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History and Reorganisation

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History and Reorganisation THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND REORGANISATION HISTORY The Company’s predecessor, Cheung Kong, became listed in Hong Kong in 1972, and the Group benefits from a long and successful track record of over 40 years. Through investment in the Cheung Kong Group and the Hutchison Group, Mr. Li Ka-shing, our founder and Chairman, expanded the Group’s property development business in Hong Kong. With over 40 years of refinement, we have become one of the largest developers of residential, office, retail, industrial and hotel properties in Hong Kong. Whilst maintaining a strategic focus on property development projects in Hong Kong, the Group expanded its presence to the PRC in the 1980s and to overseas markets in the 1990s. We have also developed a property and project management business to support our development and investment properties. With our expertise and strength in property development and investment, we also developed our business scope to include hotels and serviced suites operations and interests in listed REITs. Key Milestones Some of the key milestones of our development over the past 40 years are set out below: Year Key Milestone 1972........... Listing of the Company’s predecessor, Cheung Kong, in Hong Kong 1977........... Acquisition of Hong Kong Hilton Hotel and shopping arcade, then a 5-star hotel of the Group, which was subsequently re-developed as Cheung Kong Center 1978........... Completion of Braemar Hill Mansions, a major residential property development project in Hong Kong in which the Group had a 50% interest 1978........... Completion of the redevelopment of China Building in Central, Hong Kong, where the headquarters of Cheung Kong was situated until the relocation of the headquarters to Cheung Kong Center after its completion in 1999 1980 .......... Completion of Admiralty Centre in Admiralty, Hong Kong, one of the first major commercial joint development property projects, which is close to the Admiralty MTR station 1982........... Completion of Aberdeen Centre in Hong Kong, a large scale housing estate of the Group 1985-1991 ...... Completion of Whampoa Garden in Hung Hom, Kowloon, a large scale residential estate comprising both residential towers and shopping complex of the Group, through the redevelopment of the former Hung Hom dockyards 1989........... Participation in the development of two former industrial sites at Ap Lei Chau and Kwun Tong in Hong Kong into two residential and commercial developments of the Group known as South Horizons and Laguna City –73– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND REORGANISATION Year Key Milestone 1990-1993 ...... Completion of Hutchison Logistics Centre, a multi-storey drive-in freight distribution centre located in Kwai Chung Container Terminals in Hong Kong, one of the busiest container ports in the world 1995........... Completion of The Harbourfront, Grade A twin office towers adjacent to Whampoa Garden residential estate of the Group in Hong Kong 1995........... Opening of Harbour Grand Kowloon, formerly known as the Harbour Plaza Hotel, the first hotel built and managed by the Group in Hong Kong 1998........... Completion of The Center, a Grade A commercial building with a central core design located at a prime location in the business district of Hong Kong, a joint development of the Group 1999........... Completion of Cheung Kong Center, the Group’s flagship commercial complex and the Group’s first intelligent building utilising innovative design and sophisticated technology, located in the heart of Central, Hong Kong 1999........... Opening of Bahamas Grand Lucayan, the Group’s large scale resort in The Bahamas, earmarking the expansion of the Group’s development and operation of hotel businesses outside Hong Kong 2000-2004 ...... Completion of Beijing Oriental Plaza, one of the largest commercial complexes in the political and commercial heart of Beijing, the PRC, with a total GFA of 763,482 sq.m., comprising a shopping centre, office buildings, serviced apartment towers, a hotel and car parking spaces 2002-2007 ...... Awarded the tender for the residential and retail development project at Tiu Keng Leng Station along the Tseung Kwan O Line of the MTR, and awarded the tender for the development at Packages One, Two and Three of LOHAS Park Station, Tseung Kwan O Line of the MTR 2003........... Listing of Fortune REIT on Singapore Stock Exchange 2005........... Listing of