Sun Art Retail : CONTINUING CONNECTED TRANSACTION - BUSINESS COOPERATION BETWEEN THE GROUP AND ALIBABA GROUP

February 27, 2020 at 12:25 pm EST

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.

SUN ART RETAIL GROUP LIMITED

高鑫零售有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 06808)

CONTINUING CONNECTED TRANSACTION - BUSINESS

COOPERATION BETWEEN THE GROUP AND ALIBABA GROUP

References are made to the Previous Announcements in relation to, amongst others, the continuing connected transactions under the category of "Business Cooperation between the Group and Alibaba Group".

The Board is pleased to announce that on 27 February 2020 after trading hours, the Group has entered into (i) the Dalian Hema Delivery Business Cooperation Renewal Agreement (details of which are set out in section I of this announcement) and (ii) the Shenyang Hema Delivery Business Cooperation Renewal Agreement (details of which are set out in section II of this announcement).

LISTING RULES IMPLICATIONS

Taobao China holds approximately 20.98% of the total issued Shares of the Company as at the date of this announcement and is therefore a substantial shareholder and a connected person of the Company under the Listing Rules. Taobao China is an indirect wholly-owned subsidiary of Alibaba. Alibaba is therefore also a connected person of the Company under the Listing Rules.

Hangzhou Rajax is a subsidiary of Alibaba and is therefore an associate of Taobao China and a connected person of the Company under the Listing Rules. Accordingly, each of the New Business Cooperation Agreements and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules in respect of the proposed annual caps under the category of the "Business Cooperation between the Group and Alibaba Group" exceed 0.1% but do not exceed 5%, the continuing connected transactions under the New Business Cooperation Agreement, and the Existing Business Cooperation Agreements are subject to the reporting and announcement requirements but exempt from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

INTRODUCTION

For the purpose of Rule 14A.81 of the Listing Rules, as the transactions contemplated under the New Business Cooperation Agreements are similar in nature with the transactions under the category of "Business cooperation between the Group and Alibaba Group" as disclosed in the Previous Announcements, the proposed annual caps of the New Business Cooperation Agreements need to be aggregated with the existing annual caps of the transactions under such category, which includes the following Existing Business Cooperation Agreements as at the date of this announcement, namely:

the Original Business Cooperation Agreement, which was entered into between Alibaba Zetai, the Company, Auchan China and RT-Mart China on 7 December 2017, pursuant to which
the Group and Alibaba Zetai agreed to cooperate, and cause their respective affiliates to cooperate, to adopt the "Taobao Daojia" ("淘寶到家") model across the stores of the Group and its affiliates. The Original Business Cooperation Agreement has a fixed term of three years commencing from 7 December 2017 and is automatically renewable for a successive period of three years between the respective parties subject to the Company's compliance with the Listing Rules. Please refer to the announcement published by the Company on 8 December 2017 for, among other things, details of the Original Business Cooperation Agreement;
the Auchan Implementation Agreement, which was entered into between Auchan China and Taobao Software (a direct wholly-owned subsidiary of Taobao China) on 19 March 2018,
pursuant to which Auchan China agreed to cooperate with Taobao Software to adopt the "Taobao Daojia" ("淘寶到家") model across the Auchan Stores. The Auchan Implementation Agreement has a fixed term of three years commencing from 19 March 2018 and is extendable by further agreement between the respective parties subject to the Company's compliance with the Listing Rules. Please refer to the announcement published by the Company on 19 March 2018 for, among other things, details of the Auchan Implementation Agreement;

