Cheung Kong Property : CONNECTED TRANSACTION AND DISCLOSEABLE TRANSACTION – FORMATION OF A JOINT VENTURE IN CONNECTION WITH THE PROPOSED ACQUISITION OF ALL OF THE SHARES AND PREFERRED EQUITY CERTIFICATES IN ISSUE OF THE TARGET AND THE PROPOSED ACQUISITION

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1113) CONNECTED TRANSACTION AND DISCLOSEABLETRANSACTION

(Incorporated in Bermuda with limited liability)

(Stock Code: 1038) CONNECTED TRANSACTION AND DISCLOSEABLE TRANSACTION

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1) CONNECTEDTRANSACTION FORMATION OF A JOINT VENTURE IN CONNECTION WITH THE PROPOSED ACQUISITION OF ALL OF THE SHARES AND PREFERRED EQUITY CERTIFICATES IN ISSUE OF THE TARGET AND THE PROPOSED ACQUISITION

The CKPH Board, the CKHH Board and the CKI Board jointly announce that on 27 July 2017, CKPH, CKI and Midco 5 entered into the Joint Venture Formation Agreement, pursuant to which, subject to the obtaining of the necessary Independent Shareholders' Approvals, the Consortium Members will, among other things, indirectly own the shares in JV Co and partly fund the Acquisition according to the Respective Proportions and enter into the Shareholders' Agreement.

In addition, in connection with the Acquisition, the Seller and the Purchaser have entered into the Sale and Purchase Agreement on 27 July 2017. The Sale and Purchase Agreement is not conditional on completion of the Joint Venture Transaction but is conditional upon the fulfilment of certain conditions as set out in the section headed "3. Sale and Purchase Agreement" below.

The implications of the Joint Venture Transaction on each of CKPH, CKI and CKHH under the Listing Rules are as follows:

1. As one or more of the applicable percentage ratios of CKPH based on the Maximum Financial Commitment of the CKPH Group under the Joint Venture Transaction exceeds 5% but all of the applicable percentage ratios are less than 25%, the Joint Venture Transaction constitutes a discloseable transaction for CKPH and is subject to CKPH's compliance with the announcement and notification requirements, but is not subject to the shareholders' approval requirement, under Chapter 14 of the Listing Rules.

   As at the date of this announcement, Mr. Li Ka-shing, Mr. Li Tzar Kuoi, Victor and the Trust currently directly and/or indirectly hold an aggregate of approximately 31.47% of the issued share capital of CKPH and an aggregate of approximately 30.16% of the issued share capital of CKHH. CKHH has been deemed by the Stock Exchange to be a connected person of CKPH under the Listing Rules. As CKHH currently holds approximately 71.93% of the issued share capital of CKI, CKI may also be regarded as a connected person of CKPH by virtue of it being a subsidiary of CKHH. Therefore, the Joint Venture Transaction also constitutes a connected transaction for CKPH under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios of CKPH based on the Maximum Financial Commitment of the CKPH Group under the Joint Venture Transaction exceeds 5%, the Joint Venture Transaction is subject to CKPH's compliance with the announcement, reporting and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

2. As one or more of the applicable percentage ratios of CKI based on the Maximum Financial Commitment of the CKI Group under the Joint Venture Transaction exceeds 5% but all of the applicable percentage ratios are less than 25%, the Joint Venture Transaction constitutes a discloseable transaction for CKI and is subject to CKI's compliance with the announcement and notification requirements, but is not subject to the shareholders' approval requirement, under Chapter 14 of the Listing Rules.

   Given Mr. Li Ka-shing, Mr. Li Tzar Kuoi, Victor (who is a director of CKI) and the Trust have been deemed as a group of connected persons by the Stock Exchange and they currently directly and/or indirectly hold an aggregate of approximately 31.47% of the issued share capital of CKPH, CKPH may be regarded as a connected person of CKI under the Listing Rules. Therefore, the Joint Venture Transaction also constitutes a connected transaction for CKI under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios of CKI based on the Maximum Financial Commitment of the CKI Group under the Joint Venture Transaction exceeds 5%, the Joint Venture Transaction is subject to CKI's compliance with the announcement, reporting and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

3. For CKHH, CKPH has been deemed by the Stock Exchange to be its connected person under the Listing Rules. Accordingly, the entry into of the Joint Venture Formation Agreement by CKI, which is a subsidiary of CKHH, with CKPH constitutes a connected transaction for CKHH under the Listing Rules. As one or more of the applicable percentage ratios of CKHH based on the Maximum Financial Commitment of the CKI Group under the Joint Venture Transaction exceed 0.1% but all of the applicable percentage ratios are less than 5%, the Joint Venture Transaction is subject to CKHH's compliance with the reporting and announcement requirements, but is exempt from the independent shareholders' approval requirement, under Chapter 14A of the Listing Rules.

