Joint Announcement : Connected Transaction and Discloseable Transaction – Proposed Acquisition by Bidco by way of the Trust Schemes of all of the Stapled Securities in issue of APA which are listed on the Australian Securities Exchange and Formation of Joint Venture

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1113)

CONNECTED TRANSACTION AND

MAJOR TRANSACTION

(Incorporated in Bermuda with limited liability)

(Stock Code: 1038)

CONNECTED TRANSACTION AND DISCLOSEABLE TRANSACTION

CONNECTED TRANSACTION

(Incorporated in Hong Kong with limited liability)

(Stock Code: 6)

CONNECTED TRANSACTION AND DISCLOSEABLE TRANSACTION

PROPOSED ACQUISITION BY BIDCO BY WAY OF THE TRUST SCHEMES OF

ALL OF THE STAPLED SECURITIES IN ISSUE OF APA

WHICH ARE LISTED ON THE AUSTRALIAN SECURITIES EXCHANGE

AND FORMATION OF JOINT VENTURE

Introduction

Reference is made to the announcement of CKA, CKHH, CKI and PAH on 13 June 2018 in relation to the submission of a non-binding indicative and conditional proposal for a consortium of CKA, CKI and PAH or CKA to acquire all of the stapled securities in issue of the Target.

Acquisition and Joint Venture Transaction

The CKA Board, the CKI Board, the PAH Board and the CKHH Board jointly announce that on 12 August 2018, a consortium comprising CKA, CKI and PAH entered into the Implementation Agreement with Bidco and the Target to implement the Acquisition (comprising the acquisition of all of the stapled securities in issue of the Target).

In connection with the Acquisition, CKA, CKI and PAH, being the Consortium Members, have also entered into the Consortium Formation Agreement on 12 August 2018 pursuant to which, subject to the fulfilment of certain conditions, the relevant Consortium Members will enter into the Joint Venture Transaction to, among other things, form the Consortium, enter into the Shareholders' Agreement and indirectly fund the Acquisition by Bidco according to the Respective Proportions or the Revised Respective Proportions (as the case may be).

CKI's and PAH's participation in the Joint Venture Transaction are subject to, amongst other conditions, obtaining the necessary JV Transaction Shareholders' Approvals. If such conditions are not fulfilled, the Joint Venture Transaction will not proceed and CKA will, subject to obtaining the CKA Transaction Shareholders' Approval and the fulfilment of certain conditions, proceed with the Acquisition alone. If the necessary JV Transaction Shareholders' Approval in respect of only one of CKI's or PAH's participation in the Joint Venture Transaction is obtained, the composition of the Consortium shall be varied accordingly.

1

Implications under the Listing Rules

The implications of the Acquisition and the Joint Venture Transaction (where applicable) for each of CKA, CKI, PAH and CKHH under the Listing Rules are as follows:

• (a) For CKA

  If CKA proceeds with the Acquisition alone (because none of the necessary JV Transaction Shareholders' Approvals are obtained or certain other conditions are not fulfilled and the Joint Venture Transaction does not proceed), as one or more of the applicable percentage ratios of CKA based on Scheme Consideration and the transaction costs under the Acquisition exceeds 25% but all are less than 100%, the Acquisition by CKA alone constitutes a major transaction for CKA and is subject to CKA's compliance with the announcement, notification and shareholders' approval requirements under

  Chapter 14 of the Listing Rules.

  If the Acquisition proceeds under the Joint Venture Transaction, as one or more of the applicable percentage ratios of CKA based on the Maximum Financial Commitment of the CKA Group under the Joint Venture Transaction or the Scheme Consideration and the transaction costs under the Acquisition, as applicable, exceeds 25% but all are less than 100%, the Joint Venture Transaction also constitutes a major transaction for CKA and is subject to CKA's compliance with the announcement, notification and shareholders' approval requirements under Chapter 14 of the Listing Rules. In this circumstance, however, CKA shareholders which have a material interest in the Joint Venture

  Transaction must abstain from voting on the relevant shareholders' resolution regarding the Joint Venture Transaction under Chapter 14 of the Listing Rules.

