Power Assets Holdings Limited - Proxy Solicitation & Information Statement 2009

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 for independent advice.

If you have sold or transferred all your shares in Hongkong Electric Holdings Limited , you should at once hand this circular and the enclosed 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.

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 6)

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF THE ENTIRE INTEREST IN A SUBSIDIARY OF CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED AND CONTINUING CONNECTED TRANSACTION

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 6 to 12 of this circular and a letter from the Independent Board Committee is set out on page 13 of this circular.

The text of a letter of advice from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 25 of this circular.

The Resolution will be proposed at the EGM to be held at the Ballroom, 1st Floor, Harbour Plaza Hong Kong, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on Monday, 16th March, 2009 at 10:30 a.m. to approve the matters referred to in this circular.

The notice dated 26th February, 2009 convening the EGM is set out on pages 34 to 35 of this circular.

Whether or not you are able to attend the EGM or any adjourned meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed on it and return it to the registered office of the Company, 44 Kennedy Road, Hong Kong no later than 48 hours before the time for holding the EGM or any adjournment thereof. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish.

26th February, 2009

CONTENT

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Letter from BNP Paribas Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34

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DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“Agreement”

the agreement dated 5th February, 2009 between CKI and the Company in relation to the Transaction

“associate(s)”, “connected have the meanings ascribed to them under the Listing person(s)” and “substantial Rules shareholder(s)”
“Associated Corporations”
has the meaning ascribed to it under Part XV of the SFO
“BNP Paribas Capital”
BNP Paribas Capital (Asia Pacific) Limited, a licensed corporation for Types 1 (dealing in securities) and 6 (advising on corporate finance) regulated activities under the SFO
“Board”

the board of Directors

any day from 9 a.m. to 5 p.m. on which banks are open in Hong Kong for general banking business, other than Saturdays and days on which a Tropical Cyclone Warning No. 8 or above or a “Black Rainstorm Warning Signal” is hoisted in Hong Kong at any time between 9 a.m. and 5 p.m. 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) CKI and its subsidiaries 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: 6)

“Business Day”
“CKI”
“CKI Group” CKI and its subsidiaries
“Company”
“Consideration” the consideration for the Sale Share(s) payable by the Company to CKI pursuant to the Agreement

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DEFINITIONS

“Counter Indemnity”

an indemnity to be provided by the Company to CKI on completion of the Transaction in respect of CKI’s obligations and liabilities under the Zhuhai Power Plant Loans, if any

“Directors”

the directors of the Company

“EGM”
an extraordinary general meeting of the Company to be held for the purpose of approving the Transaction (including the Operation and Management Contract)
“Group” the Company and its subsidiaries
“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“Holdcos”
the intermediate investment holding companies, directly or indirectly wholly-owned by Outram, which hold 45% equity interest in each of the PRC JVs
“Hong Kong”

Hong Kong Special Administrative Region of the PRC

“Independent Board Committee”

an independent committee of the board of directors of the Company, consisting of Mr. Ralph Raymond Shea who has no material interests in the Transaction (including the Operation and Management Contract), formed to advise the Independent Shareholders in respect of the Transaction (including the Operation and Management Contract)

“Independent Financial Adviser”

BNP Paribas Capital, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Transaction

“Independent Shareholders”
the shareholders of the Company other than CKI and its associates
“Joint Announcement”
a joint announcement issued by CKI and the Company dated 5th February, 2009 in relation to the Transaction
“Latest Practicable Date”

20th February, 2009, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

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DEFINITIONS

“Listing Rules”
“Operation and Management Contract”
“Outram”
“PRC”
“PRC Distribution”

The Rules Governing the Listing of Securities on the Stock Exchange

the operation and management contract to be entered into between CKI and Outram on completion of the Transaction, whereby CKI will provide operation and management services to Outram’s power plant investments in the PRC at a fee equivalent to CKI’s costs for provision of such services

Outram Limited, a company limited by shares and incorporated in the British Virgin Islands and is currently an indirect wholly-owned subsidiary of CKI

The People’s Republic of China

means (i) dividends and other distribution of whatsoever nature made by (Guangdong Zhuhai Power Station Company Limited), (Jilin Jichang Cogeneration Company Ltd.), (Jilin Jichang Cogeneration Water Company Ltd.), (Jilin Jichang Energy Company Ltd.), (Jilin Jichang Cogeneration Dust Disposal Company Ltd.), (Jilin Jichang Cogeneration Fuel Company Ltd.), (Jilin Jichang Cogeneration Service Company Ltd.), (Jilin Jichang Power Company Ltd.) and (Jilin Jichang Heat Supply Company Ltd.) directly or indirectly to Outram and/or the Holdcos (without double counting) for the financial year ended 31st December, 2008; and (ii) dividends and other distribution of whatsoever nature made by (Guangdong Zhuhai Jinwan Power Company Limited) directly or indirectly to Outram and/or the Holdcos (without double counting) for the financial year ended 31st December, 2007 and the financial year ended 31st December, 2008, whether or not declared or paid as at the date of the Agreement

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DEFINITIONS

“PRC JVs” the joint venture companies established under the laws of the PRC in which Outram indirectly holds 45% equity interest together with a wholly-owned subsidiary of one of the joint venture companies, namely, (i) (Guangdong Zhuhai Power Station Company Limited); (ii) (Guangdong Zhuhai Jinwan Power Company Limited); (iii) (Jilin Jichang Cogeneration Company Ltd.); (iv) (Jilin Jichang Cogeneration Water Company Ltd.); (v) (Jilin Jichang Energy Company Ltd.); (vi) (Jilin Jichang Cogeneration Dust Disposal Company Ltd.); (vii) (Jilin Jichang Cogeneration Fuel Company Ltd.); (viii) (Jilin Jichang Cogeneration Service Company Ltd.); (ix) (Jilin Jichang Power Company Ltd.); and (x) (Jilin Jichang Heat Supply Company Ltd.) “Resolution” the ordinary resolution to be proposed at the EGM to approve the Transaction (including the Operation and Management Contract)

“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Sale Share(s)” one share or such number of shares of Outram representing its entire issued share capital as at completion of the Transaction
“Shareholders” shareholders of the Company
“Shares” ordinary shares of HK$1 each in the share capital of the Company
“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Transaction” the sale and purchase of the Sale Share(s) and other transactions and matters contemplated under the Agreement (including the transaction under the Operation and Management Contract) “Zhuhai Power Plant” the power plant in Zhuhai owned and operated by (Guangdong Zhuhai Power Station Company Limited), one of the PRC JVs

— 4 —

DEFINITIONS

“Zhuhai Power Plant Loans”

“%”

the loans borrowed by (Guangdong Zhuhai Power Station Company Limited), one of the PRC JVs, for the Zhuhai Power Plant

per cent

— 5 —

LETTER FROM THE BOARD

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Executive Directors: FOK Kin Ning, Canning (Chairman) TSO Kai Sum (Group Managing Director) CHOW WOO Mo Fong, Susan (also alternate to Mr. FOK Kin Ning, Canning and Mr. Frank John SIXT) Andrew John HUNTER KAM Hing Lam LI Tzar Kuoi, Victor Neil Douglas MCGEE Frank John SIXT WAN Chi Tin YUEN Sui See CHAN Loi Shun (alternate to Mr. KAM Hing Lam)

Non-executive Directors: Ronald Joseph ARCULLI LEE Lan Yee, Francis George Colin MAGNUS

Independent Non-executive Directors: Holger KLUGE Ralph Raymond SHEA WONG Chung Hin

26th February, 2009

To the Shareholder(s)

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF THE ENTIRE INTEREST IN A SUBSIDIARY OF CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED AND CONTINUING CONNECTED TRANSACTION

1. INTRODUCTION

The Board announced in the Joint Announcement that on 5th February, 2009 (after trading hours), the Company and CKI had entered into the Agreement pursuant to which CKI agreed to procure the sale of and the Company agreed to purchase or procure its wholly-owned subsidiary to purchase the entire issued share capital of Outram, an indirect wholly-owned subsidiary of CKI, for a consideration of HK$5,680 million. It is also proposed that CKI and Outram will enter into the Operation and Management Contract on completion of the Transaction.

The Transaction constitutes a discloseable transaction under Rule 14.06(2) of the Listing Rules.

