Macau E&M Holding Limited — Proxy Solicitation & Information Statement 2013

Mar 27, 2013

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)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ Meeting ”) of Shenzhen Investment Limited (the “ Company ”) will be held at Garden Room, 2nd Floor, Hotel Nikko, Hong Kong, 72 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong at 10:00 a.m. on Thursday, 18 April 2013 for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) the conditional acquisition agreement dated 17 January 2013 entered into between the Company as purchaser and Shum Yip Holdings Company Limited（深業（集 團）有限公司）(the “ Vendor ”) as vendor in respect of the proposed acquisition of the entire issued share capital of Shenzhen Silicon Valley Hi-tech Investment Company Limited（深圳硅谷投資有限公司）(the “ Acquisition 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), as supplemented and amended by the supplemental agreement dated 25 February 2013 between the Company and the Vendor (the “ Supplemental Acquisition 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), and all transactions contemplated thereunder and in connection therewith be and are hereby approved, confirmed and ratified;

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• (b) the allotment and issue to the Vendor of 1,410,117,262 Consideration Shares (as defined in the circular of the Company dated 28 March 2013 (the “ Circular ”, a copy of which has been produced before the Meeting marked “ C ” and initialed by the chairman of the Meeting for the purpose of identification)) credited as fully paid-up at the issue price of HK$3.667 per Consideration Share, as consideration for the Acquisition (as defined in the Circular) pursuant to the Acquisition Agreement as supplemented and amended by the Supplemental Acquisition Agreement, be and is hereby approved; and

• (c) any one director (the “ Director ”) of the Company, or if the affixation of the common seal is necessary, any two Directors or any one Director and the secretary of the Company, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents and agreements and do all such acts or things as he/she/they may in his/her/their absolute discretion consider to be necessary, desirable, appropriate or expedient to implement or given effect to or in connection with the Acquisition Agreement as supplemented and amended by the Supplemental Acquisition Agreement and the transactions contemplated thereunder (including without limitation, the allotment and issue of the Consideration Shares).”

2. “ THAT :

• (a) the whitewash waiver (the “ Whitewash Waiver ”) granted or to be granted by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission or any delegate thereof pursuant to Note 1 on Dispensations from Rule 26 of the Hong Kong Code on Takeovers and Mergers to waive the obligation of the Vendor and parties acting in concert with it to make a mandatory offer for all the shares and securities issued by the Company not already owned or agreed to be acquired by them as a result of the issue of the Consideration Shares (as defined in the Circular) be and is hereby approved; and

• (b) any one Director be and is hereby authorised for and on behalf of the Company to execute all such documents and do all such acts or things as he/she may in his/her absolute discretion consider to be necessary, desirable, appropriate or expedient to implement or given effect to or in connection with the Whitewash Waiver.”

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3. “ THAT :

• (a) the authorised share capital of the Company be increased from HK$250,000,000 divided into 5,000,000,000 ordinary shares of HK$0.05 each (“ Shares ”) to HK$500,000,000 divided into 10,000,000,000 Shares by the creation of additional 5,000,000,000 new Shares (the “ Increase in Authorised Share Capital ”); and

• (b) any one Director be and is hereby authorised for and on behalf of the Company to execute all such documents and do such acts or things as he/she may in his/her absolute discretion consider to be necessary, desirable, appropriate or expedient to implement or give effect to or in connection with the Increase in Authorised Share Capital.”

4. “ THAT :

• (a) the seven sale and purchase agreements dated 31 July 2012 entered into by 深業 泰然（集團）股份有限公司 (Shum Yip Terra (Holdings) Co., Ltd.) as vendor and 深圳市科之谷投資有限公司 (Shenzhen Kezhigu Investment Limited) as purchaser in relation to the sale and purchase of Unit 5F03 on the Fifth Floor, Units 6A01, 6F01 and 6F02 on the Sixth Floor, Units 7F01 and 7F02 on the Seventh Floor, and Unit 8F01 on the Eighth Floor, of Tai Ran Building, Binhe Da Road, Futian District, Shenzhen City, Guangdong Province, the PRC (a copy of which has been produced before the Meeting marked “ D ” and initialed by the chairman of the Meeting for the purpose of identification) (the “ Property Disposal Agreements ”) and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

• (b) the authority of any Director to do or undertake such acts and things, and execute all such documents for and on behalf of the Company incidental to, ancillary to or in connection with matters relating to or contemplated in the Property Disposal Agreements as he may in his absolute discretion consider necessary, desirable or expedient to give effect to the Property Disposal Agreements and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and

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• (c) any and all actions of the Company, or of any Directors or officers or representatives of the Company, taken in connection with the Property Disposal Agreements and the transactions contemplated thereunder prior to the Meeting be and are hereby ratified, confirmed, approved and adopted in all respects as fully as if such action(s) had been presented to for approval, and approved by, the independent shareholders of the Company prior to such action being taken.”

• “ THAT , Mr. WANG Minyuan, who retires pursuant to the articles of association of the Company and is eligible for re-election, shall be re-elected as a Director.”

By Order of the Board Shenzhen Investment Limited LU Hua Chairman

Hong Kong, 28 March 2013

Registered office:

8th Floor, New East Ocean Centre

9 Science Museum Road

Tsimshatsui, Kowloon Hong Kong

• The English translation is for identification purpose only.

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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 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 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 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 registered office of the Company at 8th Floor, New East Ocean Centre, 9 Science Museum Road, Tsimshatsui, Kowloon, 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 resolutions 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 16 April 2013 (Tuesday) to 18 April 2013 (Thursday), 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 registrars, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 15 April 2013 (Monday).

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

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