SHENZHEN INVESTMENT LIMITED 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.
(Incorporated in Hong Kong with limited liability)
(Stock Code: 00604) PROPOSED RE-ELECTION OF RETIRING DIRECTORS PROPOSED APPOINTMENT OF KPMG AS AUDITOR PROPOSED GENERAL MANDATE TO BUY BACK SHARES PROPOSED GENERAL MANDATE TO ISSUE SHARES PROPOSED MANDATE TO GRANT OPTIONS AND NOTICE OF ANNUAL GENERAL MEETINGA notice convening the Annual General Meeting of Shenzhen Investment Limited to be held at Academy Room, 1st Floor, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Thursday, 2 June 2016 at 10:30 a.m. is set out on pages 14 to 19 of this circular. Whether you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon 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 and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish.
28 April 2016
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the BoardIntroduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Proposed Appointment of KPMG as Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Proposed General Mandate to Buy Back Shares. . . . . . . . . . . . . . . . . . . . . . . . . 5
Proposed General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Proposed Mandate to Grant Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Appendix I - Details of Directors Proposed For Re-election . . . . . . . . . . . 8 Appendix II - Explanatory Statement on Buy-back Mandate. . . . . . . . . . . 11 Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14In this circular, the following expressions have the following meanings unless the context requires otherwise:
"Annual General Meeting" the annual general meeting of the Company to be held at
Academy Room, 1st Floor, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Thursday, 2 June 2016 at 10:30
a.m. or, where the context so requires, any adjournment thereof
"Articles of Association" the articles of association of the Company "Board" the board of Directors
"Buy-back Mandate" a general mandate to the Directors to exercise the powers
of the Company to buy back Shares up to 10% of the total number of Shares in issue at the date of passing of the resolution approving the Buy-back Mandate
"Companies Ordinance" the Companies Ordinance, Chapter 622 of the Laws of
Hong Kong
"Company" Shenzhen Investment Limited
"Directors" the directors of the Company
"Group" the Company and its subsidiaries
"Issue Mandate" a general mandate to the Directors to issue, allot and deal with Shares up to 20% of the total number of Shares in issue at the date of the passing of the resolution approving the Issue Mandate
"KPMG" KPMG, Certified Public Accountants, Hong Kong
"Last Annual General Meeting" the annual general meeting of the Company held on 18
June 2015
"Latest Practicable Date" 18 April 2016, being the latest practicable date prior to
the printing of this circular for ascertaining certain information referred to in this circular
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"Notice of Annual General Meeting"
the notice convening the Annual General Meeting, a copy of which is set out on pages 14 to 19 of this circular
"PRC" the People's Republic of China
"Share Option Scheme" the share option scheme adopted by the Shareholders
effective on 22 June 2012 (whose 10% limit of the total number of Shares issuable upon exercise of options to be granted under the Share Option Scheme was refreshed on 19 June 2014)
"Shareholder(s)" holder(s) of Shares
"Shares" shares of the Company
"Shum Yip Group" 深業集團有限公司 (Shum Yip Group Limited*), the
holding company of Shum Yip Holdings
"Shum Yip Holdings" Shum Yip Holdings Company Limited, a substantial
shareholder of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Takeovers Code" the Codes on Takeovers and Mergers and Share Buy-
backs
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"%" per cent.
* The English translation is for identification purpose only
Shenzhen Investment Limited issued this content on 27 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 27 April 2016 09:11:33 UTC
Original Document: http://www.shenzheninvestment.com/attachment/2016042716320100012496317_en.pdf
