Styland Holdings Limited — Proxy Solicitation & Information Statement 2016

Jul 20, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Carrianna Group Holdings Company Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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佳寧娜集團控股有限公司 CARRIANNA GROUP HOLDINGS COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00126)

PROPOSALS INVOLVING GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Carrianna Group Holdings Company Limited to be held at Carrianna (Chiu Chow) Restaurant, 1st Floor, 151 Gloucester Road, Wanchai, Hong Kong on Monday, 22 August 2016 at 11:00 a.m. is set out in the 2016 Annual Report. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the meeting or any adjourned meeting should you so desire.

21 July 2016

CONTENTS

	Page
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Explanatory statement for the Repurchase Mandate. . . . . . . . . . . . .	8
Appendix II – Details of Retiring Directors proposed for re-election. . . . . . . . . . . .	13
Appendix III – Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

– ii –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“Annual General Meeting”

the annual general meeting of the Company convened to be held at Carrianna (Chiu Chow) Restaurant, 1st Floor, 151 Gloucester Road, Wanchai, Hong Kong on Monday, 22 August 2016 at 11:00 a.m.

• “associate(s)”

has the meanings ascribed to it under the Listing Rules

“Board”

the board of Directors

“Bye-laws”

the bye-laws of the Company from time to time

“Company”

Carrianna Group Holdings Company Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange

• “Connected Person(s)”

has the meaning(s) ascribed to it in the Listing Rules

“Director(s)”

the director(s) of the Company from time to time

“General Mandate”

a general mandate to allot, issue and deal with new shares not exceeding 20% of the aggregate number of shares in issue of the Company as at the date of passing of the ordinary resolution in relation thereof

“Group”

the Company and its Subsidiaries

“Hong Kong”

the Hong Kong Special Administrative Region of The People’s Republic of China

“Latest Practicable Date”

15 July 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

“Repurchase Mandate”	a general and unconditional mandate to repurchase issued
	and fully paid up shares in the share capital of the Company
	up to 10% of the aggregate number of shares in issue of
	the Company as at the date of passing of the ordinary
	resolution in relation thereof
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	the ordinary share(s) of HK$0.10 each in the share capital
	of the Company
“Shareholder(s)”	shareholder(s) of the Company
“Subsidiaries”	subsidiaries of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

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佳寧娜集團控股有限公司 CARRIANNA GROUP HOLDINGS COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00126)

Honorary Chairman and Non-Executive Director: Ma Kai Cheung, PhD, SBS, BBS

Executive Directors: Ma Kai Yum, PhD (Chairman) Leung Pak Yan (Chief Executive Officer) Ng Yan Kwong Ma Hung Ming, John, PhD, BBS, JP

Independent Non-Executive Directors: Lo Ming Chi, Charles Lo Man Kit, Sam Wong See King

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal Place of Business in Hong Kong: 26th Floor, Phase II Wyler Centre 200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong 21 July 2016

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you information regarding the following resolutions to be proposed at the Annual General Meeting to enable the Shareholders to make an informed decision on whether to vote for or against the resolutions.

– 3 –

LETTER FROM THE BOARD

The resolutions include (i) the granting to the Directors the Repurchase Mandate; (ii) the granting to the Directors the General Mandate; (iii) the granting to the Directors a general and unconditional mandate to issue shares not exceeding the aggregate nominal amount of share capital repurchased pursuant to the Repurchase Mandate; and (iv) the re-election of retiring Directors.

GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase Shares subject to the criteria set out in this circular. In particular, Shareholders should note that the maximum number of shares that may be repurchased pursuant to the Repurchase Mandate will be such number which represents 10% of the aggregate number of ordinary Shares of the Company as at the date of passing of the resolution subject to the Listing Rules. As at the Latest Practicable Date, the issued share capital of the Company was 1,253,887,536 Shares of HK$0.10 each, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 125,388,753 Shares and on the assumption that no further Shares will be issued and allotted prior to the passing of the relevant ordinary resolution at the Annual General Meeting. The Repurchase Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law or the Bye-laws of the Company, or the date upon which such authority is revoked or varied by ordinary resolution of the Company in general meeting.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement, which is set out in Appendix I to this circular.

GENERAL MANDATE TO ISSUE NEW SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to allot, issue and deal with further shares representing up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution.