the RT Implementation Agreement, which was entered into between RT-Mart China
and Taobao Software on 19 March 2018, pursuant to which RT-Mart China agreed to cooperate with Taobao Software to adopt the "Taobao Daojia" ("淘寶到家") model across the hypermarkets and supermarkets operated by RT-Mart China. The RT Implementation Agreement has a fixed term of three years commencing from 19 March 2018 and is extendable by further agreement between the respective parties subject to the Company's compliance with the Listing Rules. Please refer to the announcement published by the Company on 19 March 2018 for, among other things, details of the RT Implementation Agreement;
the Hainan Hema Business Cooperation Agreement, which was entered into between Shanghai Runhe and Shanghai Hema (an indirect wholly-owned subsidiary of Alibaba) on 15
January 2019, pursuant to which Shanghai Runhe agreed to cooperate with Shanghai Hema to adopt the "Hema Fresh" ("盒馬鮮生") model across the Hainan Hema Stores. The Hainan Hema Business Cooperation Agreement has a fixed term of three years commencing from 28 December 2018 and is extendable by further agreement between the parties subject to the Company's compliance with the Listing Rules. Please refer to the announcement published by the Company on 15 January 2019 for, among other things, details of the Hainan Hema Business Cooperation Agreement;
the Northeast China Hema Business Cooperation Agreement, which was entered into between
Shanghai Runhe and Shanghai Hema on 15 January 2019, pursuant to which Shanghai Runhe agreed to cooperate with Shanghai Hema to adopt the "Hema Fresh" ("盒馬鮮生") model across Northeast China Hema Stores. The Northeast China Hema Business Cooperation Agreement has a fixed term of three years commencing from 28 December 2018 and is extendable by further agreement between the parties subject to the Company's compliance with the Listing Rules. Please refer to the announcement published by the Company on 15 January 2019 for, among other things, details of the Northeast China Hema Business Cooperation Agreement;
the Dalian Hema Delivery Business Cooperation Agreement which was entered into between Dalian Runhe and Hangzhou Rajax, pursuant to which Hangzhou Rajax and Dalian Runhe (a non-wholly owned subsidiary of the Company) will cooperate in providing delivery services to the customers of Hema Stores operated by Dalian Runhe. The Dalian Hema Delivery Business Cooperation Agreement has a fixed term of one year commencing from 1 March 2019 and is extendable by further agreement between the parties subject to the Company's compliance with the Listing Rules. The Dalian Hema Delivery Business Cooperation Agreement will expire on 29 February 2020. Please refer to the announcement published by the Company on 12 April 2019 for, among other things, details of the Dalian Hema Delivery Business Cooperation Agreement;

the Shenyang Hema Delivery Business Cooperation Agreement which was entered into between Shenyang Runhe (an indirect non-wholly owned subsidiary of the Company) and Hangzhou Rajax, pursuant to which Hangzhou Rajax will provide delivery services to the customers of Hema Stores operated by Shenyang Runhe. The Shenyang Hema Delivery Business Cooperation Agreement has a fixed term of 9 months commencing from 31 May 2019 and can be terminated subject to not less than 30 days' prior notice served by either party to the Shenyang Hema Delivery Business Cooperation Agreement. The Shenyang Hema Delivery Business Cooperation Agreement will expire on 29 February 2020. Please refer to the announcement published by the Company on 31 May 2019 for, among other things, details of the Shenyang Hema Delivery Business Cooperation Agreement;
the RT-Mart Tao Xianda Quadripartite Implementation Agreement which was entered into between (i) Taobao Software, (ii) RT-Mart China, (iii) Hangzhou Tao Xian Da and (iv) Hangzhou Rajax, pursuant to which the parties agree that, all the rights and obligations of Taobao Software under the RT Implementation Agreement (save for delivery service arrangements) shall be transferred to Hangzhou Tao Xian Da. Please refer to the announcement published by the Company on 18 October 2019 for, among other things, details of the RT-Mart Tao Xianda Quadripartite Implementation Agreement;
the Auchan Tao Xianda Quadripartite Implementation Agreement which was entered into between (i) Taobao Software, (ii) Auchan China, (iii) Hangzhou Tao Xian Da and (iv) Hangzhou Rajax, pursuant to which the parties agree that, all the rights and obligations of Taobao Software under the Auchan Implementation Agreement (save for delivery service arrangements) shall be transferred to Hangzhou Tao Xian Da. Please refer to the announcement published by the Company on 18 October 2019 for, among other things, details of the Auchan Tao Xianda Quadripartite Implementation Agreement; and
the Ele Me Business Cooperation Renewal Agreement which was entered into between RT-
Mart China and Shanghai Rajax on 27 December 2019, pursuant to which RT-Mart China agreed upon the cooperation with Shanghai Rajax to adopt the "Ele Me" ("餓了麼") model across Stores under the Auchan and RT-Mart banners. The Ele Me Business Cooperation Renewal Agreement is the renewal agreement of the Ele Me Business Cooperation Agreement. The Ele Me Business Cooperation Renewal Agreement has a fixed term from 1 January 2020 to 31 March 2021. Please refer to the announcement published by the Company on 27 December 2019 for, among other things, the details of the Ele Me Business Cooperation Renewal Agreement.

