Guangdong Investment : Notice of Extraordinary General Meeting

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 Hong Kong with limited liability)

(Stock Code: 0270) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the "EGM") of Guangdong Investment Limited (the "Company") will be held at Concord Room, 8th Floor, Renaissance Harbour View Hotel Hong Kong, One Harbour Road, Wanchai, Hong Kong on Monday, 20 March 2017 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company: ORDINARY RESOLUTIONS

1. "THAT:

2. the Sale and Purchase Agreement dated 19 January 2017 entered into between GDH Limited and the Company in relation to the Acquisition (as defined and the particulars of which are set out in the circular of the Company dated 24 February 2017 to its shareholders), all transactions contemplated under the Sale and Purchase Agreement and the Acquisition, be and are hereby approved and confirmed;

3. the allotment and issue to the Vendor of 272,890,019 shares of the Company credited as fully paid-up at the issue price of HK$10.39 per share (the "Consideration Shares"), as part of the consideration for the Acquisition, be and is hereby approved; and

4. the authorisation of any one or more directors of the Company to sign, execute and deliver all such documents and take all such actions and steps and do such acts, matters and things as any one or more of them may consider necessary, appropriate, desirable or expedient to give full effect to this resolution, and for the purposes of or in connection with the Acquisition, the Sale and Purchase Agreement and the allotment and issue of the Consideration Shares, be and are hereby approved and confirmed."

5. "THAT Mr. CAI Yong be and is hereby re-elected as a Director of the Company."

By Order of the Board

Guangdong Investment Limited HUANG Xiaofeng

Chairman

Hong Kong, 24 February 2017

Registered office:

28th and 29th Floors

Guangdong Investment Tower 148 Connaught Road Central Hong Kong

Notes:

1. A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and, on a poll, vote in his place and such proxy need not be a shareholder of the Company.

2. To be valid, the form of proxy together with the power of attorney (if any) or other authority (if any) or the authority under which it is signed (or a notarially certified copy of such power or authority) must be delivered to 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 EGM or adjourned meeting. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the EGM or any adjourned meeting if he so wishes. If a shareholder who has lodged a form of proxy attends the EGM, his form of proxy will be deemed to have been revoked.

3. In the case of joint shareholders, 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 will be determined by the order in which the names stand in the Company's register of members in respect of the joint holding.

4. The register of members will be closed and no transfer of shares will be effected for one day on Monday, 20 March 2017 for determining the shareholders' eligibility to attend and vote at the EGM.

5. In order to qualify for attending and voting at the EGM, unregistered holders of shares of the Company should ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Friday, 17 March 2017.

As at the date of this announcement, the Board of Directors of the Company comprises four Executive Directors, namely, Mr. HUANG Xiaofeng, Mr. WEN Yinheng, Mrs. HO LAM Lai Ping, Theresa and Mr. TSANG Hon Nam; six Non-Executive Directors, namely, Mr. CAI Yong, Mr. WU Jianguo, Mr. ZHANG Hui, Ms. ZHAO Chunxiao, Mr. LAN Runing and Mr. LI Wai Keung; and five Independent Non-Executive Directors, namely, Dr. CHAN Cho Chak, John, Dr. the Honourable LI Kwok Po, David, Mr. FUNG, Daniel R., Dr. the Honourable CHENG Mo Chi, Moses and Mr. WU Ting Yuk, Anthony.