Shenyang Public Utility : (I) TERMINATION OF THE MAJOR TRANSACTION IN RELATION TO ACQUISITION OF 78% EQUITY INTEREST IN SANHE JINGJIAO; AND (II) MAJOR TRANSACTION RELATING TO ACQUISITION OF THE PROPERTIES WITH ADVANCE TO AN ENTITY

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

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) TERMINATION OF THE MAJOR TRANSACTION

IN RELATION TO ACQUISITION OF

78% EQUITY INTEREST IN SANHE JINGJIAO; AND

1. 1. MAJOR TRANSACTION RELATING TO ACQUISITION OF THE PROPERTIES WITH
      ADVANCE TO AN ENTITY
2. TERMINATION OF THE MAJOR TRANSACTION IN RELATION TO ACQUISITION OF 78% EQUITY INTEREST IN SANHE JINGJIAO

References are made to the Company's announcement dated 28 October 2019 in relation to the acquisition of 78% equity interest in Sanhe Jingjiao pursuant to the Sale and Purchase Agreement and the Company's announcements dated 18 November 2019, 20 December 2019, 31 December 2019, 6 February 2020, 11 March 2020, 15 April 2020, 15 May 2020, 15 June 2020, 15 July 2020 and 14 August 2020 in relation to the delay in despatch of the circular.

On 24 August 2020 (after trading hours), the Vendors III, Shenzhen Shenhe Chuangli, Sanhe Jingjiao and Beijing Shen Shang entered into the Termination Agreement II, pursuant to which, inter alia, (i) each of the parties of the Sale and Purchase Agreement agreed to terminate the Sale and Purchase Agreement dated 28 October 2019; (ii) Shanghai Wanbang shall refund the paid Deposit of RMB110,000,000 (equivalent to approximately HK$123,211,000) to Shenzhen Shenhe Chuangli; and (iii) Beijing Shen Shang and Sanhe Jingjiao shall resume the sale and purchase of the Properties by entering into another agreement.

From the date of the Termination Agreement II, all rights and obligations of Vendors III and Shenzhen Shenhe Chuangli in connection to the Sale and Purchase Agreement are terminated and no party shall be liable for any breach due to the termination of the Sale and Purchase Agreement

As the Sale and Purchase Agreement has been terminated, no circular will be issued by the Company.

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1. THE SECOND SUPPLEMENTAL AGREEMENT RELATING TO THE PROPERTY ACQUISITION AGREEMENT

The Acquisition

On 24 August 2020 (after trading hours), Beijing Shen Shang, a wholly-owned subsidiary of the Company, as the Purchaser, Sanhe Jingjiao, as the Vendor, and other related parties entered into the Second Supplemental Agreement relating to the Property Acquisition Agreement to resume the original sale and purchase of the Properties, pursuant to which the Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to acquire, the Properties at the consideration of RMB110,000,000 (equivalent to approximately HK$123,211,000).

IMPLICATIONS UNDER THE LISTING RULES

MAJOR TRANSACTION

As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Acquisition of the Second Supplemental Agreement exceeds 25% but is less than 100%, the Acquisition of the Second Supplemental Agreement constitutes a major transaction for the Company under Chapter 14 of the Listing Rules, and is subject to the requirements of reporting and announcement pursuant to Chapter 14 of the Listing Rules and the approval by the Shareholders under Chapter 14 of the Listing Rules.

ADVANCE TO AN ENTITY

As the amount of the Deposit exceeds 8% under the assets ratio as defined under Rule

13.13 of the Listing Rules, the Deposit is also subject to the general disclosure obligations under Rule 13.15 of the Listing Rules.

GENERAL

The EGM will be convened to consider and, if thought fit, approve, among other things, the Second Supplemental Agreement and the transactions contemplated thereunder.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, none of the Shareholders or any of their respective associates has a material interest in the Acquisition, thus no Shareholder would be required to abstain from voting on the resolution to approve, among others, the Acquisition and the Second Supplemental Agreement at the EGM.

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A circular containing, among others, further details of (i) the Second Supplemental Agreement and the transactions contemplated thereunder; (ii) the valuation report of the Properties; and (iii) a notice convening the EGM, will be despatched to the Shareholders on or before 14 September 2020 in accordance with the Listing Rules.