RENEWAL OF EXISTING CONTINUING CONNECTED TRANSACTION - DALIAN HEMA DELIVERY BUSINESS COOPERATION RENEWAL AGREEMENT
As the Dalian Hema Delivery Business Cooperation Agreement will expire on 29 February 2020, the Board is pleased to announce that on 27 February 2020, the Group has entered into the Dalian Hema Delivery Business Cooperation Renewal Agreement between Dalian Runhe and Hangzhou Rajax which renews the Dalian Hema Delivery Business Cooperation Agreement and governs the cooperation between the parties in respect of the delivery services provided to the customers of the Hema Stores.
The principal terms of the Dalian Hema Delivery Business Cooperation Renewal Agreement are as follows:
Dalian Hema Delivery Business Cooperation Renewal Agreement

The principal terms of the Dalian Hema Delivery Business Cooperation Renewal Agreement are as follows:

Date	:	27 February 2020
Parties	:	(i)	Dalian Runhe; and
		(ii)	Hangzhou Rajax.
Term	:	Commencing from 1 March 2020 and ending on 28 February
		2021. Extension of the term of the Dalian Hema Delivery
		Business Cooperation Renewal Agreement shall be agreed
		not less than thirty (30) days prior to the expiry of the
		Dalian Hema Delivery Business Cooperation Renewal
		Agreement.
Nature of transaction	:	Pursuant to the Dalian Hema Delivery Business Cooperation
		Renewal Agreement, Hangzhou Rajax agreed to provide
		delivery services to the customers of the Hema Stores,
		who made orders using the Hema mobile application
		contemplated, subject to the terms and conditions set out
		therein.

Prices and fees	:	A service fee will be charged for each completed delivery
		order and	additional	service fee will be charged by
		Hangzhou	Rajax if a	second delivery or collection of

delivered goods is required due to the default of Dalian Runhe or its customers.

	This unit service fee for the Relevant Delivery Services
	(inclusive of any costs and expenses for performing
	the delivery services such as license fee, transportation
	costs, meal expenses and other contingent fees) has been
	determined after arm's length negotiations with reference
	to (i) the service fee charged for the same category of
	services and/or products offered by independent suppliers;
	(ii) the continuing partnership with Alibaba Group on the
	Hema Fresh business model; and (iii) the price of the same
	delivery services offered on the market by independent third
	parties.
	The unit service fee shall not be increased within the first
	year after the commencement of the Dalian Hema Delivery
	Business Cooperation Renewal Agreement. If (i) a change
	of market conditions warrants a decrease of the unit service
	fee; or (ii) there is an increase in demand for the Relevant
	Delivery Services, Hangzhou Rajax should appropriately
	reduce the unit service fee. If a party wishes to adjust the
	unit service fee, it shall notify the other party in writing and
	the adjustment of unit service fee will only take effect when
	the adjusted unit service fee has been agreed by both Dalian
	Runhe and Hangzhou Rajax, based upon the criteria in the
	preceding paragraph.
	A dedicated team of the Group will monitor and review the
	unit service fee of the Relevant Delivery Services regularly,
	in order to ensure that the transactions under the Dalian
	Hema Delivery Business Cooperation Renewal Agreement
	are conducted on normal commercial terms.
Payment arrangements :	The amount payable by the Group to Hangzhou Rajax will
	be settled by the Group each month after issuance and
	confirmation of the monthly bill at a date and according to
	terms as agreed by the Dalian Runhe and Hangzhou Rajax.

RENEWAL OF EXISTING CONTINUING CONNECTED TRANSACTION
- SHENYANG HEMA DELIVERY BUSINESS COOPERATION RENEWAL AGREEMENT

As the Shenyang Hema Delivery Business Cooperation Agreement will expire on 29 February 2020, the Board is pleased to announce that on 27 February 2020, the Group has entered into Shenyang Hema Delivery Business Cooperation Renewal Agreement between Shenyang Runhe and Hangzhou Rajax which renews the Shenyang Hema Delivery Business Cooperation Renewal Agreement and governs the cooperation between the parties in respect of the delivery services provided to the customers of the Hema Stores.

The principal terms of the Shenyang Hema Delivery Business Cooperation Renewal Agreement are as follows:

Shenyang Hema Delivery Business Cooperation Renewal Agreement

The principal terms of the Shenyang Hema Delivery Business Cooperation Renewal Agreement are as follows:

Date	:	27 February 2020
Parties	:	(i)	Shenyang Runhe; and
		(ii)	Hangzhou Rajax.
Term	:	Commencing from 1 March 2020 and ending on 28 February
		2021. Extension of the term of the Shenyang Hema Delivery
		Business Cooperation Renewal Agreement shall be agreed
		not less than thirty (30) days prior to the expiry of the
		Shenyang Hema Delivery Business Cooperation Renewal
		Agreement.
Nature of transaction	:	Pursuant to the Shenyang Hema Delivery Business
		Cooperation Renewal Agreement, Hangzhou Rajax agreed
		to provide delivery services to the customers of the relevant
		Hema Stores, who made orders using the Hema mobile
		application contemplated, subject to the terms and conditions
		set out therein.

Prices and fees	:	Service fee	will be charged for each completed delivery
		order and	additional	service fee will be charged by
		Hangzhou	Rajax if a	second delivery or collection of

delivered goods is required due to the default of Shenyang Runhe or its customers.

