Binhai Investment : (1) PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES (2) INCREASE IN AUTHORISED SHARE CAPITAL (3) RE-ELECTION OF THE RETIRING DIRECTORS AND (4) 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)

1. PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES
2. 1. INCREASE IN AUTHORISED SHARE CAPITAL
   2. RE-ELECTIONOF THE RETIRING DIRECTORS

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the "AGM") of Binhai Investment Company Limited to be held at 35/F, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong on Friday, 14 May 2021 at 10:00 a.m. is set out on pages 19 to 24 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 1712-1716, 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.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please refer to pages 1 to 2 of this circular for measures being taken to prevent and control the spread of the Novel Coronavirus (COVID-19) at the AGM, including:

• compulsory temperature checks
• compulsory wearing of surgical face masks inside the AGM venue at all times
• no distribution of corporate gifts and refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

7 April 2021

CONTENTS

			Page
Precautionary Measures for the Annual General Meeting . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . .	5
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . .	6
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . .	6
Increase in authorised share capital . . . . . . . . . . . . . . . . .	7
Re-election of retiring Directors . . . . . . . . . . . . . . . . . .	7
Annual General Meeting . . . . . . . . . . . . . . . . . . . . .	9
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . .	9
Action to be taken . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I	-	Explanatory Statement . . . . . . . . . . . . . . . .	11
Appendix II	-	Details of retiring Directors proposed to be re-elected . . . .	15
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . .	19

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing Novel Coronavirus (COVID-19) pandemic and recent requirements for prevention and control of its spread, the Company will implement the following precautionary measures at the AGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:

1. Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue.
2. Attendees must wear surgical face masks inside the AGM venue at all times, and maintain a safe distance between seats.
3. No refreshments will be served, and there will be no corporate gifts.

To the extent permitted under the laws of Hong Kong, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders' health and safety and in line with recent guidelines for prevention and control of COVID-19, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by submitting proxy forms with voting instructions inserted, Shareholders may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The proxy form for the AGM is enclosed with this circular. Alternatively, the proxy form can be downloaded from the "Investor Relations - Information Disclosure" section of the Company's website at www.binhaiinv.com. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks, brokers or custodians (as the case may be) to assist you in the appointment of proxy.

- 1 -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

If Shareholders choosing not to attend the AGM in person have any questions about the relevant resolutions, or about the Company or any matters which require communication with the Board, they are welcome to contact the Company as follows:

Email: [e-mail]

Tel: [phone]

Fax: [phone]

If Shareholders have any questions relating to the AGM, please contact Hong Kong Registrars Limited, the Company's branch share registrar in Hong Kong as follows:

Hong Kong Registrars Limited

Shops 1712-1716, 17th Floor, Hopewell Centre 183 Queen's Road East

Wanchai, Hong Kong

Website: www.computershare.com/hk/contact

Tel: [phone]

Fax: [phone]

- 2 -

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 2020 to be held at 35/F, Two Pacific
	Place, 88 Queensway, Admiralty, Hong Kong on Friday,
	14 May 2021 at 10:00 a.m.
"Board"	the board of Directors
"Bye-laws"	the bye-laws of the Company
"Company"	Binhai Investment Company Limited, a company 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 lawful 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"	26 March 2021, 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

- 3 -

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 of the 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 and Share Buy-backs
"%"	per cent.

- 4 -

Letter from the board

(Incorporated in Bermuda with limited liability)

(Stock code: 2886)

Executive Directors:	Registered Office:
Mr. Wang Zhiyong (Chairman)	Clarendon House
Mr. Zuo Zhi Min (Vice Chairman)	2 Church Street
Mr. Gao Liang (General Manager)	Hamilton HM11
	Bermuda
Non-Executive Directors:
Mr. Wang Gang	Principal place of business in
Mr. Shen Hong Liang	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

7 April 2021

To the Shareholders

Dear Sir or Madam,

1. PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES
2. 1. INCREASE IN AUTHORISED SHARE CAPITAL
   2. RE-ELECTIONOF THE RETIRING DIRECTORS

AND

(4) 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, the increase in the authorised share capital and the re-election of the retiring Directors, and to seek your approval at the AGM in connection with, inter alia, such matters.

