Guangdong Investment : General Mandates for the Issue of Shares and the Repurchase of Shares, Re-election of Directors and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Guangdong Investment Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities, or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00270)

Board of Directors:	Registered Office:
Executive Directors	28th and 29th Floors
Mr. HUANG Xiaofeng (Chairman)	Guangdong Investment Tower
Mr. WEN Yinheng (Managing Director)	148 Connaught Road Central
Mrs. HO LAM Lai Ping, Theresa (Company Secretary)	Hong Kong
Mr. TSANG Hon Nam (Chief Financial Officer)
Non-Executive Directors
Mr. CAI Yong
Mr. ZHANG Hui
Ms. ZHAO Chunxiao
Mr. LAN Runing
Mr. LI Wai Keung
Independent Non-Executive Directors
Dr. CHAN Cho Chak, John, GBS, JP
Dr. the Honourable LI Kwok Po, David, GBM, GBS, OBE, JP
Mr. FUNG Daniel Richard, SBS, QC, SC, JP
Dr. the Honourable CHENG Mo Chi, Moses, GBM, GBS, OBE, JP
Mr. WU Ting Yuk, Anthony, Standing Committee Member
of CPPCC National Committee, GBS, JP	26 April 2019
To the shareholders

Dear Sir or Madam,

GENERAL MANDATES FOR THE ISSUE OF SHARES AND

THE REPURCHASE OF SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

1.INTRODUCTION

The purpose of this circular is to give you notice of the annual general meeting of Guangdong Investment Limited (the "Company") to be held on Monday, 17 June 2019 at 3:00 p.m. (the "AGM"), and information on matters to be dealt with at the AGM, inter alia:

(a)the grant of general mandates (the "General Mandates") to the directors of the Company (the "Directors") to issue and repurchase ordinary shares ("Shares" or "Share") of the Company; and

(b)the re-election of the retiring Directors.

2.GENERAL MANDATES

At the annual general meeting of the Company held on 15 June 2018, ordinary resolutions were passed to grant general mandates to the Directors (i) to allot, issue and otherwise deal with new Shares of up to 10% of the total number of Shares of the Company in issue as at 15 June 2018; and (ii) to repurchase Shares on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") of up to 10% of the total number of Shares of the Company in issue as at 15 June 2018. These general mandates will expire at the conclusion of the AGM. In order to provide continual flexibility to the Directors, ordinary resolutions will be proposed at the AGM to renew these mandates.

(a)Issue Mandate

At the AGM, an ordinary resolution (Ordinary Resolution No. 5 in the notice convening the AGM as set out in Appendix III to this circular (the "AGM Notice")) will be proposed to grant a new general and unconditional mandate to the Directors to issue, at any time during the Relevant Period (as defined in Ordinary Resolution No. 5), Shares representing up to 10% of the total number of Shares of the Company in issue on the date of the passing of Ordinary Resolution No. 5 (the "Issue Mandate").

As at 23 April 2019 (the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular) (the "Latest Practicable Date"), the number of Shares of the Company in issue was 6,537,821,440 Shares. Subject to the passing of the proposed resolution for approving the Issue Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the date of the AGM, the Company would be allowed under the Issue Mandate to issue up to a limit of 653,782,144 Shares.

(b)Repurchase Mandate

At the AGM, an ordinary resolution (Ordinary Resolution No. 6 in the AGM Notice) will be proposed to grant a new general and unconditional mandate to the Directors to exercise the powers of the Company to repurchase, at any time during the Relevant Period (as defined in Ordinary Resolution No. 6), Shares of up to a maximum of 10% of the total number of Shares of the Company in issue on the date of the passing of Ordinary

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Resolution No. 6 (the "Repurchase Mandate"). An explanatory statement setting out the requisite information regarding the Repurchase Mandate as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time (the "Listing Rules"), is set out in Appendix I to this circular.

As at the Latest Practicable Date, the number of Shares of the Company in issue was 6,537,821,440 Shares. Subject to the passing of the proposed resolution for approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase up to a limit of 653,782,144 Shares.

3.RE-ELECTIONOF DIRECTORS

Pursuant to Articles 77 to 79 of the Articles of Association of the Company, Mr. Wen Yinheng ("Mr. Wen"), Mrs. Ho Lam Lai Ping, Theresa ("Mrs. Ho"), Mr. Cai Yong ("Mr. Cai"), Mr. Zhang Hui ("Mr. Zhang"), Dr. Chan Cho Chak, John ("Dr. Chan") and Mr. Wu Ting Yuk, Anthony ("Mr. Wu") will retire by rotation at the AGM and shall be eligible for re-election.

Mr. Wen, Mrs. Ho, Mr. Cai, Dr. Chan and Mr. Wu, being eligible, have offered themselves for re-election at the AGM. As Mr. Zhang has reached his retirement age, he will not offer himself for re-election and will retire from office after the conclusion of the AGM.