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LETTER FROM THE BOARD

CKI currently holds approximately 38.87% of the issued share capital of the Company. By virtue of this shareholding interest, CKI is a substantial shareholder of the Company and is accordingly a connected person of the Company. The Transaction therefore constitutes a connected transaction and the Operation and Management Contract will constitute a continuing connected transaction under the Listing Rules. Completion of the Transaction (which includes the transaction under the Operation and Management Contract) will be subject to, amongst other things, approval by the Independent Shareholders at the EGM. CKI and its associates will abstain from voting at the EGM.

The Independent Board Committee has been formed to advise the Independent Shareholders in respect of the Transaction. The Company has appointed BNP Paribas Capital as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Transaction.

The purpose of this circular is (i) to provide you with further information in respect of the Transaction; and (ii) to set out the opinions and recommendations of the Independent Board Committee and the Independent Financial Adviser in relation to the Transaction.

2. DETAILS OF THE AGREEMENT

Date

5th February, 2009 (after trading hours)

Parties

(1) CKI
(2) The Company

Subject of the Transaction

Pursuant to the Agreement, among other things, CKI agreed to procure the sale of and the Company agreed to purchase or procure its wholly-owned subsidiary to purchase the Sale Share(s) free from all encumbrances and together with all rights attaching thereto on or after the completion of the Transaction.

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LETTER FROM THE BOARD

Consideration

The Consideration shall be HK$5,680 million, to be satisfied on completion of the Transaction in cash in Hong Kong dollars (or, at the Company’s option, to be paid in the United States dollar equivalent thereof). Such consideration has been determined on the basis that Outram will settle all of its liabilities on or before completion of the Transaction.

The Consideration takes into account estimated PRC Distribution in respect of 2007 and/or 2008 (as the case may be) which have not been paid as at the date of the Agreement. It is possible that some PRC Distribution may be paid after the Agreement and some may be paid after the completion of the Transaction. Accordingly, to the extent payment of any dividend or other distribution attributable to the PRC Distribution is made by Outram and/or its subsidiaries directly or indirectly to CKI and/or its subsidiaries (other than Outram and its subsidiaries) after the date of the Agreement but before completion of the Transaction, the Consideration will be reduced by the same amount. In addition, to the extent that the PRC Distribution received by Outram and/or its subsidiaries up to the first anniversary after completion of the Transaction is less than HK$740.4 million, CKI will pay the difference to the Company. To the extent that the PRC Distribution received by Outram and/or its subsidiaries up to the first anniversary of the Transaction exceeds HK$740.4 million, the Company will pay the difference to CKI. The Company will pay to CKI any PRC Distribution in respect of 2007 and/or 2008 (as the case may be) received thereafter.

The Consideration for the Transaction was determined after arm’s length negotiations between the parties on normal commercial terms with reference to market comparables. It will be funded from the Company’s internal resources.

Conditions to the Transaction

Completion of the Transaction is conditional upon:

(i) Shareholders who are qualified to vote at the EGM approving the purchase by the Company or its nominee of the Sale Share(s) from CKI or its nominee as contemplated in the Agreement, and the related transactions and matters contemplated under the Agreement as required under the Listing Rules; and
(ii) receipt of the consent as required under the Zhuhai Power Plant Loans in relation to the sale and purchase of the Sale Share(s) pursuant to the Agreement.

If the above conditions are not satisfied on or before 31st March, 2009 (or such later date as is agreed by the parties to the Agreement), the Agreement shall lapse and the Transaction will not proceed.

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LETTER FROM THE BOARD

Completion of the Transaction

Completion will take place on the 6th Business Day after the fulfilment or wavier of all of the above conditions or such other date as agreed by CKI and the Company.

On completion of the Transaction, the Company will, amongst other things:

(a) provide the Counter Indemnity to CKI relating to certain of CKI’s obligations in respect of the joint venture undertaking of the Zhuhai Power Plant as its foreign party, which obligations are not expected to be material. The Counter Indemnity is necessary as the obligations and liabilities of CKI, if any, under the Zhuhai Power Plant Loans may not be assigned or novated to the Company on completion of the Transaction; and
(b) procure Outram to enter into with CKI the Operation and Management Contract, which commercial terms have been agreed and set out in the Agreement. Pursuant to the Operation and Management Contract, CKI will provide Outram with services in relation to the management and operations of Outram’s power plant investments in the PRC. The Operation and Management Contract will be for an initial term of 3 years, commencing on completion of the Transaction. The term may, at the Company’s option, be renewed for further term(s) of 3 years each on the same terms subject to compliance with any relevant requirements under the Listing Rules. The fees for the services provided under the Operation and Management Contract will be equivalent to CKI’s costs for provision of such services. The maximum aggregate annual fees for the services are HK$35 million, which have been determined by reference to estimates of CKI’s actual costs (management, operation and other supporting staff), administrative expenses and out of pocket disbursements necessary to provide the services with an appropriate margin catering for costs inflation and are consistent with the historical actual costs for such services to CKI. The fees will be paid in cash on a monthly basis. Outram’s entry into the Operation and Management Contract is conditional upon completion of the Transaction.

3. INFORMATION ON OUTRAM

Outram is a company limited by shares and incorporated in the British Virgin Islands. Outram is currently an indirect wholly-owned subsidiary of CKI and is used as the holding vehicle for CKI in respect of the 45% equity interests in each of the PRC JVs which own and operate two power plants in Zhuhai city in the Guangdong province, PRC and a power plant in Siping city in the Jilin province, PRC.

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LETTER FROM THE BOARD

Based on the unaudited consolidated accounts of Outram, the total asset value of Outram as at 31st December, 2008 was approximately HK$3,220 million. The unaudited net profits before taxation and extraordinary items of Outram for the two financial years ended 31st December, 2007 and 31st December, 2008 were approximately HK$677 million and approximately HK$1,127 million respectively. The unaudited net profits after taxation and extraordinary items of Outram for the two financial years ended 31st December, 2007 and 31st December, 2008 were approximately HK$677 million and approximately HK$1,127 million respectively. The above accounts were prepared in accordance with Hong Kong Financial Reporting Standards.

Outram will be a direct or an indirect wholly-owned subsidiary of the Company upon completion of the Transaction.

4. INFORMATION ON THE CKI GROUP

CKI is a diversified infrastructure investment company and the principal activities of the CKI Group are development, investment and operation of infrastructure businesses in Hong Kong, the Mainland, Australia, New Zealand, the United Kingdom, Canada and the Philippines.

5. INFORMATION ON THE GROUP

The principal business of the Group is the generation of electricity and its transmission and distribution to Hong Kong Island and Lamma Island. The Company is also a joint partner with CKI in several power-related businesses in Australia, New Zealand and Canada and a gas distribution network business in the United Kingdom.

6. REASONS FOR AND BENEFITS OF THE TRANSACTION

The Transaction reflects the Company’s strategy of investing in infrastructure projects outside Hong Kong and provides the Company with an opportunity to make a strategic entry into the power plant business in the PRC at a secure and attractive rate of return.

Outram will be a direct or an indirect wholly-owned subsidiary of the Company upon the completion of the Transaction. On completion of the Transaction, Outram will enter into the Operation and Management Contract with CKI. The Directors consider that CKI’s experience and relationship with the parties holding the other 55% equity interest in the PRC JVs in the management of the PRC JVs will contribute to the continued smooth operation of the power plants owned by the PRC JVs.

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LETTER FROM THE BOARD

7. LISTING RULES IMPLICATIONS

The Transaction constitutes a discloseable transaction for the Company under Rule 14.06(2) of the Listing Rules.

Any connected person with a material interest in the Transaction, and any other Shareholders and their respective associates with a material interest in the Transaction, shall abstain from voting in respect of the Resolution.

CKI and its associates will abstain from voting at the EGM. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, as at the Latest Practicable Date, CKI and its associates are entitled to exercise control over the voting rights in respect of their respective Shares.

8. RECOMMENDATIONS

The Directors consider that the terms of the Agreement and the Operation and Management Contract are normal commercial terms, and are fair and reasonable and in the interests of the Company and its shareholders as a whole.

Accordingly, the Directors recommend the Shareholders to vote in favour of the Resolution, which will be proposed as an ordinary resolution at the EGM.

The Independent Board Committee is required under the Listing Rules to advise the Independent Shareholders in relation to the Transaction. Since Mr. Wong Chung Hin and Mr. Holger Kluge, two of the three independent non-executive Directors, are also independent non-executive directors of Hutchison Whampoa Limited of which CKI is a subsidiary, they will not be appointed as members of the Independent Board Committee. As a result, only Mr. Ralph Raymond Shea has been appointed to and constitutes the Independent Board Committee to advise the Independent Shareholders in respect of the Transaction. BNP Paribas Capital has been appointed as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in this regard. Accordingly, your attention is drawn to the letter from the Independent Board Committee set out on page 13 of this circular, which contains its recommendation to the Independent Shareholders, and the text of a letter of advice from BNP Paribas Capital set out on pages 14 to 25 of this circular, which contains its advice to the Independent Board Committee and the Independent Shareholders.

