Golden Eagle Retail : (1) 2019 LEASE IN RESPECT OF HANZHONG PLAZA; (2) FOURTH SUPPLEMENTAL LEASE IN RESPECT OF ZONE A XIANLIN HUBIN TIANDI; (3) SUPPLEMENTAL LEASE IN RESPECT OF GOLDEN EAGLE WORLD; AND (4) REVISION OF ANNUAL CAPS OF LEASE AGREEMENT (DANYANG TIANDI PLAZA)

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in Golden Eagle Retail Group Limited, you should at once hand this circular to the purchaser or the transferee or the bank, stockbroker or other registered dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

GOLDEN EAGLE RETAIL GROUP LIMITED

金鷹商貿集 團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3308)

1. 2019 LEASE IN RESPECT OF HANZHONG PLAZA;
2. FOURTH SUPPLEMENTAL LEASE IN RESPECT OF ZONE A XIANLIN HUBIN TIANDI;
3. 1. SUPPLEMENTAL LEASE IN RESPECT OF GOLDEN EAGLE WORLD;
      AND

1. REVISION OF ANNUAL CAPS OF LEASE AGREEMENT (DANYANG TIANDI PLAZA)

Independent financial adviser to the independent board committee

and the independent shareholders of the Company

EUTO CAPITAL PARTNERS LIMITED

A letter from the Board is set out on pages 17 to 35 of this circular. A letter of advice from the Independent Financial Adviser (as defined herein) containing its advice and recommendation to the Independent Board Committee (as defined herein) and the Independent Shareholders (as defined herein) is set out on pages 38 to 108 of this circular. A letter from the Independent Board Committee is set out on pages 36 and 37 of this circular.

A notice convening the EGM to be held at 10:00 a.m., on Friday, 18 October 2019 at Unit 1206, 12th Floor, Tower 2, Lippo Centre, 89 Queensway, Hong Kong is set out on pages 125 to 127 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.geretail.com).

Whether or not you are able to attend the EGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 24 hours before the time appointed for the holding of EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment hereof in person should you so wish.

18 September 2019

		CONTENTS
			Page
Definitions . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . .	36
Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . .	38
Appendix	-	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	109
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	125

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"2019 Further Additional Xianlin	comprises certain area of the ground floor to the 3rd floor
Retail Area"	of Block B, the ground floor and the 1st floor of Block C
	and the ground floor of Block D of Zone A Xianlin Hubin
	Tiandi with an aggregate gross floor area of
	approximately 4,699.62 square metres
"2019 Lease Agreement	the lease agreement in respect of Hanzhong Plaza dated 3
(Hanzhong Plaza)"	July 2019 entered into between Nanjing Golden Eagle
	Retail and Golden Eagle International Group
"2019 Total Xianlin Retail Area"	collectively, the Xianlin Golden Eagle Shopping Plaza,
	the Additional Xianlin Retail Area, the Further Additional
	Xianlin Retail Area and the 2019 Further Additional
	Xianlin Retail Area with an aggregate gross floor area of
	approximately 47,495.02 square metres
"Additional Golden Eagle World	comprises the basement 2nd floor of Golden Eagle World
Lease Area"	with a gross floor area of approximately 23,623 square
	metres
"Additional Shanghai Properties"	comprise the entire 7th to 8th floors and a portion of the
	9th floor of Golden Eagle Shopping Plaza with an
	aggregate gross floor area of approximately 9,982.77
	square metres
"Additional Xianlin Retail Area"	comprises the ground floor and the 1st floor of Blocks C
	and E and the ground floor of Blocks D and F of Zone A
	Xianlin Hubin Tiandi with an aggregate gross floor area
	of approximately 14,556 square metres
"Ancillary Facilities"	the ancillary facilities located on 1st to 5th floors of
	Hanzhong Plaza, including, inter alia, water pumps,
	ventilation machines, air-conditioning system, electricity
	control system, escalators, elevators, fire extinguishers,
	fire alarm systems, CCTV, cables, etc.
"associate(s)"	has the meaning ascribed thereto under the Listing Rules
"Board"	the board of Directors

