Binhai Investment : Announcements and Notices - Notice of Special General Meeting

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(Incorporated in Bermuda with limited liability)

(Stock Code: 2886)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Binhai Investment Company Limited (the "Company") will be held on 30 January 2019, at 10:30 am at Suites 3205-07, 32/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong to consider, and, if thought fit, pass the following resolution (with or without modifications) as an ordinary resolution of the Company:

ORDINARY RESOLUTIONS

1.

"THAT:

• (a) the Master Gas Supply Agreement as defined and described in the circular of the Company dated 14 January 2019 of which this resolution forms part (the "Circular") (a copy of each of the Master Gas Supply Agreement and the Circular having been produced at the meeting and marked "A" and "B" respectively and each initialed by the chairman of the meeting for the purpose of identification), and the transactions contemplated thereunder and in connection therewith and any other documents ancillary to it, be and are hereby approved, ratified and/or confirmed;

• (b) the Master Gas Supply Annual Caps (as defined and described in the Circular) be and are hereby approved;

• (c) the directors of the Company be and are hereby authorized for and on behalf of the Company to sign, seal, execute, perfect, perform and deliver all such documents, agreements, instruments and deeds, and do all such acts, matters or things and take all such steps as they may in their discretion consider to be necessary, desirable or expedient to implement and/or give effect to the Master Gas Supply Agreement and the transactions contemplated thereunder including the Master Gas Supply Annual Caps."

2.

"THAT:

• (a) the Master Gas Supply Connection Agreement as defined and described in the Circular (a copy of the Master Gas Supply Connection Agreement having been produced at the meeting and marked "C" and initialed by the chairman of the meeting for the purpose of identification), and the transactions contemplated thereunder and in connection therewith and any other documents ancillary to it, be and are hereby approved, ratified and/or confirmed;

• (b) the Master Gas Supply Connection Annual Caps (as defined and described in the Circular) be and are hereby approved; and

• (c) the directors of the Company be and are hereby authorized for and on behalf of the Company to sign, seal, execute, perfect, perform and deliver all such documents, agreements, instruments and deeds, and do all such acts, matters or things and take all such steps as they may in their discretion consider to be necessary, desirable or expedient to implement and/or give effect to the Master Gas Supply Connection Agreement and the transactions contemplated thereunder including the Master Gas Supply Connection Annual Caps."

By Order of the Board

BINHAI INVESTMENT COMPANY LIMITED

GAO Liang

Executive Director

Hong Kong, 14 January 2019

Notes:

• (1) A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies (if a member who is the holder of two or more ordinary shares of the Company) to attend and vote in his stead. A proxy needs not be a member of the Company.

• (2) Where there are joint holders of any ordinary share any one of such joint holder may vote, either in person or by proxy, in respect of such ordinary share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

• (3) To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such authority, must be deposited at the Company's branch share registrar in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof.

• (4) For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from 25 January 2019 to 30 January 2019, both days inclusive, during which period no transfer of ordinary shares will be registered. In order to be eligible to attend and vote at the meeting, all completed transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 24 January 2019.

• (5) As at the date hereof, the Board comprises two executive Directors, namely, Mr. Zhang Bing Jun and Mr. Gao Liang, four non-executive Directors, namely, Mr. Shen Xiao Lin, Mr. Zhang Jun, Mr. Wang Gang and Mr. Yu Ke Xiang, and four independent non-executive Directors, namely, Mr. Ip Shing Hing, J.P., Professor Japhet Sebastian Law, Mr. Tse Tak Yin and Mr. Lau Siu Ki, Kevin.