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LETTER FROM THE BOARD

9. EXTRAORDINARY GENERAL MEETING

Set out on pages 34 to 35 is a notice convening the EGM to be held at the Ballroom, 1st Floor, Harbour Plaza Hong Kong, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on Monday, 16th March, 2009 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the Resolution.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM or any adjourned meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed on it and return it to the registered office of the Company, 44 Kennedy Road, Hong Kong no later than 48 hours before the time for holding the EGM or any adjournment thereof. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish.

10. FURTHER INFORMATION

Your attention is drawn to the additional information set out in the appendix to this circular.

By Order of the Board Hongkong Electric Holdings Limited Fok Kin Ning, Canning Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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26th February, 2009

To the Independent Shareholder(s)

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF THE ENTIRE INTEREST IN A SUBSIDIARY OF CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED AND CONTINUING CONNECTED TRANSACTION

I refer to the circular of which this letter forms part. Terms defined in the circular shall have the same meanings when used herein unless the context otherwise requires.

The Independent Board Committee has been formed to advise the Independent Shareholders as to whether, in its opinion, the terms of the Transaction (which includes the transaction under the Operation and Management Contract) are fair and reasonable and the Transaction is in the interests of the Company and the Shareholders as a whole. BNP Paribas Capital has been appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Transaction.

I wish to draw your attention to the letter from the Board, as set out on pages 6 to 12 of this circular and the text of a letter of advice from BNP Paribas Capital, as set out on pages 14 to 25 of this circular, both of which provide details of the Transaction.

Having considered the terms of the Agreement, the advice of BNP Paribas Capital and the relevant information contained in the letter from the Board, I am of the opinion that the terms of the Transaction are fair and reasonable so far as the Independent Shareholders are concerned and that the Transaction is in the interests of the Company and the Shareholders as a whole.

Accordingly, I recommend the Independent Shareholders to vote in favour of the Resolution, which will be proposed as an ordinary resolution at the EGM.

Yours faithfully, Independent Board Committee of Hongkong Electric Holdings Limited Ralph Raymond Shea

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LETTER FROM BNP PARIBAS CAPITAL

The following is the text of the letter prepared by BNP Paribas Capital setting out its advice to the Independent Board Committee and the Independent Shareholders in respect of the Transaction for inclusion in this circular.

BNP Paribas Capital (Asia Pacific) Limited

59/F – 63/F Two International Finance Centre,

8 Finance Street, Central, Hong Kong

26th February, 2009

To the Independent Board Committee and Independent Shareholders

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF THE ENTIRE INTEREST IN A SUBSIDIARY OF CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Transaction, details of which are set out in the Letter from the Board contained in the circular of the Company dated 26th February, 2009 (the “Circular”), of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein, unless the context otherwise requires.

On 5th February, 2009 (after trading hours), CKI and the Company entered into the Agreement, pursuant to which, among other things, CKI agreed to procure the sale of and the Company agreed to purchase or procure its wholly-owned subsidiary to purchase the Sale Share(s) free from all encumbrances and together with all rights attaching thereto on or after the completion of the Transaction. It is also proposed that CKI and Outram will enter into the Operation and Management Contract on completion of the Agreement.

As of the Latest Practicable Date, CKI holds approximately 38.87% of the issued share capital of the Company. By virtue of this shareholding interest, CKI is a substantial shareholder of the Company and is accordingly a connected person of the Company. The Transaction therefore constitutes a connected transaction for the Company under the Listing Rules. The Transaction (which includes the transaction under the Operation and Management Contract) is conditional upon approval by the Independent Shareholders at the EGM. The Transaction also constitutes a discloseable transaction for the Company under Rule 14.06(2) of the Listing Rules. CKI and its associates will abstain from voting at the EGM. Any vote of the Independent Shareholders at the EGM shall be taken by poll.

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LETTER FROM BNP PARIBAS CAPITAL

The Independent Board Committee has been established to advise the Independent Shareholders in respect of the Transaction. Our role is to advise the Independent Board Committee and the Independent Shareholders in respect of the Transaction.

We are a licensed corporation holding a license to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO. We shall receive a fee from the Company for the delivery of this letter in accordance with the terms of our engagement. The Company has also agreed to indemnify us and certain related persons against certain liabilities and expenses in connection with this engagement.

Apart from the professional fees for our services to the Company as described above, no separate arrangement exists whereby we shall receive any fees or benefits from the Company, its subsidiaries or associates. As at 18th February, 2009, BNP Paribas S.A., our parent company, beneficially owns the following interests:

(i) 468,006 Shares, representing approximately 0.02% of the issued share capital of the Company;
(ii) 1,133,216 shares of CKI (stock code: 1038), representing approximately 0.05% of the issued share capital of CKI;
(iii) 233,536 shares of Hutchison Whampoa Limited (stock code: 0013) (“Hutchison Whampoa”), representing approximately 0.01% of the issued share capital of Hutchison Whampoa; and
(iv) 3,250,917 shares of Cheung Kong (Holdings) Limited (stock code: 0001) (“Cheung Kong”), representing approximately 0.14% of the issued share capital of Cheung Kong.

As at 18th February, 2009, BNP Paribas Capital and its holding company, controlling shareholder, fellow subsidiaries and associates (collectively referred to as the “BNP Paribas Group”) provided certain banking facilities to certain group companies of the Company, CKI, Hutchison Whampoa and Cheung Kong.

Cheung Kong currently holds approximately 49.97% of the issued share capital of Hutchison Whampoa which in turn holds approximately 84.58% of the issued share capital of CKI. In addition, CKI holds approximately 38.87% of the issued share capital of the Company.

We do not consider these shareholding interests and banking facilities would affect the objectivity of our advice, given the fact that (i) the interests so held by BNP Paribas S.A. in the Company are immaterial and are no different from that of the Independent Shareholders; (ii) the respective interests so held by BNP Paribas S.A. in CKI, Hutchison Whampoa and Cheung Kong are, in each case, immaterial; and (iii) the banking facilities provided by BNP Paribas Group to them are immaterial to its total assets.

We consider ourselves suitable to give independent financial advice to the Independent Board Committee and the Independent Shareholders in respect of the Transaction.

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LETTER FROM BNP PARIBAS CAPITAL

In preparing this letter and in giving any opinion or advice, we have only had regard to the Transaction in isolation, and not in connection with any business plan or strategy, past, present or future with regard to the Company or the Group as a whole, nor have we viewed the Transaction as part of a series of other transactions or arrangements. We express no opinion as to whether the Transaction will be completed nor whether it will be successful.

In arriving at our advice, we have also relied on the statements, information and facts supplied, the opinions expressed and the representations made by the Directors and management of the Company including those set out in the Circular and assumed that all statements, intentions, assumptions described in the Circular, opinions and representations made, for which the Company and its Directors are solely and wholly responsible, were true, complete and accurate at the time they were made and continue to be so in all material respects up to and as at the Latest Practicable Date and that they may be relied upon.

We have further assumed that all government, regulatory or other consents and approvals necessary, if any, for the effectiveness and implementation of the Transaction has been or will be obtained without any adverse effect on the contemplated benefits to the Company. We have been advised by the Directors that to the best of their information, knowledge and belief having made reasonable enquiries all material information and facts necessary for the purposes of BNP Paribas Capital carrying out the work have been provided. We have no reason to believe that any material information has been withheld, or to doubt the truth or accuracy of the information provided. We have also sought and received confirmation from the Directors that representations and opinions expressed in the information given have been provided after due and careful consideration.

We have reviewed, inter alia, the information prepared by the Company relating to the Transaction. We have assumed that the Agreement and the Operation and Management Contract are enforceable against each of the parties thereto in accordance with its terms and that each of the parties will perform and will be able to perform their respective obligations thereunder. We have also assumed that all statements of intention of the management or the Directors, as set forth in the Circular, will be implemented and that all of the expectations of the Directors can be met. We have also relied on certain information available to the public (such as the relevant published documents of the Company and CKI) and we have assumed such information to be accurate and reliable. We consider that we have received and reviewed sufficient information to enable us to form a reasonable basis for our opinion. We have not carried out any independent verification of such information, or conducted an independent investigation into the business and affairs of the Company or Outram or the underlying assets of Outram, or conducted any valuation or appraisal of any assets or liabilities, or conducted any form of investigation into the commercial viability of the future prospects of the Group or of Outram or of its underlying assets, or of the financial conditions or future prospects of any other parties.

