters as planning approvals or statutory notices, easements, tenure, occupancy, lettings, site and floor areas and in the identification of the property and other relevant matter. We have no reason to doubt the truth and accuracy of the information provided to us by the Company which is material to the valuation. We have also been advised by the Group that no material facts had been concealed or omitted in the information provided to us and have no reason to suspect that any material information has been withheld. All documents have been used for reference only. We consider that we have been provided with sufficient information to reach an informed view.

All dimensions, measurements and areas included in the valuation report are based on information contained in the documents provided to us by the Group and are approximations only. No on-site measurement has been taken.

We have inspected the exteriors, and where possible, the interiors of the property, in the course of our inspection, we did not note any serious defects. However, we have not carried out a structural survey nor have we inspected woodwork or other parts of the structures which are covered, unexposed or inaccessible and we are therefore unable to report that any such parts of the property are free from defect though in the course of our inspections we did not note any serious defects. No tests were carried out on any of the services.

We have not carried out investigation to determine the suitability of the ground conditions or the services for any property developments to be erected thereon. Our valuation is on the basis that these aspects are satisfactory and that no extraordinary expense or delay will be incurred during the construction period. Moreover, it is assumed that the utilization of the land

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PROPERTIES VALUATION REPORT

APPENDIX II

and improvements will be within the boundaries of the sites held by the owner or permitted to be occupied by the owner. In addition, we assumed that no encroachment or trespass exits, unless noted in the valuation report.

No allowance has been made in our valuation for any charges, mortgages or amounts owing on the property interest nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property interest are free from encumbrances, restrictions and outgoings of an onerous nature which could affect its value.

In valuing the property interests, we have fully complied with the HKIS Valuation Standards (2017 Edition) published by The Hong Kong Institute of Surveyors (HKIS) and the requirements set out in Chapter 5 of and Practice Note 12 to the Rule Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited.

Unless otherwise stated, all money amounts stated are in Renminbi (RMB). The exchange rate adopted in valuing the property interests in the PRC as at the Valuation Date was HK$1: RMB0.878. There has been no significant fluctuation in the exchange rate for this currency against Hong Kong Dollars between that date and the date of this letter.

We enclose herewith our valuation report.

Respectfully submitted, For and on behalf of GRANT SHERMAN APPRAISAL LIMITED

Lawrence Chan Ka Wah

MRICS MHKIS RPS(GP) MCIREA MHIREA RICS Registered Valuer Director Real Estate Group

Note: Mr. Lawrence Chan Ka Wah is a member of the Royal Institution of Chartered Surveyors, a registered valuer of Royal Institution of Chartered Surveyors, a member of the Hong Kong institute of Surveyors, Registered Professional Surveyors in the General Practice Section and a member of China Institute of Real Estate and Agents, who has over 15 years’ experience in the valuation of properties in Hong Kong, Macau, the PRC and the Asian Rim.

– II-3 –

PROPERTIES VALUATION REPORT

APPENDIX II

VALUATION REPORT

Property interests held by the Group in the PRC for investment purpose

Market Value in existing state as at 31 December 2018

Property Description and Tenure Particulars of Occupancy 31 December 2018 166 office units and The property comprises 166 According to the information No commercial 122 underground car office units and 122 provided by the Company, the value parking spaces, No. 69 underground car parking spaces property is subject to various Xian Lie Zhong Road, of a 34-storey commercial tenancy agreements with the Interest to be Yuexiu District, building (including 2-storey latest expiry date on 28 disposed by the Guangzhou City, basement car park) completed in February 2024 at an aggregate Group Guangdong Province, about 1997. monthly rental of approximately the PRC RMB2,286,996 exclusive of 20% The total gross floor area of the management fee and other property is approximately operating outgoings. Market Value in 22,026.54 sq.m. (excluding existing state of underground car parking Portion of the property was interest to be spaces). occupied by the tenants and the disposed by the management office for office, Group as at The land use rights of the carparking and ancillary uses 31 December 2018 property were granted for a term and portion of the property was of 50 years commencing on 24 vacant. No commercial January 1995 for office and car value park (civil defense) uses.

