THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 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, professional accountant or other professional adviser. If you have sold or otherwise 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, stockbroker 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 ordinary resolution to be voted upon at the EGM to be held on Monday, 20 April 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. CK HUTCHISON HOLDINGS LIMITED 長江和記實業有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 0001) Merger Proposal – (a) Proposed Issue of Shares in connection with the Acquisition by the Hutchison Group of 6.24% of the Common Shares of Husky in issue; and (b) Proposed Share Exchange Offer to the Hutchison Scheme Shareholders for the Cancellation of all the Hutchison Scheme Shares by way of a Scheme of Arrangement of Hutchison under the Companies Ordinance Independent Financial Adviser to the Board, the Hutchison Proposal Offeror Board, Financial Adviser to the Company the Independent Board Committee and and the Hutchison Proposal Offeror the Independent Shareholders in relation to the Merger Proposal in relation to the Merger Proposal A letter from the Board is set out on pages 1 to 51 of this circular. A letter from the Independent Board Committee containing its advice and recommendation to the Independent Shareholders in relation to the Merger Proposal is set out on pages 52 to 53 of this circular. A letter from the Independent Financial Adviser containing its advice and recommendation to the Board, the Hutchison Proposal Offeror Board, the Independent Board Committee and the Independent Shareholders in relation to the Merger Proposal is set out on pages 54 to 101 of this circular. A notice convening the EGM to be held at the Grand Ballroom, 1st Floor, Harbour Grand Kowloon, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on Monday, 20 April 2015 at 11:00 a.m. is set out on pages EGM-1 and EGM-3 of this circular. A form of proxy is also enclosed. Whether or not you are able to attend the EGM or any adjournment thereof in person, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and deposit it at the Company’s principal place of business in Hong Kong at 7th 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 EGM 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 EGM or any adjournment thereof if you so wish. 31 March 2015 CONTENTS Page Definitions ......................................................... i Expected Timetable .................................................. xx Letter from the Board ................................................ 1 Introduction ..................................................... 1 Objectives ...................................................... 4 Merger Proposal.................................................. 6 I. The Husky Share Exchange ..................................... 6 1. The Husky Share Exchange Agreement ......................... 6 2. The Guarantees .......................................... 10 3. Information on Husky...................................... 11 II. The Hutchison Proposal ........................................ 12 1. Summary of the Hutchison Proposal........................... 12 2. Total Consideration under the Hutchison Proposal................ 12 3. Fractional Entitlements .................................... 13 4. Conditions precedent to the Hutchison Proposal.................. 14 5. Non-Qualifying Hutchison Overseas Shareholders ................ 17 6. Shareholding Structure of Hutchison .......................... 18 7. Other arrangements relating to the securities of Hutchison ......... 21 8. Financial Information on Hutchison........................... 21 9. Withdrawal of Listing of the Hutchison Shares upon Hutchison Scheme becoming effective ........................ 22 10. Voting at the Hutchison Court Meeting and the Hutchison General Meeting ............................... 22 III. Reasons for, and benefits of, the Merger Proposal .................... 23 IV. Financial Effects of the Merger Proposal ........................... 23 V. Listing Rules Implications of the Merger Proposal .................... 24 Mandate to Issue Shares ........................................... 26 Spin-off Proposal in relation to the Combined Property Businesses ........... 27 I. Overview of the Spin-off Proposal ................................ 27 II. The Combined Property Businesses ............................... 28 –i– CONTENTS Page III. The Property Businesses Combination ............................. 30 A. The Specified Loans Purchase Agreement....................... 30 B. The Reorganisation Agreement ............................... 32 C. Deed of Tax Indemnity ..................................... 35 IV. Selected Operating Data of the CK Property Group ................... 36 V. Information on the Distribution In Specie........................... 39 VI. The Boards of Directors of the Company and CK Property following completion of the Spin-off Proposal...................... 44 Simplified Group Structure prior to and after Implementation of the Merger Proposal and the Spin-off Proposal ......................... 45 Expected Impact on Credit Ratings and Proposed Dividend Arrangements ...... 47 General Information ............................................... 48 The EGM and Voting .............................................. 49 Recommendations ................................................ 49 Additional Information............................................. 51 Where You Can Find Other Additional Information ....................... 51 Letter from the Independent Board Committee ............................ 52 Letter from the Independent Financial Adviser ............................ 54 Appendix I : Financial Information of the Company .................... I-1 Appendix II : Financial Information of Hutchison ....................... II-1 Appendix III : Unaudited Pro Forma Financial Information of the Resulting CKH Holdings Group ..................... III-1 Appendix IV : General Information .................................. IV-1 Appendix V : Hutchison Scheme Document ............................ V-1 Notice of EGM ......................................................EGM-1 –ii– DEFINITIONS In this circular, the following expressions have the following meanings unless the context otherwise requires: “2014 Cheung Kong Results the results announcement of Cheung Kong dated 26 Announcement” February 2015 in respect of the financial year ended 31 December 2014; “2014 Hutchison Results the results announcement of Hutchison dated 26 Announcement” February 2015 in respect of the financial year ended 31 December 2014; “ADRs” unsponsored American depositary receipts evidencing American depositary shares representing the right to receive shares; “associate” has the meaning ascribed to it in the Listing Rules; “Authorisations” authorisations, registrations, filings, rulings, consents, permissions and approvals (including approval in-principle); “Bank of America Merrill Lynch” (i) (when referring to the bridge facility in connection with the Property Businesses Combination) Bank of America, N.A.; or (ii) (when referring to the joint sponsor) Merrill Lynch Far East Limited, a corporation licensed to carry on type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities), type 6 (advising on corporate finance), and type 7 (providing automated trading services) regulated activities under the SFO, which is one of the joint sponsors appointed in respect of the Spin-off Proposal; “Beneficial Owner” any beneficial owner of Shares whose Shares are registered in the name of a Registered Owner; “Board” the board of Directors; – iii – DEFINITIONS “Business