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	DEFINITIONS
"Business Day(s)"	a day (other than Saturday and Sunday) on which banks
	in the PRC are open for general banking transactions
"Company"	Golden Eagle Retail Group Limited (金鷹商貿集團有限
	公司), a company incorporated in the Cayman Islands
	with limited liability, the shares of which are listed on the
	Main Board of the Stock Exchange
"connected person(s)"	has the meaning ascribed thereto under the Listing Rules
"Cooperation Agreement on	the cooperation agreement on property leases in respect
Property Lease (Offices)"	of various office premises dated 29 December 2017
	entered into between Golden Eagle Trading and Golden
	Eagle International Group
"Danyang Golden Eagle	丹陽金鷹國際購物中心有限公司 (Danyang Golden Eagle
Shopping" or "Danyang Store"	International Shopping Centre Co., Ltd.), a company
	established in the PRC with limited liability on 27 May
	2014, being an indirect wholly-owned subsidiary of the
	Company, or where the context so requires, the lifestyle
	center operated by such entity
"Danyang Golden Eagle Tiandi"	丹陽金鷹天地實業有限公司 (Danyang Golden Eagle
	Tiandi Industry Co., Ltd.), a company established in the
	PRC with limited liability on 18 October 2006, being an
	indirect wholly-owned subsidiary of GEICO and the
	developer of Danyang Tiandi Plaza
"Danyang Proposed Annual	the proposed revised annual caps for the Lease
Caps"	Agreement (Danyang Tiandi Plaza) for each of the three
	years ending 31 December 2021
"Danyang Tiandi Lease Area"	all parts of 1st - 8th floors and a portion of basement 1st
	floor, North Zone, Block 16 of Danyang Tiandi Plaza
	with gross floor area of approximately 52,976.24 square
	metres and the ancillary facilities
"Danyang Tiandi Plaza"	丹陽金鷹天地廣場項目 (Danyang Golden Eagle Tiandi
	Plaza Project) located at 丹陽市丹鳳南路17號
	(17 Danfeng Nan Lu, Danyang City) and to be developed
	by Danyang Golden Eagle Tiandi

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	DEFINITIONS
"Deed of Non-Competition"	the deed of non-competition dated 26 February 2006
	executed by Mr. Wang, Golden Eagle International Retail
	Group Limited and GEICO in favour of the Company
"Directors"	the directors of the Company (including the independent
	non-executive directors of the Company) and "Director"
	shall mean any one of them
"EGM"	the extraordinary general meeting of the Company to be
	convened and held to consider, and if thought fit, to
	approve, inter alia, (i) the New Lease Agreements and the
	transactions contemplated thereunder and the respective
	proposed annual caps / revised annual caps and (ii) the
	Danyang Proposed Annual Caps
"Facilities Leasing Agreement"	the facilities leasing agreement in respect of the Ancillary
	Facilities dated 3 June 2009 entered into between Golden
	Eagle (China) and Nanjing Jinjiye
"Fourth Supplemental Agreement	the fourth supplemental agreement to the Lease
to Lease Agreement	Agreement (Xianlin Golden Eagle Shopping Plaza) and
(Total Xianlin Retail Area)"	the Lease Agreement (Additional Xianlin Retail Area)
	dated 3 July 2019 entered into between Xianlin Golden
	Eagle Shopping and Xianlin Golden Eagle Technology
"Further Additional Xianlin	comprises the ground floor of Block B, the ground floor
Retail Area"	and the 1st floor of Block E and the ground floor of Block
	F of Zone A Xianlin Hubin Tiandi with an aggregate
	gross floor area of approximately 5,700 square metres
"GEICO"	GEICO Holdings Limited, a company incorporated in the
	British Virgin Islands with limited liability, being the
	indirect sole shareholder of Golden Eagle International
	Group, Xianlin Golden Eagle Technology, Nanjing Jianye
	Properties, Danyang Golden Eagle Tiandi and the indirect
	controlling shareholder of the Company
"Golden Eagle (China)" or	金鷹國際商貿集團(中國)有限公司	(Golden	Eagle
"Nanjing Xinjiekou Store"	International Retail Group (China) Co., Ltd.), a company
	established in the PRC with limited liability on 12 May
	2000, being an indirect wholly-owned subsidiary of the
	Company

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