Macau E&M Holding Limited — Capital/Financing Update 2021

Mar 30, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 00604)

DISCLOSEABLE TRANSACTIONS PROVISION OF FINANCIAL ASSISTANCE TO A NON-CONTROLLING SHAREHOLDER OF AN INSIGNIFICANT SUBSIDIARY

ADVANCEMENT OF LOANS TO THE NON-CONTROLLING SHAREHOLDER

Since 13 March 2020, four loans in the aggregate principal amount of RMB1.7 billion have been advanced by the Subsidiary (an indirect non-wholly-owned subsidiary of the Company) to the Non-controlling Shareholder (a 50% equity holder of the Subsidiary which is independent of the Company and its connected persons) pursuant to the Loan Agreements, comprising:

• (1) a RMB500 million loan advanced on 13 March 2020 pursuant to the First Loan Agreement;

• (2) a RMB300 million loan advanced on 21 May 2020 pursuant to the Second Loan Agreement;

• (3) a RMB600 million loan advanced on 3 September 2020 pursuant to the Third Loan Agreement; and

• (4) a RMB300 million loan advanced on 4 December 2020 pursuant to the Fourth Loan Agreement.

LISTING RULES IMPLICATIONS

The advancement of each of the Loans constituted a de minimis transaction of the Company on a standalone basis, as all of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of each of the Loans were less than 5%.

When aggregated with the First Loan and the Second Loan, one of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Third Loan was more than 5% but less than 25%, the advancement of the Third Loan thus constituted a discloseable transaction of the Company under Chapter 14 of the Listing Rules and was subject to the reporting and announcement requirements under the Listing Rules. Similarly, when aggregated with the First Loan, the Second Loan and the Third Loan, one of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Fourth Loan was also more than 5% but less than 25%, the advancement of the Fourth Loan therefore also constituted a discloseable transaction of the Company under Chapter 14 of the Listing Rules and was subject to the reporting and announcement requirements under the Listing Rules.

The Subsidiary is an insignificant subsidiary of the Company pursuant to Rule 14A.09 of the Listing Rules. As such, notwithstanding that the Non-controlling Shareholder is a substantial shareholder of the Subsidiary, it is not a connected person of the Company.

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INTRODUCTION

Since 13 March 2020, four loans in the aggregate principal amount of RMB1.7 billion have been advanced by the Subsidiary (an indirect non-wholly-owned subsidiary of the Company) to the Non-controlling Shareholder (a 50% equity holder of the Subsidiary) pursuant to the Loan Agreements, the principal terms of which are respectively summarised below:

THE LOAN AGREEMENTS

The First Loan Agreement

Date:	11 March 2020
Parties:	(1) the Subsidiary (as lender); and
	(2) the Non-controlling Shareholder (as borrower)
Principal amount of the loan:	RMB500 million
Term:	Initially one year from the date of drawdown, which has
	subsequently been extended to 12 March 2022
	The First Loan has been drawn down by the Non-controlling
	Shareholder on 13 March 2020
Interest:	Initially 3.5% p.a. (on 360 days basis) accruing from (and
	including) the date of drawdown to (but excluding) the date of
	repayment, which has subsequently been amended to 2.67% p.a.
	(on 360 days basis) for the whole term
Interest payment:	Initially payable quarterly, which has subsequently been amended
	to payable in full in one lump sum at the end of the term, i.e. 12
	March 2022
Repayment of the loan:	In full in one lump sum at the end of the term, i.e. 12 March 2022

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The Second Loan Agreement

Date:	20 May 2020
Parties:	(1) the Subsidiary (as lender); and
	(2) the Non-controlling Shareholder (as borrower)
Principal amount of the loan:	RMB300 million
Term:	One year from the date of drawdown
	The Second Loan has been drawn down by the Non-controlling
	Shareholder on 21 May 2020
Interest:	3.5% p.a. (on 360 days basis) accruing from (and including) the
	date of drawdown to (but excluding) the date of repayment
Interest payment:	In full in one lump sum at the end of the term, i.e. 20 May 2021
Repayment of the loan:	In full in one lump sum at the end of the term, i.e. 20 May 2021
The Third Loan Agreement
Date:	31 August 2020
Parties:	(1) the Subsidiary (as lender); and
	(2) the Non-controlling Shareholder (as borrower)
Principal amount of the loan:	RMB600 million
Term:	One year from the date of drawdown
	The Third Loan has been drawn down by the Non-controlling
	Shareholder on 3 September 2020
Interest:	2.67% p.a. (on 360 days basis) accruing from (and including) the
	date of drawdown to (but excluding) the date of repayment
Interest payment:	In full in one lump sum at the end of the term, i.e. 2 September
	2021
Repayment of the loan:	In full in one lump sum at the end of the term, i.e. 2 September
	2021

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The Fourth Loan Agreement

Date:	4 December 2020
Parties:	(1) the Subsidiary (as lender); and
	(2) the Non-controlling Shareholder (as borrower)
Principal amount of the loan:	RMB300 million
Term:	One year from the date of drawdown
	The Fourth Loan has been drawn down by the Non-controlling
	Shareholder on 4 December 2020
Interest:	2.67% p.a. (on 360 days basis) accruing from (and including) the
	date of drawdown to (but excluding) the date of repayment
Interest payment:	In full in one lump sum at the end of the term, i.e. 3 December
	2021
Repayment of the loan:	In full in one lump sum at the end of the term, i.e. 3 December
	2021

REASONS FOR AND BENEFITS OF THE ADVANCEMENT OF THE LOANS

The Subsidiary is a project company principally engages in the development and construction of a residential project in Qianhai Shenzhen. The project is close to completion and the Subsidiary has generated surplus cash from it. As the Subsidiary has no substantial capital need, the Subsidiary advanced loans to its shareholders in proportion to their respective equity interest in the Subsidiary in order to make more efficient use of the surplus cash and as a way of allowing its shareholders to recoup cash from the Subsidiary. Therefore, in addition to the advancement of the Loans to the Non-controlling Shareholder, loans of the same amounts had also been advanced to the Group (as the other shareholder of the Subsidiary) on the same terms and at around the same time as the Loans. By advancing such loans to its shareholders, including the Loans, all of which were funded by spare internal resources of the Subsidiary, the Subsidiary was able to enhance the return on its capital. The terms of the Loan Agreements were negotiated on an arm’s length basis between the Subsidiary and the Non-controlling Shareholder with reference to the then prevailing market rates and the level of consolidated costs on capital of the Group.

