Core Viewpoint - The company, Jianingna, has entered into a sale agreement to divest its wholly-owned subsidiary, Profit Share Investments Limited, to Silver Chaser Holdings Limited, which will result in the subsidiary no longer being consolidated in the group's financial statements [1] Group 1: Transaction Details - The sale involves the transfer of 100% equity in Profit Share Investments Limited, which is registered in the British Virgin Islands and primarily engaged in investment holding [1] - The transaction is expected to provide the group with an opportunity to liquidate its investment in the target company and reallocate financial resources for future development [1] Group 2: Financial Implications - Proceeds from the sale will be used to reduce the group's debt, aligning with the overall strategic planning of the group [1] - The board believes that the sale will optimize resource allocation and strengthen the group's cash flow [1]

Core Viewpoint - The company plans to sell its 100% stake in Profit Share Investments Limited for HKD 45 million, which will provide liquidity and allow for the reallocation of financial resources for future development [1] Group 1 - The sale is intended to provide an opportunity for the company to liquidate its investment in the target company [1] - The proceeds from the sale will be used to reduce the company's debt [1] - This transaction aligns with the company's overall strategic planning [1] Group 2 - The target company's sole asset represents approximately 4.62% indirect equity interest in the invested group [1] - The board believes that the sale will optimize resource allocation and strengthen the company's cash flow [1]

Core Viewpoint - The company, Jianingna, plans to sell 100% of Profit Share Investments Limited to Silver Chaser Holdings Limited for HKD 45 million, which will provide liquidity and allow for the reallocation of financial resources for future development [1] Group 1 - The sale is part of the company's strategy to optimize resource allocation and strengthen cash flow [1] - The target company's sole asset is approximately 4.62% indirect equity interest in the invested group [1] - Proceeds from the sale will help reduce the company's debt [1]

Core Viewpoint - The company,佳宁娜, has entered into a sale agreement to divest its 100% stake in Profit Share Investments Limited, which will no longer be a subsidiary post-transaction, allowing for better resource allocation and debt reduction [1] Group 1: Transaction Details - The seller, 佳宁娜地产发展, and the buyer, Silver Chaser Holdings Limited, have agreed on the sale of shares, which includes three batches of shares [1] - The target company is registered in the British Virgin Islands and primarily engages in investment holding, with its sole asset being approximately 4.62% indirect equity interest in the invested group [1] Group 2: Strategic Implications - The sale provides an opportunity for the group to liquidate its investment in the target company and reallocate financial resources for future development [1] - Proceeds from the sale will contribute to reducing the group's debt, aligning with the overall strategic planning of the group [1] - The board believes that the transaction will optimize resource allocation and strengthen the group's cash flow [1]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告 全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 佳寧娜集團控股有限公司 CARRIANNA GROUP HOLDINGS COMPANY LIMITED （於百慕達註冊成立之有限公司） （股份代號：00126） 須予披露交易 出售目標公司之全部股權 董事會宣佈，於二零二六年二月十三日（交易時段後），賣方（本公司之直接 全資附屬公司）、買方及本公司（作為賣方之擔保人）訂立買賣協議，據此，賣 方同意出售，而買方同意收購待售股份（佔目標公司之100%股權及包括第一 批待售股份、第二批待售股份及第三批待售股份），以換取代價。於完成後， 目標公司將不再為本公司之附屬公司，目標公司之財務業績將不再於本集 團之綜合財務報表綜合入賬。 上市規則之涵義 由於出售事項之一項或多項適用百分比率（定義見上市規則）超出5%但均低 於25%，故出售事項構成本公司之須予披露交易，且根據上市規則第14章， 須遵守通告及公告規定。 1 買賣協議 於二零二六年二月十三日，賣方（本公司 ...

FF301 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00126 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.1 HKD | | 200,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.1 HKD | | 200,000,000 | 本月底法定/註冊股本總額： HKD 200,000,000 第 1 頁 共 10 頁 v 1.2.0 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2026年1月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 佳寧娜集團控股有限公司 ...

FF301 I. 法定/註冊股本變動 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年12月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 佳寧娜集團控股有限公司（於百慕達註冊成立之有限公司） 呈交日期: 2026年1月5日 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00126 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.1 HKD | | 200,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.1 HKD | | 200,000,000 | 本月底法定 ...

