Sun Art Retail Group Limited — Proxy Solicitation & Information Statement 2025

Nov 14, 2025

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.

SUN ART
Retail Group Limited
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 an extraordinary general meeting (the “EGM”) of Sun Art Retail Group Limited 高鑫零售有限公司 (the “Company”) will be held at 24/F., Admiralty Centre 1, 18 Harcourt Road, Admiralty, Hong Kong on Thursday, 4 December 2025 at 5:00 p.m. to consider and, if thought fit, passing, with or without modifications, the following resolution. Unless otherwise defined, capitalised terms defined in the circular dated 14 November 2025 (the “Circular”) shall have the same meanings when used in this notice.

ORDINARY RESOLUTION

1. “THAT:

(a) the proposed amendments (the “Proposed Amendments”) to the employee trust benefit schemes of the Company currently in force, the terms of which as set out in Appendix I to the Circular be and are hereby approved, and the directors of the Company (the “Directors”) be and are hereby authorised to do all things necessary to implement the adoption of the Proposed Amendments to the Auchan Scheme (as defined in the Circular) and the RT-Mart Scheme (as defined in the Circular);

(b) the amended Auchan Scheme and the amended RT-Mart Scheme which incorporates all of the Proposed Amendments, a copy of which has been produced to this meeting and signed by the Executive Director and Chief Executive Officer for identification purpose be and is hereby approved and adopted in substitution for, and to the exclusion of, the Auchan Scheme and the RT-Mart Scheme with immediate effect after the conclusion of this meeting; and

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(c) the Directors be and are hereby authorised to do all things necessary to implement the adoption of the amended Auchan Scheme and the amended RT-Mart Scheme reflecting all the Proposed Amendments.”

By order of the board
Sun Art Retail Group Limited
SHEN Hui
Executive Director and Chief Executive Officer

Hong Kong, 14 November 2025

Notes:

1. The resolution 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 EGM (i.e. not later than 5:00 p.m. on Tuesday, 2 December 2025 (Hong Kong time)) or the adjourned meeting (as the case may be). The office of the Company’s share registrar is open for business from Monday to Friday, 9:00 a.m. to 4:30 p.m.. 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 EGM, the register of members of the Company will be closed from Monday, 1 December 2025 to Thursday, 4 December 2025, both days inclusive, during which period no transfer of Shares of the Company will be registered. In order to be eligible to attend and vote at the EGM, 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 Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shop 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 28 November 2025.

5. A circular containing further details concerning items 1(a) to 1(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.

7. Bad weather arrangements:

The EGM will be held on Thursday, 4 December 2025 as scheduled regardless of whether or not any rainstorm warning signal or tropical cyclone signal is in force in Hong Kong at any time on that day. Shareholders may visit the website of the Company (www.sunartretail.com) for details of the alternative meeting arrangements. Shareholders should make their own decision as to whether they would attend the EGM under bad weather conditions having regard to their own situation and if they should choose to do so, they are advised to exercise care and caution.

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

Executive Director:
SHEN Hui (Chief Executive Officer)

Non-Executive Directors:
Julian Juul WOLHARDT (Chairman)
Guannan WANG
Mengxue MEI

Independent Non-Executive Directors:
Karen Yifen CHANG
Charles Sheung Wai CHAN
YIH Lai Tak, Dieter