Subject to the passing of the aforesaid ordinary resolutions of the Repurchase Mandate and the General Mandate, an ordinary resolution will also be proposed to authorise the Directors to issue new Shares in an amount not exceeding the aggregate number of ordinary shares of the Company purchased pursuant to the Repurchase Mandate. As at the Latest Practicable Date, the issued share capital of the Company was 1,253,887,536 Shares of HK$0.10 each, the Company would be allowed under the General Mandate to issue a maximum of 250,777,507 Shares and on the assumption that no further Shares will be issued and allotted prior to the passing of the relevant ordinary resolution at the Annual General Meeting.

– 4 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

At the Annual General Meeting, a resolution will be proposed to re-elect Directors.

(a) Re-election of Mr. Ng Yan Kwong

In accordance with Bye-law 99 of the Company’s Bye-laws, Mr. Ng Yan Kwong will retire by rotation and, being eligible, will offer himself for re-election at the Annual General Meeting.

(b) Re-election of Mr. Lo Ming Chi, Charles

In accordance with Bye-law 99 of the Company’s Bye-laws, Mr. Lo Ming Chi, Charles will retire by rotation and, being eligible, will offer himself for re-election at the Annual General Meeting.

(c) Re-election of Mr. Leung Pak Yan

In accordance with Bye-law 102(B) of the Company’s Bye-laws, Mr. Leung Pak Yan will retire from office, and being eligible, will offer himself for re-election at the Annual General Meeting.

Brief biographical details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting to be held at the Carrianna (Chiu Chow) Restaurant, 1st Floor, 151 Gloucester Road, Wanchai, Hong Kong on Monday, 22 August 2016 at 11:00 a.m. is set out in Appendix III to this circular.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting thereof should you so wish.

– 5 –

LETTER FROM THE BOARD

For the purpose of ascertaining shareholders’ right to attend and vote at the Annual General Meeting of the Company to be held on Monday, 22 August 2016, the Register of Members of the Company will be closed from Friday, 19 August 2016 to Monday, 22 August 2016, both days inclusive, during which period no transfer of shares will be effected. In order for a shareholder to be eligible to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch shares registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 18 August 2016.

For the purpose of ascertaining shareholders’ entitlement to the proposed final dividend, the Register of Members of the Company will be closed from Monday, 26 September 2016 to Friday, 30 September 2016, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the proposed final dividend (subject to shareholders’ approval at the Annual General Meeting), all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 23 September 2016.

To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, (i) no Shareholder is required to abstain from voting on any resolutions to be proposed at the Annual General Meeting; and (ii) as at the Latest Practicable Date, there was no voting trust or other agreement or arrangement or understanding (other than an outright sale) entered into by or binding upon any Shareholder and there was no obligation or entitlement of any Shareholder whereby he/she/it has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his/her/its Shares to a third party, either generally or on a case-by-case basis.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the Annual General Meeting shall be voted by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.95(5) of the Listing Rules.

– 6 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the granting of the Repurchase Mandate, the granting of the General Mandate to issue new Shares and the extension thereof and the re-election of Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

GENERAL

Your attention is also drawn to the information set out in the appendices to this circular.

For and on behalf of the Board Carrianna Group Holdings Company Limited Dr. Ma Kai Yum Chairman

– 7 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Repurchase Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules which is set out as follows:

1. LISTING RULES

The Listing Rules permit companies whose primary listing are on the Stock Exchange to repurchase their fully paid up securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(a) Shareholders’ approval

The Listing Rules provide that all proposed repurchases of securities by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by a specific approval of a particular transaction.

(b) Source of Funds

Repurchases must be made out of funds which are legally available for such purpose in accordance with the Memorandum of Association and Bye-laws of the Company and the laws of Bermuda.

(c) Trading Restrictions

A maximum of 10% of the issued share capital of the Company as at the date of passing the relevant resolution may be repurchased on the Stock Exchange. No shares may be repurchased unless they are fully paid up.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was 1,253,887,536 Shares of HK$0.10 each.

Subject to the passing of the ordinary resolution granting the Repurchase Mandate, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 125,388,753 Shares representing 10% of the issued share capital of the Company which are fully paid-up on the basis that no further shares will be issued or repurchased prior to the date of the Annual General Meeting.

