Carnival International : DISCLOSEABLE TRANSACTION (1) LAPSE OF AGREEMENT AND (2) ENTRY INTO THE NEW DISPOSAL AGREEMENT IN RELATION TO DISPOSAL OF VESSELS

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)

DISCLOSEABLE TRANSACTION

1. 1. LAPSE OF AGREEMENT AND
2. ENTRY INTO THE NEW DISPOSAL AGREEMENT IN RELATION TO DISPOSAL OF VESSELS

Reference is made to the Announcement in relation to, among others, the Disposal.

LAPSE OF THE AGREEMENT

The Board wishes to inform the Shareholders and potential investors that as certain conditions precedent regarding the completion of the Disposal as set out in the Announcement have not been fulfilled or waived by the agreed date as set out in the Agreement, the Disposal has lapsed and ceased to have any effect automatically on 30 July 2020, being the scheduled date for Completion. No party to the Agreement shall have any claim against any other party and the rights and obligations of the parties thereunder shall forthwith cease and terminate, except in respect of rights and obligation accrued prior to the lapse of the Agreement.

ENTRY INTO THE NEW DISPOSAL AGREEMENT

The Board is pleased to announce that on 3 August 2020 (after trading hours), the Vendor, the New Purchaser and the Mortgagee entered into the New Disposal Agreement, pursuant to which the Vendor agreed to sell and the New Purchaser agreed to purchase the Vessels at an aggregate consideration of HK$20,000,000, subject to the terms and conditions of the New Disposal Agreement.

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LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

Reference is made to the Announcement in relation to, among others, the Disposal. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

LAPSE OF THE AGREEMENT

The Board wishes to inform the Shareholders and potential investors that as certain conditions precedent regarding the completion of the Disposal as set out in the Announcement have not been fulfilled or waived by the agreed date as set out in the Agreement, the Disposal has lapsed and ceased to have any effect automatically on 30 July 2020, being the scheduled date for Completion. No party to the Agreement shall have any claim against any other party and the rights and obligations of the parties thereunder shall forthwith cease and terminate, except in respect of rights and obligation accrued prior to the lapse of the Agreement.

ENTRY INTO THE NEW DISPOSAL AGREEMENT

The Board is pleased to announce that on 3 August 2020 (after trading hours), the Vendor, the New Purchaser and the Mortgagee entered into the New Disposal Agreement, pursuant to which the Vendor agreed to sell and the New Purchaser agreed to purchase the Vessels at an aggregate consideration of HK$20,000,000, subject to the terms and conditions of the New Disposal Agreement.

THE NEW DISPOSAL AGREEMENT

Date	:	3 August 2020
Parties	:	(1)	Pearl Generation Limited, as Vendor;
		(2)	Hong Kong Fully Holdings Limited, as Purchaser; and
		(3)	Emperor Prestige Credit Limited, as Mortgagee

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the New Purchaser and its ultimate beneficial owners are Independent Third Party.

The Vendor is the legal and beneficial owner of the Vessels.

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Consideration

The Consideration for the Disposal is HK$20,000,000, being part of the outstanding principal amount pursuant to a loan agreement dated 31 December 2019 entered into between the Vendor and the Mortgagee, which was arrived at after arm's length negotiation between the parties with reference to (i) the book value of the Vessels of approximately HK$14,226,000 as at 31 July 2020; and (ii) the quotation of the Vessels with the indicative market value as at 23 July 2020 of HK$19,000,000.

As at the date of this announcement, the amount due by the Vendor under the loan agreement was HK$32,130,000.

The Consideration will be settled by the New Purchaser by depositing HK$20,000,000 to the Mortgagee within three (3) Business Days upon signing of the New Disposal Agreement.

Completion

Completion is subject to the satisfaction or waiver of the conditions precedent and shall take place on 5 August 2020 (or any date as may be agreed between the Parties).

Conditions Precedent

Completion of the Disposal is subject to the fulfillment of the following conditions precedents:

1. the Vessels shall be delivered to the New Purchaser in a sea-worthy condition and in the same condition as during the inspection, subject to ordinary wear and tear, and with no undisclosed damage history;
2. the Vessels shall be in compliance with all regulations and relevant authorities' directives and mandatory service bulletins having a compliance date prior to or on Completion, all systems, avionics, instruments, components, installed equipment, and engines in operating condition and functioning normally;
3. all maintenance programmes of the Vessels were paid and current through the Completion and fully transferable to the New Purchaser;
4. no parts, systems or components installed in the Vessels on a temporary loan or exchange basis; and
5. the delivery of all up-to-date documents and records required to be maintained with respect to the Vessels including, without limitation, title and ownerships, logbooks, manuals, weight and balance manuals, tags, technical records, traceability records, overhaul records, maintenance records, writing diagrams, drawings, data, and completion manuals delivered with the Vessels and/or engine by the manufacturer(s), if any, by the Vendor to the New Purchaser for its inspections not later than three (3) Business Days upon signing of the New Disposal Agreement.

