Binhai Investment : Circulars - Continuing Connected Transactions Renewal of the Master Gas Supply Agreement and the Master Gas Supply Connection Agreement

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 transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

This circular, for which the directors of the issuer collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

(Incorporated in Bermuda with limited liability)

(Stock Code: 2886)

CONTINUING CONNECTED TRANSACTIONS

RENEWAL OF THE MASTER GAS SUPPLY AGREEMENT AND

THE MASTER GAS SUPPLY CONNECTION AGREEMENT

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 5 to 27 of this circular. A letter from the Independent Board Committee containing its advice and recommendation to the Independent Shareholders is set out on pages 28 to 29 of this circular. A letter from Vinco Capital, the independent financial adviser to the Independent Board Committee and the Independent Shareholders, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 30 to 61 of this circular.

A notice convening the SGM to be held at Suites 3205-07, 32/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong at 10:30 am on 30 January 2019 is set out on pages 69 to 71 of this circular. Whether or not you are able to attend the meeting in person, you are recommended to complete the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of such meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from subsequently attending and voting in person at the meeting or any adjournment thereof should you so wish.

14 January 2019

CONTENTS
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
Letter from Vinco Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
Appendix - General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	69

Unless the context otherwise requires, the following terms in this circular shall have the meanings set out below:

DEFINITIONS

"2015 Master Gas Supply	the master agreement dated 2 December 2015 entered
Agreement"	into between TEDA and the Company for the supply of
natural gas by the Group to TEDA and its subsidiaries and
associates
"2015 Master Gas Supply	the master agreement dated 2 December 2015 entered into
Connection Agreement"	between TEDA and the Company for the provision of the
Gas Supply Connection Services
"Announcement"	the announcement of the Company dated 19 November 2018
in relation to the Master Gas Supply Agreement and the
Master Gas Supply Connection Agreement
"associates"	has the meaning ascribed to it by the Listing Rules
"Board"	the board of Directors
"Company"	Binhai Investment Company Limited, a company
incorporated in Bermuda with limited liability, the ordinary
shares of which are listed on the Main Board of the Stock
Exchange (Stock Code: 2886)
"connected person"	has the meaning ascribed to it by the Listing Rules
"controlling	has the meaning ascribed to it by the Listing Rules
shareholders(s)"
"Director(s)"	the director(s) of the Company
"Gas Connection Facilities	agreement(s) to be entered into between the Group and
Construction Engagement	TEDA and its subsidiaries and associates for the services of
Agreement(s)"	construction of gas connection facilities to be provided by
the Group to TEDA and its subsidiaries and associates

"Gas Supply Connection

Services"

services to be provided by the Group to TEDA and its subsidiaries and associates including the organisation and completion of design, construction, supervision and installation of all gas connection network and facilities from the gas supply pipelines to the gas connection point of TEDA and its subsidiaries and associates including the maintenance, repair and renovation of the foregoing gas facilities, etc.

"Group"

the Company and its subsidiaries

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"Independent Board

Committee"

the board committee of the Company comprising all independent non-executive Directors, namely Mr. Ip Shing Hing, J.P., Professor Japhet Sebastian Law, Mr. Tse Tak Yin and Mr. Lau Siu Ki, Kevin, established to advise and make recommendation to the Independent Shareholders in respect of (i) the Master Gas Supply Agreement and the transactions thereunder and the Master Gas Supply Annual Caps; and (ii) the Master Gas Supply Connection Agreement and the transactions thereunder and the Master Gas Supply Connection Annual Caps

"Independent Shareholders"

"Latest Practicable Date"

the Shareholders who are not prohibited under the Listing Rules from voting on the resolutions to be proposed at the

SGM

7 January 2019, being the latest practicable date prior to the bulk printing of this circular for ascertaining certain information contained herein

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange

"Master Gas Supply

Agreement"

the agreement dated 19 November 2018 entered into between TEDA and the Company in relation to supply of natural gas by the Group to TEDA and its subsidiaries and associates

DEFINITIONS
"Master Gas Supply Annual	the annual caps for transactions under the Master Gas
Caps"	Supply Agreement for each of the three years ending 31
December 2021
"Master Gas Supply	the agreement dated 19 November 2018 entered into between
Connection Agreement"	TEDA and the Company in relation to provision of Gas
Supply Connection Services by the Group to TEDA and its
subsidiaries and associates
"Master Gas Supply	the annual caps for transactions under the Master Gas
Connection Annual Caps"	Supply Connection Agreement for each of the three years
ending 31 December 2021
"PRC"	the People's Republic of China
"Proposed Annual Caps"	the Master Gas Supply Annual Caps and the Master Gas
Supply Connection Annual Caps
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong)
"SGM"	the special general meeting of the Company to be held
at Suites 3205-07, 32/F, Tower Two, Times Square, 1
Matheson Street, Causeway Bay, Hong Kong at 10:30 am
on 30 January 2019 to approve, among other things, (i)
the Master Gas Supply Agreement and the transactions
thereunder and the Master Gas Supply Annual Caps; and
(ii) the Master Gas Supply Connection Agreement and
the transactions thereunder and the Master Gas Supply
Connection Annual Caps
"SGM Notice"	the notice convening the SGM as set out at pages 69 to 71
of this circular
"Shareholders"	the holders of the Shares
"Shares"	the ordinary shares of HK$0.10 each in the capital of the
Company