– 8 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

3. REASONS FOR SHARE REPURCHASE AND ISSUE NEW SHARES

The Directors have no present intention to issue new Shares. However, the Directors believe that the general mandate to issue new Shares provides flexibility for the Company to raise fund, if necessary and would be beneficial to the Company and the Shareholders.

Although the Directors have no present intention of repurchasing any Shares, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and the Shareholders. Trading conditions on the Stock Exchange have sometimes been volatile in recent years. At any time in the future when Shares are trading at a discount to their underlying value, the ability of the Company to repurchase Shares will be beneficial to those Shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company and thereby resulting in an increase in net assets and/or earnings per Share of the Company. Such repurchases will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

4. FUNDING OF REPURCHASES

The Directors propose that repurchases of Shares under the Repurchase Mandate in these circumstances would be financed from the Company’s internal resources.

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association and Bye-laws of the Company and the laws of Bermuda.

The Company is empowered by its Memorandum of Association and Bye-laws to purchase its Shares. Bermuda law provides that the amount of capital paid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the Company that would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for such purpose. The amount of premium payable on repurchase may only be paid out of funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2016) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

– 9 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

5. SHARE PRICES

The highest and lowest prices at which Shares were traded on the Stock Exchange during each of the previous 12 months prior to the Latest Practicable Date were as follows:

		Shares
	Highest		Lowest
	HK$		HK$
2015
July	1.03		0.70
August	0.86		0.68
September	0.82		0.72
October	0.86		0.76
November	0.90		0.80
December	0.89		0.74
2016
January	0.79		0.67
February	0.86		0.70
March	0.88		0.75
April	0.87		0.80
May	0.85		0.72
June	0.80		0.73
July (up to the Latest Practicable Date)	0.75		0.72

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make purchases under the Repurchase Mandate in accordance with the Listing Rules and laws of Bermuda.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, presently intends to sell Shares to the Company under the Repurchase Mandate in the event that the proposal of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any connected persons of the Company that they have a present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them to the Company in the event that the proposal of the Repurchase Mandate is approved by the Shareholders.

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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

7. DISCLOSURE OF INTERESTS

Pursuant to Rule 32 of the Takeovers Code, if as a result of a Share repurchased by the Company, a substantial Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Ma Kai Cheung (Honorary Chairman and Non-Executive Director) together with his associates and Mr. Ma Kai Yum (Chairman and Executive Director) together with his associates had direct and/or deemed interests in 519,709,197 Shares and 164,871,300 Shares representing approximately 41.45% and 13.15% of the issued share capital of the Company respectively.

In the event that the Directors exercised in full the power to repurchase Shares in accordance with the terms of the ordinary resolution to be proposed at the Annual General Meeting, the total interests of Mr. Ma Kai Cheung together with his associates and Mr. Ma Kai Yum together with his associates in the Shares would be increased to approximately 46.05% and 14.61% of the issued share capital of the Company respectively. As such, the increase in Mr. Ma Kai Cheung’s proportionate interest in the issued Shares will give rise to an obligation for him to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors will be cautioned in exercising the Repurchase Mandate and have no intention to exercise the Repurchase Mandate to such extent which would result in Mr. Ma Kai Cheung becoming obliged to make a mandatory offer. In addition, the Directors also have no intention to repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%.

8. PURCHASE OF SECURITIES MADE BY THE COMPANY

No purchase of Shares has been made by the Company during the last six months (whether on the Stock Exchange or otherwise).

– 11 –

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The following are the particulars of the Directors to be retired and proposed for re-election at the Annual General Meeting:

NG Yan Kwong , aged 55, is Executive Director, Chief Financial Officer and Company Secretary of the Group since 2000. Before joining the Group, Mr. Ng was the finance director of a US beverage company operating in Mainland China. Mr. Ng has more than 10 years corporate and financial management experience with multinational consumer product companies in South East Asia and Greater China region. He also has substantial working experience in public accountancy practice with a major international accounting firm. He holds a Bachelor’s degree in Commerce of the University of Newcastle in Australia and is a member of the Hong Kong Institute of Certified Public Accountants and the CPA Australia.

