Carnival International : PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

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)

PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

Placing Agent

VC Brokerage Limited

On 13 May 2021 (after trading hours of the Stock Exchange), the Company entered into the Placing Agreement with the Placing Agent pursuant to which the Placing Agent has conditionally agreed to procure not less than six (6) Placees to subscribe for the Placing Shares at the Placing Price of HK$0.10 per Placing Share.

The Placing Shares to be placed under the Placing Agreement will be allotted and issued pursuant to the Specific Mandate to allot and issue the Placing Shares to be approved and granted to the Directors by the Shareholders at the SGM.

Completion of the Placing is subject to the satisfaction of the conditions precedent in the Placing Agreement.

Assuming all the Placing Shares are successfully placed, the estimated aggregate gross and net proceeds of the Placing will be HK$68 million and approximately HK$66 million respectively, which are intended to be used for general working capital of the Group.

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LISTING RULES IMPLICATIONS

The Placing Shares will be allotted and issued under the Specific Mandate to be approved by an ordinary resolution to be proposed for passing by the Shareholders at the SGM.

The Placing will be subject to the approval of the Shareholders. The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Placing Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate to allot and issue the Placing Shares).

GENERAL

The SGM will be convened and held for the Shareholders to consider and, if thought fit, to approve the Placing Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate to allot and issue the Placing Shares).

A circular containing, among other things, (i) further details about the Placing Agreement and the transactions contemplated thereunder; and (ii) the notice convening the SGM will be despatched to the Shareholders as soon as practicable in compliance with the Listing Rules.

WARNING OF THE RISKS OF DEALING IN THE SHARES

Completion of the Placing is subject to the satisfaction of the conditions precedent in the Placing Agreement and therefore, the Placing may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

CONTINUED SUSPENSION OF TRADING

Trading in the Shares on the Stock Exchange has been suspended with effect from 9:00 a.m. on 30 April 2021 pending the publication of the announcement in relation to the audited financial results of the Group for the year ended 31 December 2020.

THE PLACING

The Placing Agreement

Date:	13 May 2021 (after trading hours of the Stock Exchange)
Issuer:	The Company

Placing Agent: VC Brokerage Limited

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

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Pursuant to the Placing Agreement, the Placing Agent has conditionally agreed to procure not less than six (6) Placees to subscribe for the Placing Shares at the Placing Price of HK$0.10 per Placing Share.

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the Placing Shares represent:

1. approximately 71.74% of the existing issued share capital of the Company as at the date of this announcement; and
2. approximately 41.77% of the issued share capital of the Company as enlarged by the issue of the Placing Shares.

The aggregate nominal value of the Placing Shares is HK$6,800,000.

The Placing Price

The Placing Price for the Placing Shares is HK$0.10 per Placing Share and represents:

1. a premium of approximately 5.26% to the closing price of HK$0.095 per Share as quoted on the Stock Exchange on 29 April 2021, being the last trading date prior to the signing of the Placing Agreement; and
2. a discount of approximately 0.2% to the average closing price of HK$0.1002 per Share as quoted on the Stock Exchange for the five trading days up to and including 29 April 2021.

The Placing Price was determined with reference to the prevailing market price of the Shares, which was arrived at after arm's length negotiation between the Company and the Placing Agent. The Directors (including the independent non-executive Directors) consider that the Placing Price is fair and reasonable and in the interest of the Company and the Shareholders as a whole.

Assuming all the Placing Shares are successfully placed, the gross proceeds and net proceeds from the Placing will be HK$68 million and approximately HK$66 million respectively and the net Placing Price per Placing Share is approximately HK$0.097.

Ranking of Placing Shares

The Placing Shares, when issued and fully paid, will rank pari passu among themselves and with the Shares then in issue.

Placee(s)

The Placing Agent has agreed to procure not less than six Placees, who and whose ultimate beneficial owners will be Independent Third Parties. The Placing Agent shall use its best endeavours to ensure that, among others, (a) each and every of the Placee is an Independent Third Party; (b) no Placee(s) will become a substantial Shareholder of the Company (as defined under the Listing Rules) forthwith upon Completion; and (c) no Placee shall be required to make any mandatory general offer for the Shares pursuant to Rule 26.1 of the Takeovers Code.