- 5 -

Letter from the board

ISSUE MANDATE

At the annual general meeting of the Company held on 15 May 2020, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to allot, issue and deal with the Shares. Such general mandate will lapse at the conclusion of the AGM. It is therefore proposed to renew such general mandate at the AGM.

The Issue Mandate to issue Shares up to a maximum of 20% of the total number of Shares in issue at the date of the relevant resolution will, if granted, remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by laws or regulations of Bermuda or the Bye-laws to be held; and (iii) the date on which the authority set out in the resolution approving the Issue Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

On the basis of 1,352,025,133 Shares in issue at the Latest Practicable Date and assuming no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the AGM, if the Issue Mandate is exercised in full, it will result in the Directors being authorized to issue, allot and deal with a maximum of 270,405,026 Shares. After deducting 27,040,503 Shares which may be issued upon exercise of all the share options granted under the share option scheme adopted by the Company on 13 January 2021 up to the Latest Practicable Date, any issue of new Shares exceeding 120,934,364 Shares under the Issue Mandate will be subject to the passing of the resolution for approving the proposed increase in the authorised share capital of the Company at the AGM.

Ordinary resolutions will be proposed at the AGM to grant to the Directors the Issue Mandate, and to authorize the extension of the Issue Mandate by the number of Shares repurchased pursuant to the Repurchase Mandate, details of which are set out in ordinary resolutions nos. 5(A) and 5(C) respectively in the notice of AGM.

REPURCHASE MANDATE

Also at the annual general meeting of the Company held on 15 May 2020, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to exercise the powers of the Company to repurchase its own Shares. Such general mandate will lapse at the conclusion of the AGM. It is therefore proposed to renew such general mandate at the AGM.

- 6 -

Letter from the board

An ordinary resolution will be proposed at the AGM to grant to the Directors the Repurchase Mandate, details of which are set out in ordinary resolution no.5(B) in the notice of AGM. The Shares which may be repurchased pursuant to the Repurchase Mandate is limited to a maximum of 10% of the total number of Shares in issue as at the date of passing of the resolution approving the Repurchase Mandate.

An explanatory statement as required under the Listing Rules, giving certain information regarding the Repurchase Mandate, is set out in Appendix I to this circular.

INCREASE IN AUTHORISED SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company was HK$750,000,000 divided into 1,500,000,000 Shares of HK$0.10 each, 170,000,000 convertible non-voting preference shares of HK$1.00 each ("Convertible Preference Shares") and 8,600,000 redeemable non-voting preference shares of HK$50.00 each ("Redeemable Preference Shares"). Among 1,500,000,000 Shares in the authorised share capital, 1,352,025,133 Shares had been allotted and issued as fully paid or credited as fully paid.

In order to provide the Company with greater flexibility to issue new Shares for, including but not limited to, fund raising and exercise of share options in the future as and when appropriate, the Board proposes to increase the authorised share capital of the Company from HK$750,000,000 (divided into 1,500,000,000 Shares of HK$0.10 each, 170,000,000 Convertible Preference Shares of HK$1.00 each and 8,600,000 Redeemable Preference Shares of HK$50.00 each) to HK$828,000,000 (divided into 2,280,000,000 Shares of HK$0.10 each, 170,000,000 Convertible Preference Shares of HK$1.00 each and 8,600,000 Redeemable Preference Shares of HK$50.00 each) by the creation of an additional 780,000,000 new Shares.

With regard to the proposed increase in the authorised share capital of the Company, the Board has no present intention to issue any part of the increased authorised share capital of the Company.

An ordinary resolution to approve the proposed increase in the authorised share capital of the Company will be proposed to the Shareholders for approval at the AGM, details of which are set out in ordinary resolution no. 5(D) in the notice of AGM.

