THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Guangdong Investment Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 0270) DISCLOSEABLE AND CONNECTED TRANSACTION THE ACQUISITION OF THE SALE SHARES INVOLVING THE ISSUE OF CONSIDERATION SHARES UNDER THE SPECIFIC MANDATE RE-ELECTION OF DIRECTOR AND NOTICE OF EXTRAORDINARY GENERAL MEETING Financial Adviser to Guangdong Investment Limited Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

SOMERLEY CAPITAL LIMITED

A letter from the Board (as defined in this circular) is set out on pages 7 to 27 of this circular. A letter from the Independent Board Committee (as defined in this circular) to the Independent Shareholders (as defined in this circular) is set out on pages 28 and 29 of this circular. A letter from the Independent Financial Adviser (as defined in this circular) containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 30 to 66 of this circular.

A notice convening the EGM (as defined in this circular) to 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. is set out on pages 91 and 92 of this circular. A form of proxy for the EGM is enclosed with this circular. Whether or not you intend to attend the EGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's Share Registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time scheduled for the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

24 February 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 LETTER FROM THE INDEPENDENT BOARD COMMITTEE 28 LETTER FROM SOMERLEY 30 APPENDIX I - VALUATION REPORT 67 APPENDIX II - GENERAL INFORMATION 77 APPENDIX III - DETAILS OF THE DIRECTOR TO BE RE-ELECTED 90 NOTICE OF EXTRAORDINARY GENERAL MEETING 91

Terms or expressions used in this circular shall, unless the context otherwise requires, have the meanings ascribed to them below:

"Acquisition" the proposed acquisition of the Sale Shares by the Company from the Vendor pursuant to the Sale and Purchase Agreement;

"ASP" has the meaning ascribed to it under the section headed "A.4. Reasons for and benefits of the Acquisition" in the Letter from the Board contained in this circular;

"associate(s)" has the meaning ascribed to it under the Listing Rules;

"Board" the board of Directors of the Company;

"Business Day" a day (other than a Saturday, a Sunday, a public holiday or a day on which a tropical cyclone warning signal numbered 8 or above or a "black" rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which banks in Hong Kong are normally open for banking business to the public;

"Buxin Project" has the meaning ascribed to it under the section headed "A.3. Information on the GDL Group - The GDL Group" in the Letter from the Board contained in this circular;

"Buyer" has the meaning ascribed to it under the section headed "D. Listing Rules and Takeovers Code Implications" in the Letter from the Board contained in this circular;

"Cash Consideration" has the meaning ascribed to it under the section

headed "A.2. The Sale and Purchase Agreement - Consideration and basis of determination of Consideration" in the Letter from the Board contained in this circular;

"Company" Guangdong Investment Limited (粵海投資有限公司), a company incorporated in Hong Kong with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange;

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"Completion" the completion of the Acquisition in accordance with the terms and conditions of the Sale and Purchase Agreement;

"Completion Date" the date on which Completion shall take place;

"Conditions Precedent" has the meaning ascribed to it under the section

headed "A.2. The Sale and Purchase Agreement - Conditions Precedent" in the Letter from the Board contained in this circular;

"connected person(s)" has the meaning ascribed to it under the Listing Rules;

"Consideration" has the meaning ascribed to it under the section headed "A.2. The Sale and Purchase Agreement - Consideration and basis of determination of Consideration" in the Letter from the Board contained in this circular;

"Consideration Shares" 272,890,019 Shares to be issued by the Company to the

Vendor pursuant to the terms and conditions of the Sale and Purchase Agreement;

"Deficient Amount" has the meaning ascribed to it under the section

headed "A.2. The Sale and Purchase Agreement - Other terms" in the Letter from the Board contained in this circular;

"Director(s)" the director(s) of the Company;

"Discount" has the meaning ascribed to it under the section headed "A.2. The Sale and Purchase Agreement - Consideration and basis of determination of Consideration" in the Letter from the Board contained in this circular;

"EGM" the extraordinary general meeting of the Company to be held on Monday, 20 March 2017 at 10:00 a.m. to consider and, if thought fit, approve, among others, the Acquisition, the Specific Mandate and the re-election of Mr. Cai;

"Executive" the Executive Director of the Corporate Finance Division of the SFC or any delegate thereof;

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GDH - Guangdong Investment Ltd. published this content on 23 February 2017 and is solely responsible for the information contained herein.
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