  CKHH has been deemed by the Stock Exchange to be a connected person of CKA under the Listing Rules. As CKHH currently holds approximately 71.93% of the issued share capital of CKI through its wholly-owned subsidiaries, CKI may also be regarded as a connected person of CKA by virtue of it being a subsidiary of CKHH. Therefore, the Joint

  Venture Transaction as between CKA and CKI also constitutes a connected transaction for CKA under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios of CKA based on the Maximum Financial Commitment of the CKA Group under the Joint Venture Transaction exceeds 5%, the Joint Venture Transaction as between CKA and CKI is subject to CKA's compliance with the announcement, reporting and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

• (b) For CKI

  Under the Joint Venture Transaction, as one or more of the applicable percentage ratios of CKI based on the Maximum Financial Commitment of the CKI Group exceeds 5% but all 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 that 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 31.71% of the issued share capital of CKA, CKA may be regarded as a connected person of CKI under the Listing Rules. Therefore, the Joint Venture Transaction as between CKA and CKI 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 as between CKA and CKI is subject to CKI's compliance with the announcement, reporting and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

(c) For PAH

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

CKI currently holds approximately 38.01% of the issued shares of PAH. As a substantial shareholder of PAH, CKI is a connected person of PAH under Chapter 14A of the Listing Rules. Further, given that Mr. Li Ka-shing, Mr. Li Tzar Kuoi, Victor (who is a director of PAH) 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 31.71% of the issued share capital of CKA, CKA may also be regarded as a connected person of PAH under the Listing Rules. Therefore, the Joint Venture Transaction as between CKA, CKI and PAH (or as between CKA and PAH only) also constitutes a connected transaction for PAH under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios of PAH based on the Maximum Financial Commitment of the PAH Group under the Joint Venture Transaction exceeds 5%, the Joint Venture Transaction as between CKA, CKI and PAH (or as between CKA and PAH only) is subject to PAH's compliance with the announcement, reporting and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

(d)

For CKHH

CKA has been deemed by the Stock Exchange to be a connected person of CKHH under the Listing Rules. Accordingly, the entry into of the Joint Venture Transaction by CKI, which is a subsidiary of CKHH, with CKA constitutes a connected transaction for CKHH under Chapter 14A of 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 exceeds 0.1% but all are less than 5%, the Joint Venture Transaction as between CKA and CKI is subject to CKHH's compliance with the announcement and reporting requirements, but is exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

Prior to the respective meetings of the shareholders of each of CKA, CKI and PAH for obtaining the JV Transaction Shareholders' Approvals and the issue of the relevant circulars, CKA, CKI and PAH will together determine and agree the final percentages making up the

Respective Proportions and the Revised Respective Proportions and such final percentages shall be set out in the relevant circulars to be issued by CKA, CKI and PAH in connection with such meetings.

If the JV Transaction Shareholders' Approvals of CKA and CKI (respectively referred to in (a) and (b) above) are obtained, but the JV Transaction Shareholders' Approval of PAH (referred to in (c) above) is not obtained, the Joint Venture Transaction, subject to certain other conditions being fulfilled, will proceed with CKA and CKI in their Revised Respective Proportions.

If the JV Transaction Shareholders' Approvals of CKA and PAH (respectively referred to in (a) and (c) above) are obtained, but the JV Transaction Shareholders' Approval of CKI (referred to in (b) above) is not obtained, the Joint Venture Transaction, subject to certain other conditions being fulfilled, will proceed with CKA and PAH in their Revised Respective Proportions.

As mentioned in (a) above, if none of the necessary JV Transaction Shareholders' Approvals are obtained or certain other conditions are not fulfilled, the Joint Venture Transaction will not proceed and CKA will, subject to obtaining the CKA Transaction Shareholders' Approval and the fulfilment of certain conditions as set out below, proceed with the Acquisition alone.