The Acquisition is subject to the fulfilment of the conditions precedent as set out in the Second Supplemental Agreement and the Completion thereof may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

BACKGROUND

Properties Acquisition Agreements

Reference is made to the Company's announcement dated 9 February 2018, Beijing Shen Shang, as the Purchaser, and Sanhe Jingjiao, as the Vendor, entered into the Property Acquisition Agreement on 9 February 2018, as supplemented by the First supplemental agreement dated 17 August 2018 pursuant to which Sanhe Jingjiao had conditionally agreed to sell, and Beijing Shen Shang had conditionally agreed to acquire the Properties at the cash consideration of RMB110,000,000 (equivalent to approximately HK$123,211,000) by instalments. As at the date of signing the First Supplemental Agreement on 17 August 2018, RMB76,736,000 (equivalent to approximately HK$85,951,994) had been paid to Sanhe Jingjiao as part of the consideration.

Compensation Agreement

On 18 March 2019, Beijing Shen Shang, the Purchaser, and Sanhe Jingjiao, the Vendor, entered into the Compensation Agreement, pursuant to which it was agreed that the Sanhe Jingjiao shall additionally deliver the rights to use one car parking space to Beijing Shen Shang as compensation for delay in processing the property ownership certificate of the Properties.

Termination Agreement I

Reference is made to the Company's announcement dated 5 August 2019, Beijing Shen Shang, the Purchaser, and Sanhe Jingjiao, the Vendor, entered into the Termination Agreement I on 5 August 2019, pursuant to which both parties mutually agreed to terminate the Properties Acquisition Agreements and the Compensation Agreement with immediate effect and the transactions contemplated thereunder will not proceed. As at the date of signing the Termination Agreement I, the consideration of RMB110,000,000 (equivalent to approximately HK$123,211,000) paid to Sanhe Jingjiao was treated as a Deposit.

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The Sale and Purchase Agreement

Reference is made to the Company's announcement dated 28 October 2019, Shenzhen Shenhe Chuangli, Beijing Shen Shang, Sanhe Jingjiao and the Vendors III entered into the Sale and Purchase Agreement on 28 October 2019, pursuant to which Shenzhen Shenhe Chuangli has conditionally agreed to purchase and the Vendors III have conditionally agreed to sell 78% equity interest of Sanhe Jingjiao at the consideration of RMB321,000,000 (equivalent to approximately HK$359,552,100).

Pursuant to the Sale and Purchase Agreement, the Vendors III, Shenzhen Shenhe Chuangli, Beijing Shen Shang and Sanhe Jingjiao agreed and confirmed to transfer the Deposit by Sanhe Jingjiao to Shanghai Wanbang.

1. TERMINATION OF THE MAJOR TRANSACTION IN RELATION TO ACQUISITION OF 78% EQUITY INTEREST IN SANHE JINGJIAO
   References are made to the Company's announcement dated 28 October 2019 in relation to the acquisition of 78% equity interest in Sanhe Jingjiao pursuant to the Sale and Purchase Agreement and the Company's announcements dated 18 November 2019, 20 December 2019, 31 December 2019, 6 February 2020, 11 March 2020, 15 April 2020, 15 May 2020, 15 June 2020, 15 July 2020 and 14 August 2020 in relation to the delay in despatch of the circular.
   On 24 August 2020 (after trading hours), the Vendors III, Shenzhen Shenhe Chuangli, Sanhe Jingjiao and Beijing Shen Shang entered into the Termination Agreement II, pursuant to which, inter alia, (i) each of the parties of the Sale and Purchase Agreement agreed to terminate the Sale and Purchase Agreement dated 28 October 2019; (ii) Shanghai Wanbang shall refund the paid Deposit of RMB110,000,000 (equivalent to approximately HK$123,211,000) to Shenzhen Shenhe Chuangli; and (iii) Beijing Shen Shang and Sanhe Jingjiao shall resume the sale and purchase of the Properties by entering into another agreement.
   From the date of the Termination Agreement II, all rights and obligations of Vendors III and Shenzhen Shenhe Chuangli in connection to the Sale and Purchase Agreement are terminated and no party shall be liable for any breach due to the termination of the Sale and Purchase Agreement
   As the Sale and Purchase Agreement has been terminated, no circular will be issued by the Company.

