CTF Services Limited — Capital/Financing Update 2022

Jul 25, 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)

GRANT OF SHARE OPTIONS

The Board announces that on 25 July 2022, share options carrying the rights to subscribe for a total of 85,978,050 new Shares were offered to be granted under the share option scheme of the Company at an exercise price of HK$7.83 per Share.

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”).

The board of directors (“ Board ”) of NWS Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) hereby announces that on 25 July 2022, share options (“ Options ”) carrying the rights to subscribe for a total of 85,978,050 new ordinary shares of HK$1.00 each of the Company (“ Share(s) ”) were offered to be granted under the share option scheme adopted by the Company on 23 November 2021. The offers will remain open for acceptance by the grantees for a period of 14 days from the date of offer and upon their acceptance the Options will be deemed to have been granted on the date of offer. Details of the Options offered to be granted are as follows:

Date of offer: 25 July 2022 Exercise price of Options HK$7.83 per Share, representing a price which is the highest of (i) the offered to be granted: closing price of the Shares of HK$7.78 as stated in the daily quotations sheet of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) on 25 July 2022; (ii) the average closing price of the Shares in the daily quotations sheets of the Stock Exchange for the five business days immediately preceding 25 July 2022, being HK$7.83; and (iii) the nominal value of the Shares, being HK$1.00.

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Total number of Options offered to be granted:

85,978,050 Options, each entitling its holder to subscribe for one new Share

Closing price of the Shares HK$7.78 per Share on the date of offer:

Validity period of the Options:

• (a) 15% of the Options are exercisable during the period from 25 August 2022 to 24 July 2032 (both days inclusive).

• (b) 15% of the Options are exercisable during the period from 25 July 2023 to 24 July 2032 (both days inclusive).

• (c) 20% of the Options are exercisable during the period from 25 July 2024 to 24 July 2032 (both days inclusive).

• (d) 50% of the Options are exercisable during the period from 25 July 2025 to 24 July 2032 (both days inclusive).

Among the total 85,978,050 Options offered to be granted, 57,532,650 Options were offered to be granted to the directors of the Company as follows:

Name of Directors

• Dr. Cheng Kar Shun, Henry Mr. Ma Siu Cheung

• Mr. Ho Gilbert Chi Hang

• Dr. Cheng Chi Kong, Adrian

Mr. Cheng Chi Ming, Brian

• Mr. Cheng Chi Leong, Christopher Mr. To Hin Tsun, Gerald

• Mr. Dominic Lai

• Mr. William Junior Guilherme Doo

• 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 Professor Chan Ka Keung, Ceajer

Total:

PositionChairman and executive directorExecutive director and chief executive officerExecutive director and chief operating officerExecutive directorExecutive directorExecutive directorNon-executive directorNon-executive directorNon-executive directorIndependent non-executive directorIndependent non-executive directorIndependent non-executive directorIndependent non-executive directorIndependent non-executive directorIndependent non-executive director

Number ofOptions offeredto be granted10,990,0007,693,0007,418,2505,495,0006,868,7506,868,750769,300769,300769,3001,648,5001,648,5001,648,5001,648,5001,648,5001,648,50057,532,650

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In accordance with Rule 17.04(1) of the Listing Rules, the offer of Options to each of the above directors (including the chief executive) had been approved by the independent non-executive directors of the Company, save that each of the independent non-executive directors of the Company had abstained from approving the resolutions relating to the grant of Options to himself/herself. The offer of Options to each of the abovementioned directors had also been approved by all the independent nonexecutive directors of New World Development Company Limited, the Company’s holding company, by means of written resolutions.

Save as disclosed above, none of the other grantees of the Options is a director, chief executive or substantial shareholder of the Company, nor an associate (as defined under the Listing Rules) of any of them.

The allocation of the Options to the directors of the Company and other grantees (which are approximately 250 in number and are employees of the Group that are primarily of manager grade or above) is generally determined by reference to their respective position, grade and level of previous and expected contributions.

The purpose of the grant of the Options is to reward directors and employees of the Group for their previous contributions in leading and managing the business of the Group over the recent years, especially under the challenging operational environment impacted by the COVID-19 pandemic which resulted in global economic slowdown, and to incentivize the contributions expected from them the way going forward. As the Group continues to manage its business and operations to combat these challenges and devise and implement strategies to diversify and modernize our business focus alongside changes and advancements in industries, markets and economies in general, it is of utmost importance that the incentives of our key personnel are tied with the future growth and improvement in the Group’s overall business and financial performance.

By order of the Board Tang Wai Yau Company Secretary

Hong Kong, 25 July 2022

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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