Sun Art Retail : (I) CONTINUING CONNECTED TRANSACTION - BUSINESS COOPERATION BETWEEN THE GROUP AND ALIBABA GROUP;(II) VARIATION OF TERMS OF EXISTING CONTINUING CONNECTED TRANSACTIONS; AND(III) REVISION OF ANNUAL CAPS FOR CERTAIN CONTINUING CONNECTED TRANSACTIONS

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)

1. 1. CONTINUING CONNECTED TRANSACTION - BUSINESS COOPERATION BETWEEN THE GROUP AND ALIBABA GROUP;
2. VARIATION OF TERMS OF EXISTING CONTINUING CONNECTED TRANSACTIONS; AND
3. 1. REVISION OF ANNUAL CAPS FOR CERTAIN CONTINUING CONNECTED TRANSACTIONS

Reference is made to the announcements of the Company dated (i) 12 April 2019 and (ii) 31 May 2019 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 18 October 2019, the Group has entered into (i) the Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service) (details of which are set out in section I of this announcement); (ii) the RT-Mart Tao Xianda Quadripartite Implementation Agreement (details of which are set out in section II of this announcement) and (iii) the Auchan Tao Xianda Quadripartite Implementation Agreement (details of which are set out in section III 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.

Each of Rajax Network Shanghai, Taobao Software, Hangzhou Rajax, and Hangzhou Tao Xian Da 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, the Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service), the RT Mart Tao Xianda Quadripartite Implementation Agreement and the Auchan Tao Xianda Quadripartite Implementation Agreement, 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 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.

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INTRODUCTION

Reference is made to the announcements of the Company dated (i) 12 April 2019 and (ii) 31 May 2019 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 18 October 2019, the Group has entered into (i) the Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service) (details of which are set out in section I of this announcement); (ii) the RT-Mart Tao Xianda Quadripartite Implementation Agreement (details of which are set out in section II of this announcement) and (iii) the Auchan Tao Xianda Quadripartite Implementation Agreement (details of which are set out in section III of this announcement).

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 announcements of the Company dated 12 April 2019 and 31 May 2019 respectively, 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:

1. 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;
2. 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;
3. 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;

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1. 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;
2. 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;
3. the Ele Me Business Cooperation Agreement, which was entered into between RT-Mart China and Shanghai Rajax on 11 April 2019, pursuant to which sets out the principal
   framework upon which the RT-Mart China may enter into arrangements in respect of business cooperation adopting the "Ele Me" ("餓了麼") model across the stores under the "Auchan" and "RT-Mart" banners, with Shanghai Rajax. The Ele Me Business Cooperation Agreement has a fixed term of one year commencing from 1 January 2019 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 12 April 2019 for, among other things, details of the Ele Me Business Cooperation Agreement;
4. the Dalian Hema Delivery 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 Fresh" ("盒馬鮮生") stores operated by Dalian Runhe. The Dalian Hema Delivery 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. Please refer to the announcement published by the Company on 12 April 2019 for, among other things, details of the Dalian Hema Delivery Cooperation Agreement; and
5. 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. 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.

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1. Continuing connected transaction - Business Cooperation between the Group and Alibaba Group
   The Board is pleased to announce that on 18 October 2019 (after trading hours), RT-Mart China (an indirect subsidiary of the Company) entered into the Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service) with Rajax Network Shanghai in respect of the business cooperation between RT-Mart China and Rajax Network Shanghai whereby Rajax Network Shanghai provides marketing services to the Stores based on the Ele Me online software system.

Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service)

The principal terms of the Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service) are as follows:

Date	:	18 October 2019
Parties	:	(i)	RT-Mart China; and
		(ii)	Rajax Network Shanghai.
Term	:	Commencing from 18 October 2019 and ending on 31
		December 2019, unless if any party has not fulfilled its
		obligations or has not enjoyed its benefits under the Rajax
		Network Shanghai Ele Me Business Cooperation Agreement
		(Promotion Service), the term shall be extended until when
		all such obligations were discharged in full and all such
		benefits have been obtained by the parties.
Nature of transaction	:	Pursuant to the Rajax Network Shanghai Ele Me Business
		Cooperation Agreement (Promotion Service), Auchan China
		and RT-Mart China may conduct marketing activities on
		the Ele Me platforms and Rajax Network Shanghai agreed
		to provide the Relevant Promotion Services for marketing
		activities and promotion of the Group's business via the Ele
		Me platforms, subject to the terms and conditions set out
		therein.
Prices and fees	:	A service fee (exclusive of tax) will be charged by Rajax
		Network Shanghai for each text message sent by Rajax

Network Shanghai to potential customers for the promotion of the Group's business ("Unit Service Fee").

This Unit Service Fee for the promotional service has been determined after arm's length negotiations with reference to (i) the price of the same promotional services offered on the market; and (ii) the continuing partnership with Alibaba Group on the Ele Me business model.

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If there is an increase in demand for the Relevant Promotional Services, RT-Mart China shall pay extra service fees to be determined with reference to the Unit Service Fee.

Payment arrangements : A lump sum amount will be calculated with reference to the Unit Service Fee and the number of text messages sent for the Group pursuant to the Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service).

The lump sum services fee will be calculated regularly after each batch of text messages are sent and will thereafter be payable by the Group to Rajax Network Shanghai. The services fee will be settled by the Group after the signing of the Rajax Network Shanghai Ele Me Business Cooperation Agreement according to the terms therein.

1. Variation of terms of existing continuing connected transaction - the RT-Mart Tao Xianda Quadripartite Implementation Agreement
   The Board is pleased to announce that on 18 October 2019 the Group has entered into the RT-Mart Tao Xianda Quadripartite Implementation Agreement between RT-Mart China, Taobao China, Hangzhou Tao Xian Da and Hangzhou Rajax which supplements the RT
   Implementation Agreement and governs the cooperation in respect of the delivery of goods under the "Taobao Daojia" ("淘寶到家") model across the hypermarkets and supermarkets operated by RT-Mart China.

The principal terms of the RT-Mart Tao Xianda Quadripartite Implementation Agreement are as follows:

Date	:	18 October 2019
Parties	:	(i)	Taobao Software (a subsidiary of Taobao China);
		(ii)	RT-Mart China (a subsidiary of the Company);
		(iii)	Hangzhou Tao Xian Da (a subsidiary of Taobao China;
			and
		(iv)	Hangzhou Rajax (a subsidiary of Alibaba).
Term	:	Commencing from 18 October 2019 and ending on 18
		March 2021.

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Nature of transaction	:	Pursuant to the RT-Mart Tao Xianda Quadripartite
		Implementation Agreement, 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.
		The RT-Mart Tao Xianda Quadripartite Implementation
		Agreement expressly stipulates that, in relation to the
		delivery service arrangement under the "Taobao Daojia"
		("淘寶到家") model, the logistics and delivery services shall
		be provided by Hangzhou Rajax. Hangzhou Tao Xian Da
		shall provide training and management of the logistics and
		delivery services to Hangzhou Rajax.
Prices and fees	:	Save for fees charged for delivery services by Hangzhou
		Rajax, all other prices and fees charged by Hangzhou Tao
		Xian Da pursuant to the RT-Mart Tao Xianda Quadripartite
		Implementation Agreement shall remain the same as
		contained in the RT Implementation Agreement.
		In relation to the delivery services to be provided by
		Hangzhou Rajax, the parties agreed a fixed price on each
		delivery successfully completed subject to an adjustment
		mechanism depending on a monthly quality examination on
		the respective retail stores and delivery distance.

The fee for the delivery service provided by Hangzhou Rajax has been determined after arm's length negotiations with reference to (i) the service fee charged for the same category of services offered by independent service providers to the Group; (ii) the continuing partnership with Alibaba Group on the Taobao Daojia business model; and

1. the price of the same delivery services offered on the market by independent third parties.

