Shenzhen Investment : Announcements and Notices - Notice of Extraordinary General Meeting

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 00604)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting ("Meeting") of Shenzhen Investment Limited (the "Company") will be held at Academy Room, 1st Floor, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong at 10:30 a.m. on Wednesday, 16 May 2018 for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

"THAT:

• (a) the relocation and compensation agreement dated 27 March 2018 entered into between Shenzhen Shumyip Minghong Real Estate Development Co., Ltd.* (ଉέ̹ ଉุ׼҃ήପක೯Ϟࠢʮ̡) (the "Project Company") and Shenzhen Shumyip Xinhongcheng Investment Co., Ltd.* (ଉέ̹ଉุڦ҃۬ҳ༟Ϟࠢʮ̡) ("Xinhongcheng") in respect of the various buildings erected on the two parcels of land (Zhongdi lot numbers A626-0001 and A626-0009) located at Xiashijiacun, Jiangshicun, Gongming Subdistrict, Guangming New District, Shenzhen* (ଉέ̹Έ ׼อਜʮ׼፬ԫஈਗ਼ͩӀɨͩ࢕Ӏ) (the "First Relocation and Compensation Agreement", a copy of which has been produced before the Meeting marked "A" and initialed by the chairman of the Meeting for the purpose of identification), and all transactions contemplated thereunder and in connection therewith be and are hereby approved, confirmed and ratified;

• (b) the relocation and compensation agreement dated 27 March 2018 entered into between the Project Company, Xinhongcheng and Hengxing Industrial (Shenzhen) Co., Ltd. (liquidation team)* (㛬ጳྼุ(ଉέ)Ϟࠢʮ̡૶ၑଡ଼) in respect of the two plant rooms erected on the parcel of land (Zhongdi lot number A626-0012) located at Xiashijiacun, Jiangshicun, Gongming Subdistrict, Guangming New District, Shenzhen* (ଉέ̹Έ׼อਜʮ׼፬ԫஈਗ਼ͩӀɨͩ࢕Ӏ) (the "Second Relocation and Compensation Agreement", a copy of which has been produced before the Meeting marked "B" and initialed by the chairman of the Meeting for the purpose of identification, together with the First Relocation and Compensation Agreement, the "Relocation and Compensation Agreements"), and all transactions contemplated thereunder and in connection therewith be and are hereby approved, confirmed and ratified; and

(c) the directors of the Company be and are hereby authorised for and on behalf of the

Company to sign, execute, perfect, perform and deliver all such other agreements, instruments, deeds and documents and do all such acts or things and take all such steps as they may in their absolute discretion consider to be necessary, desirable, appropriate or expedient to implement or given effect to or otherwise in connection with or incidental to the Relocation and Compensation Agreements and all the transactions contemplated thereunder and to agree to such variations, amendments or waivers as are, in the opinion of the directors of the Company, in the interests of the Company."

By order of the Board Shenzhen Investment Limited

LU Hua

Chairman

Hong Kong, 26 April 2018

Registered office:

8th Floor, New East Ocean Centre 9 Science Museum Road Tsimshatsui, Kowloon Hong Kong

* For identification purpose only

Notes:

• 1. A member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his/her stead. Votes may be given either personally (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy in accordance with the articles of association of the Company. A proxy need not be a member of the Company.

• 2. The instrument appointing a proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised.

• 3. Where there are joint registered holders of any share(s), any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of shareholders of the Company in respect of such share(s) shall alone be entitled to vote in respect thereof.

• 4. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be delivered to the office of the Company's share registrar, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Meeting (or any adjournment thereof, as the case may be).

• 5. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

• 6. The resolution as set out in this notice will be decided by way of poll.

• 7. To ascertain the shareholders' entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Friday, 11 May 2018 to Wednesday, 16 May 2018, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 10 May 2018.

As at the date of this announcement, the Board comprises 9 directors, of which Dr. LU Hua, Mr. HUANG Wei, Mr. MOU Yong and Mr. LIU Chong are the executive directors of the Company, Dr. WU Jiesi and Mr. LIU Shichao are the non-executive directors of the Company and Mr. LI Wai Keung, Mr. WU Wai Chung, Michael and Dr. WONG Yau Kar David are the independent non-executive directors of the Company.