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1. THE SECOND SUPPLEMENTAL AGREEMENT RELATING TO THE PROPERTY ACQUISITION AGREEMENT
   The Acquisition
   On 24 August 2020 (after trading hours), Beijing Shen Shang, a wholly-owned subsidiary of the Company, as the Purchaser, Sanhe Jingjiao, as the Vendor, and other related parties entered into the Second Supplemental Agreement relating to the Property Acquisition Agreement, to resume the original sale and purchase of the Properties, pursuant to which the Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to acquire, the Properties at the consideration of RMB110,000,000 (equivalent to approximately HK$123,211,000).

THE SECOND SUPPLEMENTAL AGREEMENT

Date
24 August 2020
Parties
Purchaser:	Beijing Shen Shang Investment & Consulting Company
	Limited * , a wholly - owned subsidiary of the Company
	北京瀋商投資諮詢有限公司
Vendor:	Sanhe Jingjiao Property Development Company Limited*
	三河京郊房地產開發有限公司
Other related parties:	Shenzhen Shenhe Chuangli Investment and Development
	Company Limited*, a wholly-owned subsidiary of the Company
	深圳市深合創立投資發展有限公司
	Shanghai Wanbang Enterprise Group Company Limited*, which
	holds 75% equity interest in Sanhe Jingjiao as at the date of this
	announcement
	上海萬邦企業集團有限公司

Save as disclosed above, to the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Vendor, Shanghai Wanbang and its ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined in Chapter 14A of the Listing Rules).

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Properties to be acquired

Pursuant to the Second Supplemental Agreement, the Purchaser and the Vendor have agreed to resume the acquisition of the Properties. The Properties, comprises 11 shop units (including Shop No. 5-1-101,5-1-102,5-1-103,5-1-104,5-5-111,5-5-112,5-5-222,5-5-223,5-5- 324, 5-5-425,5-5-426) ("Shop Units") with a total gross floor area of approximately 3,168 square meter together with 60 car parking spaces (No. 001-005,008-010,012-024,027-029,032-034,036-055,059-071) ("Car Parking Spaces") on basement level of Phase 5 of Tian Zi Zhuang Yuan (天子莊園), located at Yanjiao National High-Tech Industrial Development Area, Sanhe City, Hebei Province ("Tian Zi Zhuang Yuan") (collectively, the "Properties").

As at the date of this announcement, the 11 shop units have been registered under the name of the Purchaser, and no further change of registration is required between the Purchaser and the Vendor. The Vendor shall deliver Car Parking Spaces to the Purchaser on the same date of receipt of payment of the New Consideration of RMB110,000,000 (equivalent to approximately HK$123,211,000). The Properties is vacant and has recorded no rental income for the past two financial years.

Other than the consideration, delivery time and other terms have been amended in the Second Supplemental Agreement, the Purchaser and the Vendor will implement other rights and obligations in accordance with the Property Acquisition Agreement.

New Consideration

The New Consideration for the Acquisition of the Properties is RMB110,000,000 (equivalent to approximately HK$123,211,000).

The New Consideration was determined after arm's length negotiation among the Purchaser and the Vendors on normal commercial terms with reference to, among other things, a draft valuation report, based on the exchange rate of HK$1 to RMB0.9003, the market value of the Shop Units of RMB103,100,000 (equivalent to approximately HK$114,500,000) and the Car Parking Spaces of RMB6,900,000 (equivalent to approximately HK$7,700,000), the aggregate market value of the Properties of approximately RMB110,000,000 (equivalent to approximately HK$122,200,000) as at 31 July 2020 valued by an independent valuer. In consideration of the change of the acquisition structure by the Company and the factors considered as stated in the section headed "Reasons for termination and benefits of the Acquisition" in this announcement, the Directors are of the view that the New Consideration is fair and reasonable.

