EQS-Adhoc: CTF Services Limited: ADJUSTMENTS OF THE EXERCISE PRICE AND THE NUMBER OF THE OUTSTANDING SHARE OPTIONS AND ADJUSTMENTS TO CONVERSION PRICE OF HK$850,000,000 2.80 PER CENT. CONVERTIBLE BONDS DUE 2027

EQS-Ad-hoc: CTF Services Limited / Key word(s): Bond
   CTF Services Limited: ADJUSTMENTS OF THE EXERCISE PRICE AND THE NUMBER OF
   THE OUTSTANDING SHARE OPTIONS AND ADJUSTMENTS TO CONVERSION PRICE OF
   HK$850,000,000 2.80 PER CENT. CONVERTIBLE BONDS DUE 2027

   24-Nov-2025 / 17:45 CET/CEST
   Disclosure of an inside information acc. to Article 17 MAR of the
   Regulation (EU) No 596/2014, transmitted by [1]EQS News - a service of
   [2]EQS Group.
   The issuer is solely responsible for the content of this announcement.

   ══════════════════════════════════════════════════════════════════════════

   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.
    

   CTF Services Limited

   (incorporated  in  Bermuda  with  limited  liability)

   (stock  code:  00659)

    

   ANNOUNCEMENT

    
   (1) ADJUSTMENTS  OF  THE  EXERCISE  PRICE  AND  THE  NUMBER OF  THE
   OUTSTANDING  SHARE  OPTIONS

   AND
   (2) ADJUSTMENTS  TO  CONVERSION  PRICE  OF  HK$850,000,000  2.80  PER
   CENT. CONVERTIBLE BONDS DUE 2027

    

   References are made to (i) the announcements of CTF Services Limited (the
   “Company”) dated 10 July 2025 and 21 July 2025 (together, the “CB
   Announcements”) in relation to the issue of the HK$850,000,000 2.80 per
   cent. Convertible Bonds due 2027 (“Bonds”); (ii) the announcements of the
   Company dated 23 November 2021, 19 April 2024 and 29 September 2025
   (together, the “Share Option Announcements”), in relation to the 2021
   share option scheme, its amendments and adjustments to the exercise price
   and number of outstanding share options; and (iii) the circular dated 24
   October 2025 (the “2025 AGM Circular”) and the poll results announcement
   dated 18 November 2025 (the “Poll Results Announcement”) issued by the
   Company in relation to, amongst others, further amendments to the 2021
   share option scheme, the final dividend for the financial year ended 30
   June 2025 and scrip dividend scheme, and the bonus issue of ordinary
   shares in the Company (“Shares”).

   Unless otherwise defined, capitalised terms herein shall have the same
   meanings as those defined in the CB Announcements, the Share Option
   Announcements, the 2025 AGM Circular and the Poll Results Announcement.

   As mentioned in the 2025 AGM Circular and Poll Results Announcement, the
   Shareholders approved:

    a. the payment of a final dividend of HK$0.35 per Share for the financial
       year ended 30 June 2025 (“Final Dividend”). The Final Dividend will be
       payable in cash, with an option granted to Shareholders to receive new
       and fully paid Shares in lieu of cash in whole or in part under the
       Scrip Dividend Scheme; and
    b. the making of a bonus issue on the basis of one (1) Bonus Share for
       every ten (10) existing Shares held by the Shareholders (“Bonus
       Issue”).

   The Final Dividend will be paid and the Bonus Issue will be made to the
   Shareholders whose names appear on the register of members of the Company
   on 24 November 2025 (the “Record  Date”).

   As a result of the payment of Final Dividend and the making of Bonus
   Issue, adjustments have been/will be made to (a) the exercise price and
   the number of the outstanding share options (the “Share Options”) granted
   under the existing share option scheme adopted by the Company on 23
   November 2021 (the “Share  Option  Scheme”) and (b) the conversion price
   of the Bonds.

   ADJUSTMENTS  TO  EXERCISE  PRICE  AND  NUMBER  OF  OUTSTANDING  SHARE
   OPTIONS

   Pursuant to the terms of the Share Option Scheme and the Listing Rules,
   the following adjustments (the “Share  Option  Adjustments”) have been
   made to the exercise price and the number of the outstanding Share Options
   (all of which are unvested as at the date of this announcement) as a
   result of the Bonus Issue with effect from 20 November 2025:

     Before adjustments                 After adjustments
     Exercise price Number of           Exercise price Maximum number of
     per Share      outstanding Share   per Share      outstanding Share
                    Options                            Options
     HK$                                HK$             
              7.464        97,438,919            6.785            107,182,810

    
    

   Subject to the market value of the Scrip Shares and the level of
   participation from eligible Shareholders in the Scrip Dividend Scheme,
   among other things, further adjustments to the exercise price and the
   number of the outstanding Share Options may be required as a result of the
   Scrip Shares to be issued pursuant to the Scrip Dividend Scheme. The
   Company will make further announcement(s) on such adjustment as and when
   appropriate.

   Save for the Share Option Adjustments, all other terms and conditions of
   the outstanding Share Options granted under the Share Option Scheme remain
   unchanged. Separate notification regarding the Share Option Adjustments
   will be sent to each holder of the outstanding Share Options.