Notes:

1. Pursuant to 288 Guangzhou City Real Estate Ownership Certificates, the ownership of 166 office units of the property with a total gross floor area of approximately 22,026.54 sq.m. and 122 underground car parking spaces is vested in Guangzhou Hai Yue Real Estate Development Company Limited (廣州海粵房地產發展有限公司) (the Disposal Company) for office and car park (civil defense) uses.

2. According to the inform to the information provided by the Company, the property is subject to various tenancy agreements with the latest expiry date on 28 February 2024 at an aggregate monthly rental of RMB2,286,996 exclusive of management fee and other operating outgoings. The existing monthly unit rent for office portions is in the range of RMB41 per sq.m. to RMB150 per sq.m.

3. As advised by the Company, the tenants of the property are independent third parties which are not connected with and are independent of, any of the directors, or any of their respective associates of the Group.

4. According to a Mortgage Contract of Maximum Amount (Document No.: GDY4776401201400162) dated 5 February 2015, the property together with other properties that situated in the same building are subject to a mortgage in favour of Guangzhou Haizhu Branch of Bank of China Company Limited (中國銀行股份有限公司廣 州海珠支行).

5. According to the PRC Legal Opinion, the property is subject to four freezing orders stated in Note 10(c). In the course of our valuation, we have ascribed no commercial value to the property as it is not entitled to be transferred, leased and mortgaged unless the freezing orders stated in Note 10(c) were released.

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PROPERTIES VALUATION REPORT

APPENDIX II

However, for indicative purpose, the market value of the property as at the Valuation Date is RMB510,300,000 (equivalent to approximately HK$581,200,000) by assuming that the property is entitled to be transferred legally in the market. Interest to be disposed by the Group is 20%, thus, the market value of the property interests to be disposed by the Group as at the Valuation Date is RMB102,060,000 (equivalent to approximately HK$116,240,000).

1. The property was inspected by our Mr. Lawrence Chan (MRICS, MHKIS, RPS(GP), MCIREA, MHIREA, RICS Registered Valuer) on 22 June 2018, the external and internal conditions of the property were reasonable.

2. According to the information provided by the Company, the Disposal Company is a company incorporated in the PRC with limited liability, which of 20% equity interest is owned by the Group.

3. The property is situated at the junction between Xian Lie Zhong Road and Huan Shi Dong Road, buildings in the locality are medium to high rise commercial and residential buildings. It takes about 5-minute walking distance to the Guangzhou Metro Quzhuang Station. Taxis, Guangzhou Metro and buses are accessible to the property.

4. The average monthly unit rent of similar office premises in the locality as at the Valuation Date is in the range of approximately RMB110 per sq.m. to RMB120 per sq.m. (exclusive of management fee and other operating outgoings).

5. We have been provided with a legal opinion on the property prepared by the Group’s PRC legal adviser, Guangdong SD & Partners, which contains, inter alia, the following information:

6. (a) the Disposal Company is the registered owner of the property and is entitled to transfer, occupy, lease and mortgage the Property, subject to the limitations in Notes 10(b) and 10(c);

7. (b) the property is subject to a mortgage in favour of Guangzhou Haizhu Branch of Bank of China Company Limited, the mortgage is legally binding;

8. (c) 20 office units of the property are subject to a freezing order ((2016) Yue 0511 Min Chu No. 89) issued by the People’s Court of Jinping District, Shantou City, Guangdong Province; 129 office units of the property are subject to a freezing order/awaiting freezing order ((2018) Yue 05 Zhi Hui No. 136) issued by Intermediate People’s Court of Shantou City; 166 office units of the property are subject to a freezing order/awaiting freezing order ((2018) Yue 01 Zhi No. 3905) issued by Intermediate People’s Court of Guangzhou City; 40 office units of the property are subject to a freezing order/awaiting freezing order ((2018) Yue 0304 Min Chu No. 25651) issued by People’s Court of Futian District of Shenzhen City; 122 car parking spaces of the property are subject to two freezing orders/awaiting freezing orders ((2018) Yue 05 Zhi Hui No. 136) and ((2018) Yue 01 Zhi No. 3905) issued by Intermediate People’s Court of Shantou City and Intermediate People’s Court of Guangzhou City;

9. (d) 153 office units and 24 car parking units are subject to various tenancy agreements, the tenancy agreements are legally binding, subject to limitations in Note 10(c); and

10. (e) save and except the encumbrances in Notes 10(b) and 10(c), the property is free from any mortgages, charges and legal encumbrances which may cause adverse effects on the ownership of the property.

