Cheung Kong Infrastructure : Poll Results Of The Special General Meeting - Formation Of A Joint Venture In Connection With The Proposed Acquisition Of All Of The Stapled Securities In Issue Of The Target Which Are Listed On The Australian Securities Exchange By Way Of Schemes (PDF)

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)

(Incorporated in Bermuda with limited liability)

(Stock Code: 1038)

(Incorporated in Hong Kong with limited liability)

(Stock Code: 6)

The CKPH Board announces that the Independent Shareholders' Approval of CKPH has been obtained at the CKPH EGM.

The CKI Board announces that the Independent Shareholders' Approval of CKI has been obtained at the CKI SGM.

The PAH Board announces that the Independent Shareholders' Approval of PAH has been obtained at the PAH General Meeting.

The CKPH Board, the CKI Board and the PAH Board jointly announce that as the Independent Shareholders' Approvals of each of CKPH, CKI and PAH were obtained, the Joint Venture Transaction will proceed between CKPH, CKI and PAH on the basis that they will indirectly hold the Target as to 40%, 40% and 20%, respectively, subject to the Schemes becoming effective.

Reference is made to the joint announcement of CKPH, CKHH, CKI and PAH dated 16 January 2017 in relation to the Joint Venture Transaction and the Acquisition ("Announcement"). Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

The CKPH Board announces that the poll results in respect of the resolution proposed at the extraordinary general meeting of CKPH held on 14 March 2017 ("CKPH EGM") are as follows:

Note:

1. For the full text of the resolution, please refer to the notice of the CKPH EGM dated 22 February 2017.

   As at the date of the CKPH EGM, the total number of CKPH shares in issue was 3,800,194,500 shares.

   As at the date of the CKPH EGM, each of Mr. Li Ka-shing, Mr. Li Tzar Kuoi, Victor and the relevant entities under the Trust (as defined in the circular of CKPH dated 22 February 2017) and their respective associates which together hold 1,164,801,060 CKPH shares representing approximately 30.65% of the total issued share capital of CKPH were required to abstain, and had so abstained, from voting on the resolution at the CKPH EGM. The total number of CKPH shares entitling the holders to attend and vote in respect of the resolution at the CKPH EGM was 2,635,393,440 shares. Save as disclosed above, no CKPH shareholder was required under the Listing Rules to abstain from voting on the resolution at the CKPH EGM.

   There were no CKPH shares entitling the holders thereof to attend and abstain from voting in favour of the resolution at the CKPH EGM pursuant to Rule 13.40 of the Listing Rules.

   Computershare Hong Kong Investor Services Limited, the Hong Kong Share Registrar of CKPH, acted as scrutineer for the poll at the CKPH EGM.

   POLL RESULTS OF THE SPECIAL GENERAL MEETING OF CKI

   The CKI Board announces that the poll results in respect of the resolution proposed at the special general meeting of CKI held on 14 March 2017 ("CKI SGM") are as follows:

   RESOLUTION(Note2)	NO. OF VOTES (approximate %)
   	FOR	AGAINST
   To approve the connected transaction that is contemplated between CKPH and CKI pursuant to, or in connection with, the Consortium Formation Agreement, including, but not limited to, the formation of a consortium between CKPH, CKI and (if applicable) PAH in relation to the Joint Venture Transaction.	338,084,998 (99.991127%)	30,002 (0.008873%)
   As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution of CKI.

   Note:

2. For the full text of the resolution, please refer to the notice of the CKI SGM dated 22 February 2017.

   As at the date of the CKI SGM, the total number of CKI shares in issue was 2,650,676,042 shares.

   As at the date of the CKI SGM, CKHH (through its wholly-owned subsidiaries), the relevant entities under the Trust (as defined in the circular of CKI dated 22 February 2017) and Mr. Li Tzar Kuoi, Victor's family member hold 1,906,681,945 shares, 5,428,000 shares and 227,000 shares in CKI, respectively (representing approximately 71.93%, 0.2% and 0.01% of the issued share capital of CKI, respectively). CKHH's subsidiaries, the relevant entities under the Trust (as defined in the circular of CKI dated 22 February 2017) and Mr. Li Tzar Kuoi, Victor and his associates abstained from voting on the resolution at the CKI SGM. As such, the total number of CKI shares entitling the holders to attend and vote in respect of the resolution at the CKI SGM was 738,339,097 shares. Save as disclosed above, no CKI shareholder was required under the Listing Rules to abstain from voting on the resolution at the CKI SGM.

   As stated in the announcement of CKI dated 23 February 2016, for so long as OVPH Limited ("OVPH") holds the 131,065,097 CKI shares which CKI issued to OVPH on 2 March 2016, OVPH will not exercise the voting rights attached thereto. As such, at the CKI SGM, OVPH did not exercise the voting rights attached to 131,065,097 CKI shares it held as at the date of the CKI SGM.

   There were no CKI shares entitling the holders thereof to attend and abstain from voting in favour of the resolution at the CKI SGM pursuant to Rule 13.40 of the Listing Rules.

   Computershare Hong Kong Investor Services Limited, the branch share registrar of CKI, acted as scrutineer for the poll at the CKI SGM.

   POLL RESULTS OF THE GENERAL MEETING OF PAH

   The PAH Board announces that the poll results in respect of the resolution proposed at the general meeting of PAH held on 14 March 2017 ("PAH General Meeting") are as follows:

   RESOLUTION(Note3)	NO. OF VOTES (approximate %)
   	FOR	AGAINST
   To approve the connected transaction that is contemplated between CKPH (or, CKPH and CKI) on the one hand and PAH on the other hand pursuant to, or in connection with, the Consortium Formation Agreement, including, but not limited to, the formation of a consortium between CKPH, CKI (if applicable) and PAH in relation to the Joint Venture Transaction.	636,567,047 (99.792614%)	1,322,892 (0.207386%)
   As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution of PAH.

   Note:

3. For the full text of the resolution, please refer to the notice of the PAH General Meeting dated 22 February 2017.

As at the date of the PAH General Meeting, the total number of PAH shares in issue was 2,134,261,654 shares.

As at the date of PAH General Meeting, CKI and its associates which together hold 829,599,612 PAH shares representing approximately 38.87% of the total number of shares of PAH in issue were required to abstain, and had so abstained, from voting on the resolution at the PAH General Meeting. As such, the total number of PAH shares entitling the holders to attend and vote in respect of the resolution at the PAH General Meeting was 1,304,662,042 shares. Save as disclosed above, no PAH shareholder was required under the Listing Rules to abstain from voting on the resolution at the PAH General Meeting.

There were no PAH shares entitling the holders thereof to attend and abstain from voting in favour of the resolution at the PAH General Meeting pursuant to Rule 13.40 of the Listing Rules.

Computershare Hong Kong Investor Services Limited, the share registrar of PAH, acted as scrutineer for the poll at the PAH General Meeting.

The CKPH Board, the CKI Board and the PAH Board jointly announce that as the Independent Shareholders' Approvals of each of CKPH, CKI and PAH were obtained, the Joint Venture Transaction will proceed between CKPH, CKI and PAH on the basis that they will indirectly hold the Target as to 40%, 40% and 20%, respectively, subject to the Schemes becoming effective.

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