According to the Termination Agreement II, Shanghai Wanbang shall refund the paid Deposit of RMB110,000,000 (equivalent to approximately HK$123,211,000) to Shenzhen Shenhe Chuangli. Pursuant to the Second Supplemental Agreement, the New Consideration of RMB110,000,000 (equivalent to approximately HK$123,211,000) shall be payable by the Purchaser to the Vendor. Now Shenzhen Shenhe Chuangli agreed to pay the New Consideration on behalf of the Purchaser and RMB110,000,000 (equivalent to approximately HK$123,211,000) shall be payable by Shanghai Wanbang to the Vendor within 3 days from the date of the Second Supplemental Agreement. The liabilities between Shenzhen Shenhe Chuangli and the Purchaser shall be set off accordingly.

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Conditions Precedent

Completion is subject to and conditional upon satisfaction or waiver (as the case maybe) of the following conditions precedent:

1. the Company having convened the EGM and passed the ordinary resolution to approve the Second Supplemental Agreement and the transactions contemplated thereunder;
2. all necessary permissions, consents and approvals in relation to the Second Supplemental Agreement and the transactions contemplated thereunder having been obtained by the Purchaser (including but not limited to the approval from the board of directors);
3. all necessary permissions, consents and approvals in relation to the Second Supplemental Agreement and the transactions contemplated thereunder having been obtained by the Vendor (including but not limited to the approval from the board of directors);
4. the waivers, consents, approvals, permissions, authorizations and commands, if necessary, which in relation to the government, the regulatory authorities or the third party with respect to the Second Supplemental Agreement and the transactions contemplated thereunder having been obtained;
5. all the payments in relation to the Second Supplemental Agreement and the transactions contemplated thereunder having been paid by the Purchaser;
6. all 60 Car Parking Spaces having been delivered to the Purchaser.

The Second Supplemental Agreement and the transactions contemplated thereunder shall be completed on or before 28 February 2021, or such later date as the Purchaser and the Vendor may agree. Otherwise the Second Supplemental Agreement and the Acquisition shall be terminated and all the consideration paid shall be refunded by the Vendor to the Purchaser within 3 Business Days from the date of the termination of the Second Supplemental Agreement.

INFORMATION ON THE PURCHASER, THE VENDOR AND OTHER RELATED PARTIES

Information on the Purchaser, Shenzhen Shenhe Chuangli and the Group

The Purchaser, Beijing Shen Shang, is a wholly-owned subsidiary of the Company. Its principal business is investment holding. Beijing Shen Shang was the purchaser of the Properties Acquisition Agreements which was terminated on 5 August 2019. It does not have any relationship with the Vendor, the Vendors III and their ultimate beneficial owners.

Shenzhen Shenhe Chuangli is a company established under the laws of the PRC with limited liability and is a wholly-owned subsidiary of the Company. Its principal business is investment holding.

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The Company was incorporated in the PRC with limited liability and the Shares are listed on the main board of the Stock Exchange. The Company is an investment holding company and the Group is principally engaged in infrastructure construction business in the PRC.

Information on the Vendor, Shanghai Wanbang and its related parties

The Vendor is principally engaged in the property investment as well as development and sales of properties. As at the date of this announcement, the Vendor is owned as to 75%, 20% and 5% by Shanghai Wanbang, Shenzhen Wanbang and Shenzhen Zhaowanda, respectively.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, (i) each of Shanghai Wanbang, Shenzhen Wanbang and Shenzhen Zhaowanda is a company established under the laws of the PRC with limited liability; (ii) Shanghai Wanbang is principally engaged in property investment; its ultimate beneficial owners are He Wei Wen (何偉文) and Xiao Ji Hong (肖繼紅); (iii) Shenzhen Wanbang is principally engaged in the real estate management and development, real estate brokerage consulting, investment consulting; its ultimate beneficial owners are He Wei Wen (何偉

文) and Xiao Ji Hong (肖繼紅); and (iv) Shenzhen Zhaowanda is principally engaged in investment holding; its ultimate beneficial owner is He Wei Wen (何偉文).

REASONS FOR TERMINATION AND BENEFITS OF THE ACQUISITION

The Group is principally engaged in the infrastructure construction business. As part of its business strategies, the Group has focused on the development of property investment business, deployed in first-tier cities and surrounding areas nationwide since 2019, as stated in the Company's annual report for the year ended 31 December 2019.

