CTF Services Limited — M&A Activity 2023

Jul 25, 2023

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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ANNOUNCEMENT

PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE

This announcement is made by NWS Holdings Limited (the “ Company ”) pursuant to Rule 3.8 of The Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ”).

Reference is made to (i) the joint announcement published by Chow Tai Fook Enterprises Limited, Century Acquisition Limited, New World Development Company Limited and the Company dated 26 June 2023 (the “ Joint Announcement ”), (ii) the share option scheme adopted by the Company on 23 November 2021 (the “ NWS Share Option Scheme ”); and (iii) the announcements of the Company pursuant to Rule 3.8 of the Takeovers Code published on 27, 28 and 29 June 2023 and 4, 5, 6 and 20 July 2023. Unless otherwise defined, capitalized terms not defined herein shall have the same meanings ascribed to them in the Joint Announcement.

UPDATE ON THE NUMBER OF RELEVANT SECURITIES OF THE COMPANY

The Board announces that on 25 July 2023, 20,500 NWS Options granted under the NWS Share Option Scheme had been exercised and allotted pursuant to the rules of the NWS Share Option Scheme.

Details of all classes of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) issued by the Company and the numbers of such securities in issue and outstanding as at the date of this announcement are as follows:

• (a) a total of 3,910,519,849 NWS Shares in issue; and

• (b) a total of 84,441,650 NWS Options with rights to subscribe for an aggregate of 84,441,650 NWS Shares under the NWS Share Option Scheme.

As at the date of this announcement, other than the NWS Options and the NWS ADSs, the Company has no other outstanding securities, options, derivatives or warrants which are convertible or exchangeable into NWS Shares and the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code).

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DEALING DISCLOSURE

The respective associates (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company and the Offeror are hereby reminded to disclose their dealings in the relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company under Rule 22 of the Takeovers Code during the NWS Offer Period.

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

“Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities, including the NWS ADSs, on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates of an offeror or the offeree company and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities, including the NWS ADSs, should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

As the making of the NWS Offers by the Offeror is subject to the satisfaction or waiver of the Pre-Conditions, the NWS Offers are a possibility only and may or may not be made. Completion of the NWS Share Offer (if made) will be subject to the Conditions being satisfied or waived. Additionally, completion of the NWS Option Offer (if made) will be subject to and conditional upon the NWS Share Offer becoming or being declared unconditional in all respects. Shareholders and holders of options and other securities of and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company. Persons who are in doubt as to the action they should take, they should consult their stockbroker, bank manager, solicitor or other professional advisers.

By order of the Board Tang Wai Yau Company Secretary

Hong Kong, 25 July 2023

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

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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. 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.

All the directors of the Company jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

• For identification purposes only

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