Sun Art Retail Group Limited — M&A Activity 2017

Nov 23, 2017

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.

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SUN ART RETAIL GROUP LIMITED 高鑫零售有限公司

(incorporated in Hong Kong with limited liability)

(Stock Code: 06808)

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

Reference is made to the joint announcement dated 20 November 2017 (the “ Joint Announcement ”) issued by Sun Art Retail Group Limited (the “ Company ”) and Taobao China Holding Limited (the “ Offeror ”) in relation to, among other things, (i) the acquisition of 26.02% interest in the Company by the Offeror, and (ii) the possible mandatory unconditional cash offer by CICC on behalf of the Offeror to acquire all the issued Shares in the Company (other than those Shares already owned or agreed to be acquired by the Offeror and parties acting in concert with it). Unless otherwise defined, terms used herein shall have the same meanings as those defined in the Joint Announcement.

Pursuant to Rule 2.1 of the Takeovers Code, the Board is pleased to announce that Somerley Capital Limited (“ Somerley ”), a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, has been appointed as the Independent Financial Adviser to advise the Independent Board Committee in respect of the Offer. The appointment of Somerley as the Independent Financial Adviser has been approved by the Independent Board Committee pursuant to Rule 2.1 of the Takeovers Code.

The advice of the Independent Financial Adviser and the recommendation of the Independent Board Committee will be included in the Composite Document to be despatched jointly by the Company and the Offeror to the Shareholders in due course.

On behalf of the Board Sun Art Retail Group Limited Ludovic, Frédéric, Pierre HOLINIER Executive Director and Chief Executive Officer

Hong Kong, 23 November 2017

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As at the date of this announcement, the Directors of the Company are:

Executive Directors:

Ludovic, Frédéric, Pierre HOLINIER (Chief Executive Officer) HUANG Ming-Tuan

Non-executive Directors:

CHENG Chuan-Tai (Chairman) Benoit, Claude, Francois, Marie, Joseph LECLERCQ Xavier, Marie, Alain DELOM de MEZERAC Wilhelm, Louis HUBNER

Independent Non-executive Directors: Karen Yifen CHANG Desmond MURRAY HE Yi

The Directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statements in this announcement misleading.

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