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CTF Services Limited Capital/Financing Update 2025

Jan 19, 2025

49372_rns_2025-01-19_28b20b21-4819-4891-b8c3-3c3b83209320.pdf

Capital/Financing Update

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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 is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy hereof may be taken into or distributed in the United States.

The information contained in this announcement is not for distribution, directly or indirectly, in or into the United States. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The New Shares and the Bonds mentioned herein have not been, and will not be, registered under the Securities Act, and may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act. No public offering of the New Shares or the Bonds will be made in the United States.

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周大福創建有限公司

CTF Services Limited

(incorporated in Bermuda with limited liability)

(stock code: 00659)

OVERSEAS REGULATORY ANNOUNCEMENT

This overseas regulatory announcement is issued by CTF Services Limited (the "Company") pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Reference is made to the announcement of the Company dated 15 January 2025 (the "Announcement") in relation to the proposed issue of HK$780,000,000 4.00 per cent. convertible bonds due 2025 by the Company (the "Proposed Issue"). Unless otherwise defined, capitalised terms herein shall have the same meanings as those defined in the Announcement.

The Board would like to draw the attention of its Shareholders and potential investors to the attached announcement published on the website of the Vienna Stock Exchange on 17 January 2025, in relation to the approval by the Vienna Stock Exchange for the admittance to listing of, and trading in, the Bonds on the Vienna MTF operated by the Vienna Stock Exchange. The first trading day of the Bonds is expected to be on 22 January 2025.


The completion of the subscription and issuance of the Bonds is subject to the satisfaction and/or waiver of the conditions precedent contained in the Subscription Agreement. In addition, the Subscription Agreement may be terminated under certain circumstances. Please refer to the section headed "The Subscription Agreement" in the Announcement for further information. As the issue of the Bonds may or may not complete, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

By order of the Board

CTF Services Limited

Tang Wai Yau

Company Secretary

Hong Kong, 17 January 2025

As at the date of this announcement, (a) the executive directors of the Company are Dr. Cheng Kar Shun, Henry, Mr. Cheng Chi Ming, Brian, Mr. Ho Gilbert Chi Hang, Mr. Lam Jim and Mr. Cheng Chi Leong, Christopher; (b) the non-executive directors of the Company are Mr. William Junior Guilherme Doo (alternate director to Mr. William Junior Guilherme Doo: Mr. Lam Wai Hon, Patrick) and Mr. Tsang On Yip, Patrick; and (c) the independent non-executive directors of the Company are Mr. Shek Lai Him, Abraham, Mr. Lee Yiu Kwong, Alan, Mrs. Oei Wai Chi Grace Fung, Mr. Wong Kwai Huen, Albert, Professor Chan Ka Keung, Ceajer and Ms. Ng Yuen Ting, Yolanda.

2


wiener boerse

169. Veröffentlichung

des Börseunternehmens Wiener Börse AG vom 17. Jänner 2025

Listing

Vienna MTF

First trading day: 22 January 2025

Issuer Details

issuer CTF Services Limited
Listing of instruments Vienna Stock Exchange approved the securities for admittance to listing and trading
on 17 January 2025

Securities

XS2982940103 HKD 780,000,000 4.00 per cent. Convertible Bonds due 2025

XETRA Trading details

Trading system XETRA® T7
Quotation type Quotation in percentage
Quotation Flat quotation (dirty price)
Trading procedure Xetra Auction Only
XETRA® Market Group BMNQ
CCP eligible No
Market segment corporates standard
Qualified investor Segment Yes

The requirements of the Stock Exchange Act regarding the formal admission of financial instruments to trading on a regulated market and the obligations of issuers on a regulated market do not apply to financial instruments traded on the Vienna MTF. However, the obligations defined in Article 17 (Public Disclosure of Inside Information), Article 18 (Insider Lists) and Article 19 (Managers' Transactions) of the Market Abuse Regulation (Regulation (EU) No. 596/2014) do apply in conjunction with § 155 para. 1 nos. 2 to 4 and § 119 para. 4 of the Austrian Stock Exchange Act 2018, as well as the bans imposed by Article 14 (Prohibition of Insider Dealing and of Unlawful Disclosure of Inside Information) and Article 15 (Prohibition of Market Manipulation) of the Market Abuse Regulation (Regulation (EU) No. 596/2014) in conjunction with §§ 154, § 163 and § 164 of the Austrian Stock Exchange Act 2018. However, the above mentioned obligations for financial instruments traded on the Vienna MTF are only applicable if the issuer has submitted an application for inclusion in trading of the financial instrument or has approved it. It is hereby pointed out that there may be differences with respect to financial instruments of foreign issuers trading on the Vienna MTF as compared to financial instruments of Austrian issuers included in the Vienna MTF. These differences may concern the following (this is not an exhaustive list): property law aspects (the rights of the buyer regarding financial instruments held in safe custody abroad, for example), the delivery or settlement of financial instruments, differences with respect to company law (e.g. voting rights and dividend rights) and also other aspects such as taxation.

  1. Veröffentlichung der Wiener Börse AG vom 17. Jänner 2025