Our opinion is necessarily based upon market, economic and other conditions as they existed and could be evaluated on, and on the information publicly available to us as of the Latest Practicable Date. We have no obligation to update this opinion to take into account events occurring after this opinion is delivered to the Independent Board Committee and the

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LETTER FROM BNP PARIBAS CAPITAL

Independent Shareholders. It should be understood that subsequent developments or changes could occur that, if known at the time we rendered our opinion, would have affected or altered our opinion. We assume no responsibility or liability under such circumstances.

PRINCIPAL FACTORS AND REASONS

In formulating our view, we have taken into consideration the principal factors and reasons set out below. In reaching our conclusions, we have considered the results of the analyses in light of each other and ultimately reached an opinion based on the results of all analyses taken as a whole.

Background of the Transaction

Outram is currently an indirect wholly-owned subsidiary of CKI and is used as the holding vehicle for CKI in respect of the 45% equity interests in each of the PRC JVs which own and operate the Zhuhai Power Plant and a power plant in Zhuhai city (“Jinwan Power Plant”) in the Guangdong province, PRC and the power plant in Siping city in the Jilin province, PRC (“Siping Power Plant”) (collectively referred to as the “Power Generation Assets”). Particulars of the Power Generation Assets are set out in the following table:

Province Zhuhai Power Plant Guangdong Jinwan Power Plant Guangdong Siping Power Plant Jilin Total	Capacity Stake (MW) 1,400 45% 1,200 45% 200 45% 2,800	Attributable capacity (MW) 630 540 90
		1,260

Reasons for the Transaction

The principal activity of the Group is the generation of electricity and its transmission and distribution to Hong Kong Island and Lamma Island. It is stated in the Letter from the Board that the Transaction reflects the Company’s strategy of investing in infrastructure projects outside Hong Kong and provides the Company with an opportunity to make a strategic entry into the power plant business in the PRC at a secure and attractive rate of return.

In this relation, we note that the Power Generation Assets which is located in the PRC is a sizable portfolio of power generation assets having an attributable generation capacity of 1,260 MW. The Transaction will permit the Company to invest in the PRC in a significant manner through one investment.

Further, Zhuhai Power Plant and Jinwan Power Plant, which constitute more than 90% of the capacity of the Power Generation Assets are located in the Guangdong province. The Transaction therefore allows the Company to acquire power generating assets that are strategically located in Guangdong province adjacent to Hong Kong. According to the China

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LETTER FROM BNP PARIBAS CAPITAL

Statistical Yearbook 2008, among the provinces in the PRC, Guangdong province had highest electricity consumption in the five years from 2003 to 2007. While electricity demand in Guangdong province may be negatively impacted by the current global economic condition, Guangdong is expected to remain one of the important areas for economic activities in the PRC. We also note that both Zhuhai Power Plant and Siping Power Plant are under minimum offtake arrangements and Zhuhai Power Plant is under a tariff adjustment mechanism for fuel and operating costs pass through. These arrangements should enable the Power Generation Assets to provide cashflow contribution to the Company.

Principal terms and conditions of the Agreement

Completion of the Agreement is conditional upon the Shareholders who are qualified to vote at the EGM approving the purchase by the Company or its nominee of the Sale Share(s) from CKI or its nominee as contemplated in the Agreement, and the related transactions and matters contemplated under the Agreement as required under the Listing Rules; and receipt of the consent as required under the Zhuhai Power Plant Loans in relation to the sale and purchase of the Sale Share(s) pursuant to the Agreement. If the above conditions are not satisfied on or before 31st March, 2009 (or such later date as is agreed by the parties to the Agreement), the Agreement shall lapse and the Transaction will not proceed.

Completion of the Agreement shall take place on the 6th Business Day after the fulfilment or wavier of all of the above conditions or such other date as agreed by CKI and the Company. On completion, the Company will, amongst other things provide the Counter Indemnity to CKI; and procure Outram to enter into with CKI the Operation and Management Contract.

As stated in the Letter from the Board, the Counter Indemnity to CKI relates to certain of CKI’s obligations in respect of the joint venture undertaking of the Zhuhai Power Plant as its foreign party, which obligations are not expected to be material. The Counter Indemnity is necessary as the obligations and liabilities of CKI, if any, under the Zhuhai Power Plant Loans may not be assigned or novated to the Company on completion.

As detailed in the Letter from the Board, commercial terms of the Operation and Management Contract have been agreed and set out in the Agreement. Pursuant to the Operation and Management Contract, CKI will provide Outram with services in relation to the management and operations of Outram’s power plant investments in the PRC. The Operation and Management Contract will be for an initial term of 3 years, commencing on completion of the Transaction. The term may, at the Company’s option, be renewed for further term(s) of 3 years each on the same terms subject to compliance with any relevant requirements under the Listing Rules. The fees for the services provided under the Operation and Management Contract will be equivalent to CKI’s costs for provision of such services. The maximum aggregate annual fees for the services are HK$35 million, which have been determined by reference to estimates of CKI’s actual costs (management, operation and other

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LETTER FROM BNP PARIBAS CAPITAL

supporting staff), administrative expenses and out of pocket disbursements necessary to provide the services with an appropriate margin catering for costs inflation and are consistent with the historical actual costs for such services to CKI. The fees will be paid in cash on a monthly basis.

Basis of the consideration of the Sale Share(s)

The consideration of the Sale Share(s) shall be HK$5,680 million which will be satisfied by cash in Hong Kong dollars (or, at the Company’s option, to be paid in the United States dollar equivalent thereof) on completion. The consideration of the Sale Share(s) has been determined on the basis that Outram will settle all of its liabilities on or before completion of the Transaction. In addition, the consideration of the Sale Share(s) takes into account estimated PRC Distribution in respect of 2007 and/or 2008 (as the case may be) which have not been paid as at the date of the Agreement. It is possible that some PRC Distribution may be paid after the date of the Agreement and some may be paid after the completion date of the Agreement. Accordingly, to the extent payment of any dividend or other distribution attributable to the PRC Distribution is made by Outram and/or its subsidiaries directly or indirectly to CKI and/or its subsidiaries (other than Outram and its subsidiaries) after the date of the Agreement but before completion date of the Agreement, the consideration of the Sale Share(s) will be reduced by the same amount. In addition, to the extent that the PRC Distribution received by Outram and/or its subsidiaries up to the first anniversary after the completion date of the Agreement is less than HK$740.4 million, CKI will pay the difference to the Company. To the extent that PRC Distribution received by Outram and/or its subsidiaries up to the first anniversary of the Transaction exceeds HK$740.4 million, the Company will pay the difference to CKI. The Company will pay to CKI any PRC Distribution in respect of 2007 and/or 2008 (as the case may be) received thereafter.

As stated in the Letter from the Board, the Directors consider that the consideration of the Sale Share(s) was determined after arm’s length negotiations between the parties and on normal commercial terms with reference to market comparables. The Directors also consider that the terms of the Agreement are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

Analysis on the consideration of the Sale Share(s)

To complete our opinion, we have conducted (i) a comparable company trading analysis, and (ii) a comparable precedent transaction analysis on the consideration of the Sale Share(s). It should be noted however that when considering such analyses (i) the businesses, operations and prospects of Outram are not entirely the same as the Comparable Companies (as defined below); and (ii) that the financial statements of the Comparable Companies were prepared in accordance with their respective generally accepted accounting principles which may differ from those of Outram.

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LETTER FROM BNP PARIBAS CAPITAL

In conducting the comparable company analysis, we view China Power International Development Limited (stock code: 2380) (“China Power”), Datang International Power Generation Company Limited (stock code: 991) (“Datang”), Huadian Power International Corporation Limited (stock code: 1071) (“Huadian”), Huaneng Power International Inc. (stock code: 902) (“Huaneng”) and China Resources Power Holding Company Limited (stock code: 836) (“CR Power”) as the broadly comparable companies (“Comparable Companies”) to the underlying assets of Outram on the basis that they are all sizable power generation companies in the PRC and are listed on the Stock Exchange. The Comparable Companies share similar business characteristics and are regulated under similar regimes.

Amongst various ratios analyses, we consider that the analyses of (i) an enterprise value (“EV”) to earnings before interest, tax, depreciation and amortization (“EBITDA”) multiple; and (ii) EV to attributable generation capacity in megawatt (“MW”), are the most important and appropriate valuation benchmarks.