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Payment arrangements : Save for payment for delivery services, payment arrangements for all other fees payable to Hangzhou Tao Xian Da pursuant to the RT-Mart Tao Xianda Quadripartite Implementation Agreement shall be the same as the payment arrangements for the fees payable to Taobao Software pursuant to the RT Implementation Agreement.

Hangzhou Tao Xian Da shall send the details of delivery services provided by Hangzhou Rajax to both RT-Mart China and Hangzhou Rajax for confirmation on or before the fifth calender day of each month. Confirmation from both parties shall be given in 5 - 15 Business Days upon receiving the details of delivery services and value added tax invoice should be issued by Hangzhou Rajax within 10 days upon receipt of confirmation from the parties. RT-Mart China shall settle the amount as prescribed within 10 days of receipt of the invoice.

1. Variation of terms of existing continuing connected transaction - the Auchan Tao Xianda Quadripartite Implementation Agreement
   Similarly, on 18 October 2019, the Group has also entered into the Auchan Tao Xianda Quadripartite Implementation Agreement between Auchan China, Taobao China, Hangzhou Tao Xian Da and Hangzhou Rajax which supplements the Auchan Implementation Agreement
   and governs the cooperation in respect of the delivery of goods under the "Taobao Daojia" ("淘寶到家") model across the Auchan Stores.

The principal terms of the Auchan Tao Xianda Quadripartite Implementation Agreement are as follows:

Date	:	18 October 2019
Parties	:	(i)	Taobao Software (a subsidiary of Taobao China);
		(ii)	Auchan China (a subsidiary of the Company);
		(iii)	Hangzhou Tao Xian Da (a subsidiary of Taobao China;
			and
		(iv)	Hangzhou Rajax (a subsidiary of Alibaba).
Term	:	Commencing from 18 October 2019 and ending on 18
		March 2021.

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Nature of transaction	:	Pursuant to the Auchan Tao Xianda Quadripartite
		Implementation Agreement, the parties agree that, all the
		rights and obligations of Taobao Software under the Auchan
		Implementation Agreement (save for delivery service
		arrangement) shall be transferred to Hangzhou Tao Xian Da.
		The Auchan Tao Xianda Quadripartite Implementation
		Agreement expressly stipulates that, in relation to the
		delivery service arrangement under the "Taobao Daojia"
		("淘寶到家") model, the logistics and delivery services shall
		be provided by Hangzhou Rajax. Hangzhou Tao Xian Da
		shall provide training and management of the logistics and
		delivery services to Hangzhou Rajax.
Prices and fees	:	Save for fees charged for delivery services by Hangzhou
		Rajax, all other prices and fees charged by Hangzhou Tao
		Xian Da pursuant to the Auchan Tao Xianda Quadripartite
		Implementation Agreement shall remain the same as
		contained in the Auchan Implementation Agreement.
		In relation to the delivery services to be provided by
		Hangzhou Rajax, the parties agreed a fixed price on each
		delivery successfully completed subject to an adjustment
		mechanism depending on a monthly quality examination on
		the respective retail stores and delivery distance.

The fee for the delivery service provided by Hangzhou Rajax has been determined after arm's length negotiations with reference to (i) the service fee charged for the same category of services offered by independent service providers to the Group; (ii) the continuing partnership with Alibaba Group on the Taobao Daojia business model; and

1. the price of the same delivery services offered on the market by independent third parties.

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Payment arrangements : Save for payment for delivery services, payment arrangements for all other fees payable to Hangzhou Tao Xian Da pursuant to the Auchan Tao Xianda Quadripartite Implementation Agreement shall be the same as the payment arrangements for the fees payable to Taobao Software pursuant to the Auchan Implementation Agreement.

