CARRIANNA (00126.HK): Disposes of 76.17% equity interest in Union Group Holdings for HKD 66,150,000, constituting a major transaction and a connected transaction at subsidiary level

NewTimeSpace News: On 7 August 2026, Carrianna Group Holdings Company Limited (stock code: 00126) published an announcement, announcing that after trading hours on that day, the vendor (a directly wholly-owned subsidiary of the Company), the purchaser, the guarantors and the target company entered into a sale and purchase agreement in respect of the disposal, pursuant to which the vendor agreed to sell and the purchaser agreed to purchase the sale equity, being 76.17% of the target company, for a total consideration of HKD 66,150,000, subject to the terms of the agreement. As of the date of the agreement, the target company, Union Group Holdings Limited, was held 76.17% by the vendor, 21.88% by the purchaser and 1.95% by Xieming, and is principally engaged, through its subsidiaries, in bakery retail business and bakery food production in Hong Kong.

The total consideration of the disposal is HKD 66,150,000, payable by the purchaser by solicitor's cheques or bank cashier orders, of which HKD 51,121,000 has been paid by the purchaser on the date of the agreement, with the balance payable by instalments of HKD 1,000,000 each (commencing from the fourth calendar month after the date of the agreement, with the final instalment not exceeding HKD 1,000,000, and instalments bearing interest at 5% per annum). The consideration was determined by the vendor and the purchaser after arm's length negotiation, with reference to the financial position and performance of the disposal group, the reasons and benefits for the disposal, and the independent valuer's valuation of the 76.17% equity interest of the disposal group at HKD 59,800,000 as of 31 July 2026, with the consideration representing a premium of approximately 10.6% over such valuation. The independent valuer adopted the market approach (guideline public company method) to value the target company, taking into account a median overall control premium of approximately 23.8% and a lack of marketability discount of approximately 20.4%.

The disposal group recorded revenue of approximately HKD 132,591 thousand and HKD 136,418 thousand, profit before tax of approximately HKD 2,708 thousand and HKD 4,562 thousand, and profit after tax of approximately HKD 2,122 thousand and HKD 3,213 thousand for the years ended 31 March 2025 and 2026 respectively, with an unaudited net asset value of approximately HKD 56,050,000 as of 31 March 2026. Based on the unaudited financial statements of the disposal group for the year ended 31 March 2026, the estimated gain on the disposal is approximately HKD 27,076,000, calculated by reference to the fair value of the consideration of HKD 65,857,000 less the adjusted unaudited net asset value of the disposal group of approximately HKD 38,781,000; the estimated net proceeds of the disposal are HKD 66,000,000, of which approximately HKD 52,800,000 is intended to be retained to settle the Group's future financing costs and approximately HKD 13,200,000 is to be used as general working capital of the Group. The Group is principally engaged in investment holding, property investment and development, and the operation of hotels, restaurants and food businesses, and the Board considers that the disposal presents a good opportunity for the Group to realise its investment and redeploy its financial resources for future development, optimising the Group's resource allocation and strengthening its cash flow.

As one or more applicable percentage ratios calculated under Rule 14.07 of the Listing Rules exceed 25% but are all below 75%, the disposal constitutes a major transaction of the Company and is subject to the reporting, announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules; in addition, as the purchaser and the guarantors are connected persons of the Company at the subsidiary level, the disposal also constitutes a connected transaction under Chapter 14A of the Listing Rules, which, pursuant to Rule 14A.101, is exempt from the circular, independent financial advice and shareholders' approval requirements and is only subject to the reporting and announcement requirements. Pursuant to Rule 14.44 of the Listing Rules, the Company has received written shareholders' approvals from Mr. Ma Jiezhang, Mr. Ma Jieqin, Regent World Investments Limited and Grand Wealth Investments Limited in lieu of resolutions to be passed at the general meeting; the above shareholders hold in aggregate 824,945,365 shares carrying voting rights at general meetings (representing approximately 52.50% of the Company's total issued share capital), and accordingly the Company will not hold a general meeting to approve the disposal. A circular is expected to be despatched to shareholders on or before 28 August 2026 (Friday) for their information only.

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