Prosperity REIT on the Main Board of the Stock Exchange 2009........... Completion of 1881 Heritage, a new heritage revitalisation landmark for cultural tourism, shopping and leisure in Hong Kong, which was revitalised and redeveloped from the former Marine Police Headquarters 2010........... Listing of Fortune REIT on the Main Board of the Stock Exchange 2010-2013 ...... Completion of Phases 1 and 2 of La Grande Ville, a residential complex in Beijing, the PRC 2011........... TheGroup injected its interest in Beijing Oriental Plaza in Beijing into Hui Xian REIT upon the establishment of the REIT, the first RMB-denominated REIT listed on the Stock Exchange, and the first RMB-denominated equity security listed outside the PRC –74– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND REORGANISATION PRINCIPAL SUBSIDIARIES The Group is one of Hong Kong’s largest property developers, with a leading market share in Hong Kong, strong penetration in the PRC and an international presence. We develop, own and/or manage residential, office, retail, industrial and hotel property in Hong Kong, the PRC, Singapore, the United Kingdom and The Bahamas. Due to the project-specific nature of our business, the Group established individual project companies for the holding, development and operation of different projects. Upon Listing, the Group will comprise over 1,000 companies. Details of certain information on the Principal Subsidiaries upon Listing are set out in “Appendix VII – General Information – Further Information about the Company – Subsidiaries – Principal Subsidiaries”. THE REORGANISATION In preparation for the Listing, the following steps are being implemented to establish the Group: 1. Incorporation of various companies Prior to the Latest Practicable Date, the Company and certain wholly-owned subsidiaries (being Mighty State Limited, Agate Glory Limited, Novel Trend Holdings Limited, CK Property Finance Limited and New Challenge Global Limited) were incorporated. 2. Cheung Kong Reorganisation On 9 January 2015, Cheung Kong proposed a group reorganisation by way of a scheme of arrangement pursuant to Division 2 of Part 13 of the Companies Ordinance. The Cheung Kong Reorganisation was completed on [18 March] 2015 whereupon (i) the holding company of the Cheung Kong Group was changed from Cheung Kong to CKH Holdings, (ii) the shareholders of Cheung Kong (other than certain non-qualifying overseas shareholders of Cheung Kong) became shareholders of CKH Holdings, with the same shareholding proportion as they held shares in Cheung Kong as at the record time of [4:00] p.m. on [17 March 2015] and (iii) the listing of the shares of Cheung Kong on the Stock Exchange was withdrawn and the CKH Holdings Shares became listed on the Stock Exchange by way of introduction. 3. Merger Proposal A. Husky Share Exchange On 9 January 2015, the Husky Sale Shares Purchaser entered into a conditional agreement with the Husky Sale Shares Vendor for the acquisition of 61,357,010 Husky Shares, representing approximately 6.24% of the common shares of Husky in issue as at the date thereof. Pursuant to the Husky Share Exchange Agreement, the consideration for the acquisition will be satisfied by the issue of 84,427,246 new CKH Holdings Shares by CKH Holdings to the Husky Sale Shares Vendor (or as it may direct), representing a share exchange ratio of 1.376 new CKH Holdings Shares for every one Husky Share to be acquired. In the event that the acquisition of the 61,357,010 Husky Shares (whether on its own or together with the completion of the Hutchison Scheme) by the Husky Sale Shares Purchaser and the issue of the 84,427,246 new CKH Holdings Shares to the Husky Sale Shares Vendor (or as it may direct) would, after taking into account any other acquisition of shares by concert parties of the Trust (if any), result in the Trust incurring a –75– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND REORGANISATION mandatory general offer obligation under the Takeovers Code in respect of CKH Holdings, the 61,357,010 Husky Shares which are the subject of the Husky Share Exchange (and correspondingly the number of CKH Holdings Shares to be issued under the Husky Share Exchange) may be reduced to such number as may be agreed between the parties to the Husky Share Exchange at any time before completion of the Husky Share Exchange to the extent as would result in such mandatory general offer obligation not being incurred. Completion of the Husky Share Exchange, which will take place immediately before the Hutchison Scheme becomes effective
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