CTF Services Limited — Board/Management Information 2022

Sep 30, 2022

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.

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(incorporated in Bermuda with limited liability)

(stock code: 00659)

CHANGE OF DIRECTORS AND MEMBERS OF BOARD COMMITTEES

The Board announces the following changes in directors of the Company and members of the board committees of the Company:

• (a) the retirement by rotation of Mr. Kwong Che Keung, Gordon as an independent non-executive director of the Company at the 2022 AGM (as defined below) and therefore Mr. Kwong will cease to be an independent non-executive director of the Company and the chairman and member of the Audit Committee (as defined below), all with effect from the conclusion of the 2022 AGM;

• (b) the appointment of Ms. Ng Yuen Ting, Yolanda as an independent non-executive director of the Company and a member of the Sustainability Committee (as defined below) with effect from 1 December 2022; and

• (c) the appointment of Professor Chan Ka Keung, Ceajer, as the chairman of the Audit Committee (as defined below) with effect from the conclusion of the 2022 AGM.

The board of directors (the “Board”) of NWS Holdings Limited (the “Company”, together with its subsidiaries, the “Group”) announces the following changes in directors of the Company and members of the board committees of the Company:

• (a) the retirement by rotation of Mr. Kwong Che Keung, Gordon (“Mr. Kwong”) as an independent non-executive director of the Company at the annual general meeting of the Company to be held on 21 November 2022 (the “2022 AGM”) and therefore Mr. Kwong will cease to be an independent non-executive director of the Company and the chairman and member of the Audit Committee of the Company (the “Audit Committee”), all with effect from the conclusion of the 2022 AGM;

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• (b) the appointment of Ms. Ng Yuen Ting, Yolanda as an independent non-executive director of the Company and a member of the Sustainability Committee of the Company (the “Sustainability Committee”) with effect from 1 December 2022; and

• (c) the appointment of Professor Chan Ka Keung, Ceajer, who is an independent non-executive director of the Company and a member of the Audit Committee, as the chairman of the Audit Committee with effect from the conclusion of the 2022 AGM.

APPOINTMENT OF DIRECTOR

Personal details of Ns. Ng Yuen Ting, Yolanda are set out as follows:

Ms. Ng Yuen Ting, Yolanda, MH

Ms. Ng Yuen Ting, Yolanda (“Ms. Ng”), aged 47, has been the Director of Advocacy and community outreach of an international non-governmental organization since 1 July 2021. She is also a media veteran and multi-channel network (MCN) incubator, and holds a number of public service positions.

Ms. Ng is currently a board member of the West Kowloon Cultural District Authority (“WKCDA”) and the Hong Kong Palace Museum and chair the WKCDA’s Working Group on Youth and Community Engagement. She is also Co-Chairperson of the Cultural and Art Committee of Hong Kong Women Professionals and Entrepreneurs Association, Advisor for Our Hong Kong Foundation, General Secretary of Cultural Power and a member of the Hong Kong Public Governance Association. Ms. Ng served as a Wan Chai District councilor for 12 years from 2008-2019 and was Chairperson of the Cultural and Sports Committee of the Wan Chai District Council.

Ms. Ng is an active member of the creative and media industries and at present a programme host of Radio Television Hong Kong (“RTHK”). Previously she was a journalist, a programme host, and playwright for radio drama and new media programmes. Ms. Ng hosted various current affairs programmes on RTHK and HK Open TV. Her numerous published works cover such contemporary themes as women’s societal and community engagement, memoirs and culture of Hong Kong and social issues of teenage pregnancy.

Ms. Ng confirmed that she meets the independence criteria as set out in Rule 3.13 of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). She does not hold any position with the Company or other members of the Group as at the date of this announcement. Ms. Ng did not hold any directorship in other listed public companies in the three years preceding the date of this announcement.

Ms. Ng’s letter of appointment will provide for a fixed term of three years and she is also subject to the rotational retirement and re-election requirements at general meeting pursuant to the bye-laws of the Company. She is entitled to annual director’s fee of HK$300,000 and Sustainability Committee member’s fee of HK$50,000 plus meeting allowance of HK$8,000 for each of the Board meetings, committee meetings and general meetings attended, which are determined by the Board with the authorization granted by the shareholders of the Company at annual general meetings of the Company.

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Ms. Ng does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company. As at the date of this announcement, she does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Ms. Ng has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Save as disclosed in this announcement, there is no other information to be disclosed pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules nor are there any other matters that need to be brought to the attention of shareholders of the Company in relation to the appointment of Ms. Ng as an independent non-executive director of the Company.

Pursuant to the Company’s bye-laws, Ms. Ng shall retire at the next annual general meeting of the Company held after her appointment has become effective and may offer herself for re-election.

RETIREMENT BY ROTATION OF DIRECTOR

Mr. Kwong Che Keung, Gordon (“Mr. Kwong”) shall retire by rotation at the forthcoming 2022 AGM in accordance with the bye-laws of the Company and Mr. Kwong has indicated that he would not offer himself for re-election, after serving the Board for over 19 years, in order to devote more time to his other commitments. Accordingly, Mr. Kwong will cease to be an independent non-executive director of the Company and the chairman and a member of the Audit Committee with effect from the conclusion of the 2022 AGM.

Mr. Kwong has confirmed that he has no disagreement with the Board and there is no matter relating to his retirement by rotation that needs to be brought to the attention of the shareholders of the Company and the Stock Exchange in respect of the cessation of directorship of Mr. Kwong.

During his tenure of directorship in the Company, Mr. Kwong provides invaluable professional advices, recommendations and insights to the Board on various aspects, including but not limited to, financial reporting and management, corporate governance, risk management and internal control and internal audit. The Board would like to express its gratitude to Mr. Kwong for his invaluable contributions to the Company during his term of office.

The Company extends its warmest welcome to Ms. Ng Yuen Ting, Yolanda in joining the Board.

By order of the Board Dr. Cheng Kar Shun, Henry Chairman

Hong Kong, 30 September 2022

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As at the date of this announcement, (a) the executive directors of the Company are Dr. Cheng Kar Shun, Henry, Mr. Ma Siu Cheung, Mr. Ho Gilbert Chi Hang, Dr. Cheng Chi Kong, Adrian, Mr. Cheng Chi Ming, Brian and Mr. Cheng Chi Leong, Christopher; (b) the non-executive directors of the Company are Mr. To Hin Tsun, Gerald, Mr. Dominic Lai and Mr. William Junior Guilherme Doo (alternate director to Mr. William Junior Guilherme Doo: Mr. Lam Wai Hon, Patrick); and (c) the independent non-executive directors of the Company are Mr. Kwong Che Keung, Gordon, Mr. Shek Lai Him, Abraham, Mr. Lee Yiu Kwong, Alan, Mrs. Oei Fung Wai Chi, Grace, Mr. Wong Kwai Huen, Albert and Professor Chan Ka Keung, Ceajer.

• For identification purposes only

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