Carrianna : Announcements and Notices - Sale of Shares by Substantial Shareholders of the Company

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CARRIANNA GROUP HOLDINGS COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00126)

SALE OF SHARES BY SUBSTANTIAL SHAREHOLDERS OF

THE COMPANY

The announcement is made by Carrianna Group Holdings Company Limited (the "Company") pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).

The board (the "Board") of directors (the "Director(s)") of the Company has been informed by Dr. Ma Kai Cheung ("KC Ma") and Dr. Ma Kai Yum ("KY Ma") that they entered into a Sale and Purchase Agreement with Qiqi Food Limited (the "Purchaser") on 25 January 2018 pursuant to which KC Ma and KY Ma have agreed to sell 87,800,128 ordinary shares and 37,628,626 ordinary shares respectively of HK$0.10 each in the issued share capital of the Company (collectively, the "Sale Shares") to the Purchaser at the consideration of HK$2.10 per share. The Sale Shares represented approximately 10% of the total issued share capital of the Company as at the date of this announcement. Completion of the sale and purchase of the Sale Shares is scheduled to take place on 26 July 2018.

As at the date of this announcement, KC Ma and KY Ma are substantial shareholders (as defined in the Listing Rules) of the Company and are respectively the Honorary Chairman and the Chairman of the Company. Following the completion of the sale and purchase of the Sale Shares, both KC Ma and KY Ma will remain to be substantial shareholders of the Company.

The Purchaser is a company incorporated in the British Virgin Islands with limited liability and is wholly-owned by Ms. Ma Rouye. Each of the Purchaser and its beneficial owner is a third party independent of the Company and its connected persons (as defined in the Listing Rules). Upon completion of the sale and purchase of the Sale Shares, the Purchaser will become a substantial shareholder of the Company.

The Company understands that the Purchaser is an investment holding company and is interested in the catering and food business in China. The Purchaser believes that the current exposure and potential development of the Company's catering and food business in China and Hong Kong will bring good return to its investment. The Company believes that all parties (including the Company itself) will benefit from the sale and purchase of the Sale Shares.

By order of the Board

Carrianna Group Holdings Company Limited

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Dr. Ma Kai Yum

Chairman

Hong Kong, 25 January 2018

As at the date of this announcement, the Board comprises Dr. Ma Kai Cheung (Honorary Chairman and non-executive Director); Dr. Ma Kai Yum (Chairman), Mr. Leung Pak Yan, Mr. Ng Yan Kwong and Mr. Ma Hung Ming, John as executive Directors; and Mr. Lo Ming Chi, Charles, Mr. Lo Man Kit, Sam and Mr. Wong See King as independent non-executive Directors.