– II-5 –

PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX III

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 Article 21 of the Articles as follows:

Article 21:

The ordinary shares initially issued by the Company upon its incorporation are 420,400,000 H Shares, representing 41.2% of the total issuable ordinary shares the Company. The structure of the share capital of the Company after the further issuing is as follows: the total number of ordinary shares in issue is 1,020,400,000 ordinary shares, of which Shenyang Public Utility Group Company Limited holding 600,000,000 Shares and H Shareholders holding 420,400,000 shares, representing 58.8% and 41.2% of the total share capital respectively.

On 13 February 2009, Beijing Mingde Guangye Investment Consultant Company Limited spent RMB102,520,000 in the auction and succeeded in bidding the 58.8% of the total equity of Shenyang Public Utility Holding Company Limited, and becomes a Shareholder of the Company. On 21 September 2012, Beijing Mingde Guangye Investment Consultant Company Limited and Shenzhen Jinma Asset Management Company Limited entered into an equity transfer agreement. Pursuant to the terms and conditions of the equity transfer agreement, Beijing Mingde Guangye Investment Consultant Company Limited agreed to sell 58.8% of the total equity of Shenyang Public Utility Holdings Company Limited it held for a consideration of RMB105,000,000 and Shenzhen Jinma Asset Management Company Limited agreed to buy such equity for such consideration and becomes a new Shareholder of the Company.

On 5 May 2015, the Company issued 84,080,000 additional H Shares to foreign investors. The structure of the share capital after the additional issuance is as follows: the total number of ordinary shares in issue is 1,104,480,000 ordinary shares, of which Shenzhen Jinma Asset Management Company Limited holding 600,000,000 Shares and H Shareholders holding 504,480,000 shares, representing 54.32% and 45.68% of the total share capital respectively.

On 9 June 2015, the Company issued 120,000,000 additional Domestic Shares, in aggregate, to domestic investors, namely Yao Xueli, Xiao Jinyan, Lin Yingjie, Chen Jialian, Shi Jingyi and Liu Shaohua. The structure of the share capital after the additional issuance is as follows: the ordinary shares in issue is 1,224,480,000 ordinary shares, of which Domestic Shareholders holding 720,000,000 Shares (representing 54.32% of the total shares capital); H Shareholders holding 504,480,000 Shares (representing 41.2% of the total share capital). Of the Domestic Shareholders, Shenzhen Jinma Asset Management Company Limited holding 600,000,000 Shares (representing 49% of the total share capital); Yao Xueli holding 40,000,000 Shares (representing 3.267% of the total share capital); Xiao Jinyan holding 30,000,000 Shares (representing 2.45% of the total share capital); Lin

– III-1 –

PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX III

Yingjie holding 29,900,000 Shares (representing 2.442% of the total share capital); Chen Jialian holding 20,000,000 Shares (representing 1.633% of the total share capital); Shi Jingyi holding 50,000 Shares (representing 0.004% of the total share capital); Liu Shaohua holding 50,000 Shares (representing 0.004% of the total share capital).

On 11 February 2016, the Company issued 100,896,000 additional H Shares to foreign investors. The structure of the share capital of the Company after the further issuance is as follows: 1,325,376,000 Shares, held as to 720,000,000 Shares by Domestic Shareholders and as to 605,376,000 Shares by H Shareholders, representing 54.32% and 45.68% of the total share capital respectively.

