Major Transaction Acquisition of the Entire Issued Share Capital in Vector Wellington Electricity Network Limited (Now Known As Wellington Electricity Lines Limited)

此乃要件請即處理 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢閣下之股票經紀或其他註冊證 If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, 券商、銀行經理、律師、專業會計師或其他專業顧問。 professional accountant or other professional adviser. If you have sold or transferred Cheung Kong Infrastructure Holdings Limited 閣下如已售出或轉讓名下所有長江基建集團有限公司股份，應立即將本通函送交買主或承讓 all your shares in , you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker 人，或經手買賣或轉讓之銀行、股票經紀或其他代理商，以便轉交買主或承讓人。 or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. 香港聯合交易所有限公司對本通函之內容概不負責，對其準確性或完整性亦不發表任何聲明， The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this 並明確表示概不就因本通函全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承 circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any 擔任何責任。 part of the contents of this circular. 長江基建集團有限公司 CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) （於百慕達註冊成立之有限公司） (Stock Code: 1038) （股份代號：1038）主要交易 MAJOR TRANSACTION 收購 VECTOR WELLINGTON ELECTRICITY NETWORK LIMITED ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL IN （現稱 WELLINGTON ELECTRICITY LINES LIMITED） VECTOR WELLINGTON ELECTRICITY NETWORK LIMITED 之全部已發行股本 (NOW KNOWN AS WELLINGTON ELECTRICITY LINES LIMITED) 二零零八年十一月十四日 14th November, 2008 52792.Dpwfs'Jotjefdpwfs)pvuqvu*/2!!!2 2402203119!!!1;29;19 CONTENTS 目錄 Page 頁次 Definitions . 1 釋義. 1 Letter from the Board 董事會函件 Introduction . 4 緒言 . 4 The Sale and Purchase Agreement. 5 買賣協議 . 5 Information on the Vendor and the Covenantor . 7 賣方及契諾承諾人之資料 . 7 Information on the Group . 7 Information on the interest being acquired. 7 本集團之資料 . 7 Reasons for the Acquisition . 8 所收購權益之資料 . 7 Financial and trading prospects of the Group. 8 進行收購事項之理由 . 8 Effect of the Acquisition on the earnings and 本集團之財務及經營前景 . 8 assets and liabilities of the Company . 9 General . 9 收購事項對本公司盈利及資產與負債之影響 . 9 Appendix I – Financial information of the Group . 10 一般事項 . 9 Appendix II – Accountants’ report on the VWE Group . 87 附錄一－本集團之財務資料 . 10 Appendix III – Management discussion and analysis on the VWE Group. 123 附錄二－ VWE 集團之會計師報告 . 87 Appendix IV – Unaudited pro forma financial information of the Enlarged Group following the Acquisition . 125 附錄三－ VWE 集團之管理層討論及分析 . 123 Appendix V – General information . 130 附錄四－經擴大集團於收購事項後之未經審核備考財務資料 . 125 附錄五－一般資料 . 130 - i - - i - 52792.Dpwfs'Jotjefdpwfs)pvuqvu*/3!!!3 2402203119!!!1;29;1: DEFINITIONS In this circular, the following expressions have the following meanings unless the context indicates otherwise: “Acquisition” the acquisition by the Purchaser from the Vendor of 100 ordinary shares in the share capital of VWE Network, representing the entire issued share capital of VWE Network, and the repayment of the Intercompany Debt on and subject to the terms and conditions of the Sale and Purchase Agreement “Board” the board of Directors of the Company “Business Day” means Monday to Friday, excluding public holidays in Hong Kong, Auckland and Wellington “Circular” a circular of the Company dated 30th June, 2008 issued by the Company in relation to the Disposal “Company” Cheung Kong Infrastructure Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1038) “Completion” completion of the Acquisition in accordance with the terms of the Sale and Purchase Agreement “connected persons” has the meaning ascribed to it in the Listing Rules “Covenantor” Vector Limited, a company incorporated under the laws of New Zealand, the shares of which are listed on the New Zealand Stock Exchange, and the ultimate holding company of the Vendor “Director(s)” the director(s) of the Company “Disposal” the sale and purchase of the Sale Shares and other transactions and matters as contemplated by the Disposal Agreement “Disposal Agreement” a sale and purchase agreement dated 16th May, 2008 entered into between the Company and HEH in respect of the Disposal “Enlarged Group” the Group and the VWE Group “Group” the Company and its subsidiaries - 1 - 52792.14b.Efgjojujpot.F/joee!!!2 2302203119!!!34;68;2: DEFINITIONS “HEH” Hongkong Electric Holdings Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 0006) “Holdco” Wellington Electricity Distribution Network Holdings Limited, a company incorporated under the laws of Bahamas with limited liability “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Intercompany Debt” the amount owing by VWE Network