   The Company’s independent financial adviser, Ballas Capital Limited, has
   confirmed in writing that the Share Option Adjustments are fair and
   reasonable and in compliance with the requirements set out in the terms of
   the Share Option Scheme, Rule 17.03(13) of the Listing Rules and Appendix
   1 attached to the Frequently Asked Questions FAQ13 – No.1-20 issued by the
   Stock Exchange.

   ADJUSTMENTS  TO CONVERSION PRICE OF HK$  850,000,000  2.80 PER CENT.
   CONVERTIBLE BONDS DUE 2027

   As disclosed in the CB Announcements, pursuant to the terms and conditions
   of the Bonds, the Conversion Price is subject to adjustment for, among
   other things, capitalisation of profits, reserves and/ or share premium
   account of the Company and distribution to Shareholders.

   As a result of the Bonus Issue and Final Dividend, the Conversion Price
   shall be adjusted as follows:

    a. in relation to the Bonus Issue, the Conversion Price in force
       immediately prior to such issue shall be multiplied by the following
       fraction:

             A          
   B

             where:           A   is the aggregate nominal amount of the
   issued Shares immediately before such issue; and
             B   is the aggregate nominal amount of the issued Shares
   immediately after such issue.

             and

         b. in relation to the Final Dividend, the above adjusted Conversion
   Price shall be multiplied by the following fraction:

                A – B             
   A

             where:           A   is the Current Market Price of one Share on
   the date on which the distribution is publicly announced; and
             B   is the Fair Market Value on the date of such announcement of
   the portion of the distribution in Hong Kong dollars attributable to one
   Share.

   The above adjustments shall become effective on the date that such issue
   of shares or distribution is actually made or if a record date is fixed
   therefor, immediately after such record date.

   Accordingly and assuming that no other event that triggers an adjustment
   to the Conversion Price will occur on or before 25 November 2025, the
   Conversion Price will be adjusted from HK$7.67 per Share to HK$6.69 per
   Share (the “CB  Adjustments”) as a result of the Bonus Issue and the
   declaration of the Final Dividend to be paid to the Shareholders which
   have been approved at the annual general meeting held on 18 November 2025
   by the Shareholders. The CB Adjustments will become effective on 25
   November 2025, being the date immediately after the Record Date.

   As at the date of this announcement, HK$554,000,000 in aggregate principal
   amount of the Bonds remains outstanding. Immediately following the CB
   Adjustments and assuming that the outstanding aggregate principal amount
   of the Bonds remains unchanged, the maximum number of new Shares that will
   be issued by the Company upon full conversion of the outstanding Bonds at
   the adjusted Conversion Price of HK$6.69 per Share (which reflects the CB
   Adjustments) will be 82,810,164 Shares, representing:

    a. an increase of 10,580,699 new Shares (the “Additional  Conversion
       Shares”) from the original 72,229,465 new Shares based on the initial
       Conversion Price of HK$7.67 per Share and the remaining outstanding
       principal amount of the Bonds of HK$554,000,000;
    b. approximately 2.04% of the existing number of issued Shares of the
       Company of 4,064,408,883 Shares as at the date of this announcement;
       and
    c. approximately 2.00% of the number of issued Shares of the Company, as
       enlarged by the issue and allotment of the new Shares upon full
       conversion of the Bonds (assuming that there is no other change to the
       issued share capital of the Company).

   The Additional Conversion Shares will be issued and allotted pursuant to
   the General Mandate granted to the Directors by the Shareholders on 22
   November 2024 to allot and issue up to 799,508,017 Shares. As at the date
   of this announcement, the Company had allotted 66,868,798 new Shares
   pursuant to the General Mandate and it is expected that the limit of the
   General Mandate is sufficient to cover the issue of the new Shares
   (including Additional Conversion Shares) upon full conversion of the
   Bonds.

   An application has been made by the Company to the Hong Kong Stock
   Exchange for the listing of, and permission to deal in, the Additional
   Conversion Shares on the Hong Kong Stock Exchange.

   Subject to the market value of the Scrip Shares and the level of
   participation from eligible Shareholders in the Scrip Dividend Scheme,
   among other things, further adjustments to the Conversion Price may be
   required in relation to the Scrip Shares to be issued pursuant to the
   Scrip Dividend Scheme. The Company will make further announcement(s) on
   such adjustment as and when appropriate.

    

   THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED
   OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE
   7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 (“MAR”).

   FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING
   REGULATION  (EU)  2016/1055,  THIS  ANNOUNCEMENT  IS  MADE  BY  DR.  CHENG
   KAR SHUN,  HENRY,  DIRECTOR  OF  THE  ISSUER.

    

   By Order of the Board

   CTF  Services  Limited
   Dr.  Cheng Kar Shun, Henry

   Chairman

    

   Hong Kong, 24 November 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.

   End of Inside Information

   ══════════════════════════════════════════════════════════════════════════

   24-Nov-2025 CET/CEST News transmitted by [3]EQS Group

   View original content: [4]EQS News

   ══════════════════════════════════════════════════════════════════════════

   Language:    English
   Company:     CTF Services Limited
                Clarendon House, 2 Church Street
                HM 11 Hamilton
                Bermuda
   Phone:       (852) 3113 6028
   E-mail:      jimlam@ctfs.com.hk
   Internet:    https://www.ctfs.com.hk/
   ISIN:        XS3123496989
   Listed:      Vienna Stock Exchange (Vienna MTF)
   EQS News ID: 2235070


    
   End of Announcement EQS News Service


   2235070  24-Nov-2025 CET/CEST

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