RE-ELECTION OF THE RETIRING DIRECTORS

The Board currently consists of nine Directors, namely, Mr. Wang Zhiyong, Mr. Zuo Zhi Min, Mr. Gao Liang, Mr. Wang Gang, Mr. Shen Hong Liang, Mr. Yu Ke Xiang, Mr. Ip Shing Hing, J.P. ("Mr. Ip"), Mr. Lau Siu Ki, Kevin and Professor Japhet Sebastian Law.

- 7 -

Letter from the board

In accordance with the Bye-laws, Mr. Gao Liang, Mr. Yu Ke Xiang and Mr. Ip, who have been longest in office since their last re-election, will retire by rotation at the AGM and, being eligible, offer themselves for re-election.

The nomination committee of the Company nominated Mr. Ip to the Board for it to propose to the Shareholders for re-election at the AGM. The Board proposed that Mr. Ip be re-elected as an independent non-executive Director at the AGM. Pursuant to code provision A.4.3 of the Corporate Governance Code and Corporate Governance Report set out in Appendix 14 of the Listing Rules, as Mr. Ip has served as an independent non- executive Director for more than 9 years, his re-election will be subject to a separate resolution to be approved by the Shareholders.

The nomination committee of the Company and the Board have reviewed the annual written confirmation of independence of Mr. Ip and assessed his independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules. He does not have any relationship with any Directors, chief executive and senior management of the Company, substantial Shareholders or controlling Shareholders. The nomination committee of the Company and the Board are also not aware of any circumstance that might influence Mr. Ip in exercising independent judgment, and are satisfied that he has the required character, integrity, independence and experience to fulfill the role of an independent non-executive director. On this basis, Mr. Ip is considered independent.

Mr. Ip has extensive professional experience in the legal fields. He was identified as a suitable candidate to join an independent committee of the Company in the transition period when the Group was undergoing restructuring for resumption of trading of the Shares on the Stock Exchange, and was subsequently nominated and appointed as an independent non-executive Director in 2009 when the Shares resumed trading on the Stock Exchange. As an independent non-executive Director with in-depth understanding of the Group's operations and business, Mr. Ip has expressed objective views and given independent guidance to the Company over the years. He contributes to the diversity of the Board by bringing his professional skills, knowledge and valuable experience in the areas of legal fields to the Board.

Based on the above, the Board considers that the re-election of Mr. Ip as an independent non-executive Director is in the best interests of the Company and the Shareholders as a whole and that he should be re-elected.

Brief biographical details of the above retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

- 8 -

Letter from the board

ANNUAL GENERAL MEETING

The notice convening the AGM, which contains, inter alia, ordinary resolutions to approve the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate, the increase in the authorised share capital and the re-election of retiring Directors, is set out on pages 19 to 24 of this circular.

The register of members of the Company will be closed from Tuesday, 11 May 2021 to Friday, 14 May 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all completed transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Monday, 10 May 2021.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the AGM pursuant to Bye-law 66 and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

ACTION TO BE TAKEN

A proxy form for use at the AGM is enclosed herein. Whether or not you intend to attend the AGM, 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 17M 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 you from attending and voting at the AGM, or any adjourned meeting, should you so wish.

- 9 -

Letter from the board

RECOMMENDATION

The Directors believe that the granting of the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate, the increase in the authorised share capital and the re-election of the retiring Directors are in the best interests of the Company as well as the Shareholders. Accordingly, the Directors recommend that all the Shareholders should vote in favour of all the relevant resolutions relating to the aforesaid matters.

By Order of the Board

Binhai Investment Company Limited

Gao Liang

Executive Director

- 10 -

Appendix I	Explanatory Statement

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide you with requisite information for your consideration of the Repurchase Mandate.

