Carnival International : MEMORANDUM OF UNDERSTANDING IN RESPECT OF THE PROPOSED SUBSCRIPTION OF NEW SHARES

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.

Carnival Group International Holdings Limited

嘉 年 華 國 際 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code : 00996)

MEMORANDUM OF UNDERSTANDING

IN RESPECT OF THE PROPOSED SUBSCRIPTION OF NEW SHARES

MOU

The Board is pleased to announce that on 10 September 2020, the Company and the Investor entered into the MOU, pursuant to which the Investor may subscribe for and the Company may allot and issue the Subscription Shares, subject to the completion of due diligence on the Company. The Subscription Shares may be issued under specific mandate to be sought from the Shareholders at a general meeting of the Company. It is intended that the net proceeds from the Proposed Subscription shall be used for general working capital of the Group.

GENERAL

As the Proposed Subscription may or may not be proceeded, Shareholders and potential investors are advised to exercise caution when dealing in the Shares of the Company.

The Board is pleased to announce that on 10 September 2020, the Company and the Investor entered into the MOU, pursuant to which the Investor may subscribe for and the Company may allot and issue the Subscription Shares, subject to the completion of due diligence on the Company.

THE MOU

Date : 10 September 2020

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Parties:

1. the Company; and
2. the Investor.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Investor and its ultimate beneficial owner(s) are Independent Third Parties.

The Investor will conduct due diligence procedures, including without limitation, on the Company's business, technology, legal and financial aspects before entering into the Subscription Agreement. If the Investor is satisfied with the due diligence result, the Investor will enter into the Subscription Agreement with the Company to subscribe the Subscription Shares.

The Subscription Shares may be issued under specific mandate to be sought from the Shareholders at a general meeting of the Company.

INFORMATION OF THE INVESTOR

The Investor is a wholly-owned subsidiary of a state-owned enterprise under the State-owned Assets Supervision and Administration Commission of the State Council. The main business areas include infrastructure construction and real estate investment, etc.

REASONS FOR THE PROPOSED SUBSCRIPTION AND USE OF PROCEEDS

The Group is principally engaged in theme based leisure and consumption business, focusing on the design, development and operation of integrated large-scale tourist complex projects in key cities in the PRC that comprise of theme parks, hotels, shopping and leisure facilities as well as other theme based consumption.

It is intended that the net proceeds from the Proposed Subscription shall be used for general working capital of the Group.

The Directors (including the independent non-executive Directors) consider the terms of the MOU are fair and reasonable, and are in the best interests of the Group and Shareholders as a whole.

GENERAL

As the Proposed Subscription may or may not be proceeded, Shareholders and potential investors are advised to exercise caution when dealing in the Shares of the Company.

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DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

"Board"	the board of Directors
"Company"	Carnival Group International Holdings Limited, a
	company incorporated in Bermuda with limited liability,
	the Shares of which are listed on the main board of the
	Stock Exchange (Stock code: 996)
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Independent Third Party(ies)"	any person(s) or company(ies) and their respective
	ultimate beneficial owner(s), to the best of the Directors'
	knowledge, information and belief having made all
	reasonable enquiries, is/are third party(ies) independent of
	and not connected with the Company and its connected
	persons
"Investor"	a wholly-owned subsidiary of a state-owned enterprise
	under the State-owned Assets Supervision and
	Administration Commission of the State Council
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"MOU"	the memorandum of understanding dated 10 September
	2020 entered into between the Company and the Investor
	in relation to the Proposed Subscription
"PRC"	the People's Republic of China, which for the purpose of
	this announcement, excludes Hong Kong, the Macau
	Special Administrative Region of the PRC and Taiwan
"Proposed Subscription"	the conditional subscription by the Investor of the
	Subscription Shares, representing no more than 25% of the
	issued share capital of the Company, pursuant to the
	Subscription Agreement
"Shares"	ordinary share(s) of HK$0.01 each in the share capital of
	the Company

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"Shareholders"

holder of the Shares

"Stock Exchange"The Stock Exchange of Hong Kong Limited

"Subscription Agreement" a formal agreement to be entered into between the Company and the Investor in relation to the Proposed Subscription

"Subscription Shares"new Share(s) to be allotted and issued by the Company to the Investor (which shall not be more than 25% of the issued share capital of the Company as enlarged by the Proposed Subscription) pursuant to the Subscription Agreement

"%"

per cent

By order of the board

Carnival Group International Holdings Limited

Bai Xuefei

Chairman and Executive Director

Hong Kong, 10 September 2020

The Board, as at the date of this announcement, comprises Mr. Bai Xuefei (Chairman) and Mr. Luo Jiaqi as executive Directors, and Mr. Chau Wai Hing, Mr. Ma Hang Kon Louis and Mr. Tso Hon Sai Bosco as independent non-executive Directors.

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