Sun Art Retail Group Limited — Proxy Solicitation & Information Statement 2019

Sep 10, 2019

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

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “ EGM ”) of Sun Art Retail Group Limited (the “ Company ”) will be held at Lotus Room, 6/F, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on 27th day, September 2019 at 3 p.m. to consider and, if thought fit, passing, with or without modifications, the following resolutions. Unless otherwise defined, capitalised terms defined in the circular dated 10 September 2019 shall have the same meanings when used in this notice.

ORDINARY RESOLUTIONS

1. “ THAT

   • (a) the entering into of the Supply Agreements (dated 11 April 2019, 31 May 2019 and 19 August 2019 respectively, and as defined in the circular of the Company dated 10 September 2019 and a copy of which has been produced to the meeting and marked “A” and initialled by the chairman of the meeting for the purpose of identification) be and is hereby approved, confirmed and ratified;

   • (b) the Revised Annual Caps (as defined in the circular of the Company dated 10 September 2019) be and are hereby approved, confirmed and ratified;

   • (c) any director and/or the Chief Executive Officer of the Company be and is hereby authorised to take any step and execute such other documents as they consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with (a) and (b) above.”

By Order of the Board Sun Art Retail Group Limited Mr. HUANG Ming-Tuan Chief Executive Officer

Hong Kong, 10 September 2019

Registered office : Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong

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Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the Extraordinary General Meeting (i.e. not later than 3:00 p.m. on 25th day, September 2019 (Hong Kong time)) or the adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. For determining the entitlement to attend and vote at the above meeting, the Register of Members of the Company will be closed from 25th day, September 2019 to 27th day, September 2019, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Extraordinary General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 24th day, September 2019.

5. A circular containing further details concerning item 1(a), (b) and (c) set out in the above notice will be sent to all shareholders of the Company.

6. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the non-executive Directors are Mr. ZHANG Yong (Chairman), Mr. Edgard, Michel, Marie BONTE, Mr. Benoit, Claude, Francois, Marie, Joseph LECLERCQ, Mr. Xavier, Marie, Alain DELOM de MEZERAC, Mr. CHEN Jun, Ms. Isabelle Claudine and Françoise BLONDÉ ép. BOUVIER; and the independent non-executive Directors are Ms. Karen Yifen CHANG, Mr. Desmond MURRAY and Mr. HE Yi.

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