The Directors consider that the terms of the transactions contemplated under each of the Loan Agreements are on normal commercial terms, fair and reasonable and the advancement of the Loans is in the interests of the Company and its shareholders as a whole.

INFORMATION ON THE PARTIES TO THE LOAN AGREEMENTS

The Subsidiary is an indirect non-wholly-owned subsidiary of the Company, and is held as to 50% by the Group and 50% by the Non-controlling Shareholder. It is a project company principally engages in the development and construction of a residential project in Qianhai Shenzhen. Other principal activities of the Subsidiary include domestic trade, import and export, entrusted assets management, investment management, equity investment, investment consultation and investment advisory.

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The Group is principally engaged in property development, property investment and property management business.

The Non-controlling Shareholder is principally engaged in investment management, equity investment, investment consultation and investment advisory. It is an indirect wholly-owned subsidiary of Shenzhen International Holdings Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 152). To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Non-controlling Shareholder and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

LISTING RULES IMPLICATIONS

The advancement of each of the Loans constituted a de minimis transaction of the Company on a standalone basis, as all of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of each of the Loans were less than 5%.

When aggregated with the First Loan and the Second Loan, one of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Third Loan was more than 5% but less than 25%, the advancement of the Third Loan thus constituted a discloseable transaction of the Company under Chapter 14 of the Listing Rules and was subject to the reporting and announcement requirements under the Listing Rules. Similarly, when aggregated with the First Loan, the Second Loan and the Third Loan, one of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Fourth Loan was also more than 5% but less than 25%, the advancement of the Fourth Loan therefore also constituted a discloseable transaction of the Company under Chapter 14 of the Listing Rules and was subject to the reporting and announcement requirements under the Listing Rules.

The Subsidiary is an insignificant subsidiary of the Company pursuant to Rule 14A.09 of the Listing Rules. As such, notwithstanding that the Non-controlling Shareholder is a substantial shareholder of the Subsidiary, it is not a connected person of the Company.

DEFINITIONS

In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

“Board”

the board of the Directors

“Company” Shenzhen Investment Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

• “connected person(s)” has the same meaning as ascribed to it under the Listing Rules

“Director(s)” the director(s) of the Company

“First Loan” the loan in the principal amount of RMB500 million advanced by the Subsidiary to the Non-controlling Shareholder under the First Loan Agreement

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“First Loan Agreement”	the loan agreement dated 11 March 2020 entered into between the
	Subsidiary and the Non-controlling Shareholder in relation to the
	advancement of the First Loan, as amended and supplemented
“Fourth Loan”	the loan in the principal amount of RMB300 million advanced by the
	Subsidiary to the Non-controlling Shareholder under the Fourth Loan
	Agreement
“Fourth Loan	the loan agreement dated 4 December 2020 entered into between the
Agreement”	Subsidiary and the Non-controlling Shareholder in relation to the
	advancement of the Fourth Loan
“Group”	the Company and its subsidiaries from time to time
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Loans”	the First Loan, the Second Loan, the Third Loan and the Fourth Loan
“Loan Agreements”	the First Loan Agreement, the Second Loan Agreement, the Third Loan
	Agreement and the Fourth Loan Agreement
“Non-controlling	深國際前海投資管理（深圳）有限公司(Shenzhen International Qianhai
Shareholder”	Investment and Management (Shenzhen) Co., Ltd.*), a company
	incorporated in the PRC with limited liability, and a 50% equity holder
	of the Subsidiary
“PRC”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“Second Loan”	the loan in the principal amount of RMB300 million advanced by the
	Subsidiary to the Non-controlling Shareholder under the Second Loan
	Agreement
“Second Loan	the loan agreement dated 20 May 2020 entered into between the
Agreement”	Subsidiary and the Non-controlling Shareholder in relation to the
	advancement of the Second Loan
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subsidiary”	深國際前海置業（深圳）有限公司(Shenzhen International Qianhai
	Real Estate (Shenzhen) Co., Ltd.*), a company incorporated in the PRC
	with limited liability, an indirect non-wholly-owned subsidiary of the
	Company which is held as to 50% by the Group and 50% by the Non-
	controlling Shareholder

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“Third Loan”

the loan in the principal amount of RMB600 million advanced by the Subsidiary to the Non-controlling Shareholder under the Third Loan Agreement

“Third Loan Agreement” the loan agreement dated 31 August 2020 entered into between the Subsidiary and the Non-controlling Shareholder in relation to the advancement of the Third Loan

“%”

per cent

By order of the Board of Shenzhen Investment Limited LU Hua Chairman

Hong Kong, 30 March 2021

As at the date of this announcement, the Board comprises 8 directors, of which Dr. LU Hua, Mr. HUANG Wei, Ms. CAI Xun, Mr. DONG Fang and Mr. LIU Shichao are the executive directors of the Company and Mr. WU Wai Chung, Michael, Mr. LI Wai Keung and Dr. WONG Yau Kar, David are the independent non-executive directors of the Company.

• English translation for identification only

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