1. EXERCISE OF THE REPURCHASE MANDATE
2. 1. 
      Exercise in full of the Repurchase Mandate, on the basis of 1,352,025,133 Shares in issue as at the Latest Practicable Date and assuming no Shares are issued or repurchased after the Latest Practicable Date and up to the date of the AGM, could result in up to 135,202,513 Shares being repurchased by the Company during the period up to (i) the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws of Bermuda to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.
3. REASONS FOR REPURCHASES
4. 
   Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share.
5. FUNDING OF REPURCHASES
6. 
   In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association and the Bye-laws of the Company and the applicable laws and regulations of Bermuda. Bermuda laws provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either (i) the capital paid up on the relevant shares or (ii) the funds of the Company otherwise available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium of the Company. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

- 11 -

Appendix I	Explanatory Statement

4. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association and the Bye-laws of the Company and the applicable laws and regulations of Bermuda.

None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective close associates (as defined in the Listing Rules), have any present intention, if the Repurchase Mandate is exercised, to sell Shares to the Company.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company or has undertaken not to do so.

If as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase in the interest in the Company, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

- 12 -

Appendix I	Explanatory Statement

As at the Latest Practicable Date, the Shareholders who were interested in 10% or more of the total issued Shares and their interests in the Shares were as follows:

			Approximate
			percentage
			of total
			issued
		Approximate	Shares if the
		percentage	Repurchase
	Number	of existing	Mandate is
	of Shares	total issued	exercised
Name of Shareholder	interested in	Shares	in full
Tianjin TEDA Investment
Holding Co. Ltd. (Note 1)	479,022,505	35.43%	39.37%
China Petrochemical
Corporation (Note 2)	405,472,337	29.99%	33.32%

Notes:

1. By virtue of the SFO, Tianjin TEDA Investment Holding Co. Ltd. is deemed to be interested in all the Shares held by TEDA Hong Kong Property Company Limited, a wholly-owned subsidiary of Tianjin TEDA Investment Holding Co. Ltd.
2. By virtue of the SFO, China Petrochemical Corporation is deemed to be interested in all the Shares held by Great Wall Energy Investment (Hong Kong) Limited, an indirect subsidiary of China Petrochemical Corporation.

In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the percentage shareholdings of the above Shareholders would be increased to approximate percentages shown in the last column above. Accordingly, to the best of the knowledge and belief of the Directors, an obligation to make a mandatory general offer by Tianjin TEDA Investment Holding Co. Ltd. together with parties acting in concert with it, and China Petrochemical Corporation together with parties acting in concert with it, might arise under the Takeovers Code respectively if the Repurchase Mandate is exercised.

- 13 -

Appendix I	Explanatory Statement

Save as mentioned above, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate and have no present intention to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such an extent as to result in triggering the obligations under the Takeovers Code. In any event, the Company will not repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%.

1. SHARES PURCHASED BY THE COMPANY
   The Company did not purchase any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
2. SHARE PRICES
   The table below is a summary of the highest and lowest traded prices in each of the previous twelve months prior to the Latest Practicable Date:

	Shares
	Highest	Lowest
	Traded Price	Traded Price
	HK$	HK$
2020
March	1.30	1.10
April	1.48	1.16
May	1.29	1.15
June	1.29	1.05
July	1.21	1.05
August	1.35	1.10
September	1.25	1.12
October	1.28	1.15
November	1.30	1.17
December	1.20	1.14
2021
January	1.32	1.15
February	1.78	1.25
March (up to the Latest Practicable Date)	1.75	1.50

- 14 -

Appendix II Details of retiring Directors proposed to be re-elected

The following are the particulars of the retiring Directors proposed to be re-elected at the AGM:

Mr. Gao Liang ("Mr. Gao"), aged 53, has been the General Manager and an executive Director of the Company since 4 August 2009. He has been the Compliance Officer of the Company since February 2010. He is also the general manager of Binhai Investment (Tianjin) Company Limited, a wholly-owned subsidiary of the Company incorporated in the PRC since April 2009. Mr. Gao is a senior engineer. He graduated from Wuhan Urban Construction Institute（武漢城市建設學院）with a major in environment hygiene engineering in 1988, and obtained a master's degree in business administration from Nankai University（南開大學）in 2005. He was the deputy director of the Science Promotion Center of Urban and Rural Development Administrative Committee of Tianjin Municipal （天津市城鄉建設管理委員會科技推廣中心）for the period from 1993 to 1995 and the deputy director of the Tianjin Municipal Environmental and Hygienic Engineering Design Council（天津市環衛工程設計院）for the period from 1995 to 2001.

