Power Assets : Connected Transaction and Discloseable Transaction - 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

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 adviser.

If you have sold or transferred all your shares in Power Assets Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or 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 Hong Kong with limited liability Stock Code: 6

A letter from the Board to the Shareholders is set out on pages 11 to 31 of this circular. A letter from the Independent Board Committee containing its advice and recommendation to the Independent Shareholders in relation to the Joint Venture Transaction is set out on page 32 of this circular. A letter from the Independent Financial Adviser containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders in relation to the Joint Venture Transaction is set out on pages 33 to 62 of this circular.

A notice convening the General Meeting to be held on Tuesday, 14 March 2017 at 2:15 p.m. at the Grand Ballroom, 1st Floor, Harbour Grand Kowloon, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong is set out on pages 69 to 70 of this circular. A form of proxy for use at the General Meeting is enclosed. Whether or not you are able to attend the General Meeting or any adjournment thereof, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit it at the Company's registered office at Rooms 1913-1914, 19th Floor, Hutchison House, 10 Harcourt Road, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for holding the General Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the General Meeting or any adjournment thereof if you so wish.

A transportation guide to Harbour Grand Kowloon is despatched to Shareholders together with this circular. Shareholders may also access the Company's website at www.powerassets.com under 'What's New' > 'Notice of General Meeting' to view the transportation guide.

In case of inconsistency between the Chinese version and the English version of this circular, the English version will prevail.

22 February 2017

This circular has been posted in both the English and Chinese languages on the Company's website at www.powerassets.com. If, for any reason, Shareholders who have chosen (or are deemed to have consented) to receive corporate communications through the Company's website have difficulty in gaining access to this circular, they may request that a printed copy of this circular be sent to them free of charge by mail.

Shareholders may at any time choose to receive all future corporate communications either in printed form or through the Company's website, by writing to the Company at Rooms 1913-1914, 19th Floor, Hutchison House, 10 Harcourt Road, Hong Kong or to the share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or by emailing to the Company's email address at mail@powerassets.com.

Page

1. Introduction 11

2. Joint Venture Transaction 12

3. Scheme Implementation Agreement 20

4. Information on the Target Group 26

5. Information on the CKPH Group 28

6. Information on the CKI Group 28

7. Information on the Group 28

8. Reasons for and benefits of the Joint Venture Transaction 28

9. Implications under the Listing Rules 29

10. General Meeting and voting 29

11. Recommendations 30

12. Further information 31

- i -

In this circular, the following expressions have the meanings set out below unless the context requires otherwise:

"Acquisition" the proposed acquisition of all of the Target Securities on issue from the Target Securityholders by way of the Schemes to be carried out concurrently with one another

"Announcement" the joint announcement of CKPH, CKHH, CKI and the Company dated 16 January 2017 in relation to the Joint Venture Transaction and the Acquisition

"Approval Determination Date" the date on which the meetings of shareholders are

convened to consider the Independent Shareholders'

Approvals

"associate" has the meaning ascribed to such term in the Listing Rules

"ASX" the Australian Securities Exchange

"AUD" Australian dollars, the official currency of Australia

"Australia Holdco" CK William Australia Holdings Pty Ltd, a direct

wholly-owned subsidiary of JV Co and a company incorporated under the laws of Australia with limited liability

"Bidco" CK William Australia Bidco Pty Ltd, an indirect wholly-owned subsidiary of JV Co and a company incorporated under the laws of Australia with limited liability

"Board" the board of Directors

"business day(s)" a day other than a Saturday, Sunday, public holiday or bank holiday in Hong Kong, Sydney, Australia and London, United Kingdom and on which the Stock Exchange and the ASX are open for business of dealing in securities

"CKHH" CK Hutchison Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1)

- 1 -