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 advisers.

If you have sold or transferred all your shares in CK Hutchison Holdings Limited, you should at once hand this circular and the accompanying proxy form 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 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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1)

NOTICE OF ANNUAL GENERAL MEETING

PROPOSALS FOR

RE-ELECTION OF DIRECTORS

REMUNERATION OF DIRECTORS

AND

GENERAL MANDATES TO ISSUE NEW SHARES

AND REPURCHASE SHARES

The notice convening the Annual General Meeting of CK Hutchison Holdings Limited to be held at the Grand Ballroom, 1st Floor, Harbour Grand Kowloon, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on Thursday, 16 May 2019 at 12:00 noon (or, in the event that a black rainstorm warning signal or tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 9:00 a.m. on that day, at the same time and place on Tuesday, 21 May 2019) or any adjournment thereof at which the above proposals will be considered is set out on pages 8 to 11 of this circular. Irrespective of whether you are able to attend the meeting, please complete and return the proxy form to the Hong Kong Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

Complimentary shuttle bus service to and from the meeting venue will be provided on 16 May 2019 to shareholders as follows: (i) departing Hankow Road (by YMCA), Tsimshatsui every 5 to 10 minutes between 10:30 a.m. and 11:20 a.m. for Harbour Grand Kowloon; and

(ii)departing Harbour Grand Kowloon between 1:00 p.m. and 2:30 p.m. for Hankow Road (by YMCA), Tsimshatsui. A shuttle bus guide and schedule to Harbour Grand Kowloon is available on the website of the Company at www.ckh.com.hk. Shareholders may also consider using other means of public transportation, including Mass Transit Railway (MTR) to Whampoa Station (Exit D2), ferries (North Point - Hung Hom) and buses.

In the event of any inconsistency, the English version of this circular shall prevail over the Chinese version.

10 April 2019

CONTENTS

Pages

Definitions . .

. . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

Introduction .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Remuneration of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

General Mandates to Issue New Shares and Repurchase Shares . . . . . . . . . . . . . . .

6

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Appendix I

-

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .

8

Appendix II

-

Details of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

Appendix III

-

Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19

DEFINITIONS

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

"AGM"

the annual general meeting of the Company convened to

be held on Thursday, 16 May 2019 at 12:00 noon at the

Grand Ballroom, 1st Floor, Harbour Grand Kowloon,

20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong (or,

in the event that a black rainstorm warning signal or

tropical cyclone warning signal no. 8 or above is in force

in Hong Kong at 9:00 a.m. on that day, at the same time

and place on Tuesday, 21 May 2019), notice of which is

set out on pages 8 to 11 of this circular, and any

adjournment thereof;

"Articles of Association"

the amended and restated memorandum and articles of

association of the Company, as amended from time to

time;

"Board"

the board of Directors;

"close associate(s)"

has the meaning ascribed to it under the Listing Rules;

"Company"

CK Hutchison Holdings Limited, an exempted company

incorporated in the Cayman Islands with limited liability

whose Shares are listed on the Main Board of the SEHK

(Stock Code: 1);

"core connected person(s)"

has the meaning ascribed to it under the Listing Rules;

"Director(s)"

the director(s) of the Company;

"Group"

the Company and its subsidiaries;

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong"

the Hong Kong Special Administrative Region of The

People's Republic of China;

"Issue Mandate"

the general mandate to issue, allot and dispose of

additional Shares;

"Latest Practicable Date"

3 April 2019, being the latest practicable date prior to the

printing of this circular for ascertaining certain information

contained herein;

"Listing Rules"

the Rules Governing the Listing of Securities on the

SEHK;

"Repurchase Mandate"

the general mandate to repurchase Shares;

"SFO"

the Securities and Futures Ordinance (Cap. 571 of the

Laws of Hong Kong) as amended, supplemented or

otherwise modified from time to time;

- 1 -

DEFINITIONS

"Share(s)"

ordinary share(s) of par value HK$1.00 each in the share

capital of the Company;

"Shareholder(s)"

holder(s) of the Share(s);

"SEHK"

The Stock Exchange of Hong Kong Limited; and

"Takeovers Code"

the Code on Takeovers and Mergers.

- 2 -

LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1)

Board of Directors:

Registered Office:

Executive Directors

PO Box 309

LI Tzar Kuoi, Victor Chairman and Group Co-Managing Director

Ugland House

FOK Kin Ning, Canning Group Co-Managing Director

Grand Cayman, KY1-1104

Frank John SIXT Group Finance Director and

Cayman Islands

Deputy Managing Director

IP Tak Chuen, Edmond Deputy Managing Director

Principal Place of Business:

KAM Hing Lam Deputy Managing Director

48th Floor

LAI Kai Ming, Dominic Deputy Managing Director

Cheung Kong Center

Edith SHIH

2 Queen's Road Central

Non-executive Directors

Hong Kong

CHOW Kun Chee, Roland

CHOW WOO Mo Fong, Susan

LEE Yeh Kwong, Charles

LEUNG Siu Hon

George Colin MAGNUS

Independent Non-executive Directors

KWOK Tun-li, Stanley

CHENG Hoi Chuen, Vincent

Michael David KADOORIE

LEE Wai Mun, Rose

William Elkin MOCATTA Alternate Director to

Michael David Kadoorie

William SHURNIAK

WONG Chung Hin

WONG Yick-ming, Rosanna

Company Secretary:

Edith SHIH

10 April 2019

- 3 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

CK Hutchison Holdings Limited published this content on 09 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 09 April 2019 09:22:03 UTC