Mr. Gao is a member of the nomination committee and the risk committee of the Company.

Save as disclosed above and as at the Latest Practicable Date, Mr. Gao did not hold any other positions with the Company and its subsidiaries, and did not hold any directorship in the last three years in other public companies of which the securities are listed on any securities market in Hong Kong or overseas, and was not connected with any other Directors, senior management of the Company or substantial or controlling Shareholders.

As at the Latest Practicable Date, Mr. Gao had share options to subscribe for 1,174,143 Shares within the meaning of Part XV of the SFO.

Pursuant to a service contract entered into between the Company and Mr. Gao, Mr. Gao was appointed for a term of three years commencing on 4 August 2018, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the requirement of the Bye-laws. He is entitled to a director's fee of HK$200,000 per year, which has been reviewed by the remuneration committee of the Company and determined by the Board with reference to market rates, his performance, qualifications and experience.

Save as disclosed above, Mr. Gao has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there is no information to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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Appendix II Details of retiring Directors proposed to be re-elected

Mr. Yu Ke Xiang. ("Mr. Yu"), aged 50, has been as a non-executive Director since 26 July 2018. He graduated from The Tianjin University of Finance and Economics with a Bachelor's Degree in Economics in 1993 and a Master's Degree in Economics in 1999. Mr. Yu has been in financial asset investment management (foreign and domestic capital markets) and fund operations for many years. He joined Tianjin Development Holdings Limited（天津發展控股有限公司）(Stock Code: 882) ("Tianjin Development") since 2010 and has served in various roles including deputy general manager and general manager of Tianjin Development Assets Management Company Limited（天津發展資產管理有 限公司）, a wholly-owned subsidiary of Tianjin Development. Prior to joining Tianjin Development, Mr. Yu was an assistant to manager of investment banking division and manager of securities division of Northern International Trust and Investment Company Limited（北方國際信託投資股份有限公司）, head of operations of Tianjin Guoneng Investment Company Limited（天津國能投資有限公司）, senior project manager of fund utilization department of Bohai Property Insurance Company Limited（渤海財產保險股 份有限公司）, etc. He is currently the head of capital operation department of Tianjin Development, general manager of Tsinlien (Tianjin) Asset Management Company Limited （津聯（天津）資產管理有限公司）(a wholly-owned subsidiary of Tsinlien Group Company Limited（津聯集團有限公司）("Tsinlien")), vice president of capital business department of Tianjin Tsinlien Investment Holdings Company Limited（天津津聯投資控股有限公 司）("Tsinlien Investment Holdings") (both Tsinlien and Tsinlien Investment Holdings being the controlling shareholders of Tianjin Development), as well as a director of certain subsidiaries of Tianjin Development, Tsinlien and Tsinlien Investment Holdings.

Save as disclosed above and as at the Latest Practicable Date, Mr. Yu did not hold any other positions with the Company and its subsidiaries, and did not hold any directorship in the last three years in other public companies of which the securities are listed on any securities market in Hong Kong or overseas, and was not connected with any other Directors, senior management of the Company or substantial or controlling Shareholders.

As at the Latest Practicable Date, Mr. Yu did not have any interest in Shares within the meaning of Part XV of the SFO.

Pursuant to a service contract entered into between the Company and Mr. Yu, Mr. Yu was appointed for a term of three years commencing on 26 July 2018, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the requirement of the Bye-laws. He is entitled to a director's fee of HK$200,000 per year, which has been reviewed by the remuneration committee of the Company and determined by the Board with reference to market rates, his performance, qualifications and experience.