to the Covenantor as at the date of Completion as described in the Sale and Purchase Agreement “Latest Practicable Date” 11th November, 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Letter of Credit” an irrevocable standard letter of credit in favour of the Vendor issued by an acceptable bank for an amount of NZ$39 million (approximately HK$180.2 million) in the form agreed by the Vendor in writing “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Model Code” the model code on securities transactions by Directors adopted by the Company “Network Acquisition a conditional sale and purchase agreement entered into between Agreement” (among others) VWE Network and the Covenantor in respect of the purchase of the Wellington Network by VWE Network from the Covenantor “Purchase Price” the total consideration for the Acquisition under and in accordance with the terms of the Sale and Purchase Agreement “Purchaser” Wellington Electricity Distribution Network Limited, a company incorporated under the laws of New Zealand and an indirect wholly-owned subsidiary of the Company as at the date of the Sale and Purchase Agreement - 2 - 52792.14b.Efgjojujpot.F/joee!!!3 2302203119!!!34;68;2: DEFINITIONS “Sale and Purchase Agreement” a conditional sale and purchase agreement dated 28th April, 2008 entered into between the Purchaser, the Company, the Vendor and the Covenantor in respect of the Acquisition “Sale Shares” 50 ordinary shares of par value of NZ$1 (approximately HK$4.6205) each in the capital of Holdco, representing 50% of the entire issued capital of Holdco as at completion of the Disposal “SFO” the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong “Shareholder(s)” shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Vendor” Vector Metering Data Services Limited, a company incorporated under the laws of New Zealand “VWE Group” VWE Network and VWE Management “VWE Management” Vector Wellington Electricity Management Limited (now known as Wellington Electricity Lines Management Limited), a company incorporated under the laws of New Zealand and a wholly-owned subsidiary of VWE Network “VWE Network” Vector Wellington Electricity Network Limited (now known as Wellington Electricity Lines Limited), a company incorporated under the laws of New Zealand and a wholly-owned subsidiary of the Vendor as at the date of the Sale and Purchase Agreement “Wellington Network” has the meaning given to it under the section headed “Information on the interest being acquired” in this circular “HK$” Hong Kong dollar, the lawful currency of Hong Kong “NZ$” New Zealand dollar, the lawful currency of New Zealand “%” per cent Note: The figures in NZ$ are converted into HK$ at the rate of NZ$1 : HK$4.6205 throughout this circular for indication purposes only. - 3 - 52792.14b.Efgjojujpot.F/joee!!!4 2302203119!!!34;68;31 LETTER FROM THE BOARD CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 1038) Directors Registered Office Executive Directors Clarendon House Church Street LI Tzar Kuoi, Victor (Chairman) Hamilton HM11 FOK Kin Ning, Canning KAM Hing Lam Bermuda (Deputy Chairman) (Group Managing Director) CHOW WOO Mo Fong, Susan* IP Tak Chuen, Edmond Frank John SIXT (Deputy Chairman) TSO Kai Sum Andrew John HUNTER (Chief Operating Officer) * also alternate to FOK Kin Ning, Canning and Frank John SIXT Independent Non-executive Directors Alternate Directors Principal Place of CHEONG Ying Chew, Henry MAN Ka Keung, Simon Business KWOK Eva Lee (alternate to IP Tak Chuen, Edmond) 12th Floor SNG Sow-mei alias POON Sow Mei Eirene YEUNG Cheung Kong Center Colin Stevens RUSSEL (alternate to KAM Hing Lam) 2 Queen’s Road Central LAN Hong Tsung, David Hong Kong Non-executive Directors LEE Pui Ling, Angelina Barrie COOK George Colin MAGNUS Company Secretary Eirene YEUNG 14th November, 2008 To the Shareholders Dear Sir or Madam, MAJOR TRANSACTION ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL IN VECTOR WELLINGTON ELECTRICITY NETWORK LIMITED (NOW KNOWN AS WELLINGTON ELECTRICITY LINES LIMITED) INTRODUCTION The Board announced on 28th April, 2008 that on the same day, the Purchaser, being an indirect wholly-owned subsidiary of the Company as at the date of the Sale and Purchase Agreement, and the Company entered into the Sale and Purchase Agreement with the Vendor and the Covenantor pursuant to which, among other things, (i) the Purchaser agreed to acquire from

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