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COMBINED CORPORATE GOVERNANCE REPORT

STRUCTURE OF THE TRUST GROUP AND THE

SHARE STAPLED UNITS

The Trust, managed by the Trustee-Manager, was

constituted under the laws of Hong Kong on 1 January 2014

by the Trust Deed. The Trustee-Manager, as the

trustee-manager of the Trust, holds the legal interests in

the ordinary shares of the Company whilst the beneficial

interests in such ordinary shares form a component of

the Share Stapled Units. Each Share Stapled Unit is jointly

issued by the Trust and the Company and is a combination

of: (a) a unit in the Trust; (b) the beneficial interest in a

specifically identified ordinary share of the Company linked

to the unit and held by the Trustee-Manager as legal owner

in its capacity as trustee-manager of the Trust; and (c) a

specifically identified preference share of the Company

stapled to the unit. The chart on page 39 is a simplified

version of the structure of the Trust Group and the Share

Stapled Units.

The Trust and the Company are both listed on the Main

Board of the Stock Exchange, and are subject to the

provisions of the Listing Rules. Pursuant to the Trust Deed,

the Trustee-Manager is responsible for compliance by the

Trust with the Listing Rules applicable to the Trust and other

relevant laws and regulations, the Company is responsible

for compliance by the Company with the Listing Rules

applicable to the Company and other relevant laws and

regulations, and each of the Trustee-Manager and the

Company will co-operate with each other to ensure that

each party complies with the Listing Rules obligations and to

co-ordinate disclosure to the Stock Exchange.

The Boards of the Trustee-

Manager and the Company

present their corporate

governance report on a

combined basis for the year

ended 31 December 2016.

38

HK ELECTRIC INVESTMENTS