	This unit service fee for the Relevant Delivery Services
	(inclusive of any costs and expenses for performing
	the delivery services such as license fee, transportation
	costs, meal expenses and other contingent fees) has been
	determined after arm's length negotiations with reference to
	(i) the service fee charged for the same category of services
	and/or products offered by independent suppliers; (ii) the
	continuing partnership with Alibaba Group on the "Hema
	Fresh" business model; and (iii) the price of the same
	delivery services offered on the market by independent third
	parties.
	The unit service fee shall not be increased within the
	first year after the commencement of the Shenyang Hema
	Delivery Business Cooperation Renewal Agreement. If (i)
	a change of market conditions warrants a decrease of the
	unit service fee; or (ii) there is an increase in demand for
	the Relevant Delivery Services, Hangzhou Rajax should
	appropriately reduce the unit service fee. If a party wishes to
	adjust the unit service fee, it shall notify the other party in
	writing and the adjustment of unit service fee will only take
	effect when the adjusted unit service fee has been agreed by
	both Shenyang Runhe and Hangzhou Rajax, based upon the
	criteria in the preceding paragraph.
	A dedicated team of the Group will monitor and review the
	unit service fee of the Relevant Delivery Services regularly,
	in order to ensure that the transactions under the Shenyang
	Hema Delivery Business Cooperation Renewal Agreement
	are conducted on normal commercial terms.
Payment arrangements :	The amount payable by the Group to Hangzhou Rajax will
	be settled by the Group each month after issuance and
	confirmation of the monthly bill at a date and according
	to terms as agreed by the Shenyang Runhe and Hangzhou
	Rajax.

GENERAL TRANSACTION PRINCIPLES
The Group shall conduct review and evaluation of the fees payable under the New Business Cooperation Agreements with reference to the rates quoted by other independent third party providers of comparable services, in order to ensure that the fees under such agreements are conducted on normal commercial terms.
Where it is impracticable to make reference to the rate of the service fees offered by independent third party service providers for comparable services, the Group will take into consideration the service specifications, cost structure, profit margin, market condition and development strategy in determining the rate for the fees payable by the Group pursuant to the New Business Cooperation Agreements ensuring the terms of the agreements are in the best interest of the Group.

(IV) THE HISTORICAL TRANSACTION AMOUNTS AND THE AGGREGATED ANNUAL CAP FOR THE CATEGORY OF "BUSINESS COOPERATION BETWEEN THE GROUP AND ALIBABA GROUP"

The aggregate of the transaction amounts (unaudited) under the category of the "Business cooperation between the Group and Alibaba Group", being the aggregate of the transaction amounts payable by the Group to Alibaba Group (i) for the year ended 31 December 2018 and (ii) for the year ended 31 December 2019 amounted to approximately RMB306.5 million and approximately RMB1,148.8 million (unaudited), respectively.

As the transactions under the New Business Cooperation Agreements are similar in nature with the transactions under the category of "Business cooperation between the Group and Alibaba Group" as disclosed in the Previous Announcements, for the purpose of Rule 14A.81 of the Listing Rules, the New Business Cooperation Agreements are required to be aggregated with the existing transactions contemplated under the Existing Business Cooperation Agreements under the category of the "Business cooperation between the Group and the Alibaba Group".

Accordingly, the proposed annual caps under the category of the "Business cooperation between the Group and Alibaba Group", being the aggregate of the transaction amounts payable to Alibaba Group under the Existing Business Cooperation Agreements, the New Business Cooperation Agreements for the following periods are set out as follows:

	For the	For the
	financial	financial
	year ending	year ending
	31 December	31 December
in RMB	2020	2021
Existing annual caps (as disclosed in the Company's
announcement dated 27 December 2019)	2,030,500,000	2,145,000,000
Proposed annual caps	2,053,000,000	2,155,000,000

The above proposed annual caps are not intended, and do not purport, to be an indication of the Group's future performance or profitability and investors should not rely on the proposed annual caps in deciding whether to invest in the Shares of the Company.

BASIS FOR THE PROPOSED ANNUAL CAPS
In determining the proposed annual caps for the Existing Business Cooperation Agreements and the New Business Cooperation Agreements, the Board has taken into account the following factors:
1. the historical amount of fees payable by the Group under the category of the "Business cooperation between the Group and the Alibaba Group";
2. the estimated transaction value of the delivery services to be provided by Hangzhou Rajax under the Hema Fresh model based on projected customers' demand;
3. the Company's ongoing strategy to utilize the internet technologies and the expansion in market segment offered through the Hema Fresh Model to increase the efficiency of the traditional hypermarket and supermarket Stores operated by it; and
4. the anticipated increase in the scale of the Group's operation.

