Northwest Investment : Notice of AGM 29 June 2016

ffd36ba8-82e7-400f-8654-d8812b009055.pdf THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you

are in doubt about what action to take, you should obtain your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all or part of your existing shares or Depository Interests in Northwest Investment Group Ltd you should forward this document and the enclosed documents as soon as possible to the purchaser(s) or transferee(s) or the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser(s) or transferee(s). However, such documents should not be forwarded or transmitted into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction.

Northwest Investment Group Ltd

(Incorporated and registered in the British Virgin Islands under the BVI Business Companies Act, 2004 with registered number 1500784)

Notice of Annual General Meeting

Notice of the annual general meeting of the Company, to be held at 17:00 (Beijing time) on July 22, 2016 at VIP Room 2, F/20, Tower B, Yicheng International Centre, No. 10 Ronghua Zhonglu, Yizhuang Economy & Technology Development Zone, Beijing, P.R.C., is set out at the end of this document.

Shareholders will find enclosed with this document a Form of Proxy and a Form of Direction for use by Depository Interest holders at the Meeting. To be valid, the Form of Proxy should be completed and returned (or sent by facsimile to [phone] so as to be received at the offices of the Company at F/20, Tower B, Yicheng International Centre, No. 10 Ronghua Zhonglu, Yizhuang Economy & Technology Development Zone, Beijing, P.R.C. in each case marked for the attention of Ms. Sarah Lau not later than 5pm (Beijing Time) on July 21, 2016 in the case of Shareholders and for Depository Interest holders the Form of Direction should be returned to Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than 10am (BST) on July 21, 2016.

The completion and return of the Form of Proxy or Form of Direction will not affect your right to attend, speak at or vote in person at either the Meeting or any adjournment thereof, if you wish to do so. If you do not send a valid Form of Proxy or attend the Meeting in person and vote, no one else may vote on your behalf. Depository Interest holders wishing to attend, speak and/or vote at the Meeting should contact the Depository as per the instruction printed on the Form of Direction, in order to request a letter of corporate representation.

LETTER FROM THE CHAIRMAN OF NORTHWEST INVESTMENT GROUP LTD

(Incorporated and registered in the British Virgin Islands under the BVI Business Companies Act, 2004 with registered number 1500784)

Directors Registered Office

Mr. Kevin Lee Chairman Sea Meadow House

Mr. Kang Zheng Executive Director Blackburne Highway Ms.

Tracy Lau Executive Director P.O. Box 116

Mr Ka Ming Wong Non-executive Director Road Town

Mr Yi Feng Non-executive Director Tortola

British Virgin Islands

June 29, 2016

Dear Shareholder

1. The Meeting and the Resolutions

   On 9 June 2010, the Company raised £3 million and was successfully admitted to trading on the AIM market of the London Stock Exchange. Since then the Company has sought out investment opportunities in line with its investing policy being the acquisition or investment in the hydropower energy market in Western China. Whilst it was the Company's intention to have made a sizeable acquisition by now we have not yet concluded a transaction. However, the Company has commenced discussions with certain persons and organisations in order to progress such acquisition or investment in hydropower projects. As the Company has not substantially implemented its investing policy within 18 months of Admission then, in accordance with the AIM Rules, the Company's investing policy is subject to the approval of the Shareholders at the Meeting. Please see below for more information on this and also the resolution to wind-up the Company (which the Directors do not recommend the Shareholders vote in favour of).

   Set out at the end of this Circular is a notice convening the Meeting to be at 17.00 ( Beijing time) on July 22, 2016 at VIP Room 2, F/20, Tower B, Yicheng International Centre, No.10 Ronghua Zhonglu, Yizhuang Economy & Technology Development Zone, Beijing, P.R.C., at which the Resolutions will be proposed.