General

As completion of the Acquisition and/or the Joint Venture Transaction is conditional on the satisfaction or waiver of certain conditions, including the obtaining of the CKA Transaction Shareholders' Approval or the JV Transaction Shareholders' Approvals (as applicable), there remains the possibility that the Acquisition and/or the Joint Venture Transaction may not proceed. The final percentage interests of CKA, CKI and PAH in the Joint Venture Transaction are subject to change depending on agreement amongst CKA, CKI and PAH on the Respective Proportions and the Revised Respective Proportions and the obtaining of the JV Transaction Shareholders' Approvals. Shareholders and potential investors should exercise caution when dealing in the Shares and other securities of CKA, CKI, PAH and CKHH.

1.

INTRODUCTION

Reference is made to the announcement of CKA, CKHH, CKI and PAH on 13 June 2018 in relation to the submission of a non-binding indicative and conditional proposal for a consortium of CKA, CKI and PAH or CKA to acquire all of the stapled securities in issue of the Target.

The CKA Board, the CKI Board, the PAH Board and the CKHH Board jointly announce that on 12 August 2018, a consortium comprising CKA, CKI and PAH entered into the Implementation Agreement with Bidco and the Target to implement the Acquisition.

In connection with the Acquisition, CKA, CKI and PAH, being the Consortium Members, have also entered into the Consortium Formation Agreement on 12 August 2018 pursuant to which, subject to the fulfilment of certain conditions, the relevant Consortium Members will enter into the Joint Venture Transaction to, among other things, form the Consortium, enter into the Shareholders' Agreement and indirectly fund the Acquisition by Bidco according to the Respective Proportions or the Revised Respective Proportions (as the case may be).

CKI's and PAH's participation in the Joint Venture Transaction are subject to, amongst other conditions, obtaining the necessary JV Transaction Shareholders' Approvals. If such conditions are not fulfilled, the Joint Venture Transaction will not proceed and CKA will, subject to obtaining the CKA Transaction Shareholders' Approval and the fulfilment of certain conditions, proceed with the Acquisition alone. If the necessary JV Transaction Shareholders' Approvals in respect of only one of CKI's or PAH's participation in the Joint Venture Transaction are obtained, the composition of the Consortium shall be varied accordingly. The major terms of the Acquisition and the Joint Venture Transaction are set out below.

2.

ACQUISITION

On 12 August 2018, the Consortium Members, Bidco and the Target entered into the

Implementation Agreement in connection with the Acquisition. The Acquisition and the Implementation Agreement are not conditional on the completion of the Joint Venture Transaction but are conditional upon obtaining the CKA Transaction Shareholders' Approval and the fulfilment of certain other conditions as set out in the Implementation Agreement.

If the conditions to the Joint Venture Transaction are not fulfilled and the Joint Venture Transaction does not proceed:

• (i) the Consortium will not be formed and Bidco will remain wholly-owned by CKA;

• (ii) CKI's and PAH's participation in the Acquisition, including to provide guarantees in respect of the relevant obligations of Bidco under the Implementation Agreement as set out in paragraph 2.4 below, will lapse;

• (iii) subject to CKA obtaining the CKA Transaction Shareholders' Approval and the Trust Schemes becoming effective, CKA will proceed with the Acquisition on the terms and conditions of the Implementation Agreement alone;

• (iv) the guarantee in respect of the relevant obligations of Bidco under the Implementation Agreement as set out in paragraph 2.4 below will be provided solely by CKA (namely, as to 100%);

• (v) the Scheme Consideration and transaction costs and estimated stamp duty payable by

  CKA under the Implementation Agreement will be up to AUD13,166 million (equivalent to approximately HK$76,363 million); and

• (vi) CKA intends to finance the Scheme Consideration and transaction costs under the Implementation Agreement from its internal resources and/or external borrowings.

The principal terms of the Implementation Agreement are as follows:

2.1 The outline of the Trust Schemes

Subject to the Trust Schemes becoming effective in accordance with their respective terms, the general effect of the Trust Schemes will be as follows:

• (i) all of the Target Securities will be transferred to Bidco in accordance with the terms of the Trust Schemes; and

• (ii) in consideration for the transfer to Bidco of all of the Target Securities, the Target Securityholders will receive the Scheme Consideration in accordance with the terms of the Trust Schemes.