Mr. Ng has no relationship with any directors, chief executive, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Ng Yan Kwong has the following interests in the Company within the meaning of Part XV of the SFO:

					Percentage
	Number of ordinary shares held		Underlying		of the
	and nature of interest		shares		Company’s
Personal	Family	Other	pursuant to		issued share
interests	interests	interests	share options	Total	capital
13,000,000	–	–	5,500,000	18,500,000	1.48

Save as disclosed above, Mr. Ng Yan Kwong did not have any other interests or short positions in the Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Mr. Ng has not held any directorships in other listed public companies during the last three years.

The emoluments of Mr. Ng is determined by the Board from time to time with reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry under prevailing market conditions. Under the employment contract, Mr. Ng is currently entitled to receive an annual salary of HK$1,989,869 and discretionary bonus. The terms of appointment of Mr. Ng is not specified in the service contract and his appointment is subject to retirement by rotation and is eligible for re-election in accordance with the Company’s Bye-laws.

There is no information that is required to be disclosed by Mr. Ng pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders of the Company in relation to the re-election of Mr. Ng.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

LO Ming Chi, Charles , aged 66, joined the Group in 1991 and is an Independent NonExecutive Director of the Company. Mr. Lo is a member of the CPA Australia and fellow of the Financial Services Institute of Australasia. He has more than 30 years of professional and business experience in financial and investment services in Australia, Hong Kong and other Asian countries.

Mr. Lo has no relationship with any directors, chief executive, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Lo Ming Chi, Charles has the following interests in the Company within the meaning of Part XV of the SFO:

					Percentage
	Number of ordinary shares held		Underlying		of the
	and nature of interest		shares		Company’s
Personal	Family	Other	pursuant to		issued share
interests	interests	interests	share options	Total	capital
–	–	–	150,000	150,000	0.01

Save as disclosed above, Mr. Lo Ming Chi, Charles did not have any other interests or short positions in the Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Mr. Lo is a non-executive director of Winshine Science Company Limited (Stock Code: 209) and an independent non-executive director of Cash Financial Services Group Limited (Stock Code: 510). He was an executive director and Chief Executive Officer of Huajun Holdings Limited (formerly known as New Island Development Holdings Limited) (Stock Code: 377) from 30 September 2010 to 25 September 2014. All of which are listed on the Stock Exchange of Hong Kong Limited. Save as disclosed herein, Mr. Lo has not held any directorships in other listed public companies during the last three years.

The emoluments of Mr. Lo is determined by the Board from time to time with reference to remuneration benchmark in the industry under prevailing market conditions. For the year ending 31 March 2016, Mr. Lo is entitled to an annual director’s fee of HK$200,000. Mr. Lo has not entered into any service contract with the Company. There is no special term or proposed length of services for Mr. Lo’s appointment but he is subject to retirement by rotation and is eligible for re-election in accordance with the Company’s Bye-laws.

The Company has received from Mr. Lo his annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules and considers that Mr. Lo is independent.

There is no information that is required to be disclosed by Mr. Lo pursuant to Rule 13.51(2) (h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders of the Company in relation to the re-election of Mr. Lo.

– 13 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

LEUNG Pak Yan , aged 63, joined the Group in August 2015 as Chief Executive Officer and Executive Director of the Group in October 2015. Prior to joining the Company, Mr. Leung was a senior civil servant of the Hong Kong government for nearly 30 years, serving various government departments such as Financial Services and the Treasury Bureau, Transport Bureau, Lands Departments and Education Department. Mr. Leung served as the first director of the Hong Kong Economic and Trade Office (the “ETO”) in Guangdong from 2002 to 2009. Mr. Leung retired from the Hong Kong government as an Administrative Officer Staff Grade B in 2009. After his long and distinguished service at the ETO, Mr. Leung has acted as the business consultant to numerous companies and trade associations in Southern China and Hong Kong prior to joining the Group. Mr. Leung holds a bachelor’s degree in electrical engineering from the University of Aston, the United Kingdom and a master’s degree in public administration from the University of Hong Kong.

Mr. Leung has no relationship with any directors, chief executive, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Leung Pak Yan has the following interests in the Company within the meaning of Part XV of the SFO:

					Percentage
	Number of ordinary shares held		Underlying		of the
	and nature of interest		shares		Company’s
Personal	Family	Other	pursuant to		issued share
interests	interests	interests	share options	Total	capital
–	–	–	9,000,000	9,000,000	0.72

Save as disclosed above, Mr. Leung Pak Yan did not have any other interests or short positions in the Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Mr. Leung has not held any directorships in other listed public companies during the last three years.