Set out below is the information relating to the re-election of Dr. Chan and Mr. Wu as independent non-executive directors of the Company (the "Re-electing INEDs") according to Rule 3.13 and Code Provisions A.4.3 and A.5.5 of Appendix 14 of the Listing Rules:

(a)Confirmation of Independence

Each of the Re-electing INEDs has provided the annual confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules. None of them has any relationship with any substantial shareholder, fellow Directors and management of the Company which would interfere with the exercise of independent judgment.

The Company is therefore of the view that both Dr. Chan and Mr. Wu meet the independence guidelines set out in Rule 3.13 of the Listing Rules and are independent in accordance with the terms of the guidelines.

(b)Reasons for recommending the Re-electing INEDs

i. Process for selecting directors and attributes of the Re-electing INEDs

The board of Directors (the "Board") is responsible for recommending Directors for re-election by the shareholders of the Company (the "Shareholders") at the general meeting. It has delegated the relevant screening and evaluation process to the Nomination Committee, which identifies suitably qualified Director candidates and recommends them to the Board.

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When evaluating Directors for nomination, the Nomination Committee mainly takes into account: (i) diversity, (ii) character and integrity, (iii) professional qualifications, skills and knowledge, (iv) experience relevant to the Company's business and corporate strategy, (v) commitment to enhancing shareholder value and (vi) fulfillment of independence requirements (for Independent Non-Executive Directors). The Nomination Committee then makes recommendation to the Board which in turn makes recommendation to the Shareholders in respect of the proposed re-election of Directors at the general meeting.

At a meeting of the Nomination Committee held on 29 March 2019 at which each of the Re-Electing INEDs had abstained from voting when his own nomination was being considered, the Nomination Committee recommended the Re-Electing INEDs to the Board. The Nomination Committee considers that the Re-electing INEDs are highly regarded incumbents with a wealth of expertise and experience relevant to the Company. As described below, Dr. Chan has extensive experience in public administration and other segments including banking, properties and transport, which enables him to provide valuable insights on the Group's principal businesses. Mr. Wu has extensive experience in accounting and ample knowledge about various segments, including a number of public bodies in the People's Republic of China and financial industry. His accounting expertise helps to add great value to the Company's audit oversight for better shareholder interest protection. Being highly accomplished individuals in their respective industries, fields and communities, Dr. Chan and Mr. Wu provide constructive advice to the Company and contribute to effective decision making of the Board.

Having regard to the independence confirmations as well as the contributions that each of the Re-electing INEDs has made as described herein, the Board considers that the re-election of Dr. Chan and Mr. Wu as Directors is in the best interest of the Company and Shareholders as a whole and accepts the Nomination Committee's recommendations.

ii.Other listed company directorship

None of the Re-electing Directors is holding seven or more directorships in listed company.

iii.Skills and experience of the Re-electing INEDs

Dr. Chan has served the Hong Kong Government in senior positions and held directorship in listed conglomerates of various industries. The Board benefits from Dr. Chan's significant and in-depth experience in the operation of the public sector and large-scale companies as well as his diligent fulfillment of Directors' duties.

Mr. Wu's sound finance background and accounting expertise as well as exposure to a variety of public organizational practices and diverse operating environment arising from his directorship at other large listed companies and membership/advisory role at different institutions enable him to contribute effectively and to provide a panoramic view to the Board.

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iv.Contribution to diversity of the Board

The Company considers diversity in a broad sense, including but not limited to gender, age, cultural and educational background, professional experience, skills, industry knowledge and length of service. It also takes into consideration its own business model and specific needs from time to time. As explained above, both Dr. Chan and Mr. Wu possess a diverse blend of skills, background, experience and viewpoint that are crucial to drive the Company forward in the ever-evolving competitive landscape. They bring a broad perspective to the Board and provide constructive thoughts for the Company's overall strategic planning and business development.

v.Length of services

Pursuant to A.4.3 of Appendix 14 to the Listing Rules, serving more than nine years could be relevant to the determination of a non-executive director 's independence. Any further appointment of an independent non-executive director serving more than nine years should be subject to a separate resolution to be approved by the Shareholders.

Dr. Chan has been an Independent Non-Executive Director of the Company for more than nine years. A separate resolution will be proposed for his re-election at the AGM. Dr. Chan does not have any management role in the Company and its subsidiaries and he has clearly demonstrated diligence, willingness to exercise independent judgment and has been giving objective views to the Company. There is no evidence that length of tenure is having an adverse impact on his independence.

The Board is satisfied that, as well proven by the valuable independent judgement and advice given by Dr. Chan over the years, he has the required character, integrity, independence and experience to fulfill the role of an Independent Non-Executive Director. The Board is not aware of any circumstances that might influence Dr. Chan in exercising his independent judgement.

Information relating to Mr. Wen, Mrs. Ho, Mr. Cai, Dr. Chan and Mr. Wu as required to be disclosed under Rules 13.51(2) and 13.74 of the Listing Rules is set out in Appendix II to this circular.

4.AGM

Shareholders are advised to read the AGM Notice and to complete and return the enclosed form of proxy for use at the AGM in accordance with the instructions printed thereon and deposit the same with the Company's share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the AGM or any adjourned meeting should they so wish.

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