On 23 February 2016, the Company issued 140,000,000 additional Domestic Shares to Shenzhen Jian Xin De Yong Investment Enterprise (Limited Partnership) (深圳市建鑫德永 投資企業(有限合伙)) as domestic investor and 4,000,000 additional Domestic Shares to Lin Ying Jie as domestic investor. The structure of share capital after the further issuance is as follows: 1,469,376,000 ordinary shares, of which Domestic Shareholders holding 864,000,000 Shares (representing 58.80% of the total share capital; H Shareholders holding 605,376,000 Shares (representing 41.20% of the total share capital). Of the Domestic Shareholders, as to 600,000,000 Shares by Shenzhen Jinma Asset Management Company Limited (representing 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(有限合伙)) (representing 9.528% of the total share capital); as to 40,000,000 Shares by Yao Xueli (representing 2.722% of the total share capital); as to 30,000,000 Shares by Xiao Jinyan (representing 2.042% of the total share capital); as to 33,900,000 Shares by Lin Yingjie (representing 2.307% of the total share capital); as to 20,000,000 Shares by Chen Jialian (representing 1.361% of the total share capital); as to 50,000 Shares by Shi Jingyi (representing 0.003% of the total share capital); as to 50,000 Shares by Liu Shaohua (representing 0.003% 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 the 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 it held 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 equity for such consideration and becomes a new Shareholder of the Company.

On 25 June 2018, Beijing Lichuang Future Technology Co., Ltd. * (北京力創未來科 技有限公司) and Shenzhen Jinma Asset Management Company Limited entered into share transfer agreement. Pursuant to the terms and conditions of the share transfer agreement, Shenzhen Jinma Asset Management Company Limited agreed to sell 180,000,000 Domestic Shares of Shenyang Public Utility Holdings Company Limited it held for a consideration of RMB45,000,000 and Beijing Lichuang Future Technology

– III-2 –

PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX III

Co., Ltd. * (北京力創未來科技有限公司) agreed to buy such equity for such consideration and becomes a new Shareholder of the Company.

On 3 August 2018, Song Jing and Lin Yingjie entered into share transfer agreement. Pursuant to the terms and conditions of the share transfer agreement, Lin Yingjie agreed to sell 33,900,000 Domestic Shares of Shenyang Public Utility Holdings Company Limited she held for a consideration of RMB8,475,000 and Song Jing agreed to buy such equity for such consideration and becomes a new Shareholder of the Company.

On 6 August 2018, Song Jing and Xiao Jinyan entered into share transfer agreement. Pursuant to the terms and conditions of the share transfer agreement, Xiao Jinyan agreed to sell 30,000,000 Domestic Shares of Shenyang Public Utility Holdings Company Limited she held for a consideration of RMB7,500,000 and Song Jing agreed to buy such equity for such consideration and becomes a new Shareholder of the Company.

On 14 November 2018, Shenzhen Jianxin Deyong Investment Enterprise (Limited Partnership) * (深圳市建鑫德永投資企業(有限合伙)) and Shenzhen Jinma Asset Management Company Limited entered into share transfer agreement. Pursuant to the terms and conditions of the share transfer agreement, Shenzhen Jianxin Deyong Investment Enterprise (Limited Partnership) * (深圳市建鑫德永投資企業(有限合伙)) agreed to sell 140,000,000 Domestic Shares of Shenyang Public Utility Holdings Company Limited it held for a consideration of RMB82,600,000 and Shenzhen Jinma Asset Management Company Limited agreed to buy such equity for such consideration and becomes a new Shareholder of the Company.

On 16 November 2018, Shenzhen Jinma Asset Management Company Limited and Shenzhen Wanzhong Runlong Investment Co., Ltd. * (深圳市萬眾潤隆投資有限公司) entered into share transfer agreement. Pursuant to the terms and conditions of the share transfer agreement, Shenzhen Jinma Asset Management Company Limited agreed to sell 140,000,000 Domestic Shares of Shenyang Public Utility Holdings Company Limited it held for a consideration of RMB35,000,000 and Shenzhen Wanzhong Runlong Investment Co., Ltd. * (深圳市萬眾潤隆投資有限公司) agreed to buy such equity for such consideration and becomes a new Shareholder of the Company.

The new share capital structure of the Company is as follows:1,469,376,000 ordinary shares, of which Domestic Shareholders holding 864,000,000 Shares, representing 58.80% of the total share capital and H Shareholders holding 605,376,000 Shares, representing 41.20% of the total share capital. Of 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) (representing 28.584% of the total share capital), as to 180,000,000 Shares by Beijing Lichuang Future Technology Co., Ltd. * (北京力創未來科技有限公司) (representing 12.25% of the total share capital); as to 140,000,000 by Shenzhen Wanzhong Runlong*

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX III

Investment Co., Ltd. * (深圳市萬眾潤隆投資有限公司) (representing 9.528% of the total share capital); as to 63,900,000 by Song Jing (representing 4.349% of the total share capital), as to 40,000,000 Shares by Yao Xueli (representing 2.722% of the total share capital), as to 20,000,000 Shares by Chen Jialian (representing 1.361% of the total share capital), as to 50,000 Shares by Shi Jingyi (representing 0.003% of the total share capital), as to 50,000 Shares by Liu Shaohua (representing 0.003% of the total share capital).