The emoluments of Mr. Leung is determined by the Board from time to time with reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry under prevailing market conditions. Under the employment contract, Mr. Leung is currently entitled to receive an annual salary of HK$2,400,000 and discretionary bonus. The terms of appointment of Mr. Leung is not specified in the service contract and his appointment is subject to retirement by rotation and is eligible for re-election in accordance with the Company’s Bye-laws.

There is no information that is required to be disclosed by Mr. Leung pursuant to Rule 13.51(2) (h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders of the Company in relation to the re-election of Mr. Leung.

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

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佳寧娜集團控股有限公司 CARRIANNA GROUP HOLDINGS COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00126)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Carrianna Group Holdings Company Limited (the “Company”) will be held at Carrianna (Chiu Chow) Restaurant, 1st Floor, 151 Gloucester Road, Wanchai, Hong Kong on Monday, 22 August 2016 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the reports of the directors of the Company (the “Directors”) and of the auditors of the Company for the year ended 31 March 2016.

2. To declare a final dividend of HK3 cents per share for the year ended 31 March 2016.

3. To re-elect the following retiring Directors and to authorise the board of Directors to fix the remuneration of the Directors.

4. (a) Mr. Ng Yan Kwong as Executive Director of the Company.

5. (b) Mr. Lo Ming Chi, Charles as Independent Non-Executive Director of the Company.

6. (c) Mr. Leung Pak Yan as Executive Director of the Company.

7. To re-appoint Messrs. Ernst & Young as auditors of the Company and to authorise the board of Directors to fix their remuneration.

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT

2. (a) Subject to paragraph (b) below, the exercise by the Directors during the Relevant Period of all the powers of the Company to purchase issued shares of HK$0.10 each in the capital of the Company, subject to and in accordance with the applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of shares to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate number of ordinary shares of the Company in issue on the date of this resolution, and the said approval shall be limited accordingly; and

4. (c) for the purpose of this resolution, “Relevant Period” means the period from the date of passing of this resolution until whichever is the earlier of:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders in general meeting; and

   • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or the laws of Bermuda to be held.”.

6. “ THAT

• (a) subject to sub-paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (b) the approval in sub-paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in sub-paragraph (a) of this resolution, otherwise than pursuant to:

• (i) a Rights Issue (as hereinafter defined);

• (ii) the exercise of any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; and

• (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company;

shall not exceed 20% of the aggregate number of ordinary shares of the Company in issue at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders in general meeting; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or the laws of Bermuda to be held.”;

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares in the Company open for a period fixed by the Directors to holders of shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regards to any restrictions or obligations under the laws of, or the requirements of any recognised body or any stock exchange, in any territory outside Hong Kong).”.

1. “ THAT conditional upon the passing of the ordinary resolutions no. 5 and 6 set out above, the general mandate granted to the Directors pursuant to resolution no. 6 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital repurchased by the Company under the authority granted in resolution no. 5, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution.”.

2. To transact any other business.

By Order of the Board Carrianna Group Holdings Company Limited Ng Yan Kwong Company Secretary

Hong Kong, 21 July 2016

Notes:

1. For the purpose of ascertaining shareholders’ right to attend and vote at the Annual General Meeting of the Company to be held on Monday, 22 August 2016, the Register of Members of the Company will be closed from Friday, 19 August 2016 to Monday, 22 August 2016, both days inclusive, during which period no transfer of shares will be effected. In order for a shareholder to be eligible to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch shares registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 18 August 2016.

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NOTICE OF ANNUAL GENERAL MEETING

1. For the purpose of ascertaining shareholders’ entitlement to the proposed final dividend, the Register of Members of the Company will be closed from Monday, 26 September 2016 to Friday, 30 September 2016, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the proposed final dividend (subject to shareholders’ approval at the Annual General Meeting), all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 23 September 2016.

2. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

3. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting.

4. An explanatory statement containing further details regarding ordinary resolutions No. 5 to 7 above will be sent to shareholders shortly together with the 2016 Annual Report.

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