Shenzhen Jinma Asset Management Company Limited made an offer to acquire 41.07% stake in Shenyang Public Utility Holdings Co., Ltd. (SEHK:747) for HKD 89.7 million on September 21, 2012. Shenzhen Jinma Asset Management Company Limited is acquiring 419.12 million shares of Shenyang Public Utility Holdings Co representing 41.07% stake and paying HKD 0.2140 per share. Chim Kim Lun Ricky and Li Oi Kay Clara are acting as parties in concert. Li Oi Kay Clara holds 1.282 million shares of Shenyang Public Utility Holdings. Shenzhen Jinma Asset Management Company Limited will satisfy the cash consideration payable under the offer by the short term loan facility of HKD 82.8 million granted by Kingston Securities Limited under the facility agreement, together with the cash deposited by Shenzhen Jinma Asset Management with Kingston Securities Limited. Kingston Corporate Finance Limited, the financial adviser to in respect of the offer, is satisfied that sufficient financial resources are available to meet the full acceptance of the offer. In a related transaction, Shenzhen Jinma Asset Management Company Limited entered into the conditional sale and purchase agreement to acquire 58.8% stake in Shenyang Public Utility Holdings Co., Ltd. from Beijing Mingde Guangye Investment Consultant Company Limited.

The transaction is conditional upon completion of share purchase agreement entered into by Shenzhen Jinma Asset Management. Shenzhen Jinma Asset Management Company Limited intends to maintain the listing of the H Shares on the Stock Exchange. An independent board committee comprising Bao Yi Qiang and Zhang Lei Lei, all being the non-executive Directors and Cai Lian Jun, Wong Kai Tat, Chan Ming Sun Jonathan and Wei Jie Sheng all being the independent nonexecutive Directors was formed to advise the shareholders of Shenyang Public Utility Holdings Co., Ltd. As on December 14, 2012, Shenzhen Jinma Asset Management Company Limited completed the acquisition of 58.8% stake in Shenyang Public Utility Holdings Co., Ltd. from Beijing Mingde Guangye Investment Consultant Company Limited and the composite offer document will be despatched to the shareholders on or before December 21, 2012. The offer is open for acceptance from December 21, 2012 and will close on January 11, 2013. Shenzhen Jinma Asset Management does not intend to revise the terms or extend the period of the offer. The composite offer document was despatched on December 21, 2012. Shenzhen Jinma Asset Management Company does not intend to exercise any right which may be available to it to acquire compulsorily any shares not tendered for acceptance under the offer.
As of December 20, 2012, the Board recommends the shareholders to reject the offer. The transaction is subject to approval by the shareholders of Shenyang Public Utility Holdings.

Karl Thomson Financial Advisory Limited acted as financial advisor to Shenyang Public Utility Holdings Co., Ltd. Kingston Corporate Finance Limited and Kingston Securities Limited acted as financial advisor to Shenzhen Jinma Asset Management Company Limited. Messis Capital Limited acted as the financial advisor to the independent board committee of Shenyang Public Utility Holdings. Hong Kong Registrars Limited acted as registrar to Shenyang Public Utility Holdings Co., Ltd.

Shenzhen Jinma Asset Management Company Limited completed the acquisition of 0.01% stake in Shenyang Public Utility Holdings Co., Ltd. (SEHK:747) for HKD 0.03 million on January 11, 2013. Shenzhen Jinma Asset acquired 0.14 million shares.