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Appendix II Details of retiring Directors proposed to be re-elected

Save as disclosed above, Mr. Yu has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there is no information to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. Ip Shing Hing, J.P. ("Mr. Ip"), aged 65, has been an independent non-executive Director since 23 March 2009. He holds a Bachelor of Laws (Hons.) Degree from the University of Hong Kong and a Master of Arts: Arbitration and Alternative Dispute Resolution from the City University of Hong Kong. He is a solicitor and Notary Public, Hong Kong SAR and China-Appointed Attesting Officer, and Justice of Peace, and has been a practising solicitor in Hong Kong for more than 30 years. He also serves as an independent non-executive director of Far East Hotels and Entertainment Limited and PC Partner Group Limited (both listed on the Stock Exchange). He was an independent non- executive director of Quam Limited (listed on the Stock Exchange) during the period from 1 October 2006 to 30 September 2008. He is enthusiastic in community activities which include serving as the President of The Law Society of Hong Kong (2002-2004), Vice- President of The Law Society of Hong Kong (1999-2002),part-time Member of Central Policy Unit (2004-2005), Deputy Chairman of the Council of Lingnan University (2014- 2020), Council Member of the Association of China-Appointed Attesting Officers Limited (since 2002), Director of Hong Kong Chinese General Chamber of Commerce (since 1997) and member of Committee of the Action Committee Against Narcotics.

Mr. Ip is the chairman of the nomination committee and the risk committee of the Company, and a member of the audit committee and the remuneration committee of the Company.

Save as disclosed above and as at the Latest Practicable Date, Mr. Ip did not hold any other positions with the Company and its subsidiaries, and did not hold any directorship in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas, and was not connected with any other Directors, senior management of the Company or substantial or controlling Shareholders.

As at the Latest Practicable Date, Mr. Ip did not have any interest in Shares within the meaning of Part XV of the SFO.

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Appendix II Details of retiring Directors proposed to be re-elected

Pursuant to a letter of appointment entered into between the Company and Mr. Ip, Mr. Ip was appointed for a term of two years commencing on 15 May 2020, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the requirement of the Bye-laws. He is entitled to a director's fee of HK$22,000 per month, which has been reviewed by the remuneration committee of the Company and determined by the Board with reference to market rates, his performance, qualifications and experience.

Save as disclosed above, Mr. Ip has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there is no information to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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Notice of Annual General Meeting

(Incorporated in Bermuda with limited liability)

(Stock code: 2886)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Binhai Investment Company Limited (the "Company") will be held at 35/F, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong on Friday, 14 May 2021 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements for the year ended 31 December 2020 and the report of the directors and the independent auditor's report thereon.
2. To approve a final dividend for the year ended 31 December 2020.
3. (A) To re-elect the following retiring directors of the Company (the "Directors"):
4. 1. 1. To re-elect Mr. Gao Liang as executive Director;
      2. To re-elect Mr. Yu Ke Xiang as non-executive Director;
      3. To re-elect Mr. Ip Shing Hing, J.P. as independent non-executive Director; and
   2. To authorize the board of Directors (the "Board") to fix the remuneration of Directors.
5. To re-appoint PricewaterhouseCoopers as auditor of the Company for the ensuing year and to authorize the Board to fix the remuneration of auditor.

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Notice of Annual General Meeting

To consider and, if thought fit, pass the following resolutions with or without amendments as ordinary resolutions of the Company by way of special business:

ORDINARY RESOLUTIONS

5. (A) "THAT:

1. Subject to paragraph (c) below, and pursuant to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional ordinary shares of HK$0.10 each in the capital of the Company (the "Shares") and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such power after the end of the Relevant Period;
3. the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than (i) a Rights Issue (as hereinafter defined); (ii) an issue of Shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire Shares; (iii) an issue of Shares as scrip dividends pursuant to the bye-laws of the Company from time to time; or (iv) an issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company issued or any securities issued by the Company which are convertible into Shares, shall not exceed 20% of the total number of the issued Shares as at the date of passing this Resolution provided that if any subsequent consolidation

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Notice of Annual General Meeting

or subdivision of Shares is effected, the maximum number of Shares that may be issued pursuant to the approval in paragraph (a) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and

1. for the purpose of this Resolution,
   "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by laws or regulations of Bermuda or the bye-laws of the Company to be held; or
   3. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of Shares open for a period fixed by the Directors to the holders of Shares on the register on fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company)."