If either or both of the necessary Independent Shareholders' Approvals are not obtained, the Joint Venture Transaction will not proceed and the Purchaser will, as an indirect wholly-owned subsidiary of CKPH, proceed with the Acquisition. In such case, the Acquisition will constitute a discloseable transaction for CKPH as one or more of the applicable percentage ratios of CKPH in relation to the Acquisition will exceed 5% but all of the applicable percentage ratios will be less than 25%, and the Acquisition would be subject to CKPH's compliance with the announcement and notification requirements, but would not be subject to the shareholders' approval requirement, under Chapter 14 of the Listing Rules.

As completion of the Joint Venture Transaction is conditional on the obtaining of the relevant Independent Shareholders' Approvals, and the Acquisition depends on the fulfilment of certain conditions under the Sale and Purchase Agreement, there remains the possibility that the Joint Venture Transaction and/or the Acquisition may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares.

1. INTRODUCTION

   The CKPH Board, the CKHH Board and the CKI Board jointly announce that on 27 July 2017, CKPH, CKI and Midco 5 entered into the Joint Venture Formation Agreement, pursuant to which, subject to the obtaining of the necessary Independent Shareholders' Approvals, the Consortium Members will, among other things, indirectly own the shares in JV Co and partly fund the Acquisition according to the Respective Proportions and enter into the Shareholders' Agreement.

   In addition, in connection with the Acquisition, the Seller and the Purchaser have entered into the Sale and Purchase Agreement on 27 July 2017.

   The major terms of the Joint Venture Transaction and the Sale and Purchase Agreement relating thereto are set out below.

2. JOINT VENTURE TRANSACTION
3. The Joint Venture Formation Agreement

4. On 27 July 2017, CKPH, CKI and Midco 5 entered into the Joint Venture Formation Agreement in relation to the participation of the Consortium Members in JV Co and governing the funding and operation of JV Co and the Purchaser, subject to the obtaining of the necessary Independent Shareholders' Approvals. As of the date of this announcement, each Consortium Midco is wholly-owned by CKPH and each of JV Co and the Purchaser is indirectly wholly- owned by CKPH.

   The principal terms of the Joint Venture Formation Agreement and the arrangements relating to the transactions under it are as follows:

5. Closing conditions

   Closing of the Joint Venture Transaction is subject to the following conditions being satisfied or waived:

6. all closing conditions under the Sale and Purchase Agreement (as described in paragraph (e) under the section headed "3. Sale and Purchase Agreement" below) being satisfied or waived in accordance with the terms of that agreement; and

7. obtaining of necessary Independent Shareholders' Approvals at the respective shareholders'meetings of CKPH and CKI.

8. Participation of the Consortium Members

   Between the date of the Joint Venture Formation Agreement and the closing of the Joint Venture Transaction, Midco 2 will hold 65% equity interest and Midco 3 will hold 35% equity interest in JV Co.

9. If Independent Shareholders' Approvals are sought on or prior to the Scheduled Closing Date

10. It is currently expected that the respective meetings of the shareholders of each of CKPH and CKI for obtaining the necessary Independent Shareholders' Approvals will be held in advance of the Scheduled Closing Date.

    If, on or prior to the Scheduled Closing Date, the necessary Independent Shareholders' Approvals of both CKPH and CKI are obtained, Midco 4 (which will be indirectly wholly-owned by CKI) will purchase the entire issued share capital of Midco 3 from Midco 5, such that CKI will become indirectly interested in 35% of JV Co. After the completion of such purchase, in preparation for completion of the Acquisition, each of Midco 2 and Midco 3 (which will be indirectly wholly-owned by CKPH and CKI, respectively) will contribute its Respective Proportion of funding to JV Co, by subscribing for additional shares in, and/or providing shareholder loans to, JV Co and/or the Purchaser.