EV is a measure reflecting the market value of the whole business, which is equal to the sum of consideration paid in the transaction (or as the case may be, the total market capitalization) and the proportional net debt of the relevant coal-fired power plants.

EBITDA is used to analyze a company’s operating profitability before non-operating expenses (such as interest and other non-core expenses) and non-cash charges (depreciation and amortization). EV to EBITDA multiple allows fair comparison of comparable companies with different capital structures. It serves as a proxy for how long it would take for an acquisition to earn enough to pay off its costs (assuming no change in EBITDA).

MW is the additional generation capacity attributable to the purchaser as a result of the relevant transaction. By analyzing EV to MW multiple, we are able to compare the market value of the whole business for each unit of generation capacity. It, however, does not take into consideration the generation efficiency or the earnings capability of the underlying assets / contracts.

A relatively low EV to EBITDA multiple implies that it would take shorter period of time to earn to sufficiently pay off its costs (assuming no change in EBITDA). Similarly, a lower EV to MW multiple implies a lower amount to be paid is required for each unit of generation capacity.

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LETTER FROM BNP PARIBAS CAPITAL

Comparable company trading analysis

Set out below are the (i) EV to EBITDA multiples and (ii) EV to MW multiples of the Comparable Companies.

				EV	to MW	to MW	as at
		EV	to EBITDA		the Latest
		as at the Latest		Practicable Date
Company name	Stock code	Practicable Date				(Note)
			(times)	_(RMB _		million)
Datang	991		13.2				7.3
Huaneng	902		12.5				5.0
Huadian	1071		7.2				4.6
CR Power	836		15.5				6.2
China Power	2380		13.5				1.6
*Average*			*12.4*				*4.9*
Maximum			15.5				7.3
Minimum			7.2				1.6
Outram			7.1				4.0

Sources: Bloomberg, the published documents of the relevant companies and the information provided by the Company

Note: Converted to RMB million at an exchange rate of RMB0.8814 to HK$1.0000

Taking the consideration of the Sale Share(s) of HK$5,680 million as the EV and, based on the unaudited consolidated management accounts of Outram for the year ended 31st December, 2008, the adjusted EBITDA is approximately HK$799.0 million (after deducting (i) the interest income of approximately HK$0.1 million; (ii) one off changes in returns from infrastructure project investment of approximately HK$215.8 million; and (iii) gain on disposal of subsidiaries of approximately HK$111.8 million, from the unaudited net profits for the year of approximately HK$1,126.7 million). On the basis of the consideration of the Sale Share(s) of HK$5,680 million (or equivalent to approximately RMB5,006.4 million) and attributable generation capacity of 1,260 MW, the implied EV to EBITDA multiple and EV to MW multiple of Outram are approximately 7.1 times and approximately HK$4.5 million (or equivalent to approximately RMB4.0 million) respectively. Both the implied EV to EBITDA multiple and EV to MW multiple of Outram are lower than the average of the corresponding multiples of the Comparable Companies. It should be noted that the prevailing traded share price of each individual company is generally an indication of the market’s sentiment towards that particular company without reflecting the premium required in acquiring a controlling stake of that particular company.

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LETTER FROM BNP PARIBAS CAPITAL

Comparable precedent transaction analysis

The precedent transactions that we consider are broadly comparable to the underlying assets of Outram related to completed acquisitions of profit making coal-fired and thermal power plants or formation of joint venture purely for coal-fired and thermal power plants by the Comparable Companies. We have focused on precedent transactions that have reliable transaction information available in the public domain from 1st January, 2007 up to and including the Latest Practicable Date. Given that publicly available disclosures in relation to the following transactions did not contain all necessary information for us to compute the respective EV to EBITDA multiple, we have therefore alternatively used the price earnings multiple (“P/E multiple”) for comparison purpose. Comparable precedent transaction analysis must be viewed in the context of factors that include market dynamics, competitive differences and significance of stake acquired.

The P/E multiple depicted below is equal to the total investment or consideration, as the case may be, divided by the profit after tax of the acquired company or the coal-fired power plant assets, as the case may be, at the time of the transaction. The higher the P/E multiple, the more the market is willing to pay for each dollar of annual earnings, ignoring the time value of money.

Set out below are the (i) P/E multiples; and (ii) EV to MW multiples of the comparable precedent transactions.

					Profit
Company		Date of		Equity	after tax	Total		Installed	Attributable	P/E
name	Stock code	announcement	Descriptions	interest	(Note 2)	investment	Consideration	capacity	capacity	multiple	EV to MW
					(RMB	(RMB	(RMB				(RMB
				(%)	million)	million)	million)	(MW)	(MW)	(times)	million)
Datang	991	10th January,	Establishment	40.0	N/A	10,193.5	N/A	2,400.0	960.0	N/A	4.2
		2007	of power
			plant
Datang	991	30th March,	Acquisition of	55.0	195.1	N/A	1,820.0	1,200.0	660.0	9.3	2.8
		2007	equity
			interest in
			power plant
Datang	991	27th August,	Establishment	60.0	N/A	8,000.0	N/A	2,000.0	1,200.0	N/A	4.0
		2007	of power
			plant
Datang	991	27th August,	Establishment	Controlling	N/A	6,950.0	N/A	2,000.0	N/A	N/A	3.5
		2007	of power	interest
			plant
Datang	991	26th August,	Establishment	84.0	N/A	2,576.2	N/A	600.0	504.0	N/A	4.3
		2008	of power
			plant
Datang	991	26th August,	Establishment	100.0	N/A	2,980.0	N/A	600.0	600.0	N/A	5.0
		2008	of power
			plant
Datang	991	4th August,	Establishment	100.0	N/A	2,900.7	N/A	600.0	600.0	N/A	4.8
		2008	of power
			plant
CR Power	836	30th May,	Acquisition of	45.0	109.3	N/A	1,806.0	1,200.0	540.0	16.5	3.3
		2007	equity
			interest in
			power plant

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LETTER FROM BNP PARIBAS CAPITAL

					Profit
Company		Date of		Equity	after tax	Total		Installed	Attributable	P/E
name	Stock code	announcement	Descriptions	interest	(Note 2)	investment	Consideration	capacity	capacity	multiple	EV to MW
					(RMB	(RMB	(RMB				(RMB
				(%)	million)	million)	million)	(MW)	(MW)	(times)	million)
CR Power	836	23rd	Acquisition of	67.0	90.6	N/A	949.0	660.0	442.2	10.5	2.1
		November,	equity
		2007	interest in
			power plant
CR Power	836	18th March,	Acquisition of	54.1	181.4	N/A	1,118.1	600.0	324.7	6.2	3.4
		2008	equity
			interest in
			power plant
CR Power	836	20th May,	Acquisition of	100.0	184.2	N/A	2,513.0	6,455.0	2,805.4	13.6	0.9
		2008	equity	(Note 3)			(Note 3)	(Note 3)
			interest in
			power plant
Huadian	1071	24th August,	Establishment	69.0	N/A	8,500.0	N/A	2,000.0	1,380.0	N/A	4.3
		2007	of power
			plant
Huaneng	902	12th	Acquisition of	10.0	37.6	N/A	67.4	220.0	22.0	1.8	3.1
		December,	equity
		2008	interest in
			power plant
Huaneng	902	11th February,	Establishment	100.0	N/A	3,320.0	N/A	600.0	600.0	N/A	5.5
		2009	of power
			plant
*Average*										*9.7*	*3.7*
Maximum										16.5	5.5
Minimum										1.8	0.9
Outram										7.1	4.0
											(Note 4)

Sources: The published documents of the relevant companies, the information provided by the Company and the Stock Exchange Note 1: “N/A” denotes that there is no public information regarding the respective company Note 2: Represents the latest available “Profit after tax” as disclosed in the companies’ published documents Note 3: Represents the acquisition of the entire equity interest of China Resources Power (Jiangsu) Investment Company Limited which in turn holding partial equity interest of 20% to 70% in various power plants Note 4: Converted to RMB million at an exchange rate of RMB0.8814 to HK$1.0000

On the basis of the consideration of the Sale Share(s) of HK$5,680 million (or equivalent to approximately RMB5,006.4 million) and the adjusted profit for the year of approximately HK$799.1 million (after deducting (i) the gain on disposal of subsidiaries of approximately HK$111.8 million; and (ii) the one off changes in returns from infrastructure project investment of approximately HK$215.8 million, from the profit for the year of approximately HK$1,126.7 million), the implied P/E multiple for Outram of approximately 7.1 times is lower than the average of the comparable precedent transactions, while the EV to MW multiple of Outram of approximately HK$4.5 million (or equivalent to approximately RMB4.0 million) is within the range of the comparable precedent transactions.

