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 document 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 Power Assets 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, registered institution in securities 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 Power Assets Holdings Limited and/or Cheung Kong Infrastructure Holdings Limited and it must not be used for the purpose 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. None of the Securities and Exchange Commission, any state securities commission or any other regulatory authority of the United States of America has approved or disapproved the securities referred to in this document or passed upon the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States of America. (Incorporated in Bermuda with limited liability) (Incorporated in Hong Kong with limited liability) (Stock Code: 1038) (Stock Code: 0006) ASSETS GLOBAL INTERNATIONAL LIMITED (Incorporated in the British Virgin Islands with limited liability) (1) PROPOSED MERGER OF CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED 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 AND (2) PROPOSED PAYMENT OF CONDITIONAL SPECIAL DIVIDEND BY CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED Financial Adviser to Financial Adviser to Cheung Kong Infrastructure Holdings Limited and Power Assets Holdings Limited Assets Global International Limited Independent Financial Adviser to the Independent Board Committee of Power Assets Holdings Limited A letter from the Board to the shareholders of Power Assets Holdings Limited, a letter from the Independent Board Committee containing its recommendation to the Disinterested Shareholders of Power Assets Holdings Limited in respect of the Proposal, a letter from Platinum, being the Independent Financial Adviser, containing its advice to the Independent Board Committee in respect of the Proposal, and an Explanatory Statement are set out on pages 1 to 6, 7 to 8, 9 to 62 and 63 to 99 of this document, respectively. The actions to be taken by the Shareholders and the ADS Holders are set out on pages xv to xviii of this document. Notices convening the Court Meeting and the General Meeting to be held on Tuesday, 24 November 2015 at 2:00 p.m. and 2:30 p.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned), respectively, at the Grand Ballroom, 1st Floor, Harbour Grand Kowloon, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong are set out on pages N-1 to N-5 of this document. Whether or not you are able to attend the Court Meeting and/or the General Meeting, 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 Rooms 1913-1914, 19th Floor, Hutchison House, 10 Harcourt Road, 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 a form of proxy in respect of the Court Meeting or the General Meeting will not preclude you from attending and voting in person at the Court Meeting or the General Meeting (as the case may be), or any adjournment of it, should you so wish. If you are an ADS Holder, you are strongly urged to execute the ADS Voting Instruction Card and return it to the Depositary by 10:00 a.m. on Monday, 16 November 2015 (New York time) in order to instruct the Depositary, in accordance with the terms of the ADS Deposit Agreement and the ADS Voting Instruction Card, to vote the Shares underlying the ADSs at the Court Meeting and the General Meeting. If you wish to attend the Court Meeting and/or the General Meeting (whether in person or by proxy) or be entitled to be present in person or be represented by counsel at the Court Hearing to support or oppose the petition to sanction the Scheme, you must surrender your ADSs and withdraw the Shares underlying them in accordance with the terms of the ADS Deposit Agreement so that you can be registered as a Shareholder. The Company will pay to the Depositary its fees for the cancellation of your ADSs for the purposes of attending and voting at the Court Meeting and the General Meeting or to be present in person or represented by counsel at the Court Hearing, but you may incur taxes and governmental and other charges and fees in connection with such surrender and withdrawal. Overseas Shareholders, including but not limited to those in the United States, are advised to read “Non-Qualifying Overseas Shareholders”inthe Explanatory Statement and “Information for Overseas Shareholders” for further information. This document is jointly issued by Cheung Kong Infrastructure Holdings Limited, Assets Global International Limited and Power Assets Holdings Limited to the shareholders of Power Assets Holdings Limited. 20 October 2015 JOBNAME: 15093289 PAGE: 2 SESS: 140 OUTPUT: Sat Oct 17 00:52:05 2015 CONTENTS Page Questions and Answers ............................................... iii Expected Timetable .................................................. x Important Notice and Actions to be Taken ................................ xv Letter from the Board ............................................... 1 Letter from the Independent Board Committee ............................ 7 Letter from the Independent Financial Adviser ............................ 9 Explanatory Statement ............................................... 63 1. Introduction ................................................ 63 2. The Proposal ............................................... 63 3. Conditions Precedent to the Proposal ............................. 68 4. Objectives and Benefits of the Proposal ........................... 70 5. Intentions of CKI with Regard to the Group ........................ 73 6. Effects of the Proposal on the Shareholding Structure of the Company and CKI ....................................... 73 7. Information on the CKI Group and the Offeror ...................... 78 8. Information on the Group ...................................... 79 9. Proposed Dividend Arrangement ................................. 79 10. CKI Board Following Completion of the Proposal ................... 81 11. Proposed Change of Company Name of CKI ....................... 82 12. Share Certificates, Dealings and Listing ........................... 83 13. Registration and Despatch of New CKI Share Certificates .............. 83 14. Arrangements Relating to the Sale of Odd Lots of CKI Shares .......... 84 15. Non-Qualifying Overseas Shareholders ............................ 85 16. ADS Holders ............................................... 87 17. Taxation ................................................... 87 18. Court Meeting and General Meeting .............................. 91 19. Recommendations ............................................ 92 20. Indications as to Voting ....................................... 93 –i– JOBNAME: 15093289 PAGE: 3 SESS: 140 OUTPUT: Sat Oct 17 00:52:05 2015 CONTENTS Page 21. Actions to be Taken .......................................... 93 22. Costs of the Scheme .......................................... 98 23. Further Information .......................................... 99 24. Language .................................................. 99 Information for Overseas Shareholders .................................. 100 Parties Involved in the Proposal ........................................ 105 Appendix I – Simplified Group Structure Charts ....................... I-1 Appendix II – Information on the CKI Group and the Offeror ............. II-1 Appendix III – Financial Information of the CKI Group and the Offeror ..... III-1 Appendix IV – Information on the Group .............................. IV-1 Appendix V – Financial Information of the Group ...................... V-1 Appendix VI – Unaudited Pro Forma Financial Information of the Enlarged CKI Group ............................. VI-1 Appendix VII – Documents Available for Inspection ...................... VII-1 Appendix VIII – Definitions ..........................................VIII-1 Scheme of Arrangement .............................................. S-1 Notice of Court Meeting .............................................

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