(VI) REASONS FOR AND BENEFITS OF ENTERING INTO NEW BUSINESS COOPERATION AGREEMENTS

In light of the continuous business cooperation with members of the Alibaba Group, the Company believes that it is for the benefit of the Group to conduct the transactions contemplated under the New Business Cooperation Agreements.

The arrangements contemplated under the New Business Cooperation Agreements allow the Group to digitalise and introduce further new retail solutions. The Group can utilise internet technologies and the Taobao traffic to further expand its retail channels to maximize the revenue of the Group. They also facilitate the Group to continue to leverage Taobao China's expertise in internet technologies and digital infrastructure to further expand its retail channel and maximise the revenue of the Group. The alliance with Alibaba Group will enable the Group's activities to benefit from Alibaba Group's digital ecosystem and also promote the development of the new business models of "Hema Fresh" for the Group.

The Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the New Business Cooperation Agreements and the Existing Business Cooperation Agreements are on normal commercial terms and in the ordinary and usual course of business of the Group, and that the terms of such agreements and the proposed annual caps are fair and reasonable and are in the best interests of the Company and its Shareholders as a whole.

(VII) LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules in respect of the proposed annual caps under the category of the "Business Cooperation between the Group and Alibaba Group" exceed 0.1% but do not exceed 5%, the continuing connected transactions under the New Business Cooperation Agreements and the Existing Business Cooperation Agreements are subject to the reporting and announcement requirements but exempt from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

(VIII) GENERAL

The Group

The principal activity of the Group is the operation of hypermarkets and E-commerce platforms in the PRC.

Alibaba

Alibaba is a company incorporated in the Cayman Islands and its American depository shares are listed on the New York Stock Exchange (Stock code: BABA), and its ordinary shares are listed on the Main Board of the Stock Exchange (Stock code: 9988).

Taobao China

Taobao China is a company incorporated in Hong Kong. Taobao China is the direct holding company of certain PRC subsidiaries relating to Taobao Marketplace, China's largest mobile commerce destination, and Tmall, China's largest third-party platform for brands and retailers, in each case in terms of gross merchandise volume in 2017.

Dalian Runhe

Dalian Runhe is a company incorporated under the laws of PRC and is principally engaged in the operation of Hema Stores.

Shenyang Runhe

Shenyang Runhe is a company incorporated under the laws of PRC and is principally engaged in the operation of Hema Stores.

Hangzhou Rajax

Hangzhou Rajax is a company incorporated under the laws of PRC and is a consolidated entity of Alibaba. Hangzhou Rajax operates, amongst others, Fengniao Delivery (蜂鳥) which focuses on instant and same-city delivery services.

(IX) BOARD CONFIRMATION

Mr. Zhang Yong and Mr. Chen Jun are the non-executive Directors appointed by Taobao China and therefore they are considered to have material interests in respect of the relevant board resolutions in connection with the New Business Cooperation Agreements and the proposed annual caps under the category of the "Business cooperation between the Group and Alibaba Group". For good corporate governance, Mr. Zhang Yong and Mr. Chen Jun had voluntarily abstained from voting on the relevant board resolution in connection with the New Business Cooperation Agreements and the proposed annual caps.

Save for the aforesaid and to the best knowledge, information and belief of the Company, none of the Directors have any material interest in the New Business Cooperation Agreements for which they would be required to abstain from voting on the relevant board resolution approving such documents pursuant to the articles of association of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the capitalised terms shall have the meanings as set out below:

"Alibaba"	Alibaba Group Holding Limited (阿里巴巴集團控股有限公司),
	a company incorporated in the Cayman Islands and the American
	depositary shares of which are listed on the New York Stock
	Exchange (Stock code: BABA), and its ordinary shares are listed
	on the Main Board of the Stock Exchange (Stock code: 9988)
"Alibaba Group"	Alibaba and its associates
"Alibaba Technology"	阿里巴巴（中國）網絡技術有限公司 (Alibaba (China) Network
	Technology Co., Ltd.*), a company incorporated under the laws
	of the PRC and an indirect wholly owned subsidiary of Alibaba
"Alibaba Zetai"	杭州阿里巴巴擇泰信息技術有限公司 (Hangzhou Alibaba
	Zetai Information Technology Company Limited*), a company
	incorporated in the PRC and an indirect wholly owned subsidiary
	of Alibaba

