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CTF Services Limited M&A Activity 2023

Jun 30, 2023

49372_rns_2023-06-30_b1c5e499-9d6c-473e-aaf9-2b1c18c0f53b.pdf

M&A Activity

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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 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 the Company or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of the Company in any jurisdiction in contravention of applicable law or regulation. This 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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ANNOUNCEMENT

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

Reference is made to the joint announcement published by Chow Tai Fook Enterprises Limited, Century Acquisition Limited, New World Development Company Limited and NWS Holdings Limited (the “ Company ”) dated 26 June 2023 (the “ Joint Announcement ”). Unless otherwise defined, capitalized terms not defined herein shall have the same meanings ascribed to them in the Joint Announcement.

The Board is pleased to announce that Quam Capital Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, has been appointed as the independent financial adviser of the Company to advise the NWS IBC in respect of the NWS Offers. Such appointment has been approved by the NWS IBC pursuant to Rule 2.1 of the Takeovers Code. The letter of advice from Quam Capital Limited in respect of the NWS Offers will be included in the Composite Document.

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.

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By order of the Board Tang Wai Yau Company Secretary

Hong Kong, 30 June 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 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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