CTF SERVICES (the “Company”) has signed three new three-year Master Services Agreements (MSAs) with its controlling shareholder Chow Tai Fook Enterprises (“CTF Enterprises”), fellow affiliate New World Development (“NWD”) and connected person Mr. William Doo (the “Services Group”). The existing MSAs, effective since April 2023, will expire on 30 June 2026; the new contracts, dated 24 April 2026, will run from 1 July 2026 to 30 June 2029, with an option for three-year renewals subject to Listing Rules compliance.
Key Commercial Terms • Scope: Contracting, facility and property management, rental, insurance, financial, merchandising, advertising, consultancy and other operational services. • Pricing: Normal commercial terms, arm’s-length basis and no less favourable than those offered to or by independent third parties; tender, quotation and benchmarking mechanisms embedded. • Payment: Terms to mirror prevailing market practice and be no less favourable to the Group than to independent parties.
Annual Transaction Caps (HK$ million) 1. CTF Enterprises MSA – FY2027: 213.0 (Group to CTF: 66.0; CTF to Group: 147.0) – FY2028: 303.0 (168.0; 135.0) – FY2029: 304.0 (166.0; 138.0)
2. NWD MSA (subject to independent shareholders’ approval) – FY2027: 2,222.0 (Group to NWD: 2,126.0; NWD to Group: 96.0) – FY2028: 3,506.0 (3,410.0; 96.0) – FY2029: 3,488.0 (3,400.0; 88.0)
3. DOO MSA (subject to independent shareholders’ approval) – FY2027: 2,857.0 (Group to Services Group: 32.0; Services Group to Group: 2,825.0) – FY2028: 2,728.0 (60.0; 2,668.0) – FY2029: 3,053.0 (71.0; 2,982.0)
Historical Deal Flow For the year ended 30 June 2025, the Company recorded HK$158.00 million under the CTF Enterprises MSA, HK$806.60 million under the NWD MSA, and HK$703.70 million under the DOO MSA. First-half FY2026 totals were HK$33.60 million, HK$851.30 million and HK$280.90 million respectively.
Regulatory Position • CTF Enterprises MSA: percentage ratios exceed 0.1% but are below 5%; subject to reporting, announcement and annual review only. • NWD and DOO MSAs: percentage ratios exceed 5% and HK$10 million; require reporting, announcement, annual review and independent shareholders’ approval at a forthcoming Special General Meeting (SGM). A circular will be dispatched by 1 June 2026, with Optima Capital appointed as Independent Financial Adviser.
Strategic Rationale Management cites longstanding relationships with CTF Enterprises, NWD and the Services Group, expecting continued synergies, economies of scale and stable revenue contributions from recurring operational service mandates.
Governance & Controls The Company has detailed internal procedures covering tendering, pricing benchmarks, transaction monitoring, and annual audits by both internal and external auditors. Directors with material interests abstained from Board voting; an Independent Board Committee comprising all independent non-executive directors will advise minority shareholders ahead of the SGM.
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