1. "THAT:
2. 1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase ordinary shares of HK$0.10 each in the capital of the Company (the "Shares") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the

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Notice of Annual General Meeting

requirements of the Listing Rules (as defined in ordinary resolution in item 5(A) of the notice convening the meeting) or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

1. 1. the total number of Shares which the Company is authorized to repurchase pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of the issued Shares as at the date of passing this Resolution provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be repurchased pursuant to the approval in paragraph (a) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and
   2. for the purposes of this Resolution,
      "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
   3. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by laws or regulations of Bermuda or the bye-laws of the Company to be held; or
      3. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."
2. "THAT subject to the passing of Resolutions in items 5(A) and 5(B) of the notice convening the meeting, the general mandate granted to the Directors to allot, issue and deal with additional ordinary shares of HK$0.10 each in the capital of the Company (the "Shares") pursuant to Resolution in item 5(A) of the notice convening this meeting be and is hereby extended by the addition thereto of a number representing the total number of Shares repurchased by the Company under the authority granted pursuant to Resolution in item 5(B) of the notice convening this meeting, provided that such number of Shares

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Notice of Annual General Meeting

so repurchased shall not exceed 10% of the total number of the issued Shares as at the date of passing the said Resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any or all of the Shares into a smaller or larger number of Shares after the passing of this resolution)."

1. "THAT:
2. 1. the authorised share capital of the Company be and is hereby increased from HK$750,000,000 (divided into 1,500,000,000 ordinary shares of HK$0.10 each (the "Shares"), 170,000,000 convertible non-voting preference shares of HK$1.00 each (the "Convertible Preference Shares") and 8,600,000 redeemable non-voting preference shares of HK$50.00 each (the "Redeemable Preference Shares")) to HK$828,000,000 (divided into 2,280,000,000 Shares of HK$0.10 each, 170,000,000 Convertible Preference Shares of HK$1.00 each and 8,600,000 Redeemable Preference Shares of HK$50.00 each) by the creation of an additional 780,000,000 new Shares (the "Increase in Authorised Share Capital"); and
   2. any one of the Directors be and is hereby authorised to do all such acts and things and execute all such documents which he considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Increase in Authorised Share Capital."

By Order of the Board

Binhai Investment Company Limited

Gao Liang

Executive Director

Hong Kong, 7 April 2021

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one proxy 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 need not be a member of the Company.

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Notice of Annual General Meeting

1. Where there are joint holders of any ordinary share of the Company any one of such joint holder may vote, either in person or by proxy, in respect of such ordinary share of the Company 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.
2. To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited with the branch share registrar of the Company in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
3. For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Tuesday, 11 May 2021 to Friday, 14 May 2021, both days inclusive, during which period no transfer of ordinary shares of the Company will be registered. In order to be eligible to attend and vote at the meeting, all completed transfer documents, accompanied by relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Monday, 10 May 2021.
4. For determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Monday, 24 May 2021 to Wednesday, 26 May 2021, during which no transfer of ordinary shares of the Company will be registered. In order to qualify for the proposed final dividend, all completed transfer documents, accompanied by relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Friday, 21 May 2021.
5. With regard to resolutions in item 3(A) set out in this notice, details of these retiring Directors are set out in Appendix II to the circular of the Company dated 7 April 2021.
6. In connection with the proposed repurchase mandate under ordinary resolution no. 5(B), an explanatory statement as required by the Listing Rules is set out in Appendix I to the circular of the Company dated 7 April 2021.
7. All resolutions set out in this notice will be decided by poll at the meeting.
8. As at the date of this notice, the Board comprises three executive Directors, namely, Mr. Wang Zhiyong, Mr. Zuo Zhi Min and Mr. Gao Liang, three non-executive Directors, namely, Mr. Wang Gang, Mr. Shen Hong Liang and Mr. Yu Ke Xiang and three independent non-executive Directors, namely, Mr. Ip Shing Hing, J.P., Mr. Lau Siu Ki, Kevin and Professor Japhet Sebastian Law.

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