Sanhe City is a country-level city located at the border of Beijing and Tianjin, enjoying a superior geographically position. However, with the over-concentration of development in the real estate market over decades, the problems, including transports and community developments, due to overpopulation have been arising.

The coordinated development plan for Tongzhou District of Beijing and three counties of Hebei Province, Sanhe, Dachang and Xianghe* (北京市通州區與河北省三河、大廠、香河三 縣市協同發展規劃) (the "Plan") was announced on 17 March 2020 by National Development and Reform Commission. The cities, including Sanhe, have planned to shift the focus from developing real estate projects to including public transportation, public services and infrastructure, etc.

The Plan outlines cooperative development between Beijing and cities, which helps to improve public services and infrastructure development, and to relieve the problems brought by over-centralization of population activities in Beijing.

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The details of the Plan includes (i) the development in ancillary transport facilities with new- build cross city bridges and reconstruction of railway networks; and (ii) the expansion in the public services especially in education, medical and recreation and culture. Through the abovementioned, the population mobility between cities is expected to increase and talents and skills are brought to Sanhe City.

Based on the change of the government policy as stated above, in consideration of (i) the sustainable and potential community development in Sanhe City brought by the Plan; and (ii) the possible shift of the city development focus of Sanhe City from real estate to business and infrastructure, the Board is of the view that the direct investment in the Properties instead of the equity interest in Sanhe Jingjiao is a more prudent decision.

In consideration of the above, the Board is of the view that the termination of the Sale and Purchase Agreement, and entering into the Second Supplemental Agreement is on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

MAJOR TRANSACTION

As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Acquisition of the Second Supplemental Agreement exceeds 25% but is less than 100%, the Acquisition of the Second Supplemental Agreement constitutes a major transaction for the Company under Chapter 14 of the Listing Rules, and is subject to the requirements of reporting and announcement pursuant to Chapter 14 of the Listing Rules and the approval by the Shareholders under Chapter 14 of the Listing Rules.

ADVANCE TO AN ENTITY

As the amount of the Deposit exceeds 8% under the assets ratio as defined under Rule 13.13 of the Listing Rules, the Deposit is also subject to the general disclosure obligations under Rule 13.15 of the Listing Rules.

GENERAL

The EGM will be convened to consider and, if thought fit, approve, among other things, the Second Supplemental Agreement and the transactions contemplated thereunder.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, none of the Shareholders or any of their respective associates has a material interest in the Acquisition, thus no Shareholder would be required to abstain from voting on the resolution to approve, among others, the Acquisition and the Second Supplemental Agreement at the EGM.

A circular containing, among others, further details of (i) the Second Supplemental Agreement and the transactions contemplated thereunder; (ii) the valuation report of the Properties; and

1. a notice convening the EGM, will be despatched to the Shareholders on or before 14 September 2020 in accordance with the Listing Rules.

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The Acquisition is subject to the fulfilment of the conditions precedent as set out in the Second Supplemental Agreement and the Completion thereof may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, capitalised terms used herein shall have the following meanings:

"Acquisition"	the acquisition of the Properties
"Beijing Shen Shang"	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
"Board"	the board of Directors
"Business Day"	a day (excluding Saturday, Sunday and any other public
	holidays) on which banks in the PRC are generally open for
	settlement business
"Company"	Shenyang Public Utility Holdings Company Limited, a
	company incorporated in the PRC with limited liability
	and the Shares are listed on the main board of the Stock
	Exchange
"Compensation Agreement"	the compensation agreement dated 18 March 2019 entered
	into between the Vendor and the Purchaser
"Completion"	the completion of the Acquisition
"Connected person(s)"	has the same meaning ascribed to it in the Listing Rules
"Deposit"	the consideration of the Property Acquisition Agreement
	of RMB110,000,000 (equivalent to approximately
	HK$123,211,000) already paid by Beijing Shen Shang to
	Sanhe Jingjiao, which was treated as part of the consideration
	of the Sale and Purchase Agreement paid by Shenzhen
	Shenhe Chuangli to Shanghai Wanbang
"Director(s)"	the director(s) of the Company
"Domestic Share(s)"	domestic share(s) with a nominal value of RMB1 each in the
	share capital of the Company which are subscribed for in
	RMB