Hangzhou Tao Xian Da shall send the details of delivery services provided by Hangzhou Rajax to both Auchan China and Hangzhou Rajax for confirmation on or before the fifth calendar day of each month. Confirmation from both parties shall be given in 5 - 15 Business Days upon receiving the details of delivery services and value added tax invoice should be issued by Hangzhou Rajax within 10 days upon receipt of confirmation from the parties. Auchan China shall settle the amount as prescribed within 10 days of receipt of the invoice.

(IV) 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 best interest of the Group.

1. Revision of the existing annual caps for the category of "Business cooperation between the Group and Alibaba Group", historical transaction amounts and proposed annual caps
   The aggregate of the transaction amounts 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 eight months ended 31 August 2019 amounted to approximately RMB306,500,000 and approximately RMB700 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 announcements of the Company dated 12 April 2019 and 31 May 2019 respectively, 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".

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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 and the New Business Cooperation Agreements for the following periods are set out as follows:

	For the	For the	For the
	financial	financial	financial
	year ending	year ending	year ending
	31 December	31 December	31 December
in RMB	2019	2020	2021
Existing annual caps (as disclosed
in the Company's announcement
dated 31 May 2019)	2,106,000,000	1,885,500,000	2,105,000,000
Proposed annual caps	2,106,600,000	1,885,500,000	2,105,000,000

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.

(VI) Basis for the proposed annual caps

In determining the proposed annual caps for transactions under the category of "Business cooperation between the Group and Alibaba Group", 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 through the online platform operated by Alibaba Group through its "Tao Xianda" ("淘鮮達") and "Ele Me" ("餓了麼") business 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 "Ele Me" ("餓了麼") online platform and/ or the "Tao Xianda" ("淘鮮達") business 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 under each of the Business Cooperation Agreements.

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(VII)Reasons for and benefits of entering into the 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 Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service) help 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 model of "Ele Me" ("餓了麼") for the Group.

The RT Mart Tao Xianda Quadripartite Implementation Agreement and the Auchan Tao Xianda Quadripartite Implementation Agreement are entered into to supplement the "Taobao Daojia" ("淘寶到家") model under the Original Business Cooperation Agreement and the Implementation Agreements, and provide new arrangements in particular for delivery services. The arrangements contemplated under the agreements allow the Group to cooperate with an entity focused on retail and the food product market and enjoy benefits of a professional delivery service agent. The Group can utilise the capacity of Hangzhou Rajax, which operates Fengniao Delivery to further increase its delivery efficiency to maximize the revenue of the Group. The alliance with Alibaba Group will enable the Group's activities to benefit from Alibaba Group's logistic network and delivery capability and also promote the development of the business model of "Taobao Daojia" ("淘寶到家") 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.

(VIII) 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.

Each of Rajax Network Shanghai, Taobao Software, Hangzhou Rajax, and Hangzhou Tao Xian Da 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, the Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service), the RT Mart Tao Xianda Quadripartite Implementation Agreement and the Auchan Tao Xianda Quadripartite Implementation Agreement, and the transactions contemplated thereunder, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

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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.

1. 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.

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.

RT-Mart China

RT-Mart China is a company incorporated under the laws of PRC and is principally engaged in the operation of hypermarkets in the PRC.

Rajax Network Shanghai

Rajax Network Shanghai is a company incorporated under the laws of PRC and is a subsidiary of Alibaba. It principally engages in online catering services.

Taobao Software

Taobao Software is a company incorporated in the PRC and is a direct wholly-owned subsidiary of Taobao China and principally engages in research, development and provision of software, including multimedia software, electronic commerce platform software, and others.

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Hangzhou Tao Xian Da

Hangzhou Tao Xian Da is a company incorporated under the laws of the PRC and is a subsidiary of Alibaba. It principally engages in providing services under the new retail business model.

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.

