Binhai Investment : Circulars - Proposals for General Mandates to Issue Shares and to Repurchase Shares Re-election of the Retiring Directors and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any 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 Binhai Investment Company Limited, you should at once hand this circular together with the enclosed proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the 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.

(Incorporated in Bermuda with limited liability)

(Stock Code: 2886)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND TO

REPURCHASE SHARES

RE-ELECTION OF THE RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Binhai Investment Company Limited to be held at Harbour East & West, 28/F, Park Lane Hotel, 310 Gloucester Road, Causeway Bay, Hong Kong on Friday, 10 May 2019 at 10:00 a.m. is set out on pages 17 to 22 of this circular. Whether or not you intend to attend the meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to 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 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. Completion and return of the proxy form will not preclude shareholders from attending and voting at the meeting, or any adjourned meeting, should they so wish.

8 April 2019

		CONTENTS
			Page
Definitions . . . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandate		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
Action to be taken. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			7
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			7
Appendix I	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II	-	Details of retiring Directors proposed to be re-elected . .	12
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			17

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DEFINITIONS

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

"AGM"	the annual general meeting of the Company for the year
	ended 31 December 2018 to be held at Harbour East & West,
	28/F, Park Lane Hotel, 310 Gloucester Road, Causeway Bay,
	Hong Kong on Friday, 10 May 2019 at 10:00 a.m.
"Bye-laws"	the bye-laws of the Company
"Board"	the board of Directors
"Company"	B i n h a i I n v e s t m e n t C o m p a n y L i m i t e d , a c o m p a n y
	incorporated in Bermuda with limited liability, the Shares of
	which are listed on Main Board of the Stock Exchange
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawfully currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Issue Mandate"	the general mandate to allot, issue and deal with Shares not
	exceeding 20% of the total number of Shares in issue as at
	the date of passing of the Shareholders' resolution approving
	the Issue Mandate
"Latest Practicable Date"	1 April 2019, being the latest practicable date for
	ascertaining certain information contained in this 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

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	DEFINITIONS
"Repurchase Mandate"	the general mandate to exercise the power of the Company
	to repurchase Shares up to a maximum of 10% of the total
	number of Shares in issue as at the date of passing of the
	Shareholders' resolution approving the Repurchase Mandate
"SFO"	the Securities and Futures Ordinance (Cap. 571 Laws of
	Hong Kong)
"Shareholder(s)"	registered holder(s) of the Shares
"Share(s)"	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Code on Takeovers and Mergers
"%"	per cent.

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LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code: 2886)

Executive Directors:	Registered Office:
Mr. Zhang Bing Jun (Chairman)	Clarendon House
Mr. Gao Liang (General Manager)	2 Church Street
	Hamilton HM11
Non-Executive Directors:	Bermuda
Mr. Shen Xiao Lin
Mr. Zhang Jun	Principal place of business in
Mr. Wang Gang	Hong Kong:
Mr. Yu Ke Xiang	Suites 3205-07, 32/F.
	Tower Two
Independent Non-executive Directors:	Times Square
Mr. Ip Shing Hing, J.P.	1 Matheson Street
Mr. Lau Siu Ki, Kevin	Causeway Bay
Professor Japhet Sebastian Law	Hong Kong
Mr. Tse Tak Yin
	8 April 2019
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND TO

REPURCHASE SHARES

RE-ELECTION OF THE RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposals for the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate and the re-election of the retiring Directors, and to seek your approval at the AGM in connection with, inter alia, such matters.

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