(Article 16 of the Essential Clauses)

• For identification purposes only

– III-4 –

APPENDIX IV BIOGRAPHICAL DETAILS OF PROPOSED DIRECTOR

Biographical details of Mr. Zhou is set out as follows:

Mr. Zhou, aged 60, graduated from Nanjing Communication Engineering Institute (南京通 信工程學院) in 1982. After his graduation, he had successively served as an assistant engineer and the engineer of the 54th Research Institute (第五十四研究所) from 1983 to 1993; from 1993 to 2005, he successively served as a general manager of Fine Lee Industries, Limited (宏利實業 有限公司) and chairman of the board of directors of China Hani Group (中國恒利集團); he has served as chairman of Zhongjin Fuhua (Beijing) Investment Co., Ltd. (中金富華(北京)投資有限 公司) from 2005 to 2017; and he has been serving as a director of Zhong Rong Jin Kong Capital Management Co., Ltd. (中融金控資本管理有限公司) since 2018. Mr. Zhou has extensive experience in finance, investment and corporate management. Subject to the approval of the Shareholders on his appointment at the EGM, the Company will enter into a service contract with Mr. Zhou and the length of service shall be from the date of approval of the Shareholders on his appointment at the EGM and ending on the expiry date of the current session of the Board. The appointment of Mr. Zhou will be subject to retirement by rotation and re-election in accordance with the articles of association of the Company. He will be entitled to a director’s fee to be determined by the Remuneration Committee of the Company with reference to his duties and responsibility in the Company and the market benchmark. Save as disclosed above, Mr. Zhou confirms that (1) he has not held any other directorships in other listed public companies in the past three years, and he does not hold any other major appointments or professional qualifications; (2) he does not hold any position in the Company or any of its subsidiaries; (3) he does not have any relationships with any directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company and any of its subsidiaries; and (4) as at the Latest Practicable Date, he does not hold any interest in the shares of the Company within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance. Mr. Zhou also confirms that there is no other information to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited, nor is there any other matter relating to his appointment that needs to be brought to the attention of the Shareholders.

– IV-1 –

GENERAL INFORMATION

APPENDIX V

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, 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 required standard of dealings by Directors and Supervisors as referred to in the Model Code 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	Beijing Hua Xia Ding	420,000,000	28.58%
	Technology Company	Domestic Shares
	Limited*

– V-1 –

GENERAL INFORMATION

APPENDIX V

			Percentage of
			total issued
	Beneficial owners	Shares	share capital
2	Huang Guang Fu (note 1)	420,000,000	28.58%
		Domestic Shares
3	Beijing Lichuang Future	180,000,000	12.25%
	Technology Co., Ltd.	Domestic Shares
4	Zhai Mingyue (note 2)	180,000,000	12.25%
		Domestic Shares
5	HKSCC Nominees Limited	599,147,690	40.78%
	(note 3)	H-Shares (listed shares)

Notes:

1. Huang Guang Fu is a PRC resident who holds 100% equity interests in Beijing Hua Xia Ding Technology Company Limited. Pursuant to section 316 of the SFO, Huang Guang Fu is also deemed to be interested in the underlying shares of the Company held by Beijing Hua Xia Ding Technology Company Limited.

2. Zhai Mingyue is a PRC resident who holds 100% equity interests in Beijing Lichuang Future Technology Co., Ltd.. Pursuant to section 316 of the SFO, Zhai Mingyue is also deemed to be interested in the underlying shares of the Company held by Beijing Lichuang Future Technology Co., Ltd.

3. As notified by HKSCC Nominees Limited, as at 31 December 2018, 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:

4. (1) The Hongkong and Shanghai Banking Corporation Limited as nominee holds 90,998,740 H-Shares, representing 15.03% of the issued H-Shares of the Company.