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LETTER FROM BNP PARIBAS CAPITAL

We have also looked at the EV to EBITDA and P/E multiple of the Company. As at the Latest Practicable Date, the closing price of the Shares in the Company was HK$45.75, translating into an EV to EBITDA and P/E multiple of 10.5 and 13.1 times respectively. The implied EV to EBITDA and P/E multiple of Outram of approximately 7.1 and 7.1 times represents a discount of approximately 32.4% and 45.8% to those of the Company.

Taking into account the above factors, we consider the consideration of the Sale Share(s) of HK$5,680 million to be fair and reasonable.

Operation and Management Contract

Outram will enter into the Operation and Management Contract with CKI on and conditional upon completion of the Agreement. It is stated in the Letter from the Board that CKI’s experience and relationship with the parties holding the other 55% equity interest in the PRC JVs in the management of the PRC JVs will contribute to the continued smooth operation of the power plants owned by the PRC JVs.

It is noted that the entering into of the Operation and Management Contract is part of the Transaction. It is also noted that the actual fee payable to CKI will be equivalent to CKI’s actual costs for provision of such services and the cap of HK$35 million is determined with reference to estimates of CKI’s actual costs, administrative expenses and out of pocket disbursements necessary to provide the services with an appropriate margin catering for costs inflation and are consistent with the historical actual costs for such services to CKI.

FINANCIAL EFFECTS

Upon completion of the Agreement, Outram will become a wholly-owned subsidiary of the Company and its financial results will be consolidated into the financial statements of the Company. Based on unaudited consolidated accounts of Outram for the two years ended 31st December, 2008, the profit for the year were approximately HK$677 million and approximately HK$1,127 million, respectively, whereas the Group’s profit for the year ended 31st December, 2007 were approximately HK$7,448 million.

As set out in the Letter from the Board, the consideration of the Sale Share(s) of HK$5,680 million shall be paid out of the internal resources of the Group. Based on the unaudited accounts of the Group for the six months ended 30th June, 2008, the bank deposits and cash balance of the Group amounted to approximately HK$12,790 million, the current portion of bank loans and other borrowings amounted to HK$2,845 million and the interest-bearing borrowings amounted to approximately HK$11,544 million. On the basis that the Counter Indemnity is not expected to be material, the contingent liability arising from the Transaction would be immaterial.

We note that the net current assets amounted to approximately HK$10,963 million as at 30th June, 2008. We also note that the Group has been continuously generating net operating cash inflow from its ordinary business and recorded positive net operating cashflows of approximately HK$8,662 million for the year ended 31st December, 2007. Based on the

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LETTER FROM BNP PARIBAS CAPITAL

unaudited consolidated accounts for the year ended 31st December, 2008, Outram has a positive net operating cash inflow of approximately HK$662 million for the year ended 31st December, 2008.

Based on the above, it is not expected that completion of the Agreement would have any material adverse impact on the Group’s liquidity position.

CONCLUSION

Having considered the above principal reasons and factors, we are of the view that the Transaction is on normal commercial terms, in the ordinary and usual course of business, fair and reasonable and in the interests of the Company and its Shareholders as a whole. Accordingly, we would advise the Independent Board Committee to recommend the Independent Shareholders to and also recommend the Independent Shareholders to vote in favour of the Transaction.

Yours faithfully, For and on behalf of

BNP Paribas Capital (Asia Pacific) Limited Isadora Li

Head of Investment Banking, North Asia

— 25 —

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

The issue of this circular has been approved by the Directors.

2. DISCLOSURE OF DIRECTORS’ INTERESTS

As at the Latest Practicable Date, the interests of the Directors in the issued share capital of the Company and its Associated Corporations as recorded in the register required to be kept under Section 352 of the SFO were as follows:

Long Positions in Shares of the Company

					Approximate
		Nature of	Number of		% of
Name of Director	Capacity	Interests	Shares Held	Total	Shareholding
Francis Lee Lan-yee	Beneficial owner	Personal	739	739	�0%
Yuen Sui See	Beneficial owner	Personal	1,500	1,500	�0%
Ronald Joseph Arculli	Interest of controlled	Corporate	2,011	2,011	�0%
	corporation
Victor Li Tzar-kuoi	Interest of child or	Family	151,000
	spouse
				829,750,612	�38.87%
	Beneficiary of trusts	Other	829,599,612
			(Notes 1 and 2)

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GENERAL INFORMATION

APPENDIX

Notes:

(1) These shares are held by subsidiaries of CKI.

The discretionary beneficiaries of each of The Li Ka-Shing Unity Discretionary Trust (“DT1”) and another discretionary trust (“DT2”) are, inter alia, Mr. Victor Li Tzar-kuoi, his wife and children, and Mr. Richard Li Tzar-kai. Each of Li Ka-Shing Unity Trustee Corporation Limited (“TDT1”, which is the trustee of DT1) and Li Ka-Shing Unity Trustcorp Limited (“TDT2”, which is the trustee of DT2) holds units in The Li Ka-Shing Unity Trust (“UT1”) but is not entitled to any interest or share in any particular property comprising the trust assets of the said unit trust. Li Ka-Shing Unity Trustee Company Limited (“TUT1”) as trustee of UT1 and its related companies in which TUT1 as trustee of UT1 is entitled to exercise or control the exercise of one-third or more of the voting power at their general meetings (“TUT1 related companies”) hold more than one-third of the issued share capital of Cheung Kong (Holdings) Limited (“CKH”). Certain subsidiaries of CKH in turn together hold more than one-third of the issued share capital of Hutchison Whampoa Limited (“HWL”). A subsidiary of HWL in turn holds more than one-third of the issued share capital of CKI.

The entire issued share capital of TUT1 and of the trustees of DT1 and DT2 are owned by Li Ka-Shing Unity Holdings Limited (“Unity Holdco”). Each of Mr. Li Ka-shing, Mr. Victor Li Tzar-kuoi and Mr. Richard Li Tzar-kai is interested in one-third of the entire issued share capital of Unity Holdco. TUT1 is only interested in the shares of CKH by reason only of its obligation and power to hold interests in those shares in its ordinary course of business as trustee and, when performing its functions as trustee, exercises its power to hold interests in the shares of CKH independently without any reference to Unity Holdco or any of Mr. Li Ka-shing, Mr. Victor Li Tzar-kuoi and Mr. Richard Li Tzar-kai as a holder of the shares of Unity Holdco as aforesaid.

By virtue of the above and as a discretionary beneficiary of each of DT1 and DT2 and as a Director of CKH, Mr. Victor Li Tzar-kuoi is taken to have a duty of disclosure in relation to the shares of CKH held by TUT1 as trustee of UT1 and TUT1 related companies, the shares of HWL held by the subsidiaries of CKH, the shares of CKI held by the subsidiary of HWL and the shares of the Company held by the subsidiaries of CKI under the SFO as a Director of the Company. Although Mr. Richard Li Tzar-kai is interested in one-third of the entire issued share capital of Unity Holdco and is a discretionary beneficiary of each of DT1 and DT2, he is not a director of CKH and has no duty of disclosure in relation to the shares of CKH held by TUT1 as trustee of UT1 and TUT1 related companies under the SFO.

(2) Mr. Victor Li Tzar-kuoi, by virtue of his interests as described in Note (1) above and as a Director of the Company, is also deemed to be interested in the shares of Associated Corporations of the Company held through the Company under the SFO.

