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Macau E&M Holding Limited M&A Activity 2014

Jun 30, 2014

49906_rns_2014-06-30_5373ffa0-34db-4340-9cff-e7ccef7a81d0.pdf

M&A Activity

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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)

DELAY IN COMPLETION OF MAJOR AND CONNECTED TRANSACTION IN RELATION TO

ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF SHENZHEN BIO-AGRICULTURE COMPANY LIMITED

Reference is made to the circular of the Company dated 12 May 2014 (the “ Circular ”) in relation to, among others, the Acquisition, the Non-exemption Continuing Connected Transactions and the re-election of retiring Directors, and the announcement of the Company dated 29 May 2014 (the “ Poll Results Announcement ”) relating to the results of the extraordinary general meeting of the Company held on 29 May 2014. Unless otherwise stated, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.

Delay in Completion of the Acquisition

Pursuant to the Amended Acquisition Agreement, Completion is subject to the satisfaction and/ or (where applicable) waiver of the conditions precedent provided under the Amended Acquisition Agreement and is to take place on the second Business Day after all such conditions precedent have been fulfilled and/or waived in accordance with the Amended Acquisition Agreement (or such other date as the Vendor and the Purchaser may agree).

Pursuant to the terms of the Amended Acquisition Agreement, if the conditions precedent provided under the Amended Acquisition Agreement (other than those which are to be fulfilled upon Completion) are not fulfilled (or, where applicable, waived) on or before 30 June 2014 (or such other date or longer period as agreed by the Vendor and the Purchaser in writing) (the “ Long Stop Date ”), the Amended Acquisition Agreement will terminate automatically.

In view that additional time is required for the satisfaction of certain conditions precedent set forth in the Amended Acquisition Agreement, the Vendor and the Purchaser have agreed in writing to extend the Long Stop Date to a date before 31 August 2014 (or such other date as agreed by the Vendor and the Purchaser in writing). The Company will make further announcements to update Shareholders as to the development of the Acquisition as and when appropriate. Further announcement will be made by the Company upon Completion.

By order of the Board of SHENZHEN INVESTMENT LIMITED LU Hua Chairman

Hong Kong, 30th June 2014

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