Carrianna Group Holdings Company Limited (00126) announced that on 13 February 2026, its wholly owned subsidiary, Carrianna Land Development Limited (the Vendor), entered into a Sale and Purchase Agreement with Silver Chaser Holdings Limited (the Purchaser). The transaction involves disposing of the entire equity interest, comprising a total of 8.56 million shares, in Profit Share Investments Limited (the Target Company) for a total consideration of HK$45.00 million.

The Target Company holds approximately 4.62% indirect attributable interests in a group of private companies engaged in the merchant services business. Payment for the HK$45.00 million consideration will be made in three tranches—HK$10.00 million, HK$25.00 million, and HK$10.00 million—aligned with three completion stages. The unaudited net asset value of the Target Company is approximately HK$30.16 million. Following the transaction, Carrianna will no longer consolidate the financial results of the Target Company.

After deducting estimated expenses of HK$0.05 million, the disposal is expected to yield net proceeds of HK$44.95 million. Carrianna anticipates an increase in retained earnings of HK$14.79 million, calculated as the difference between the net proceeds and the Target Company’s net asset value. Approximately 80% of the proceeds will be used to finance the development of Carrianna’s property investment and development business, while the remaining 20% will serve as general working capital.

All applicable percentage ratios under the Listing Rules exceed 5% but remain below 25%, rendering the deal a discloseable transaction subject to notification and announcement requirements. The board of directors considers the disposal reasonable and beneficial, aligning with strategic efforts to optimize resources and strengthen financial liquidity.