   Resolution 1 - Resolution 1 is to receive and adopt the audited annual report and accounts for the year ended 31 December 2015. Resolution 2 - this Resolution re-appoints UHY Hacker Young LLP as auditors of the Company and authorises the directors to fix the auditors' remuneration. Resolution 3 - In the Investing Policy which was approved at the 2015 Annual General Meeting, the Directors undertook to propose a resolution of the winding-up of the Company if no investments are made within three years of admission. No investments will have been made within that timeframe and as such this Resolution fulfils the Directors' commitment. However, the

   Directors recommend that Shareholders do not vote in favour of Resolution 3 but instead recommend they vote in favour of Resolution 4 which is to approve the Company's investing policy (as set out in the Appendix to the notice of the Meeting). Please note that if Resolution 3 is not passed (as the Directors recommend) then, as set out in the Admission Document and the Investing Policy, the Company will continue its operations and a similar resolution to wind-up the Company will be put to the Shareholders at the next annual general meeting year if the Company has not substantially implemented its investing policy by then.

   Resolution 4 - as the Company has not substantially implemented its investing policy within 18 months of Admission then, in accordance with the AIM Rules, the Company's investing policy (as set out in the Appendix) is subject to the approval of the Shareholders at the Meeting. Please review the investing policy set out in the Appendix.
2. Action to be taken

   Whether or not you propose to attend the Meeting in person, you are asked to complete the enclosed Form of Proxy and return it (or send it by facsimile to [phone] to the offices of the Company at VIP Room 2, F/20, Tower B, Yicheng International Centre, No.10 Ronghua Zhonglu, Yizhuang Economy & Technology Development Zone, Beijing, P.R.C., in each case marked for the attention of Ms. Sarah Lau no later than 5pm (Beijing Time) on July 21, 2016. Completion and return of a Form of Proxy will not preclude you from attending and voting in person at the General Meeting or any adjournment thereof in person if you so wish and are entitled to do so.

   Holders of Depository Interests should complete the Form of Direction enclosed with their notice of the Meeting and deposit it at Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR 3 4TU not later than 10:00 am (BST) on July 21, 2016. If you are a holder of Depository Interests and wish to attend and vote at the Meeting you must bring to the Meeting a letter of corporate representation validly executed on behalf of Capita IRG Trustees Limited (the "Depository"). A letter of corporate representation can be obtained on request from the Depository in accordance with the instructions printed on the Form of Direction.

3. Recommendation

The Directors consider that the Resolutions 1, 2 and 4 are in the best interests of the Company and the Shareholders as a whole and are most likely to promote the success of the Company for the benefit of the Shareholders as a whole. Accordingly, your Directors unanimously recommend that Shareholders vote in favour of the Resolutions 1, 2 and 4 to be proposed at the Meeting. The Directors recommend that the Shareholders do not vote in favour of Resolution 3 for the reasons given above.

Yours faithfullyKevin Lee Chairman

DEFINITIONS

The following words and expressions shall have the following meanings in this document unless the context otherwise requires:

"Admission Document"	the admission document of the Company published on 3 June 2010
"AIM Rules"	together, the AIM Rules for Companies, the AIM Rules for Nominated Advisers and the AIM Note for Investing Companies published by the London Stock Exchange, as amended from time to time
"BST"	British Summer Time
"Circular"	this document
"Company"	Northwest Investment Group Ltd
"CREST"	the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the transfer of title to shares in uncertificated form
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended)
"Depository"	Capita IRG Trustees Limited
"Depository Interest"	A dematerialised depository interest representing an entitlement to Shares which may be traded through CREST in dematerialised form
"Directors" or "Board"	the directors of the Company, whose names are set out in this Circular
"Form of Direction"	the form of direction enclosed with this Circular for use by Depository Interest holders at the Meeting
"Form of Proxy"	the form of proxy for use at the Meeting enclosed with this Circular
"Meeting"	the annual general meeting of the Company to be held on July 22, 2016 or any adjournment thereof, notice of which is set out at the end of this Circular
P.R.C.	People's Republic of China
"Resolutions"	the resolutions to be proposed at the Meeting, as set out in the notice of Meeting at the end of this Circular