FORMS RELATING TO LISTING Form F

The Growth Enterprise Market (GEM) Company Information Sheet

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this information
sheet, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of
this information sheet.

Company name: Binhai Investment Company Limited

Stock code (ordinary shares): 8035

This information sheet contains certain particulars concerning the above company (the "Company") which is listed on the Growth Enterprise Market ("GEM") of the Stock Exchange of Hong Kong Limited (the "Exchange"). These particulars are provided for the purpose of giving information to the public with regard to the Company in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules"). They will be displayed at the GEM website on the Internet. This information sheet does not purport to be a complete summary of information relevant to the Company and/or its securities.
The information in this sheet was updated as of 3 January 2014.

A. General

Place of incorporation : Bermuda
Date of initial listing on GEM : 16 March 2000
Name of Sponsor(s) : NIL
Names of directors : Executive Directors

(Please distinguish the status of the Mr. Zhang Bing Jun (Chairman)

directors -Executive, Non-Executive Mr. Gao Liang

or Independent Non-Executive)

Non-Executive Directors

Mr. Shen Xiao Lin
Mr. Zhang Jun
Mr. Dai Yan
Mr. Wang Gang
Ms. Zhu Wen Fang

Independent Non-Executive Directors

Mr. Ip Shing Hing, J.P. Professor Japhet Sebastian Law Mr. Tse Tak Yin
Mr. Lau Siu Ki, Kevin

Company Information Sheet Page: 1

Name(s) of substantial shareholder(s) Tianjin TEDA Investment Holding Co. Ltd. (as such term is defined in rule 1.01 of the 3,500,175,207 Shares
GEM Listing Rules) and their respective 92,195,122 convertible preference shares interest in the ordinary shares (the "Shares") 8,600,000 redeemable preference shares and other securities of the Company : (corporate interest) (Note 1)
Mr. Shum Ka Sang
749,350,000 Shares (corporate interest) (Note 2)
15,650,000 Shares (personal interest)
Wah Sang Gas Development Group (Cayman Islands) Limited
749,350,000 Shares
Madam Wu Man Lee
765,000,000 Shares (family interest) (Note 3)

Note 1: The interest disclosed represents the interest in the Company held by TEDA Hong Kong Property Company Limited, a wholly-owned subsidiary of Tianjin TEDA Investment Holding Co. Ltd..

Note 2: These Shares are held by Wah Sang Gas Development Group (Cayman Islands) Limited, a company incorporated in the Cayman Islands, which is legally and beneficially owned as to 100% by Mr. Shum Ka Sang.

Note 3: Madam Wu Man Lee is deemed to be interested in such shares by virtue of the interests in such shares by her spouse, Mr. Shum Ka Sang.

Name(s) of company (ies) listed on GEM
or the Main Board of the Stock Exchange
within the same group as the Company: NIL
Financial year end date : 31 December
Registered address : Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Head office and principal Suites 3205-07, 32/F., Tower 2, Times Square, place of business : 1 Matheson Street, Causeway Bay, Hong Kong.
Web-site address (if applicable) : www.binhaiinv.com
Share registrar : Bermuda principal share registrar and transfer office for ordinary shares
Butterfield Fulcrum Group (Bermuda) Limited
26 Burnaby Street, Hamilton HM 11, Bermuda

Company Information Sheet Page: 2

Bermuda share registrar and transfer office for the convertible preference shares and redeemable preference shares

Codan Services Limited
Clarendan House, 2 Church Street
Hamiltan HM11, Bermuda

Hong Kong branch share registrar and transfer office

Hong Kong Registrars Limited
Shops 1712-16, 17th Floor, Hopewell Centre,
183 Queen's Road East, Wanchai, Hong Kong.
Auditors : PricewaterhouseCoopers
22nd Floor, Prince's Building, Central, Hong Kong.

B. Business activities

The Company is an investment holding company and its subsidiaries are principally engaged in the construction of gas pipeline networks, provision of connection services and sale of liquefied petroleum gas and piped gases in the PRC.