"associate(s)"	has the meaning ascribed to it under the Listing Rules
"Auchan China"	歐尚（中國）投資有限公司 (Auchan (China) Investment Co.,
	Ltd.*), a company incorporated in the PRC and a subsidiary of
	the Company
"Auchan Implementation	the implementation agreement entered into between Auchan
Agreement"	China and Taobao Software on 19 March 2018 relating to the
	cooperation between the parties thereof
"Auchan Tao Xianda	the implementation agreement entered into between Taobao
Quadripartite	Software, Auchan China, Hangzhou Tao Xian Da and Hangzhou
Implementation	Rajax on 18 October 2019 relating to the cooperation between
Agreement"	the parties thereof in relation to the Auchan Implementation
	Agreement
"Auchan Stores"	the hypermarkets and supermarkets operated by Auchan China
	designated under the Auchan Implementation Agreement
"Board"	the board of Directors of the Company
"Business Day"	a day on which banks are open for business in the PRC
"Company"	Sun Art Retail Group Limited (高鑫零售有限公司), a company
	incorporated under the laws of Hong Kong on 13 December 2000
	with limited liability, the shares of which are listed on the main
	board of the Stock Exchange
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
Dalian Hema Delivery	the delivery cooperation agreement entered into between
Business Cooperation	Hangzhou Rajax and Dalian Runhe on 11 April 2019 in relation
Agreement	to the delivery services for the business model "Hema Fresh"
	contemplated under the Hainan Hema Business Cooperation
	Agreement and the Northeast China Hema Business Cooperation
	Agreement
"Dalian Hema Delivery	the delivery cooperation agreement entered into between
Business Cooperation	Hangzhou Rajax and Dalian Runhe on 27 February 2020 in
Renewal Agreement"	relation to the delivery services for the business model "Hema
	Fresh", which renews the Dalian Hema Delivery Business
	Cooperation Agreement
"Dalian Runhe"	大連潤盒雲網絡科技有限公司 (Dalian Runhe Cloud Network
	Technology Co. Ltd.*), a limited liability company incorporated
	in the PRC and is principally engaged in the operation of Hema
	Stores. Dalian Runhe is an indirect wholly-owned subsidiary of
	the Company

"Director(s)"	director(s) of the Company
"Ele Me Business	the business cooperation agreement entered into between the RT-
Cooperation Agreement"	Mart China and Shanghai Rajax on 11 April 2019 in relation to
	entering in arrangements in respect of the business cooperation
	adopting "Ele Me" model
"Ele Me Business	the business cooperation agreement entered into between the RT-
Cooperation Renewal	Mart China and Shanghai Rajax on 27 December 2019 in relation
Agreement"	to entering in arrangements in respect of the business cooperation
	adopting "Ele Me" model, which renews the Ele Me Business
	Cooperation Agreement
"Existing Business	collectively, the Original Business Cooperation Agreement, the
Cooperation Agreements"	Auchan Implementation Agreement, the RT Implementation
	Agreement, the Hainan Hema Business Cooperation Agreement,
	the Northeast China Hema Business Cooperation Agreement, the
	Ele Me Business Cooperation Renewal Agreement, the Dalian
	Hema Delivery Business Cooperation Agreement, the Shenyang
	Hema Delivery Business Cooperation Agreement, the RT-Mart
	Tao Xianda Quadripartite Implementation Agreement and the
	Auchan Tao Xianda Quadripartite Implementation Agreement

"Fengniao Delivery"

"Group"

"Hainan Hema"

a delivery service operator in the PRC owned by Hangzhou Rajax

the Company and its Subsidiaries

a company incorporated in the PRC and a subsidiary of the Company as of the date of this announcement, to be transferred to Shanghai Runhe pursuant to the equity transfer agreement dated 31 May 2019 as referred to in the announcement of the Company dated 31 May 2019

"Hainan Hema Business the business cooperation agreement dated 15 January 2019 entered Cooperation Agreement" into between Shanghai Runhe and Shanghai Hema relating to the cooperation between the parties thereof within the Hainan

province of the PRC

"Hangzhou Rajax" 杭州拉紮斯信息科技有限公司 (Hangzhou Rajax Information Technology Company Ltd*), a company incorporated in the PRC and an indirect subsidiary of Alibaba

"Hangzhou Tao Xian Da" 杭州淘鮮達網絡科技有限公司 (Hangzhou Taoxianda Network Technology Co., Ltd.*), a limited liability company incorporated in the PRC and a subsidiary of Taobao China

"Hema Stores"the retail store(s) operated by Shanghai Runhe, Dalian Runhe and Shenyang Runhe which adopts the "Hema Fresh" ("盒馬鮮生") business model