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Placing commission

The Placing Agent shall receive a placing commission of 2.5% of the aggregate amount of the Placing Price multiplied by the number of the Placing Shares placed.

The Directors (including the independent non-executive Directorsconsider that the terms of the Placing Agreement (including the Placing Price and placing commission) are on normal commercial terms and are fair and reasonable.

Conditions of the Placing

The Placing Agreement is conditional upon the fulfillment of all of the following conditions:

1. the Shareholders having approved the Specific Mandate at the SGM;
2. the Listing Committee having granted or agreeing to grant approval for the listing of, and permission to deal in, the Placing Shares, and such approval not having been revoked, suspended, withdrawn or cancelled, or threatened with any revocation, suspension, withdrawal or cancellation at any time prior to the Long Stop Date;
3. the Company having complied with, and procured for the compliance with, all law as well as all conditions (if any) imposed by the Stock Exchange or by any other competent authority for issuance and allotment of the Placing Shares as well as the listing of and permission to deal in the Placing Shares and ensure the continued compliance thereof (provided in each case that the Placee(s) complies with and satisfies all such conditions);
4. the Shares remaining listed on the Main Board of the Stock Exchange, and that the listing status of the Shares not being subject to or threatened with any revocation, suspension, withdrawal or cancellation at any time prior to the Long Stop Date;
5. the Winding-Up Petitions having been dismissed or permanently stayed; and
6. the Company's representations and warranties made pursuant to the Placing Agreement being true and accurate and not misleading up to Completion.

If the conditions precedent are not fulfilled (conditions (e) and (f) may be waived by the Placing Agent) by the Long Stop Date, either party to the Placing Agreement may, at any time thereafter, terminate the Placing Agreement by notice in writing to the other party thereto, whereupon the obligations under the Placing Agreement shall forthwith cease and terminate and neither the Company nor the Placing Agent shall have any claim against the other.

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Termination of the Placing

If at any time between the execution of the Placing Agreement and at 5:00 p.m. on the Business Day immediately prior to the Placing Completion Date, there occurs:

1. the introduction of any new law or regulation or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the reasonable opinion of the Placing Agent, materially and adversely affects the success of the Placing (such success being the completion of the placing of the Placing Shares to potential investor(s));
2. the occurrence of any local, national or international event or change occurring after the date of the Placing Agreement of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the reasonable opinion of the Placing Agent, materially and adversely affects the success of the Placing (such success being the completion of the placing of the Placing Shares to potential investor(s));
3. any change in market conditions or combination of circumstances in Hong Kong (including without limitation suspension or material restriction on trading in securities) occurs after the date of the Placing Agreement which materially and adversely affects the success of the Placing (such success being the completion of the placing of the Placing Shares to potential investor(s));
4. the Company commits any material breach of or omits or fails to observe any of its obligations or undertakings under the Placing Agreement and fails to rectify the same within a reasonable time upon the requests made the Placing Agent; or
5. any of the representations or warranties contained in the Placing Agreement was, when given or deemed to be repeated under the Placing Agreement, untrue or inaccurate in any material respect or would in any material respect be untrue or inaccurate, or if repeated the Placing Agent shall determine in its reasonable opinion that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Company or will otherwise likely to have a material prejudicial effect on the Placing,

then the Placing Agent may upon giving notice to the Company terminate the Placing Agreement with immediate effect. If the Placing Agreement shall be terminated pursuant to the above force majeure events, the obligations of the Placing Agent shall cease and determine, and the Company shall not be liable to pay any Placing Commission and expenses, and other provisions of the Placing Agreement shall forthwith cease and determine and no Party shall have any claim against the other Party for compensation, costs, damages or otherwise.

Specific Mandate to issue the Placing Shares

The Placing Shares will be allotted and issued pursuant to the Specific Mandate to be sought from the Shareholders at the SGM. The Specific Mandate, if approved, will be valid until the completion of the Placing or termination of the Placing Agreement.

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