CTF Services Limited — M&A Activity 2023

Jul 17, 2023

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

This joint announcement appears for information purposes only and is not intended to and does not constitute, or form part of, any offer to purchase or subscribe for or an invitation to purchase or subscribe for any securities of NWS or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of NWS in any jurisdiction in contravention of applicable law or regulation. This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

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----- Start of picture text ----- Chow Tai Fook Enterprises Limited(incorporated in Hong Kong with limited liability)Century Acquisition Limited----- End of picture text -----

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(incorporated in Bermuda with limited liability) (stock code: 00659)

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----- Start of picture text ----- (incorporated in the British Virgin Islands with limited liability)----- End of picture text -----

JOINT ANNOUNCEMENT

PRE-CONDITIONAL VOLUNTARY GENERAL CASH OFFERS BY THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, BOCI ASIA LIMITED AND ING BANK N.V. ON BEHALF OF THE OFFEROR TO ACQUIRE ALL THE ISSUED SHARES OF NWS (OTHER THAN THOSE ALREADY BENEFICIALLY OWNED BY THE CTFH GROUP) AND TO CANCEL ALL THE OUTSTANDING SHARE OPTIONS OF NWS

EXTENSION OF TIME FOR DESPATCH OF THE COMPOSITE DOCUMENT

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----- Start of picture text ----- Sole Structuring Adviser andJoint Financial Adviser to Joint Financial Adviser to Joint Financial AdviserCTFE and the Offeror CTFE and the Offeror to CTFE and the OfferorThe Hongkong and Shanghai BOCI Asia Limited ING Bank N.V.Banking Corporation LimitedFinancial Adviser to NWS Independent Financial Adviser to NWSUBS AG Hong Kong Branch Quam Capital Limited----- End of picture text -----

Reference is made to the joint announcement dated 26 June 2023 (‘‘Announcement’’) jointly issued by Chow Tai Fook Enterprises Limited, Century Acquisition Limited (‘‘Offeror’’), NWS Holdings Limited (‘‘NWS’’) and New World Development Company Limited in relation to, among others, the pre-conditional voluntary general cash offers by

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The Hongkong and Shanghai Banking Corporation Limited, BOCI Asia Limited and ING Bank N.V. on behalf of the Offeror to acquire all the issued shares of NWS (other than those already beneficially owned by the CTFH Group) and to cancel all the outstanding share options of NWS. Capitalised terms used herein shall have the same meanings as defined in the Announcement unless the context requires otherwise.

EXTENSION OF TIME FOR DESPATCH OF THE COMPOSITE DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, unless the Executive’s consent is obtained, the Composite Document shall be despatched to the NWS Shareholders within 21 days from the Announcement Date, i.e. on or before 17 July 2023.

As disclosed in the Announcement, the making of the NWS Offers is subject to the satisfaction or waiver (where applicable) of the Pre-Conditions. As additional time is required for satisfying the Pre-Conditions, an application was made to the Executive and the Executive has granted its consent under Note 2 to Rule 8.2 of the Takeovers Code to extend the latest time for the despatch of the Composite Document to (i) the date which is 7 days after the satisfaction or waiver (where applicable) of the Pre-Conditions; or (ii) 2 January 2024 (which is 7 days after 26 December 2023, with 26 December 2023 being the Long Stop Date subject to any later date as CTFE and the Offeror may agree), whichever is earlier.

A detailed timetable for the NWS Offers will be set out in the Composite Document and in the announcement to be jointly issued by the Offeror and NWS upon the despatch of the Composite Document.

WARNING

As the making of the NWS Offers is subject to the satisfaction or waiver of the PreConditions, 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 in NWS should therefore exercise caution when dealing in the securities of NWS. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

• For identification purposes only

By order of the CTFE Board Chow Tai Fook Enterprises Limited Dr. Cheng Kar Shun, Henry Director

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

By order of the Offeror Board Century Acquisition Limited Mr. Tsang On Yip, Patrick Director

Hong Kong, 17 July 2023

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As at the date of this joint announcement:

• (a) (i) the Offeror is wholly-owned by CTFE, which is beneficially wholly-owned by CTFH, which is held as to 81.03% by CTFC, which is in turn held as to 48.98% by Cheng Yu Tung Family (Holdings) Limited and as to 46.65% by Cheng Yu Tung Family (Holdings II) Limited. Dr. Cheng Kar Shun, Henry, Mr. Cheng Kar Shing, Peter, Mrs. Sun Cheng Lai Ha, Cecilia and Mrs. Doo Cheng Sau Ha, Amy collectively hold a majority interest in each of Cheng Yu Tung Family (Holdings) Limited and Cheng Yu Tung Family (Holdings II) Limited; (ii) the directors of the Offeror are Mr. Tsang On Yip, Patrick and Mr. Lam Man Kwong; (iii) the directors of CTFE are Dr. Cheng Kar Shun, Henry, Mr. Cheng Kar Shing, Peter, Mrs. Sun Cheng Lai Ha, Cecilia, Mrs. Doo Cheng Sau Ha, Amy, Mr. Cheng Chi Heng, Dr. Cheng Chi Kong, Adrian, Mr. Cheng Chi Leong, Christopher, Mr. Cheng Kam Biu, Wilson, Mr. Cheng Sek Hung, Timothy, Mr. Cheng Yu Wai, Mr. Tsang On Yip, Patrick and Mr. Wong Siu Kee; (iv) the directors of CTFH are Dr. Cheng Kar Shun, Henry, Mr. Cheng Kar Shing, Peter, Mrs. Sun Cheng Lai Ha, Cecilia, Mrs. Doo Cheng Sau Ha, Amy, Mr. Cheng Chi Heng, Dr. Cheng Chi Kong, Adrian, Mr. Tsang On Yip, Patrick, Mr. Cheng Yu Wai, Mr. Cheng Sek Hung, Timothy and Mr. Chan Sau Kit, Allan; and (v) the directors of CTFC are Dr. Cheng Kar Shun, Henry, Mr. Cheng Kar Shing, Peter, Mrs. Sun Cheng Lai Ha, Cecilia and Mrs. Doo Cheng Sau Ha, Amy; and

• (b) the NWS Board comprises (i) six executive directors, namely 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; (ii) three nonexecutive directors, namely 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 (iii) six independent non-executive directors, namely 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.

The directors of the Offeror, CTFE, CTFH and CTFC jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to the NWS Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the NWS Board) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

The NWS Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to CTFC and the CTFH Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement by the NWS Board have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

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