Guangdong Investment : Poll Results of the Annual General Meeting held on 17 June 2019 and Retirement of Directors

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(Incorporated in Hong Kong with limited liability)

（Stock Code: 00270）

POLL RESULTS OF THE ANNUAL GENERAL MEETING

HELD ON 17 JUNE 2019

AND

RETIREMENT OF DIRECTORS

1. Poll Results of the Annual General Meeting held on 17 June 2019

At the annual general meeting of Guangdong Investment Limited (the "Company") held on 17 June 2019 (the "AGM"), a poll was demanded by the Chairman for voting on all proposed resolutions as set out in the notice convening the AGM dated 26 April 2019. All resolutions were duly passed by the shareholders of the Company by way of poll at the AGM. The poll results are set out as follows:

			Number of Votes
		Ordinary Resolutions	(Approximate %)
			For	Against
1.	To receive and consider the audited consolidated	5,398,017,885	1,494,000
	financial statements, the Directors' report and the	(99.9723%)	(0.0277%)
	independent auditor's report for the year ended
	31 December 2018.
2.	To declare a Final Dividend for the year ended	5,400,739,885	4,000
	31 December 2018.	(99.9999%)	(0.0001%)
3.	(i)	To re-elect Mr. WEN Yinheng as Director.	5,318,597,970	82,137,915
			(98.4791%)	(1.5209%)
	(ii)	To re-elect Mrs. HO LAM Lai Ping,	5,312,494,370	88,241,515
	Theresa as Director.	(98.3661%)	(1.6339%)
	(iii) To re-elect Mr. CAI Yong as Director.	5,240,551,438	160,184,447
	(97.0340%)	(2.9660%)

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		Number of Votes
	Ordinary Resolutions	(Approximate %)
		For	Against
	(iv) To re-elect Dr. CHAN Cho Chak, John as	5,125,105,104	275,630,781
	Director.	(94.8964%)	(5.1036%)
	(v) To re-elect Mr. WU Ting Yuk, Anthony as	4,206,783,070	1,193,952,815
	Director.	(77.8928%)	(22.1072%)
	(vi) To authorize the Board to fix the	5,363,765,403	35,694,482
	remuneration of Directors.	(99.3389%)	(0.6611%)
4.	To re-appoint Ernst & Young as the independent	5,317,258,392	83,427,493
	auditor of the Company and authorize the Board	(98.4552%)	(1.5448%)
	to fix its remuneration.
5.	To grant a general mandate to the Directors to	4,033,523,296	1,367,220,589
	issue up to 10% of the issued shares of the	(74.6846%)	(25.3154%)
	Company.
6.	To grant a general mandate to the Directors to	5,392,537,885	7,942,000
	repurchase up to 10% of the issued shares of the	(99.8529%)	(0.1471%)
	Company.

As more than 50% of the votes were cast in favour of each of the above resolutions, all such resolutions were duly passed as ordinary resolutions.

Notes

1. As at the date of the AGM, the number of issued shares of the Company was 6,537,821,440 ordinary shares, which was the total number of shares entitling the holders to attend and vote at the AGM. There were no restrictions on any shareholders of the Company to cast votes on any of the proposed resolutions at the AGM.
2. There were no shares entitling the holder to attend and abstain from voting in favour as set out in Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
3. No shareholders were required under the Listing Rules to abstain from voting.
4. No parties have indicated in the circular to shareholders dated 26 April 2019 that they intend to vote against or to abstain from voting on any resolutions at the AGM.
5. The Company's share registrar, Tricor Tengis Limited, was appointed as the scrutineer at the AGM for the purpose of vote-taking.

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II. Retirement of Directors

1. Mr. HOU Wailin

Reference is made to the announcement of the Company dated 4 June 2019 in relation to, inter alia, the appointment of Mr. HOU Wailin ("Mr. Hou") as an Executive Director, the Chairman of the Board of Directors ("Board") of the Company and the Chairman of the Nomination Committee of the Company with effect from 5 June 2019. Pursuant to the Articles of Association of the Company, Mr. Hou's appointment continued until the conclusion of the AGM.

Reference is also made to the announcement dated 17 June 2019 in relation to the re-appointment of Mr. Hou as an Executive Director, the Chairman of the Board and the Chairman of the Nomination Committee of the Company effective upon the passing of the relevant resolution (the "Board Resolution") at the Board meeting of the Company held immediately after the AGM. For further details of Mr. Hou's re-appointment, please refer to the said announcement of the Company entitled "Appointment of Executive Director, Chairman of the Board and Chairman of the Nomination Committee".

2. Mr. ZHANG Hui

The Board announces that Mr. ZHANG Hui ("Mr. Zhang"), a Non-Executive Director of the Company, has reached his retirement age and did not offer himself for re-election at the AGM upon retirement by rotation in accordance with the Articles of Association of the Company. Accordingly, his directorship with the Company ceased with effect from the conclusion of the AGM. The Board would like to express its sincere appreciation to Mr. Zhang for his valuable contributions to the Company during his tenure of office.

By Order of the Board

HO LAM Lai Ping, Theresa

Director and Company Secretary

Hong Kong, 17 June 2019

As at the date of the announcement and forthwith upon the passing of the Board Resolution, the Board of the Company comprises four Executive Directors, namely, Mr. HOU Wailin, Mr. WEN Yinheng, Mrs. HO LAM Lai Ping, Theresa and Mr. TSANG Hon Nam; four Non-Executive Directors, namely, Mr. CAI Yong, 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.

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