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GENERAL INFORMATION

APPENDIX

The following are the Company’s Associated Corporations:

	Percentage of
	equity held
Name	by the Company
Alpha Central Profits Limited	100
Associated Technical Services Limited	100
Beta Central Profits Limited	100
Bonlink Investment Limited	100
Cavendish Construction Limited	100
CHEDHA Holdings Pty Limited	27.93
CHES Networks Pty Limited	33.33
CitiPower I Pty Limited	27.93
CitiPower II Pty Limited	27.93
CitiPower Pty	27.93
CKI Power Development Pty Limited	27.93
CKI Power Distribution Pty Limited	27.93
CKI Spark Holdings No. One Limited	54.76
CKI Spark Holdings No. Two Limited	54.76
CKI Utilities Development Limited	54.76
CKI/HEI Electricity Assignment Pty Limited	27.93
CKI/HEI Electricity Distribution Holdings (Australia) Pty Limited	27.93
CKI/HEI Electricity Distribution Pty Limited	27.93
CKI/HEI Electricity Distribution (Services) Pty Limited	27.93
CKI/HEI Electricity Distribution Two Pty Limited	27.93
CKI/HEI Energy Holdings Pty Limited	50
CKI/HEI Power Holdings Pty Limited	27.93
Coty Limited	100
Dako International Limited	100
Dunway Investment Limited	100
Electricity Financing Inc.	100
ETSA Ancillary Pty Limited	27.93
ETSA FRC Pty Limited	27.93
ETSA Utilities Finance Pty Limited	27.93
Fenning Limited	100
Fortress Advertising Company Limited	100
Goldia Resources Limited	100
Goldteam Resources Limited	100
Gusbury Enterprises Inc.	100
HEI China Limited	100
HEI Distribution Finance (Australia) Pty Ltd.	100
HEI Electricity Distribution (Malaysian) Limited	100
HEI Investment Holdings Limited	100
HEI Leting Limited	100
HEI Power (Malaysian) Limited	100
HEI Power Development Pty Limited	27.93
HEI Power Distribution Pty Limited	27.93
HEI Spark Holdings No. One Limited	54.76
HEI Tap Limited S.A.	100
HEI Transmission Finance (Australia) Pty Limited	100
HEI Utilities (Malaysian) Limited	100
HEI Utilities Development Limited	54.76
HKE Fund Management Limited S.à r.l.	100
Hong Kong Electric International Finance (Australia) Pty Limited	100
Hong Kong Telecommunications Holdings (Malaysian) Limited	33.33
Hongkong Electric (BVI) Limited	100
Hongkong Electric (Cayman) Limited	100
Hongkong Electric (Natural Gas) Limited	100

— 28 —

GENERAL INFORMATION

APPENDIX

	Percentage of
	equity held
Name	by the Company
Hongkong Electric Finance (Cayman) Limited	100
Hongkong Electric Finance Limited	100
Hongkong Electric Fund Management Limited	100
Hongkong Electric International Limited	100
Hongkong Electric International Power (Mauritius) Limited	100
Hongkong Electric Yunnan Dali Wind Power Company Limited	100
Huaneng Hongkong Electric Dali Wind Power Company Limited	45
Huaneng Laoting Wind Power Company Limited	45
International Infrastructure Services Company Limited	50
Kentson Limited	100
Kindmax Enterprises Limited	100
Kongwell Development Limited	100
Marregon (No.2) Pty Limited	27.93
Marregon Pty Limited	27.93
More Advance Development Limited	100
Northern Gas Networks Finance plc.	35.1
Northern Gas Networks Limited	35.1
Northern Gas Networks Holdings Limited	35.1
Powercor Australia Limited	27.93
Powercor Pty Limited	27.93
Powercor Australia LLC	27.93
Powercor Australia Holdings Pty Limited	27.93
Ratchaburi Power Company, Limited	25
Riverland Investment Limited	100
Rolling Hills International (Chengde) Wind Power Company Limited	100
Secan Limited	20
Sigerson Business Corp.	100
Stanley Power Inc.	50
The Hongkong Electric Company, Limited	100
Toptime Investment Limited	100
TransAlta Cogeneration, L.P.	24.995
Utilities Management Pty Limited	27.93
Vector Wellington Electricity Management Limited	50
Vector Wellington Electricity Network Limited	50
Wellington Electricity Distribution Network Limited	50
Wellington Electricity Distribution Network Holdings Limited	50

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executives had any interests or short positions in the shares, underlying shares and debentures of the Company or any of its Associated Corporations which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or which were recorded in the register required to be kept by the Company under Section 352 of the SFO, or which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers.

There is no contract or arrangement subsisting at the Latest Practicable Date in which any of the Directors is materially interested and which is significant in relation to the business of the Group.

— 29 —

GENERAL INFORMATION

APPENDIX

None of the Directors has had any direct or indirect interest in any assets which have since 31st December, 2007 (being the date to which the latest published audited financial statements of the Company were made up) been acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

3. COMMON DIRECTORS

The following is a list of the Directors who, as at the Latest Practicable Date, were also directors of the companies which have interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

Name of Common Director Name of Company Fok Kin Ning, Canning Cheung Kong (Holdings) Limited Kam Hing Lam Li Tzar Kuoi, Victor George Colin Magnus Frank John Sixt Fok Kin Ning, Canning Cheung Kong Infrastructure Holdings Limited Tso Kai Sum Chow Woo Mo Fong, Susan Andrew John Hunter Kam Hing Lam Li Tzar Kuoi, Victor George Colin Magnus Frank John Sixt Kam Hing Lam Hyford Limited Li Tzar Kuoi, Victor Chow Woo Mo Fong, Susan Interman Development Inc. Kam Hing Lam Frank John Sixt Li Ka-Shing Unity Trustcorp Limited Frank John Sixt Li Ka-Shing Unity Trustee Company Limited Frank John Sixt Li Ka-Shing Unity Trustee Corporation Limited Chow Woo Mo Fong, Susan Monitor Equities S.A. Kam Hing Lam Chow Woo Mo Fong, Susan Univest Equity S.A. Kam Hing Lam

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GENERAL INFORMATION

APPENDIX

Name of Common Director Name of Company Chow Woo Mo Fong, Susan Venniton Development Inc. Kam Hing Lam

Fok Kin Ning, Canning Hutchison Whampoa Limited Chow Woo Mo Fong, Susan Holger Kluge Kam Hing Lam Li Tzar Kuoi, Victor George Colin Magnus Frank John Sixt Wong Chung Hin

Fok Kin Ning, Canning Hutchison International Limited Chow Woo Mo Fong, Susan Kam Hing Lam Li Tzar Kuoi, Victor Frank John Sixt Chow Woo Mo Fong, Susan Hutchison Infrastructure Holdings Limited Frank John Sixt

Mr. Chan Loi Shun (Alternate Director to Mr. Kam Hing Lam) is the Chief Financial Officer of Cheung Kong Infrastructure Holdings Limited.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered into, or proposed to enter into, a service contract with any member of the Group which does not expire or is not terminable by such member of the Group within one year without payment of compensation, other than statutory compensation.

5. COMPETING BUSINESS INTERESTS OF DIRECTORS

The interests of Directors in businesses which may compete with the Group’s business of investing overseas in power generation, transmission and distribution and other infrastructure facilities (“Overseas Business”) are as follows:

Name of Director	Name of Company	Nature of Interests
Fok Kin Ning, Canning	Hutchison Whampoa Limited	Group Managing Director
	Cheung Kong Infrastructure Holdings Limited	Deputy Chairman
	Husky Energy Inc.	Co-Chairman
Tso Kai Sum	Cheung Kong Infrastructure Holdings Limited	Executive Director

— 31 —

GENERAL INFORMATION

APPENDIX

Name of Director	Name of Company	Nature of Interests
Chow Woo Mo Fong, Susan	Hutchison Whampoa Limited	Deputy Group Managing
		Director
	Cheung Kong Infrastructure Holdings Limited	Executive Director
Andrew John Hunter	Cheung Kong Infrastructure Holdings Limited	Executive Director (Chief
		Operating Officer)
	Spark Infrastructure Group	Non-executive Director
Kam Hing Lam	Hutchison Whampoa Limited	Executive Director
	Cheung Kong Infrastructure Holdings Limited	Group Managing Director
	Spark Infrastructure Group	Non-executive Director
Li Tzar Kuoi, Victor	Hutchison Whampoa Limited	Deputy Chairman
	Cheung Kong Infrastructure Holdings Limited	Chairman
George Colin Magnus	Hutchison Whampoa Limited	Non-executive Director
	Cheung Kong Infrastructure Holdings Limited	Non-executive Director
Frank John Sixt	Hutchison Whampoa Limited	Group Finance Director
	Cheung Kong Infrastructure Holdings Limited	Executive Director
	Husky Energy Inc.	Director

The Board is of the view that the Group is capable of carrying on its Overseas Business independent of, and at arm’s length from the businesses of the above companies. When making decisions on the Overseas Business, the above Directors, in the performance of their duties as Directors of the Company, have acted and will continue to act in the commercial best interest of the Group and all its Shareholders.

6. INDEPENDENT FINANCIAL ADVISER

The following is the qualification of the Independent Financial Adviser which has given advice contained in this circular:

Name Qualification BNP Paribas Capital A licensed corporation under the SFO, licensed to conduct Types 1 (dealing in securities) and 6 (advising on corporate finance) regulated activities

As at 18th February, 2009, BNP Paribas S.A., the parent company of BNP Paribas Capital held 468,006 Shares, representing approximately 0.02% of the issued share capital of the Company. Save as disclosed above, as at 18th February, 2009, BNP Paribas Capital was not beneficially interested in the share capital of any member of the Group or had any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group and had no interest, either directly or indirectly, in any assets which have been, since the date to

— 32 —

GENERAL INFORMATION

APPENDIX

which the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

The letter given by BNP Paribas Capital is given as of the date of this circular for incorporation herein.

