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.

CHEUNG KONG (HOLDINGS) LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 0001)

Inside Information Strategic Review of the A.S. Watson & Company, Limited retail businesses and Investment by Temasek of 24.95% in Retail Division of HWL and Proposed Distribution of a Special Dividend

The Board announces that HWL, which the Company holds a 49.97% interest, has completed its strategic review of the options for maximising the value of the A.S. Watson & Company, Limited retail businesses, and concluded that it should enter into a strategic alliance with Temasek by Temasek taking up an indirect equity interest of 24.95% in A.S. Watson Holdings.
In relation to the strategic alliance with Temasek, the Subscription Agreement was entered into on
21st March, 2014 pursuant to which the Investor, a wholly owned subsidiary of Temasek, has agreed to subscribe, on Completion, for the Subscription Shares on the terms and conditions set out in the Subscription Agreement for a total cash consideration of approximately HK$44 billion. Through the Transaction, Temasek will take up an indirect equity interest of 24.95% in A.S. Watson Holdings which at Completion will be the holding company for the entire Retail Division. After Completion, HWL's indirect equity interest in A.S. Watson Holdings (and therefore the portion of the Retail Division attributable to HWL) will be 75.05% and HWL will retain control of A.S. Watson Holdings and the Retail Division.
The net proceeds derived by HWL and its subsidiaries from the Transaction of approximately HK$43 billion will, subject to Completion and approval of the board of directors of HWL, be used by HWL to pay a special dividend of HK$7 per HWL share to its shareholders and the balance will be used by HWL Group for its general working capital purposes. In view of such special dividend from HWL, the Company proposes to also distribute a special dividend of HK$7 per Share to the shareholders of the Company, subject to Completion, the approval of the board of directors of HWL for the distribution of a special dividend by HWL and the approval of the Board.
This announcement is made by the Company pursuant to the provisions under Part XIVA of the
SFO and Rule 13.09(2)(a) of the Listing Rules.

Transaction between HWL and Temasek

Reference is made to the HWL Announcement. The Board would like to inform its shareholders and potential investors that HWL, which the Company holds a 49.97% interest, has completed its strategic review of the options for maximising the value of the A.S. Watson & Company, Limited retail businesses, and concluded that it should enter into a strategic alliance with Temasek by Temasek taking up an indirect equity interest of 24.95% in A.S. Watson Holdings.

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The Transaction values the Retail Division at approximately HK$177 billion, which represents approximately HK$41.50 per share for shareholders of HWL. HWL and Temasek have agreed to work together towards listing the Retail Division at a suitable time.
In relation to the strategic alliance with Temasek, the Subscription Agreement was entered into on
21st March, 2014 pursuant to which the Investor, a wholly owned subsidiary of Temasek, has agreed to subscribe, on Completion, for the Subscription Shares on the terms and conditions set out in the Subscription Agreement for a total cash consideration of approximately HK$44 billion. Through the Transaction, Temasek will take up an indirect equity interest of 24.95% in A.S. Watson Holdings which at Completion will be the holding company for the entire Retail Division. After Completion, HWL's indirect equity interest in A.S. Watson Holdings (and therefore the portion of the Retail Division attributable to HWL) will be 75.05% and HWL will retain control of A.S. Watson Holdings and the Retail Division.
On Completion, HWL and its subsidiaries will realise a credit to total equity of approximately HK$43 billion. Under relevant accounting rules as the Transaction does not result in the Retail Division ceasing to be controlled by HWL, no profit or loss will be realised on the Transaction in the consolidated financial statements of HWL. HWL and its subsidiaries will receive approximately HK$44 billion gross proceeds and net proceeds of approximately HK$43 billion on Completion.
The audited net assets value attributable to shareholders of A.S. Watson Holdings as at
29th December, 2013 was approximately HK$9.2 billion. The audited net profits before taxation of A.S. Watson Holdings for the financial years ended 30th December, 2012 and
29th December, 2013 were approximately HK$8.8 billion and approximately HK$10 billion respectively. The audited net profits after taxation and extraordinary items attributable to shareholders of A.S. Watson Holdings for the financial years ended 30th December, 2012 and
29th December, 2013 were approximately HK$6.9 billion and approximately HK$7.8 billion respectively.
Subject to the satisfaction of a number of conditions including the completion of certain internal reorganisation within the Retail Division, Completion is scheduled to take place in mid-April, 2014 or such other date as A.S. Watson Holdings and the Investor may agree. After Completion, HWL will retain control of A.S. Watson Holdings and the Retail Division.
Pursuant to the HWL Announcement, the Transaction constitutes a deemed disposal pursuant to Rule 14.29 of the Listing Rules and a discloseable transaction for HWL under Rule 14.06(2) of the Listing Rules.

