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(Holdings) Limited THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this document or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Cheung Kong (Holdings) Limited, you should at once hand this document and the accompanying forms of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. This document does not constitute an offer or invitation to, nor is it intended to invite offers by, the public to subscribe for or to purchase shares or other securities of Cheung Kong (Holdings) Limited and/or CK Hutchison Holdings Limited and it must not be used for the purposes of offering or inviting offers for any securities. Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this document, 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 document. CHEUNG KONG (HOLDINGS) LIMITED 長江實業（集團）有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 0001) REORGANISATION PROPOSAL – CHANGE OF THE HOLDING COMPANY OF THE GROUP FROM CHEUNG KONG (HOLDINGS) LIMITED TO CK HUTCHISON HOLDINGS LIMITED 長江和記實業有限公司 (a company incorporated in the Cayman Islands with limited liability, the shares of which are proposed to be listed on the Main Board of the Stock Exchange by way of introduction) BY WAY OF A SCHEME OF ARRANGEMENT (under the Companies Ordinance) Financial adviser to Cheung Kong (Holdings) Limited and CK Hutchison Holdings Limited A letter from the Board is set out on pages 6 to 12 of this document. An Explanatory Statement is set out on pages 13 to 32 of this document. The actions to be taken by the Shareholders are set out on pages 29 to 31 of this document. Notices convening the Court Meeting and the General Meeting to be held on Wednesday, 25 February 2015 at 9:00 a.m. and 9:30 a.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned) respectively at the Ballroom, 1st Floor, Harbour Grand Kowloon, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong are set out on pages NCM-1 to NGM-3 of this document. Subject to the granting of listing of, and permission to deal in, the shares of CK Hutchison Holdings Limited on the Main Board and compliance with the stock admission requirements of HKSCC, those shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in such shares or such other date as determined by HKSCC. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Whether or not you are able to attend the Court Meeting and the General Meeting or any of them, you are strongly urged to complete and sign the enclosed forms of proxy in accordance with the respective instructions printed on them, and to lodge them at the Company’s registered office at 7th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong as soon as possible, but in any event not later than the times and dates specified in them respectively. The form of proxy in respect of the Court Meeting may also be handed to the Chairman of the Court Meeting at the Court Meeting if it is not so lodged. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the Court Meeting or the General Meeting, or any respective adjournment of it, should you so wish. The shares of CK Hutchison Holdings Limited to be issued in connection with the Scheme will not be, and are not required to be, registered with the SEC under the Securities Act, in reliance on the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) of the Securities Act. Neither the SEC nor any other US federal or state securities commission or regulatory authority has approved or disapproved of the shares of CK Hutchison Holdings Limited or passed an opinion on the adequacy of this document. Any representation to the contrary is a criminal offense in the United States. Persons who are affiliates (within the meaning of the Securities Act) of Cheung Kong (Holdings) Limited or CK Hutchison Holdings Limited prior to, or of CK Hutchison Holdings Limited after, the Effective Date will be subject to certain US transfer restrictions relating to the shares of CK Hutchison Holdings Limited received pursuant to the Scheme. Overseas Shareholders, including but not limited to US Shareholders, are advised to read the important notices in paragraph 15 of the Explanatory Statement. 6 February 2015 CONTENTS Page Expected Timetable .................................................. ii Summary .......................................................... 1 Letter from the Board ................................................ 6 Explanatory Statement................................................ 13 Risk Factors ........................................................ 33 Directors of the Company and CKH Holdings ............................. 43 Corporate Information of the Company and CKH Holdings .................. 45 Parties Involved in the Reorganisation Proposal............................ 48 Responsibility Statement .............................................. 49 Appendix I – Information on the Group .............................. I-1 Appendix II – Information on CKH Holdings........................... II-1 Appendix III – Financial Information of the Group....................... III-1 Appendix IV – Summary of the Constitution of CKH Holdings, Comparison of such Constitution with that of the Company, and Summary of the Cayman Companies Law and Cayman Islands Taxation ............ IV-1 Appendix V – Summary of the Differences between Certain Provisions of the Companies Ordinance and the Cayman Companies Law .......................... V-1 Appendix VI – Explanatory Statement on Repurchase Mandate ............. VI-1 Appendix VII – Additional Information................................. VII-1 Appendix VIII – Waivers from Compliance with the Listing Rules and the Takeovers Code..................................VIII-1 Appendix IX – Definitions........................................... IX-1 Scheme of Arrangement ............................................... S-1 Notice of the Court Meeting ...........................................NCM-1 Notice of General Meeting .............................................NGM-1 –i– EXPECTED TIMETABLE The expected timetable for the Reorganisation Proposal is set out below: 2015 Latest time for lodging forms of proxy in respect of (Note 1): Court Meeting .............................. 9:00 a.m. on Monday, 23 February General Meeting ............................ 9:30 a.m. on Monday, 23 February Latest time for lodging forms of transfer of Shares to qualify for entitlement to vote at the Court Meeting and the General Meeting ...... 4:30 p.m. on Monday, 23 February Closure of register of members of the Company for determining entitlement to attend and vote at the Court Meeting and the General Meeting (Note 2) ....... from Tuesday, 24 February to Wednesday, 25 February (both days inclusive) Record date for determining entitlement to attend and vote at the Court Meeting and the General Meeting ................................. Wednesday, 25 February Suspension of dealings in the Shares (Note 3) ..... 9:00 a.m. on Wednesday, 25 February Court Meeting (Note 4) ....................... 9:00 a.m. on Wednesday, 25 February General Meeting (Note 4) ..................... 9:30 a.m. on Wednesday, 25 February (or as soon thereafter as the Court Meeting shall have been concluded or adjourned) Announcement of the results of the Court Meeting and the General Meeting posted on the website of the Stock Exchange (Note 3) ........... after 4:30 p.m. on Wednesday, 25 February Resumption of dealings in the Shares (Note 3) ....... 9:00 a.m. on Thursday, 26 February Court hearing of the summons for directions in respect of the Scheme .................................. Thursday, 5 March Dealings in the Shares on the Stock Exchange cease ..... 4:00 p.m. on Tuesday, 10 March Latest time for lodging transfers of Shares in order to be entitled to CKH Holdings Shares ...... 4:30 p.m. on Thursday, 12 March Closure of register of members of the Company for determining entitlement to CKH Holdings Shares (Note 5) .................... from Friday, 13 March onwards –ii– EXPECTED TIMETABLE 2015 Court hearing of the petition to sanction the Scheme (Note 6) ..................................... Tuesday, 17 March Record Time ................................... 4:00 p.m. on Tuesday, 17 March Announcement of the result of hearing of petition to sanction the Scheme, the expected Effective Date, the expected date of withdrawal of listing of the Shares, and the expected date of commencement of dealings in CKH Holdings Shares posted on the website of the Stock Exchange ........................ Tuesday, 17 March Despatch of the new certificates for CKH Holdings Shares (Note 7) ........................................
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