"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"New Business	the Dalian Hema Delivery Business Cooperation Renewal
Cooperation Agreements"	Agreement and the Shenyang Hema Delivery Business
	Cooperation Renewal Agreement
"Northeast China Hema	the business cooperation agreement entered into between Shanghai
Business Cooperation	Runhe and Shanghai Hema on 15 January 2019 relating to the
Agreement"	cooperation between the parties thereof within the Heilongjiang,
	Jilin and Liaoning provinces of the PRC
"Northeast China Hema	the retail stores operated by Shanghai Runhe in accordance with
Stores"	the terms of the Northeast China Hema Business Cooperation
	Agreement to be connected to the "Hema Fresh" ("盒馬鮮生")
	business model located in the Heilongjiang, Jilin and Liaoning
	provinces of the PRC
"Original Business	the business cooperation agreement entered into between Alibaba
Cooperation Agreement"	Zetai, the Company, Auchan China and RT-Mart China	on
	7 December 2017 in relation to the cooperation to adopt	the
	"Taobao Daojia" ("淘寶到家") business model across the stores
	of the Group
"PRC"	the People's Republic of China and for the purpose of this
	announcement, it excludes Taiwan, Hong Kong and Macau
	Special Administrative Region of the PRC
"Previous Announcements"	the announcements of the Company dated (i) 8 December 2017,
	(ii) 19 March 2018, (iii) 15 January 2019, (iv) 12 April 2019, (v)
	31 May 2019, (vi) 18 October 2019 and (vii) 27 December 2019
	respectively
"RMB"	Renminbi, the lawful currency of the PRC
"RT Implementation	the implementation agreement entered into between RT-Mart
Agreement"	China and Taobao Software on 19 March 2018 relating to the
	cooperation between the parties thereof (details as set out in an
	announcement dated 19 March 2018)
"RT-Mart China"	康成投資（中國）有限公司 (Concord Investment (China) Co.,
	Ltd.*), a limited liability joint venture company incorporated in
	the PRC and is a subsidiary of the Company

"RT-Mart Tao Xianda	the implementation agreement entered into between Taobao
Quadripartite	Software, RT-Mart China, Hangzhou Tao Xian Da and Hangzhou
Implementation	Rajax on 18 October 2019 relating to the cooperation between the
Agreement"	parties thereof in relation to the RT Implementation Agreement
"Shanghai Hema"	上海盒馬網絡科技有限公司 ( S h a n g h a i H e m a N e t w o r k
	Technology Co., Ltd*), a limited liability company incorporated
	in the PRC and an indirect wholly-owned subsidiary of Alibaba
"Shanghai Rajax"	上海拉紮斯信息科技有限公司 Shanghai Rajax Information
	Technology Co., Ltd., a limited liability company incorporated in
	the PRC and a consolidated entity of Alibaba
"Shanghai Runhe"	上海潤盒網路科技有限公司 ( S h a n g h a i R u n h e I n t e r n e t
	Technology Co., Ltd*), a limited liability company incorporated
	in the PRC and is jointly held by RT-Mart China as to 51% equity
	interest and Alibaba Technology as to 49% equity interest
"Share(s)"	ordinary share(s) of the Company in issue
"Shareholder(s)"	holder(s) of Share(s)
"Shenyang Hema Delivery	the delivery cooperation agreement entered into between
Business Cooperation	Shenyang Runhe and Hangzhou Rajax on 31 May 2019 in relation
Agreement"	to the delivery services for the business model "Hema Fresh"
"Shenyang Hema Delivery	the delivery cooperation agreement entered into between
Business Cooperation	Shenyang Runhe and Hangzhou Rajax on 27 February 2020 in
Renewal Agreement"	relation to the delivery services for the business model "Hema
	Fresh", which renews the Shenyang Hema Delivery Business
	Cooperation Agreement
"Shenyang Runhe"	沈陽潤盒雲網絡科技有限公司 (Shenyang Runhe Network
	Technology Co., Ltd.*), a limited liability company incorporated
	in the PRC and is an indirect subsidiary of the Company

"Stock Exchange"

"Store(s)"

"Subsidiary"

The Stock Exchange of Hong Kong Limited

the retail store(s) operated by the Group

in relation to any company or corporation, a company or corporation:

which is controlled, directly or indirectly, by the first mentioned company or corporation;
more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

"substantial shareholder" "Taobao China"

"Taobao Software"

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control half of the composition of its board of directors or equivalent body

has the meaning ascribed to it under the Listing Rules

Taobao China Holding Limited, a company incorporated in Hong Kong and an indirect wholly owned subsidiary of Alibaba

淘寶（中國）軟件有限公司 (Taobao (China) Software Co., Ltd.*), a company incorporated in the PRC and is a direct wholly-owned subsidiary of Taobao China

"%"

per cent.