Distribution of Special Dividend by HWL and the Company

The net proceeds derived by HWL and its subsidiaries from the Transaction of approximately HK$43 billion will, subject to Completion and approval of the board of directors of HWL, be used by HWL to pay a special dividend of HK$7 per HWL share to its shareholders and the balance will be used by HWL Group for its general working capital purposes.
The Company holds a 49.97% interest in HWL as at the date of this announcement and is expected to receive approximately HK$14.9 billion as special dividend to be distributed by HWL. In view of such special dividend, the Company proposes to also distribute a special dividend to the Company's shareholders of HK$7 per Share, totalling approximately HK$16.2 billion, subject to Completion, the approval of the board of directors of HWL for the distribution of a special dividend by HWL and the approval of the Board.

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Upon the finalising of the timetable for the distribution of the special dividend by HWL, the Company will announce the record date for determination of entitlement to the special dividend it proposes to distribute to its shareholders and other details relating to such distribution. The distribution of the special dividend by HWL and the Company is expected to be conducted simultaneously.

The Transaction may or may not proceed to Completion and hence, the Company may or may not proceed to the distribution of a special dividend to its shareholders. Accordingly, the shareholders of the Company and potential investors are reminded to exercise caution when dealing in the securities of the Company. DEFINITIONS

In this announcement, the following expressions have the following meanings unless the context requires otherwise:
"A.S. Watson Holdings" A.S. Watson Holdings Limited, a limited liability company incorporated under the laws of the Cayman Islands; an indirect wholly owned subsidiary of HWL which will, on or before Completion, be the holding company of the Retail Division
"Board" the board of directors of the Company
"Company" Cheung Kong (Holdings) Limited, a company incorporated in Hong Kong with limited liability whose shares are listed on the Main Board of the Stock Exchange (Stock Code: 0001)
"Completion" the completion of the Transaction subject to and in accordance with the terms and conditions of the Subscription Agreement
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"HIL" Hutchison International Limited, a limited liability company incorporated under the laws of Hong Kong, and a direct wholly owned subsidiary of HWL
"HWL" Hutchison Whampoa Limited, a company incorporated in Hong Kong with limited liability whose shares are listed on the Main Board of the Stock Exchange (Stock Code: 0013)
"HWL Announcement" an announcement issued by HWL on 21st March, 2014 in respect of the Transaction
"HWL Group" HWL and its subsidiaries (excluding A.S. Watson Holdings and its subsidiaries)
"Investor" Mayon Investments Pte Limited, a wholly owned subsidiary of
Temasek
"Listing Rules" Rules Governing the Listing of Securities on the Stock
Exchange
"PRC" the People's Republic of China

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"Retail Division" the retail division of HWL consisting of the A.S. Watson group of companies and excluding the Marionnaud business, being the luxury perfumeries and cosmetics retail business under the Marionnaud brand currently operating in France, Switzerland, Italy, Austria, Spain, Czech Republic, Hungary and other Central European countries
"SFO" the Securities and Futures Ordinance
"Share(s)" ordinary share(s) in the capital of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Subscription Agreement" the subscription agreement dated 21st March, 2014 entered into between HIL, the Investor and A.S. Watson Holdings in connection with the subscription by the Investor of the Subscription Shares
"Subscription Shares" the number of fully paid shares in the issued share capital of A.S. Watson Holdings that would immediately post-issue represent 24.95% of the entire issued share capital of A.S. Watson Holdings (on a fully diluted basis)
"Temasek" Temasek Holdings (Private) Limited, a limited liability company incorporated under the laws of the Republic of Singapore
"Transaction" the subscription for an indirect equity interest of 24.95% in A.S.
Watson Holdings by Temasek pursuant to the Subscription
Agreement
By Order of the Board

CHEUNG KONG (HOLDINGS) LIMITED Eirene Yeung

Company Secretary

Hong Kong, 21st March, 2014

The Directors (Note) of the Company as at the date of this announcement are Mr. LI Ka-shing (Chairman), Mr. LI Tzar Kuoi, Victor (Managing Director and Deputy Chairman), Mr. KAM Hing Lam (Deputy Managing Director), Mr. IP Tak Chuen, Edmond (Deputy Managing Director), Mr. CHUNG Sun Keung, Davy, Ms. PAU Yee Wan, Ezra, Ms. WOO Chia Ching, Grace and Mr. CHIU Kwok Hung, Justin as Executive Directors; Mr. LEUNG Siu Hon, Mr. FOK Kin Ning, Canning, Mr. Frank John SIXT, Mr. CHOW Kun Chee, Roland, Mr. George Colin MAGNUS and Mr. LEE Yeh Kwong, Charles as Non-executive Directors; and Mr. KWOK Tun-li, Stanley, Mr. YEH Yuan Chang, Anthony, Mr. Simon MURRAY, Mr. CHOW Nin Mow, Albert, Ms. HUNG Siu-lin, Katherine, Dr. WONG Yick-ming, Rosanna (also Alternate Director to Mr. Simon MURRAY) and Mr. CHEONG Ying Chew, Henry as Independent Non-executive Directors.

Note: Other than Chairman, Managing Director and Deputy Managing Directors, order by date of appointment, and in the case of Non-executive Directors ("NED") / Independent Non-executive Directors ("INED"), order by date of appointment as NED / INED.

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