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"EGM"	the extraordinary general meeting to be convened and
	held by the Company for the Shareholders to consider and
	approve, if thought fit, the Second Supplemental Agreement
	and the transactions contemplated thereunder
"First Supplemental	the supplemental agreement dated 17 August 2018 entered
Agreement"	into between the Vendor and the Purchaser to extend the
	long stop date of the Property Acquisition Agreement from 9
	August 2018 to 31 December 2018
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"H-Share(s)"	overseas listed foreign ordinary share(s) in 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
"PRC"	the People's Republic of China
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"New Consideration"	R M B 1 1 0 , 0 0 0 , 0 0 0 ( e q u i v a l e n t t o a p p r o x i m a t e l y
	HK$123,211,000) as the consideration for the acquisition
	of the Properties according to the Second Supplemental
	Agreement
"Property Acquisition	the conditional sale and purchase agreement dated 9
Agreement"	February 2018 entered into between the Purchaser and the
	Vendor in relation to the Acquisition
"Properties Acquisition	the Property Acquisition Agreement and the First
Agreements"	Supplemental Agreement
"Purchaser"	Beijing Shen Shang

"Sale and Purchase Agreement" the sale and purchase agreement dated 28 October 2019 entered into between Shenzhen Shenhe Chuangli, Beijing Shen Shang, Sanhe Jingjiao and the Vendors III in respect of the acquisition of 78% of the equity interests of Sanhe Jingjiao

"Sanhe Jingjiao"	Sanhe Jingjiao Property Development Company Limited* (三
	河京郊房地產開發有限公司)

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"Second Supplemental	the second supplemental agreement dated 24 August 2020
Agreement"	entered into between the Purchaser, the Vendor and other
	related parties to resume the original sale and purchase of the
	Properties
"Shanghai Wanbang"	Shanghai Wanbang Enterprise Group Company Limited* (上
	海萬邦企業集團有限公司)
"Share(s)"	H-Share(s) and Domestic Share(s)
"Shareholder(s)"	holder(s) of the Shares
"Shenzhen Shenhe Chuangli"	Shenzhen Shenhe Chuangli Investment and Development
	Company Limited* (深圳市深合創立投資發展有限公司), a
	wholly-owned subsidiary of the Company
"Shenzhen Wanbang"	Shenzhen Wanbang Real Estate Company Limited* (深圳市
	萬邦置業有限公司)
"Shenzhen Zhaowanda"	Shenzhen Zhaowanda Investment Company Limited* (深圳
	市兆萬達投資有限公司)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Termination Agreement I"	the termination agreement dated 5 August 2019 entered
	into between the Purchaser and the Vendor to terminate the
	Properties Acquisition Agreements and the Compensation
	Agreement
"Termination Agreement II"	the termination agreement dated 24 August 2020 entered into
	between the Vendors III, Shenzhen Shenhe Chuangli, Sanhe
	Jingjiao and Beijing Shen Shang to terminate the Sale and
	Purchase Agreement on 28 October 2019
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"RMB"	Renminbi, the lawful currency of the PRC

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"Vendor"	Sanhe Jingjiao
"Vendors III"	Shanghai Wanbang, Shenzhen Wanbang and Shenzhen
	Zhaowanda
"%"	per cent.

• For identification purpose only

Unless otherwise specified, the translation of RMB into HKD throughout this announcement is based on the exchange rate of RMB1 to HK$1.1201 quoted on 21 August 2020 which is provided for information purposes only.

By Order of the Board

Shenyang Public Utility Holdings Company Limited

Zhang Jing Ming

Chairman

Shenyang, the PRC, 24 August 2020

As at the date of this announcement, the executive Directors are Mr. Zhang Jing Ming, Mr. Leng Xiao Rong and Mr. Chau Ting Yan, the non-executive Directors are Mr. Yin Zong Chen and Mr. Ye Zhi E and the independent non-executive Directors are Mr. Chan Ming Sun Jonathan, Mr. Guo Lu Jin and Ms. Gao Hong Hong.

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