By Order of the Board

Sun Art Retail Group Limited

HUANG Ming-Tuan

Executive Director and Chief Executive Officer

Hong Kong, 27 February 2020

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

Executive Director:

Mr. HUANG Ming-Tuan (Chief executive officer)

Non-executive Directors:

Mr. ZHANG Yong (Chairman)

Mr. Benoit, Claude, Francois, Marie, Joseph LECLERCQ

Mr. Xavier, Marie, Alain DELOM de MEZERAC

Mr. Edgard, Michel, Marie BONTE

Mr. CHEN Jun

Ms. Isabelle, Claudine, Françoise BLONDÉ ép. BOUVIER

Independent Non-executive Directors:

Ms. Karen Yifen CHANG

Mr. Desmond MURRAY

Mr. HE Yi

Mr. Dieter YIH

For identification purpose only

Attachments

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Disclaimer

Sun Art Retail Group Limited published this content on 27 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 February 2020 14:36:03 UTC

Market Closed - Hong Kong S.E. Other stock markets 04:08:20 2024-04-26 am EDT			5-day change	1st Jan Change
1.56 ^HKD	+1.30%		+6.85%	+11.43%

Apr. 24	Mingxing Electric Power's Chairman Resigns	MT
Apr. 15	Sun Art Retail Group Expects Up to 1.7 Billion Yuan Loss in Fiscal Year 2024	MT

Mingxing Electric Power's Chairman Resigns	Apr. 23	MT
Sun Art Retail Group Expects Up to 1.7 Billion Yuan Loss in Fiscal Year 2024	Apr. 15	MT
Sun Art Retail Group Limited Provides Unaudited Consolidated Earnings Guidance for the Year Ended March 31, 2024	Apr. 12	CI
Sun Art Retail Group Limited Announces Board Changes	Mar. 26	CI
News Highlights : Top Financial Services News of the Day - Friday at 7 AM ET	Mar. 22	DJ
News Highlights : Top Financial Services News of the Day - Friday at 12 AM ET	Mar. 22	DJ
News Highlights : Top Financial Services News of the Day - Thursday at 4 PM ET	Mar. 21	DJ
News Highlights : Top Financial Services News of the Day - Thursday at 11 AM ET	Mar. 21	DJ
News Highlights : Top Financial Services News of the Day - Thursday at 7 AM ET	Mar. 21	DJ
Former Alibaba Chief Daniel Zhang Joins Little-Known Chinese Investment Fund	Mar. 21	DJ
Alibaba Isn't Selling RT-Mart, Freshhippo to COFCO	Mar. 20	MT
Sun Art Retail Group to Vote on Renewal of Contracts with Alibaba Affiliates; Shares Rise 3%	Mar. 07	MT
Alibaba Reports 69% Drop in Q4 Income; EPS Misses Estimates By Wide Margin	Feb. 08	MT
Alibaba considers sale of consumer assets including Freshippo, RT-Mart - sources	Feb. 02	RE
Sun Art Retail Renews Contracts with Alibaba Affiliates for 3 Years	Jan. 26	MT
Australian Gold and Copper Appoints Co-Chair; Shares Rise 9%	Dec. 21	MT
Jefferies Adjusts Sun Art Retail’s Price Target to HK$1.70 From HK$2.60, Keeps at Hold	Nov. 16	MT
Sun Art Retail Group's Loss Widens in April-September	Nov. 14	MT
Sun Art Retail Group Limited Reports Earnings Results for the Half Year Ended September 30, 2023	Nov. 14	CI
Transcript : Sun Art Retail Group Limited, H1 2024 Earnings Call, Nov 14, 2023	Nov. 13
Sun Art Retail Group Expects Wider Net Loss in Fiscal H1	Nov. 01	MT
Sun Art Retail Group Limited Provides Consolidated Earnings Guidance for the Six Months Ended 30 September 2023	Nov. 01	CI
China's Warning On Currency Speculation Weakens Hong Kong Stocks; Alibaba Falls 3% Over Unit CEO's Exit	23-09-11	MT
Alibaba CEO Takes Over Cloud Intelligence Unit; Shares Fall 4%	23-09-10	MT
Sun Art Retail Group Limited Declares Final Dividend for the Year Ended 31 March 2023, Payable on September 6, 2023	23-08-16	CI

	1st Jan change	Capi.
SUN ART RETAIL GROUP LIMITED	+11.43%	1.88B
FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V.	-10.31%	37.48B
AVENUE SUPERMARTS LIMITED	+11.52%	36.38B
SEVEN & I HOLDINGS CO., LTD.	+9.36%	34.45B
SM INVESTMENTS CORPORATION	+9.52%	20.04B
COLES GROUP LIMITED	+1.92%	14.16B
JERÓNIMO MARTINS, SGPS, S.A.	-17.40%	12.54B
ICA GRUPPEN	-.--%	11.82B
CASEY'S GENERAL STORES, INC.	+16.91%	11.76B
CARREFOUR	-3.89%	11.62B

Sun Art Retail Group Limited

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6808

HK0000083920

Food Retail & Distribution

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