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Mortgagee

The Mortgagee shall within three (3) Business Days upon receiving the Consideration:

1. provide a true copy of all draft documents required for the discharge of mortgage of the Vessels (the "Discharge Documents") to the Vendor; and
2. undertake to apply to the relevant authorities, including but not limited to the Courts of Hong Kong and the Marine Department, for the discharge of mortgage of the Vessels.

Upon successful application of the discharge of mortgage, the Mortgagee shall within five (5) Business Days provide a true copy of the executed Discharge Documents to the Vendor.

Sea Trial and Condition Survey

No sea trial would be required as the New Purchaser has inspected and examined the Vessels to ensure they all meet her requirements.

INFORMATION OF THE GROUP

The Company is 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). The Company and its subsidiaries are 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.

INFORMATION OF THE NEW PURCHASER

The New Purchaser is a company incorporated in Hong Kong with limited liability which is principally engaged in investment holding. The New Purchaser is ultimately wholly-owned by Redco Properties Group Limited (a company incorporated in the Cayman Islands, the shares of which are listed on the main board of the Stock Exchange; stock code: 1622).

REASONS AND BENEFIT FOR THE DISPOSAL

Taking into consideration the prevailing market conditions and the overall economy in Hong Kong, the Board is of the opinion that the Disposal is beneficial to the Group, represents a favourable opportunity to realise the Vessels at their current market value and generates cash to repay the outstanding indebtedness of the Group so as to improve the financial conditions of the Group. In addition, the Disposal will enable the Group to save the operating and maintenance expenses of approximately HK$7,386,000 to HK$8,281,000 per year in order to run and maintain the upkeep of the Vessels.

The Directors (including the independent non-executive Directors) consider the terms of the New Disposal Agreement are fair and reasonable, and are in the best interests of the Group and its shareholders as a whole.

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FINANCIAL IMPACT OF THE DISPOSALAND USE OF PROCEED

As a result of the Disposal, it is estimated that the Group will record a gain on Disposal of approximately HK$5,774,000, being the difference between the Consideration of the Disposal of HK$20,000,000 and the carrying amount of the Vessels of HK$14,226,000 as at 31 July 2020. The Company intends to use the net proceeds from the Disposal to repay the outstanding loans of the Group.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

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

"Agreement"	the sale and purchase agreement dated 27 July 2020
	entered into between the Vendor, the Purchaser and the
	Mortgagee relating to the Disposal
"Announcement"	the announcement of the Company dated 27 July 2020 in
	relation to the Disposal
"Board"	the board of Directors
"Business Days"	Mondays to Fridays excluding public holidays in Hong
	Kong
"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)
"Completion"	the completion of the Disposal
"Consideration"	the consideration for the Disposal pursuant to the New
	Disposal Agreement, being HK$20,000,000
"Director(s)"	the director(s) of the Company
"Disposal"	the disposal of the Vessels
"Group"	the Company and its subsidiaries

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"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"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
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Mortgagee"	Emperor Prestige Credit Limited, a company incorporated
	in Hong Kong with limited liability
"New Disposal Agreement"	the new sale and purchase agreement dated 3 August 2020
	entered into between the Vendor, the New Purchaser and
	the Mortgagee relating to the Disposal
"New Purchaser"	Hong Kong Fully Holdings Limited, a company
	incorporated in Hong Kong with limited liability
"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
"Shares"	ordinary share(s) of HK$0.01 each in the share capital of
	the Company
"Shareholders"	holder of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Vendor"	Pearl Generation Limited, a company incorporated in
	British Virgin Islands with limited liability and an indirect
	wholly-owned subsidiary of the Company
"Vessels"	Four (4) vessels registered with the Marine Department of
	the Government of Hong Kong pursuant to Section 10 of
	Merchant Shipping (Local Vessels) (Certificate and
	Licensing) Regulation with the Certificate of Ownership
	Numbers 139419, 702015, 702085 and 707946, together
	with all gear, machinery, equipment, furnishings and all
	other articles presently on or affixed to the Vessels

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"%"

per cent

By order of the board

Carnival Group International Holdings Limited

Bai Xuefei

Chairman and Executive Director

Hong Kong, 3 August 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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