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Macau E&M Holding Limited Proxy Solicitation & Information Statement 2021

Dec 3, 2021

49906_rns_2021-12-03_e56b32f3-e9bb-4003-8ab1-288187c3ed30.pdf

Proxy Solicitation & Information Statement

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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 notice, 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 notice.

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 00604)

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to the notice of the extraordinary general meeting (the “ Meeting ”) dated 30 November 2021 (the “ First Notice ”) of Shenzhen Investment Limited (the “ Company ”), by which the Company convenes the Meeting to be held at Academy Rooms, 1st Floor, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong at 10:30 a.m. on Thursday, 30 December 2021. This supplemental notice shall be read together with the First Notice.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the Meeting will be held as originally scheduled, for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution of the Company in addition to the resolutions as set out in the First Notice:

ORDINARY RESOLUTION

  1. THAT:

    • (a) the two supplemental agreements both dated 29 October 2021 entered into between Shenzhen Shumyip Minghong Real Estate Development Co., Ltd.* (深圳市深業明宏 地產開發有限公司) (the “ Project Company ”) and Shenzhen Shumyip Xinhongcheng Investment Co., Ltd.* (深圳市深業信宏城投資有限公司) (“ Xinhongcheng ”) (the “ Supplemental Agreements ”, copies of which have been produced before the Meeting marked “B” and “C” respectively, and initialled by the chairman of the Meeting for the purpose of identification), in respect of the variation of terms of compensation to Xinhongcheng under the relocation and compensation agreement dated 27 March 2018 entered into between the Project Company and Xinhongcheng and the relocation and compensation agreement dated 27 March 2018 entered amongst the Project Company, Xinhongcheng and Hengxing Industrial (Shenzhen) Co., Ltd. (liquidation team)* (恒興實業(深圳)有限公司清算組), and all transactions contemplated thereunder and in connection therewith be and are hereby approved, confirmed and ratified; 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 give effect to or otherwise in connection with or incidental to the Supplemental Agreements 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.”

By order of the Board SHENZHEN INVESTMENT LIMITED LU Hua Chairman

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Hong Kong, 6 December 2021

Registered office:

8th Floor, New East Ocean Centre 9 Science Museum Road Tsim Sha Tsui, Kowloon Hong Kong

  • For identification purpose only

Notes:

  1. Save as otherwise indicated, the terms herein shall have the same meaning as those defined in the circular of the Company dated on 6 December 2021 (the “ Circular ”).

  2. As a result of the additional resolution proposed subsequent to the despatch of the First Notice, the First Notice and the Original Proxy Form sent together with the First Circular did not contain the additional resolution set out in this Supplemental Notice. In this connection, the Revised Proxy Form for the Meeting including ordinary resolutions numbered 1 and 2 as well as the additional ordinary resolution numbered 3 is enclosed with this Supplemental Notice.

  3. The additional resolution set out in this Supplemental Notice will be decided by way of poll.

  4. Whether or not you intend to attend the Meeting, you are requested to complete and return the Revised Proxy Form in accordance with the instructions printed thereon to the office of the Company’s share registrar, Tricor Standard Limited, at Level 54, 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 holding the Meeting or any adjournment thereof. Completion and return of the Original Proxy Form and/or the Revised Proxy Form will not preclude you from attending and voting at the Meeting or any adjourned meeting should you so wish.

  5. A Shareholder who has not yet lodged the Original Proxy Form with the Company’s share registrar is required to lodge the Revised Proxy Form if he/she wishes to appoint proxies to attend and vote at the Meeting on his/her behalf. In this case, the Original Proxy Form should not be lodged with the Company’s share registrar.

  6. A Shareholder who has already lodged the Original Proxy Form with the Company’s share registrar should note that:

    • (a) If no Revised Proxy Form is lodged with the Company’s share registrar, the Original Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by him/her. The proxy appointed by the Shareholder under the Original Proxy Form will also be entitled to cast the vote at his/her discretion or to abstain from voting on any resolution properly put to the Meeting other than those referred to in the First Notice, including ordinary resolution numbered 3 set out in the Supplemental Notice.

    • (b) If the Revised Proxy Form is lodged with the Company’s share registrar not less than 48 hours before the time appointed for the holding of the Meeting or any adjourned meeting, the Revised Proxy Form, if correctly completed, will revoke and supersede the Original Proxy Form previously lodged by him/her. The Revised Proxy Form will be treated as a valid proxy form lodged by the Shareholder.

    • (c) If the Revised Proxy Form is lodged with the Company’s share registrar less than 48 hours before the time appointed for the holding of the Meeting or any adjourned meeting, or if lodged not less than 48 hours before the time appointed for the holding of the Meeting or any adjourned meeting but is incorrectly completed, the proxy appointment under the Revised Proxy Form will be invalid. The proxy appointed by the Shareholder under the Original Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (a) above as if no Revised Proxy Form was lodged with the Company’s share registrar. Accordingly, Shareholders are advised to complete the Revised Proxy Form carefully and lodge the Revised Proxy Form with the Company’s share registrar by not less than 48 hours before the time appointed for the holding of the Meeting or any adjourned meeting.

  7. Save for the above amendments, there are no other changes to the resolutions set out in the First Notice. Please refer to the First Notice and the First Circular for details of the other resolutions to be considered at the Meeting, closure of register of members of the Company, eligibility for attending the Meeting, appointment of proxy and other relevant matters.

As at the date of this notice, the Board comprises 8 directors, of which Dr. LU Hua, Mr. HUANG Wei, Ms. CAI Xun, Mr. DONG Fang and Ms. SHI Xiaomei 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.

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