Financial Performance - For the six months ended September 30, 2025, the company reported revenue of HK$324,560,000, a slight increase from HK$324,050,000 in the same period of 2024, representing a growth of 0.16%[13] - The gross profit for the same period was HK$190,672,000, down from HK$194,603,000, indicating a decrease of 2.0%[13] - The loss before tax improved to HK$28,673,000 compared to a loss of HK$117,232,000 in the previous year, reflecting a reduction of 75.5%[13] - The net loss for the period was HK$34,945,000, significantly lower than the loss of HK$112,056,000 reported in the prior year, marking a decrease of 68.8%[15] - Basic and diluted loss per share for the period was HK$1.96, an improvement from HK$6.96 in the same period last year[13] - Total comprehensive loss for the period was HK$18,630,000, a significant improvement from a total comprehensive income of HK$70,637,000 in the prior year[15] - The total comprehensive income for the period was HK$70,637,000, a recovery from a loss of HK$109,360,000 in the previous period[21] - The Group's loss before tax for the six months ended September 30, 2025, was HK$30,827,000, compared to a loss of HK$109,360,000 in the same period of 2024[58] Revenue Breakdown - Revenue from the restaurant, food, and hotel segment was HK$243,147,000, down from HK$270,282,000 in 2024, representing a decrease of approximately 10%[41] - The property investment and development segment generated revenue of HK$81,413,000, an increase from HK$53,768,000 in 2024, reflecting a growth of approximately 51%[39] - Revenue from contracts with customers in the restaurant, food, and hotel segment included HK$115,836,000 from restaurant operations and HK$66,531,000 from bakery operations[42] - The geographical breakdown of revenue shows that HK$84,363,000 was generated in Hong Kong, while HK$158,784,000 came from Mainland China[42] - The restaurant turnover decreased by 15.3% to HK$115,836,000 from HK$136,807,000 in 2024, primarily due to economic weakness and increased market competition[114][116] - The food business turnover was HK$55,204,000, down 5.7% from HK$58,527,000 in 2024, attributed to changes in consumer behavior and cautious purchasing decisions[118][122] - The hotel business recorded a turnover of HK$5,576,000, a decrease of 40.8% from HK$9,425,000 in 2024, mainly due to reduced turnover from the Foshan hotel[121][122] Cost Management - The company reported a decrease in selling and distribution expenses to HK$119,161,000 from HK$151,056,000, a reduction of 21.1%[13] - Finance costs decreased to HK$39,213,000 from HK$58,219,000, reflecting a reduction of 32.7%[13] - Corporate and unallocated expenses amounted to HK$19,365,000, a decrease from HK$36,032,000 in 2024, showing a reduction of approximately 46%[39] - The Group plans to optimize cost management, enhance operational efficiency, and expand online sales channels to navigate economic fluctuations and achieve sustained growth[123] Assets and Liabilities - Total non-current assets decreased to HK$4,344,357,000 from HK$4,423,734,000, a decline of approximately 1.8%[17] - Current assets totaled HK$1,144,239,000, slightly down from HK$1,154,551,000, representing a decrease of about 0.9%[19] - Total current liabilities decreased to HK$1,922,732,000 from HK$1,969,062,000, a reduction of approximately 2.4%[19] - Net current liabilities improved to HK$778,493,000 from HK$814,511,000, indicating a positive change of about 4.4%[19] - Total assets less current liabilities stood at HK$3,565,864,000, down from HK$3,609,223,000, a decrease of approximately 1.2%[19] - Net assets decreased to HK$2,896,225,000 from HK$2,917,783,000, reflecting a decline of about 0.7%[19] - Cash and cash equivalents decreased to HK$100,658,000 from HK$162,534,000, a significant decline of approximately 38.1%[17] Cash Flow - For the six months ended September 30, 2025, the net cash flows from operating activities were HK$62,565,000, compared to HK$23,948,000 for the same period in 2024, representing a significant increase of 61.8%[25] - The company reported a net cash inflow from investing activities of HK$14,115,000, a decrease from HK$121,653,000 in the prior year, indicating a reduction in investment activity[25] - New bank loans amounted to HK$92,293,000, while repayments of bank loans were HK$133,889,000, resulting in a net cash outflow from financing activities of HK$101,761,000[25] - Cash and cash equivalents at the end of the period were HK$100,658,000, down from HK$156,110,000 at the end of the previous period[25] Shareholder Information - As of September 30, 2025, Ma Kai Cheung holds 627,463,011 shares, representing 39.93% of the company's issued share capital[151] - Ma Kai Yum owns 309,289,754 shares, accounting for 19.68% of the company's issued share capital[151] - The controlling shareholders, Ma Kai Cheung and Ma Kai Yum, hold 39.93% and 19.68% of the company's shares, respectively, and have committed to maintaining at least 42% of the shares collectively[193] - The total issued and fully paid share capital as of September 30, 2025, remained at HK$157,136,000, with 1,571,359,420 ordinary shares issued[70] Management and Governance - The Audit Committee consists of three independent non-executive directors and is responsible for reviewing the financial reporting process and internal controls[195] - The Remuneration Committee aims to establish competitive remuneration levels to attract and retain key executives[198] - The company’s financial statements for the six months ended September 30, 2025, were reviewed by the Audit Committee[196] Future Outlook - Management remains cautiously optimistic about the economic outlook for the coming year, anticipating gradual improvements as conditions evolve[124] - The Group plans to enhance operational efficiency and financial control to mitigate operational risks amid economic uncertainties[126] - The Group aims to expand its market presence in the Greater Bay Area, leveraging established brands like "Carrianna" and "Shun Yi" to grow its restaurant business[127]

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年11月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 佳寧娜集團控股有限公司（於百慕達註冊成立之有限公司） 呈交日期: 2025年12月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00126 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.1 HKD | | 200,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.1 HKD | | 200,000,000 | 本月底法 ...

Core Viewpoint - The company reported a slight increase in revenue but a significant reduction in losses, indicating improved operational efficiency despite challenges in certain business segments [1] Financial Performance - Revenue for the six months ending September 30, 2025, was HKD 325 million, representing a year-on-year increase of 0.2% [1] - The loss attributable to shareholders narrowed to HKD 30.827 million, a reduction of 71.8% compared to the previous year [1] - Basic loss per share was HKD 0.0196 [1] Business Segments - The slight increase in revenue was primarily driven by growth in property investment and development activities [1] - This growth was offset by a decline in revenue from the restaurant and hotel segments [1] Cost Management - The reduction in losses was attributed to several factors, including: - Decrease in selling and distribution expenses [1] - Reduction in general and administrative expenses [1] - Lower financial costs [1]