5. (2) Bank of China (Hong Kong) Limited as nominee holds 67,666,000 H-Shares, representing 11.17% of the issued H-Shares of the Company.

6. (3) Ever-Long Securities Company Limited as nominee holds 64,648,000 H-Shares, representing 10.67% 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.

– V-2 –

GENERAL INFORMATION

APPENDIX V

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 2017 (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.

4. SERVICE CONTRACTS

The Company has entered into service contracts with all of the Directors and the Supervisors. As at the Latest Practicable Date, none of the Directors or the Supervisors had any existing or proposed service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

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.

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 and the Supplemental Agreement

• ii. the Share Transfer Agreement entered into between Shenzhen Tong He Chuangjian Investment Development Company Limited (深圳市同合創建投資發展有限責任公司) and Shenzhen Zhongtou Construction Investment Company Limited (深圳市中投建設 投資有限公司) on 16 November 2018 regarding the acquisition of 90% equity interest of Guangdong Xinmao Biotechnology Company Limited* (廣東鑫茂生物科技有限公 司)

– V-3 –

GENERAL INFORMATION

APPENDIX V

• iii. the Share Transfer Agreement entered into between Shenzhen Ju Sheng Chuang Jian Investment and Development Limited (深圳市聚璽投資發展有限公司) and Shenzhen Chen Sui Industrial Investment Company Limited (深圳市琛穗實業投資有限公司) on 16 November 2018 regarding the acquisition of 90% equity interest of Chaozhou Jiafu Packaging Materials Company Limited* (潮州市佳富包裝材料有限公司)

• iv. Property Acquisition Agreement entered into between Beijing Shen Shang Investment & Consulting Company Limited (北京瀋商投資諮詢有限公司), a wholly-owned subsidiary of the Company and San He Jing Jiao Property Development Company Limited (三河京郊房地產開發有限公司) on 9 February 2018 regarding an acquisition of a property, namely Tian Zi Zhuang Yuan (天子莊園), located at Yanjiao National High Tech Industrial Development Area, Sanhe City, Hebei Province

• v. a supplemental agreement entered into between SHHH Development, SNP Investment and Zhong De Logistic on 5 February 2018 to supplement the certain terms and conditions of the Capital Contribution Agreement

• vi. the capital contribution agreement (the “ Capital Contribution Agreement ”) entered into a between Shenzhen Shenxi Investment & Development Company Limited 深圳 市沈璽投資發展有限公司, (“ Shenzhen Shenxi ”) Shenzhen He Hui Huang Development Company Limited 深圳市合輝煌發展有限公司 (“ SHHH Development ”) and Shenzhen Newpont Investment Group Limited 深圳市新邦投資 集團有限公司 (“ SNP Investment ”) on 11 May 2017 in respect of the capital contribution in Shenzhen Zhong De Logistics Company Limited 深圳市眾德物流有限 公司

• vii. the share subscription application letter dated 27 December 2016 made between Chaozhou Rural Credit Cooperative 潮州市區農村信用合作聯社 and Zhongfang Chaozhou Investment Development Company Limited 中房潮州投資開發有限公司 in relation to the application of 19,800,000 subscription shares

• viii. the pre-acquisition agreement dated 15 November 2016 entered into between Beijing Shen Shang Investment & Consulting Company Limited (北京瀋商投資諮詢有限公 司) and the Beijing Zhong Tou Chuang Zhan Property Limited 北京中投創展置業有 限公司, for the pre-acquisition of the Property to be constructed in Beijing Shunyi District Tianzhu Airport Commercial Zone

7. LITIGATION

Save for the potential arbitration involved by Shenzhen Zhonghe Chuangjian Investment Development Company Limited, an indirect wholly-owned subsidiary of the Company (details of which are set out in the announcement dated 11 September 2018), 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.

– V-4 –

GENERAL INFORMATION

APPENDIX V

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 Grant Sherman Appraisal Limited independent professional valuer Guangdong SD & Partners PRC Legal Adviser

Each of Grant Sherman Appraisal Limited and Guangdong SD & Partners 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, Each of Grant Sherman Appraisal Limited and Guangdong SD & Partners 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 2017.

