Binhai Investment : ANNOUNCEMENT ON PROGRESS OF (1) CONNECTED TRANSACTION INVOLVING ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE AND (2) DISPOSAL OF SHARES BY CONTROLLING SHAREHOLDER

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

(Incorporated in Bermuda with limited liability)

(Stock Code: 2886)

ANNOUNCEMENT ON PROGRESS OF

1. CONNECTED TRANSACTION INVOLVING ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE

AND

(2) DISPOSAL OF SHARES BY CONTROLLING SHAREHOLDER

Reference is made to (1) the announcement (the "Announcement") and the circular (the "Circular") issued by Binhai Investment Company Limited (the "Company") on 23 April 2020 and 12 June 2020 respectively regarding the connected transaction involving issue of new shares under the specific mandate and the disposal of shares by the controlling shareholder; and (2) the poll results announcement issued by the Company on 3 July 2020 regarding the SGM. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement and the Circular.

Completion of the Subscription and the Disposal is conditional upon the fulfilment of the conditions precedent under the Subscription Agreement and the Share Purchase Agreement respectively.

As at the date of this announcement, the Company and Great Wall Gas have procured the fulfilment of the following conditions precedent for the Subscription:

1. the Listing Committee of the Stock Exchange has granted the approval for the listing of, and permission to deal in, the Subscription Shares;
2. the Company has (through TEDA Holding) obtained the approval for the Subscription from the Tianjin SASAC, and Great Wall Gas has completed the requisite filings to the NDRC and the MOFCOM for the Subscription;
3. the Independent Shareholders have passed the resolution to approve the Subscription Agreement and the transactions contemplated thereunder at the SGM in accordance with the requirements of the Listing Rules;

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1. the listing of the Shares has not been revoked and the Shares continue to be listed on the Stock Exchange, and the Stock Exchange or the SFC has not expressed that it will raise any objection against the listing status of the Shares as a result of the transactions contemplated under the Subscription Agreement; and
2. the compliance of any other requirements under the Listing Rules and all applicable laws, rules and regulations by the Company and Great Wall Gas in relation to the Subscription Agreement and the transactions contemplated thereunder.

As at the date of this announcement, TEDA HK and Great Wall Gas have procured the fulfilment of the following conditions precedent for the Disposal:

1. TEDA HK has (through TEDA Holding) obtained the approval for the Disposal from the Tianjin SASAC, and Great Wall Gas has completed the requisite filings to the NDRC and the MOFCOM for the Disposal;
2. the listing of the Shares has not been revoked and the Shares continue to be listed on the Stock Exchange, and the Stock Exchange or the SFC has not expressed that it will raise any objection against the listing status of the Shares as a result of the transactions contemplated under the Share Purchase Agreement; and
3. the compliance of any other requirements under the Listing Rules and all applicable laws, rules and regulations by TEDA HK and Great Wall Gas in relation to the Share Purchase Agreement and the transactions contemplated thereunder.

The Company, TEDA HK and Great Wall Gas will complete the Subscription and the Disposal pursuant to the terms of the Subscription Agreement and the Share Purchase Agreement as soon as practicable.

It is expected that the completion of the Subscription and the Disposal will take place on the same date.

As the completion of the Subscription and the Disposal is yet to take place, Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

By order of the Board

BINHAI INVESTMENT COMPANY LIMITED

Gao Liang

Executive Director

Hong Kong, 15 September 2020

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As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. ZHANG Bing Jun and Mr. GAO Liang, four non-executive Directors, namely, Mr. WANG Gang, Ms. CAO Hong Mei, Ms. PENG Bo 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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