7. CONSENTS

BNP Paribas Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name and letter in the form and context in which it appears.

8. NO MATERIAL ADVERSE CHANGE

The Directors confirm that, as at the Latest Practicable Date, they are not aware of any material adverse changes in the financial or trading position or prospects of the Group since 31st December, 2007, being the date of the latest audited consolidated financial statements of the Group were made up.

9. MISCELLANEOUS

(a) The company secretary of the Company is Ms. Wong Lee Wah, Lillian, a fellow member of both The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries.
(b) The Company’s share registrar is Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.
(c) This circular has been prepared in both English and Chinese. In the case of any discrepancy, the English text shall prevail.

10. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the Agreement (including the Counter Indemnity and particulars of the Operation and Management Contract) is available for inspection during normal business hours at the registered office of the Company at 44 Kennedy Road, Hong Kong from the date of this circular up to and including 13th March, 2009.

— 33 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Hongkong Electric Holdings Limited (the “ Company ”) will be held at the Ballroom, 1st Floor, Harbour Plaza Hong Kong, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on Monday, 16th March, 2009 at 10:30 a.m. for the purposes of considering and, if thought fit, passing with or without modification the following resolution as an Ordinary Resolution :

“ THAT the acquisition by the Company of the entire issued share capital of Outram Limited (“ Outram ”) on the terms and subject to the conditions of the agreement made between the Company and Cheung Kong Infrastructure Holdings Limited (“ CKI ”) dated 5th February, 2009 (the “ Agreement ”), a copy of which has been produced to this meeting marked “A” and signed by the Chairman of the meeting for the purpose of identification, the Company’s entry into or carrying out of the related transactions as contemplated under the Agreement, including without limitation the entering into of an operation and management contract between CKI and Outram on completion of the Agreement (the “ Operation and Management Contract ”), a copy of which has been produced to this meeting marked “B” and signed by the Chairman of the meeting for the purpose of identification, its terms and conditions (including the annual caps for fees payable thereunder), and the Company’s entry into or carrying out of the related transactions as contemplated under the Operation and Management Contract (the related transactions under the Agreement and the Operation and Management Contract are hereinafter collectively referred to as the “ Transactions ”), as set out in the circular to the shareholders of the Company dated 26th February, 2009 (the “ Circular ”) of which this notice of meeting forms part, a copy of which has been produced to this meeting marked “C” and signed by the Chairman of the meeting for the purpose of identification, and the implementation, exercise or enforcement of any of the rights, and performance of any of the obligations under the Agreement, the Operation and Management Contract and/or the Transactions be and are hereby approved; and any two executive directors of the Company be and are hereby authorised to execute all such documents and deeds (and if necessary apply the common seal of the Company thereto) and do and authorise all such acts, matters and things as they may in their discretion consider necessary or desirable on behalf of the Company for the purpose of implementing, and otherwise in connection with, the Agreement, the Operation and Management Contract and the Transactions, and authorise the implementation, exercise or enforcement of any of the rights, and performance of any of the obligations under the Agreement and/or the Operation and Management Contract and/or any deed, document, undertaking or obligation entered into or associated with the Agreement, the Operation and Management Contract and/or the Transactions, including agreeing any modifications, amendments, waivers, variations or extensions of the Agreement, the Operation and Management Contract and/or any deed, document, undertaking or obligation entered into or associated with the Agreement, the Operation and Management Contract and/or the Transactions, as such directors may deem fit.”

By Order of the Board Hongkong Electric Holdings Limited Lillian Wong Company Secretary

Hong Kong, 26th February, 2009

— 34 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

(1) The above resolution will be put to the vote at the meeting by way of a poll.
(2) A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote for him. (The number of proxies appointed by any member who is a holder of two or more shares shall not exceed two). A proxy need not be a member of the Company. To be valid, such member of the Company must complete the enclosed form of proxy in accordance with the instructions printed on it and return it to the registered office of the Company, 44 Kennedy Road, Hong Kong no later than 48 hours before the time for holding the meeting (or any adjournment thereof). Completion and return of the enclosed form of proxy will not preclude such member of the Company from attending and voting in person at the above meeting (or any adjournment thereof) should such member of the Company so wish.
(3) The register of members of the Company will be closed from Friday, 13th March, 2009 to Monday, 16th March, 2009, both days inclusive, during which period no transfer of shares will be effected. To qualify for the right to attend and vote at the above meeting (or any adjournment thereof), all share transfers accompanied by the relevant share certificates must be lodged with the Company’s registrars, Computershare Hong Kong Investor Services Limited, Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 12th March, 2009.
(4) Shareholders are advised to read the circular to shareholders of the Company dated 26th February, 2009 (the “Circular”) which contains information concerning the resolution to be proposed at the above meeting (or any adjournment thereof).
(5) Regarding directors’ interests in the matter dealt with by the above resolution, shareholders are advised to read the Appendix to the Circular on pages 26 to 29 which contains such information.

— 35 —

AI assistant

Power Assets Holdings Limited — Proxy Solicitation & Information Statement 2009

48865_rns_2009-02-25_0f4d625f-356e-452f-b962-f8301317892a.pdf

(Stock Code: 6)

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF THE ENTIRE INTEREST IN A SUBSIDIARY OF CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED AND CONTINUING CONNECTED TRANSACTION

CONTENT

DEFINITIONS

DEFINITIONS

DEFINITIONS

The People’s Republic of China

DEFINITIONS

DEFINITIONS

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF THE ENTIRE INTEREST IN A SUBSIDIARY OF CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED AND CONTINUING CONNECTED TRANSACTION

1. INTRODUCTION

2. DETAILS OF THE AGREEMENT

Date

Parties

Subject of the Transaction

Consideration

Conditions to the Transaction

Completion of the Transaction

3. INFORMATION ON OUTRAM

4. INFORMATION ON THE CKI GROUP

5. INFORMATION ON THE GROUP

6. REASONS FOR AND BENEFITS OF THE TRANSACTION

7. LISTING RULES IMPLICATIONS

8. RECOMMENDATIONS

9. EXTRAORDINARY GENERAL MEETING

10. FURTHER INFORMATION

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF THE ENTIRE INTEREST IN A SUBSIDIARY OF CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED AND CONTINUING CONNECTED TRANSACTION

LETTER FROM BNP PARIBAS CAPITAL

BNP Paribas Capital (Asia Pacific) Limited

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF THE ENTIRE INTEREST IN A SUBSIDIARY OF CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED

INTRODUCTION

LETTER FROM BNP PARIBAS CAPITAL

LETTER FROM BNP PARIBAS CAPITAL

LETTER FROM BNP PARIBAS CAPITAL

PRINCIPAL FACTORS AND REASONS

Background of the Transaction

Reasons for the Transaction

LETTER FROM BNP PARIBAS CAPITAL

Principal terms and conditions of the Agreement

LETTER FROM BNP PARIBAS CAPITAL

Basis of the consideration of the Sale Share(s)

Analysis on the consideration of the Sale Share(s)

LETTER FROM BNP PARIBAS CAPITAL

LETTER FROM BNP PARIBAS CAPITAL

Comparable company trading analysis

LETTER FROM BNP PARIBAS CAPITAL

Comparable precedent transaction analysis

LETTER FROM BNP PARIBAS CAPITAL

LETTER FROM BNP PARIBAS CAPITAL

Operation and Management Contract

FINANCIAL EFFECTS

LETTER FROM BNP PARIBAS CAPITAL

CONCLUSION

BNP Paribas Capital (Asia Pacific) Limited Isadora Li

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF DIRECTORS’ INTERESTS

Long Positions in Shares of the Company

3. COMMON DIRECTORS

4. SERVICE CONTRACTS

5. COMPETING BUSINESS INTERESTS OF DIRECTORS

APPENDIX

6. INDEPENDENT FINANCIAL ADVISER

7. CONSENTS

8. NO MATERIAL ADVERSE CHANGE

9. MISCELLANEOUS

10. DOCUMENTS AVAILABLE FOR INSPECTION

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE OF EXTRAORDINARY GENERAL MEETING

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Power Assets Holdings Limited Proxy Solicitation & Information Statement 2009