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 Room 2-12-5, Block B, Diwang Club Apartment, No.19 Wenyi Road, Shenzhen, the PRC.

• (iii) The principal place of business of the Company in Hong Kong is at 8/F., Skyway Centre, 23 Queen’s Road West, Sheung Wan, 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-5 –

GENERAL INFORMATION

APPENDIX V

• (v) The joint company secretaries of the Company are Mr. Tung Sze Ho Dicky and Ms. Qian Fang Fang. Mr. Tung is an associate member of The Hong Kong Institute of Chartered Secretaries and The Institute of Chartered Secretaries and Administrators. He has extensive experiences in the company secretarial field.

• (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 8/F., Skyway Centre, 23 Queen’s Road West, Sheung Wan, Hong Kong and on the Company website at www.shenyang747.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 Property Valuation Report issued by Grant Sherman Appraisal Limited, the Independent valuer, the text of which is set out in Appendix II of this circular;

• (iii) the letter, summary of value and valuation certificate prepared by Grant Sherman Appraisal Limited, 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 2016 and 2017;

• (vi) the interim report of the Company for the six months ended 30 June 2018;

• (vii) the material contracts referred to in the section headed “Material Contracts” in this Appendix;

• (viii) the service contracts referred to in the section headed “Service Contracts” in this Appendix; and

• (ix) this circular.

• For identification purposes only

– V-6 –

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 OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR 2019

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting for 2019 (“ EGM ”) of Shenyang Public Utility Holdings Company Limited (the “ Company ”) will be held at 3:00 p.m. on 4 March 2019 (Monday) at Bali Conference Room, 18/F, Dinghe Tower, Northwest of Intersection of Fuhua 3rd Road and Jintian Road, Futian District, Shenzhen, the PRC for the following purposes:

BY WAY OF ORDINARY RESOLUTIONS:

1. “ THAT

2. (a) the disposal agreement (“ Disposal Agreement ”) dated 12 September 2018 between Shenzhen Tai He Chuang Jian Investment Development Company Limited 深圳市泰合創建投資發展有限責任公司, a wholly-owned subsidiary of the Company as the vendor and Shenzhen Hou Feng Trading company Limited 深圳市厚豐貿易有限公司 as the purchaser (a copy of which has been produced to the EGM marked “A” 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

3. (b) any one or more of the directors of the Company 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.”

4. To consider and approve the appointment of Mr. Zhou Ting Xin as an executive director of the Seventh Session of the Board.

– EGM-1 –

NOTICE OF EGM

BY WAY OF SPECIAL RESOLUTION:

1. “ 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 appendix III of the circular) 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) 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, 18 January 2019

Notes:

1. Each shareholder entitled to attend and vote at the EGM is entitled to appoint in written form one or more proxies to attend and vote at the EGM on his/her behalf. A proxy need not be a member of the Company. Shareholders or their proxies are entitled to attend the EGM and vote.

2. To be valid, the proxy form together with the certified power of attorney or authority (if any) must be delivered to the Company’s H share registrar in Hong Kong, Hong Kong Registrars Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong and in case of holders of Domestic shares, with the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, 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. Shareholders or their proxies shall produce their identity documents when attending the EGM.

4. The register of the members of the Company will be closed from 2 February 2019 to 4 March 2019 (both dates inclusive), during which period no transfers of H Shares will be effected.

5. Shareholders whose names appear on the register of members of the Company on 1 February 2019 will be entitled to attend and vote at the EGM.

6. To be eligible to attend and vote at the EGM, all transfer documents must be lodged with the H Share Registrar, 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 no later than 4:30 p.m. on 1 February 2019 (for holders of H Shares) or the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC (for the holders of Domestic Shares) no later than 4:00 p.m. on 1 February 2019.

– EGM-2 –

NOTICE OF EGM

1. H Shareholders entitled to attend the EGM are requested to deliver the reply slip for attendance to the Company’s H Share Registrar, Hong Kong Registrars Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before 11 February 2019.

2. Domestic Shareholders entitled to attend the EGM are requested to deliver the reply slip for attendance to the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC on or before 11 February 2019.

3. The EGM is expected to last for less than one day. Shareholders and their proxies attending the EGM shall be responsible for their own traveling and accommodation expenses.

4. For identification purpose only

– EGM-3 –