CK Asset : DISCLOSEABLE AND CONNECTED TRANSACTION AND CONDITIONAL CASH OFFER TO BUY-BACK SHARES - POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING AND FULFILLMENT OF OFFER CONDITIONS OF THE SHARE BUY-BACK OFFER

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.

This announcement has been prepared pursuant to, and in order to comply with, the Listing Rules, the Takeovers Code and the Share Buy-backs Code. This announcement is for information purposes only and does not constitute an offer to acquire, purchase or subscribe for any securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to buy, sell or subscribe for any securities.

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

CK ASSET HOLDINGS LIMITED

長江實業集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1113)

1. DISCLOSEABLE AND CONNECTED TRANSACTION AND SPECIAL DEAL RELATING TO THE PROPOSED ACQUISITION OF

THE TARGET HOLDCOS

IN CONSIDERATION FOR THE ISSUE OF CONSIDERATION SHARES

UNDER A SPECIFIC MANDATE

1. CONDITIONAL CASH OFFER BY HSBC ON BEHALF OF THE COMPANY TO BUY-BACK UP TO 380,000,000 SHARES AT HK$51.00 PER SHARE
2. 1. APPLICATION FOR THE WHITEWASH WAIVER

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING

HELD ON 13 MAY 2021

AND

FULFILLMENT OF OFFER CONDITIONS OF THE SHARE BUY-BACK OFFER

Financial Adviser to the Company

Independent Financial Adviser to the Independent Shareholders and

the Independent Board Committee

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The Board is pleased to announce that the respective ordinary resolutions as set out in the notice of the EGM to approve, among others, the Proposed Acquisition, the Share Buy-Back Offer and the Whitewash Waiver were duly passed by the Independent Shareholders by way of poll at the EGM held on Thursday, 13 May 2021.

As all the Offer Conditions have been fulfilled, the Share Buy-back Offer has become unconditional in all respects on Thursday, 13 May 2021 and will remain open for acceptance until 4:00 p.m. (Hong Kong time) on Thursday, 27 May 2021.

All Qualifying Shareholders may accept the Share Buy-back Offer irrespective of whether they voted for or against it in the EGM. Independent Shareholders are advised to read the Circular and Offer Document carefully, including the recommendation from the Independent Board Committee, before deciding whether or not to accept the Share Buy-back Offer. Shareholders and potential investors are advised to exercise caution when dealing in the Shares and should consult their professional advisers when in doubt.

Reference is made to (i) the announcements published by CK Asset Holdings Limited (the "Company") dated 18 March 2021, 8 April 2021, 14 April 2021 and 27 April 2021; and (ii) the circular and the offer document dated 27 April 2021 issued by the Company (the "Circular and Offer Document") in relation to the Proposal. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Circular and Offer Document.

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POLL RESULTS OF THE EGM

The poll results in respect of the resolutions proposed at the Extraordinary General Meeting (the "EGM") of the Company held on Thursday, 13 May 2021 are as follows:

• The full text of resolutions is set out in the notice of the EGM.

As at the date of the EGM, the issued share capital of the Company was 3,693,400,500 Shares. In accordance with the Listing Rules and the Takeovers Code and as disclosed in the Circular and Offer Document, (i) the Controlling Shareholder Group, (ii) Mr. Kam Hing Lam and Mr. Ip Tak Chuen, Edmond, (iii) CK Asset Provident Fund,

1. the LKSF Directors and (v) relevant members of the HSBC Group (including INKA and HSTE) which were restricted from voting at the EGM under the Takeovers Code were required to, and did, abstain from voting on the above resolutions at the EGM. Therefore, the total number of Shares entitling the Independent Shareholders to attend and vote on the above resolutions proposed at the EGM was 2,344,913,103 Shares (which included the Shares owned by connected exempt principal traders within the HSBC Group, who are not presumed to be parties acting in concert with the Company and/or LKSF under the Takeovers Code, but whose Shares were restricted from being voted at the EGM in accordance with the requirements of Rule 35.4 of the Takeovers Code).

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Save as disclosed above, there were no Shares entitling the Shareholders to attend the EGM where such Shareholders were required to abstain from voting in favour of the above resolutions at the EGM pursuant to Rule 13.40 of the Listing Rules, and no Shareholders were required to abstain from voting at the EGM under the Listing Rules or the Takeovers Code nor did any person state any intention in the Circular and Offer Document to vote against, or to abstain from voting on, the above resolutions at the EGM.

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

GRANT OF THE WHITEWASH WAIVER

On 12 May 2021, the Executive granted the Whitewash Waiver, subject to:

1. the Whitewash Waiver having been approved by at least 75% of the votes cast by the Independent Shareholders either voting in person or by proxy by way of poll at the EGM;
2. the Proposed Acquisition and the Share Buy-back Offer having been approved by more than 50% of the votes cast by the Independent Shareholders either voting in person or by proxy by way of poll at the EGM; and
3. unless the Executive gives prior consent and save for the issuance of the Consideration Shares, no acquisition or disposal of voting rights being made by LKSF and persons acting in concert with it between the announcement of the Proposed Acquisition and the Share Buy-back Offer and the completion of the Proposed Acquisition and the Share Buy-back Offer.

As at the date of this announcement, the aforementioned conditions (i) and (ii) have been fulfilled. Accordingly, subject to fulfilment of condition (iii) as mentioned above, LKSF will not be required to make a mandatory general offer for all the Shares not already owned or agreed to be acquired by the Controlling Shareholder Group as a result of the Proposed Acquisition and the Share Buy-back Offer.

FULFILLMENT OF OFFER CONDITIONS OF THE SHARE BUY-BACK OFFER

As disclosed in the Circular and Offer Document, the Share Buy-back Offer is subject to the Offer Conditions being fulfilled in full. As all the Offer Conditions have been fulfilled, the Share Buy-back Offer has become unconditional in all respects on Thursday, 13 May 2021 and will remain open for acceptance until 4:00 p.m. (Hong Kong time) on Thursday, 27 May 2021.

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EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The table below shows the Company's existing shareholding structure and the shareholding structure assuming (i) completion of the issue of the Consideration Shares;

1. no Shares are bought-back pursuant to the Share Buy-back Proposal; and (iii) no Shares other than the Consideration Shares are issued from the Latest Practicable Date up to and including the date of completion of the Proposal:

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