Macau E&M Holding Limited — Proxy Solicitation & Information Statement 2014

May 11, 2014

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 10:30 a.m. on Thursday, 29 May 2014 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) subject to the passing of ordinary resolutions nos. 2 and 3 set out in the notice convening the Meeting, each of the conditional sale and purchase agreement dated 27 January 2014 entered into between the Company as purchaser, Shum Yip Holdings Company Limited (深業(集團)有限公司) (the “ Vendor ”) as vendor, 深業集團有限公司 (Shum Yip Group Limited) (“ Shum Yip Group ”) and 深圳市農科集團有限公司 (Shenzhen Nongke Holdings Company Limited) (“ Nongke ”) in respect of the proposed acquisition of the entire issued share capital of Shenzhen Bio-Agriculture Company Limited (深圳生物 農業有限公司) (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) and the supplemental agreement dated 8 May 2014 entered into between the Company, the Vendor, Shum Yip Group and Nongke (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) to supplement and amend the Acquisition Agreement, and all transactions contemplated under each of them and in connection with each of them be and are hereby approved, confirmed and ratified;

3. (b) the allotment and issue to the Vendor of 1,061,538,935 Consideration Shares (as defined in the circular of the Company dated 12 May 2014 (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$3.276 per Consideration Share, as part of the 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

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• (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 Acquisition Agreement as supplemented and amended by the Supplemental Acquisition Agreement and all the transactions contemplated thereunder (including without limitation, the allotment and issue of the Consideration Shares) 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.”

• “ THAT :

• (a) subject to the passing of ordinary resolutions nos. 1 and 3 as set out in the notice convening the Meeting, the agreement dated 27 January 2014 entered into between Nongke and Shum Yip Group in respect of the entrustment management arrangements of the Agricultural Land and Related Assets (as defined in the Circular) (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 “ Agricultural Land Entrustment Agreement ”) and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed and the maximum aggregate annual transaction amounts for the transactions contemplated under the Agricultural Land Entrustment Agreement for the three years ending 31 December 2014, 2015 and 2016 of RMB1.1 million, RMB1.7 million and RMB1.7 million respectively be and are hereby approved; and

• (b) 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 Agricultural Land Entrustment Agreement 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.”

• “ THAT :

• (a) subject to the passing of ordinary resolutions nos. 1 and 2 as set out in the notice convening the Meeting, the investment and operations management agreement dated 27 January 2014 entered into between Nongke and Shum Yip Group in respect of the Nongke Flora Market Related Rights (as defined in the Circular) (a copy of which has been produced before the Meeting marked “ E ”

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and initialed by the chairman of the Meeting for the purpose of identification) (the “ Nongke Flora Market Entrustment Agreement ”) and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed and the maximum aggregate annual transaction amounts for the transactions contemplated under the Nongke Flora Market Entrustment Agreement for the three years ending 31 December 2014, 2015 and 2016 of RMB0.7 million, RMB1.0 million and RMB1.0 million respectively be and are hereby approved; and

• (b) 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 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 Nongke Flora Market Entrustment Agreement 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.”

• “ THAT , Mr. GAO Shengyuan, who retires pursuant to the articles of association of the Company and is eligible for re-election, be and is hereby re-elected as a director of the Company.”

• “ THAT , Dr. WONG Yau Kar, David, who retires pursuant to the articles of association of the Company and is eligible for re-election, be and is hereby re-elected as a director of the Company.”

By Order of the Board Shenzhen Investment Limited LU Hua Chairman

Hong Kong, 12 May 2014

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/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 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 27 May 2014 (Tuesday) to 29 May 2014 (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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 26 May 2014 (Monday).

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 of the Company, Dr. WU Jiesi and Mr. HUANG Yige 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.

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