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This Document Is Important and Requires Your Immediate Attention THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a 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 the Company, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. This circular is for information purposes only and is being provided to you solely for the purpose of considering the resolutions to be voted upon at the SGM to be held on Tuesday, 24 November 2015. This circular does not constitute an offer to issue or sell or an invitation of an offer to acquire, purchase or subscribe for securities in Hong Kong, the United States or any other jurisdiction, nor is it intended to invite any such offer or invitation. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. The securities described herein have not been and will not be registered under the U.S. Securities Act. This circular is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. (Incorporated in Bermuda with limited liability) (Stock Code: 1038) (1) PROPOSED MERGER OF THE COMPANY AND POWER ASSETS HOLDINGS LIMITED INVOLVING A SHARE EXCHANGE OFFER TO THE SCHEME SHAREHOLDERS OF POWER ASSETS HOLDINGS LIMITED FOR THE CANCELLATION OF ALL THE SCHEME SHARES BY WAY OF A SCHEME OF ARRANGEMENT (2) PROPOSED CHANGE OF COMPANY NAME (3) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL (4) PROPOSED INCREASE IN MAXIMUM NUMBER OF DIRECTORS AND (5) PROPOSED AMENDMENTS TO BYE-LAWS Independent Financial Adviser to the Board, Financial Adviser to the Company the Offeror Board, the Independent Board Committee and the Offeror and the Independent Shareholders A letter from the Board to the Shareholders is set out on pages 1 to 29 of this circular. A letter from the Independent Board Committee containing its advice and recommendation to the Independent Shareholders in relation to the Proposal is set out on page 30 of this circular. A letter from the Independent Financial Adviser containing its advice and recommendation to the Board, the Offeror Board, the Independent Board Committee and the Independent Shareholders in relation to the Proposal is set out on pages 31 to 64 of this circular. A notice convening the SGM to be held at the Grand Ballroom, 1st Floor, Harbour Grand Kowloon, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on Tuesday, 24 November 2015 at 11:30 a.m. is set out on pages SGM-1 to SGM-4 of this circular. A form of proxy is also enclosed. Whether or not you are able to attend the SGM or any adjournment thereof in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit it at the Company’s principal place of business at 12th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof if you so wish. 20 October 2015 JOBNAME: 15093318 PAGE: 2 SESS: 56 OUTPUT: Sat Oct 17 00:51:47 2015 CONTENTS Page Expected Timetable .................................................. iii Letter from the Board ................................................ 1 1. Introduction ..................................................... 2 2. Objectives and Benefits of the Proposal ................................ 3 3. Terms of the Proposal ............................................. 5 4. Effects of the Proposal on the Shareholding Structure of PAH and the Company ........................................... 9 5. Financial Information of PAH and the Company ......................... 14 6. Proposed Dividend Arrangement ..................................... 16 7. Board Following Completion of the Proposal ............................ 18 8. Proposed Change in Board Lot Size ................................... 19 9. Proposed Change of Company Name .................................. 21 10. Proposed Increase in Authorised Share Capital ........................... 22 11. Proposed Increase in Maximum Number of Directors ..................... 23 12. Proposed Amendments to Bye-laws ................................... 23 13. Listing Rules Implications for the Company............................. 24 14. Withdrawal of Listing of PAH Shares upon Scheme Becoming Effective ....... 25 15. Mandate to Issue Shares............................................ 25 16. Information on the Group and the PAH Group ........................... 26 17. The SGM and Voting .............................................. 26 18. Recommendations ................................................ 27 19. Further Information ............................................... 29 Letter from the Independent Board Committee ............................ 30 Letter from the Independent Financial Adviser ............................ 31 Appendix I – Simplified Group Structure ............................. I-1 Appendix II – Financial Information of the Group ....................... II-1 Appendix III – Financial Information of the PAH Group................... III-1 Appendix IV – Unaudited Pro Forma Financial Information of the Enlarged Group................................ IV-1 –i– JOBNAME: 15093318 PAGE: 3 SESS: 56 OUTPUT: Sat Oct 17 00:51:47 2015 CONTENTS Page Appendix V – General Information ................................... V-1 Appendix VI – Definitions ........................................... VI-1 Appendix VII – Scheme Document ..................................... VII-1 Notice of SGM ......................................................SGM-1 –ii– JOBNAME: 15093318 PAGE: 4 SESS: 56 OUTPUT: Sat Oct 17 00:51:47 2015 EXPECTED TIMETABLE Latest time for lodging transfers of Shares to qualify for the entitlement to attend and vote at the SGM ................ 4:30 p.m. on Wednesday, 18 November 2015 Closure of the register of members of the Company for determining the entitlement to attend and vote at the SGM ........... from Thursday, 19 November 2015 to Tuesday, 24 November 2015 (both days inclusive) Latest time for lodging forms of proxy in respect of the SGM ..... 11:30 a.m. on Sunday, 22 November 2015 Record date for determining the entitlement to attend and vote at the SGM ................................. Tuesday, 24 November 2015 Trading halt in the Shares on the Stock Exchange(1) ......... from 9:00 a.m. on Tuesday, 24 November 2015 SGM ................................................ 11:30 a.m. on Tuesday, 24 November 2015 Announcement of the results of the SGM published on the Stock Exchange’s website ...................... after 4:15 p.m. on Tuesday, 24 November 2015 Resumption of trading in the Shares on the Stock Exchange(1) . 9:00 a.m. on Wednesday, 25 November 2015 Register of members of the Company re-opens on ....... Wednesday, 25 November 2015 Trading halt in the Shares on the Stock Exchange(2) ......... from 9:00 a.m. on Monday, 14 December 2015 Resumption of trading in the Shares on the Stock Exchange(2) ..... 9:00 a.m. on Tuesday, 15 December 2015 Last day of dealings in the Shares on a cum entitlement basis to the Special Dividend ............................ Monday, 28 December 2015 First day of dealings in the Shares on an ex entitlement basis to the Special Dividend ............................ Tuesday, 29 December 2015 Latest time for lodging transfers of Shares to qualify for the entitlement to the Special Dividend ...................... 4:30 p.m. on Wednesday, 30 December 2015 – iii – JOBNAME: 15093318 PAGE: 5 SESS: 56 OUTPUT: Sat Oct 17 00:51:47 2015 EXPECTED TIMETABLE Closure of the register of members of the Company for determining the entitlement to the Special Dividend . from Thursday, 31 December 2015 to Monday, 4 January 2016 (both days inclusive) Register of members of the Company re-opens on ............. Tuesday, 5 January 2016 Record time for the Special Dividend(3) .......... 8:50 a.m. on Tuesday, 5 January 2016 First day of dealings in Shares issued to Scheme Shareholders pursuant to the Scheme on the Stock Exchange ..... 9:00 a.m. on Tuesday, 5 January 2016 First day of odd lot matching facility for all Shareholders ....... Tuesday, 5 January 2016 Payment date for the Special Dividend(3) ................ Wednesday, 20 January 2016 Last day of odd lot matching facility for all Shareholders ......... Friday, 4 March 2016 Shareholders should note that the dates and times specified in the above timetable are subject to change. Further
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