C. Ordinary shares

Number of ordinary
shares in issue : 5,995,522,027 ordinary shares
Par value of ordinary shares in issue : HK$59,955,220.27 (HK$0.01 per ordinary share) Board lot size (in number of shares) : 4,000
Name of other stock exchange(s) on
which ordinary shares are also listed : NIL

D. Warrants

Stock code : N/A Board lot size : N/A Expiry date : N/A Exercise price : N/A
Conversion ratio

(Not applicable if the warrant is denominated in dollar value of

conversion right) : N/A

No. of warrants outstanding : N/A

Company Information Sheet Page: 3

No. of shares falling to be issued upon
the exercise of outstanding warrants : N/A

E. Other securities

Details of any other securities in issue.

(i) Convertible Preference Shares (Unlisted)

Number of convertible preference
shares in issue : 170,000,000 convertible preference shares
Nominal value of convertible
preference share in issue : HK$ 170,000,000 (HK$1.00 per convertible preference shares)
Conversion price : HK$0.03 per ordinary share
No. of ordinary shares falling to be
issued upon the conversion : 5,666,666,666 ordinary shares

(ii) Redeemable Preference Shares (Unlisted)

Number of redeemable preference
shares in issue : 8,600,000 redeemable preference shares
Nominal value of redeemable
preference share in issue : HK$ 430,000,000 (HK$50.00 per redeemable preference shares)

(iii) Share Options (Unlisted)

Number of share options granted : Share options to subscribe for 90,500,000 ordinary shares
Exercise price of share options granted: HK$0.56 per ordinary share
Validity period of the share options : The share options shall be exercisable during the period of
10 years from 27 September 2010 to 26 September 2020 (both date inclusive)
Number of share options
outstanding : 74,000,000 share options

(iv) CNY500,000,000 6.5% Bonds Due 2015 (Listed on The Stock Exchange of Hong Kong Limited)

Stock code : 85906
Issue price : 100%
Interest rate : 6.5% per annum payable semi-annually
Date of issue : 25 October 2012

Company Information Sheet Page: 4

Date of maturity : 24 October 2015
(v) HK$310,000,000 1.0% Convertible Bonds Due 2016 (Unlisted)
Issue price : 100%
Interest rate : 1.0% per annum payable semi-annually
Date of issue : 5 August 2013
Date of maturity : 5 August 2016
Conversion price : HK$0.369 per ordinary share
Outstanding amount of
convertible bonds : HK$309,000,000
No. of ordinary shares falling to be
issued upon the conversion: : 837,398,374 ordinary shares
If there are any debt securities in issue that are guaranteed, please indicate name of guarantor.
N/A

Responsibility statement

The directors of the Company (the "Directors") as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this information sheet ("the Information") and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief the Information is accurate and complete in all material respects and not misleading and that there are no other matters the omission of which would make any Information inaccurate or misleading.
The Directors also collectively and individually accept full responsibility for submitting a revised information sheet, as soon as reasonably practicable after any particulars on the form previously published cease to be accurate.
The Directors acknowledge that the Stock Exchange has no responsibility whatsoever with regard to the Information and undertake to indemnify the Exchange against all liability incurred and all losses suffered by the Exchange in connection with or relating to the Information.
Signed:

(Signed) (Signed) Mr. Zhang Bing Jun Mr. Gao Liang

(Signed) (Signed) Mr. Shen Xiao Lin Mr. Zhang Jun

Company Information Sheet Page: 5

(Signed) (Signed) Mr. Dai Yan Mr. Wang Gang

(Signed) (Signed) Ms. Zhu Wen Fang Mr. Ip Shing Hing, J.P.

(Signed) (Signed) Professor Japhet Sebastian Law Mr. Tse Tak Yin

(Signed) Mr. Lau Siu Ki, Kevin

NOTES

1 This information sheet must be signed by or pursuant to a power of attorney for and on behalf of each of the Directors of the Company.

2 Pursuant to rule 17.52 of the GEM Listing Rules, the Company must submit to the Exchange (in the electronic format specified by the Exchange from time to time) for publication on the GEM website a revised information sheet, together with a hard copy duly signed by or on behalf of each of the Directors, as soon as reasonably practicable after any particulars on the form previously published cease to be accurate.

3 Please send a copy of this form by facsimile transaction to Hong Kong Securities Clearing Company Limited (on 2815-9353) or such other number as may be prescribed from time to time at the same time as the original is submitted to the Exchange.

Company Information Sheet Page: 6

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