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CK Asset Holdings Limited Proxy Solicitation & Information Statement 2017

Aug 7, 2017

49696_rns_2017-08-07_91d4c56c-8cfd-478b-9c36-8b6ba482fc37.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong 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.

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CHEUNG KONG PROPERTY HOLDINGS LIMITED 長江實業地產有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1113)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Cheung Kong Property Holdings Limited (the “ Company ”) will be held at the Grand Ballroom, 1st Floor, Harbour Grand Kowloon, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on Thursday, 24 August 2017 at 11:30 a.m. (or, in the event that a black rainstorm warning signal or tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 9:00 a.m. on that day, at the same time and place on Friday, 25 August 2017) for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution no. 1 as an ordinary resolution of the Company and resolution no. 2 as a special resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT :

  • (a) the connected transaction that is contemplated among Rich Heights Limited (an indirect wholly-owned subsidiary of the Company), Roaring Victory Limited (an indirect wholly-owned subsidiary of CK Infrastructure Holdings Limited), the Company and CK Infrastructure Holdings Limited pursuant to, or in connection with, the Sale and Purchase Agreement (as defined and described in the circular of the Company dated 8 August 2017 (the “ Circular ”)) (a copy of the Circular marked “ A ” together with a copy of the Sale and Purchase Agreement marked “ B ” have been tabled before the meeting and initialled by the Chairman of the Meeting for the purpose of identification), including, but not limited to, the Shares Transfer (as defined in the Circular) and the Note Assignment (as defined in the Circular) in relation to the Transaction (as defined in the Circular), be and is hereby approved; and

  • (b) the directors of the Company, acting collectively and individually, be and are hereby authorised to take all such steps, do all such acts and things and to sign, execute, seal (where required) and deliver all such documents which he/she may in his/her absolute discretion, consider necessary, appropriate, desirable or expedient in connection with or to implement or give effect to the Sale and Purchase Agreement and all of the transactions contemplated thereunder.”

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SPECIAL RESOLUTION

  1. THAT conditional upon the approval of the proposed new name of the Company by the Registrar of Companies in the Cayman Islands, the English name of the Company be changed to “CK Asset Holdings Limited” from “Cheung Kong Property Holdings Limited” and the Chinese name of the Company be changed to “長江實業集團有限公司” from “長江實業地產 有限公司” (collectively, the “ Change of Company Name ”); and the directors of the Company, acting collectively and individually, be and are hereby authorised to take all such steps, do all such acts and things and to sign, execute, seal (where required) and deliver all such documents which he/she may in his/her absolute discretion, consider necessary, appropriate, desirable or expedient in connection with or to implement or give effect to the Change of Company Name.”

By Order of the Board Eirene Yeung Company Secretary

Hong Kong, 8 August 2017

Notes:

  1. Unless otherwise defined in this notice or the context requires otherwise, terms defined in the Circular shall have the same meanings when used in this notice.

  2. At the Meeting, the Chairman of the Meeting will put the above resolutions to be voted by way of a poll under Article 81 of the Company’s Amended and Restated Articles of Association.

  3. Any member entitled to attend and vote at the Meeting is entitled to appoint more than one proxy in accordance with the relevant provisions of the Amended and Restated Articles of Association of the Company to attend and on a poll, vote in his/her stead. A proxy need not be a member of the Company.

  4. To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited 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 practicable and in any event not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof (as the case may be).

  5. Completion and return of the proxy form will not preclude a member from attending and voting in person at the Meeting or any adjournment thereof (as the case may be) should the member so desires and in such event, the proxy form shall be deemed to be revoked.

  6. For the purpose of determining the entitlement to attend and vote at the Meeting, the Register of Members of the Company will be closed from Monday, 21 August 2017 to Thursday, 24 August 2017 (or Friday, 25 August 2017 in the event that the Meeting is to be held on Friday, 25 August 2017 because of a black rainstorm warning signal or tropical cyclone warning signal no. 8 or above (as detailed in note 7 below)), both days inclusive, during which period no transfer of Shares will be effected. In order to be entitled to attend and vote at the Meeting, all share certificates with completed transfer forms, either overleaf or separately, must be lodged with the Company’s Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Friday, 18 August 2017.

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  1. The Meeting will be held at the Grand Ballroom, 1st Floor, Harbour Grand Kowloon, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on Thursday, 24 August 2017 at 11:30 a.m. as scheduled regardless of whether or not an amber or red rainstorm warning signal or a tropical cyclone warning signal no. 3 or below is in force in Hong Kong at any time on that day.

However, if a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 9:00 a.m. on Thursday, 24 August 2017, the Meeting will not be held on that day but will be automatically postponed and, by virtue of this notice, be held at the same time and place on Friday, 25 August 2017 instead.

Members who have any queries concerning these arrangements, please call the Company at (852) 2128 8888 during business hours from 9:00 a.m. to 5:00 p.m. on Mondays to Fridays, excluding public holidays.

Members should make their own decision as to whether they would attend the Meeting under bad weather conditions at their own risk having regard to their own situation and if they should choose to do so, they are advised to exercise care and caution.

  1. In the case of joint holders of a Share, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such Share as if he/she/it were solely entitled thereto. If more than one of such joint holders are present at the Meeting, the more senior shall alone be entitled to vote in respect of the relevant joint holding. For this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the Register of Members of the Company in respect of the relevant joint holding.

  2. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

The Directors of the Company as at the date of this document are Mr. LI Ka-shing ( Chairman ), Mr. LI Tzar Kuoi, Victor ( Managing Director and Deputy Chairman ), Mr. KAM Hing Lam ( Deputy Managing Director ), Mr. IP Tak Chuen, Edmond ( Deputy Managing Director ), Mr. CHUNG Sun Keung, Davy, Mr. CHIU Kwok Hung, Justin, Mr. CHOW Wai Kam, Ms. PAU Yee Wan, Ezra and Ms. WOO Chia Ching, Grace as Executive Directors; and Mr. CHEONG Ying Chew, Henry, Mr. CHOW Nin Mow, Albert, Ms. HUNG Siu-lin, Katherine, Mr. YEH Yuan Chang, Anthony, Mr. Colin Stevens RUSSEL and Mr. Donald Jeffrey ROBERTS as Independent Non-executive Directors.

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