1. BOARD CONFIRMATION
   Mr. Zhang Yong and Mr. Chen Jun, both 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 remaining 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.
2. 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
"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

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"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

QuadripartiteTaobao Software, Auchan China, Hangzhou Tao Xian Da

Implementation and Hangzhou Rajax on 18 October 2019 relating to the

Agreement"cooperation between 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

"Business Cooperation collectively, the New Business Cooperation Agreement and the

Agreements"Existing Business Cooperation Agreement

"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

CooperationHangzhou Rajax and Dalian Runhe on 11 April 2019 in

Agreement"relation 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 Runhe"大連潤盒雲網絡科技有限公司 ( D a l i a n R u n h e C l o u d 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 subsidiary of the Company

"Director(s)"

director(s) of the Company

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"Ele Me Business the business cooperation agreement entered into between Cooperation Agreement" the RT-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
"Existing Business	collectively, the Original Business Cooperation Agreement, the
Cooperation	Auchan Implementation Agreement, the RT Implementation
Agreements"	Agreement, the Hainan Hema Business Cooperation
	Agreement, the Northeast China Hema Business Cooperation
	Agreement, Ele Me Business Cooperation Agreement, Dalian
	Hema Delivery Cooperation Agreement and Shenyang Hema
	Delivery Business Cooperation 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	the business cooperation agreement dated 15 January 2019
Business Cooperation	entered into between Shanghai Runhe and Shanghai Hema
Agreement"	relating to the cooperation between the parties thereof within
	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 ( H a n g z h o u T a o x i a n d a
	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 in accordance
	with the terms of the Hainan Hema Business Cooperation
	Agreement or Northeast China Hema Business Cooperation
	Agreement which adopts the "Hema Fresh" ("盒馬鮮生")
	business model
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Implementation	the RT Implementation Agreement and the Auchan
Agreements"	Implementation Agreement

15

"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"New Business	the Rajax Network Shanghai Ele Me Business Cooperation
Cooperation	Agreement (Promotion Service), the RT-Mart Tao Xianda
Agreements"	Quadripartite Implementation Agreement and Auchan Tao
	Xianda Quadripartite Implementation Agreement
"Northeast China Hema	the business cooperation agreement entered into between
Business Cooperation	Shanghai Runhe and Shanghai Hema on 15 January 2019
Agreement"	relating to the cooperation between the parties thereof within
	Heilongjiang, Jilin and Liaoning provinces of the PRC
"Northeast China	the retail stores operated by Shanghai Runhe in accordance
Hema Stores"	with 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 Heilongjiang, Jilin and
	Liaoning provinces of the PRC
"Original Business	the business cooperation agreement entered into between
Cooperation	Alibaba Zetai, the Company, Auchan China and RT-Mart
Agreement"	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
"Rajax Network	拉紮斯網絡科技（上海）有限公司 (Rajax Network Technology
Shanghai"	(Shanghai) Co., Ltd.*), a company incorporated in the PRC
	and an indirect subsidiary of Alibaba
"Rajax Network	the promotion services cooperation agreement entered into
Shanghai Ele Me	between Rajax Network Shanghai and RT-Mart China on 18
Business Cooperation	October 2019 in relation to the promotion services provided to
Agreement (Promotion	RT-Mart China based on the Ele Me platform
Service)"
"Relevant Promotion	promotion services (including sending out marketing text
Services"	messages to target customers) provided by Rajax Network
	Shanghai to RT-Mart China via the Ele Me platform pursuant
	to the Rajax Network Shanghai Ele Me Business Cooperation
	Agreement (Promotion Service)
"RMB"	Renminbi, the lawful currency of the PRC

16

"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	the implementation agreement entered into between
Xianda Quadripartite	Taobao Software, RT-Mart China, Hangzhou Tao Xian Da
Implementation	and Hangzhou Rajax on 18 October 2019 relating to the
Agreement"	cooperation between the parties thereof in relation to the RT
	Implementation Agreement
"Shanghai Hema"	上海盒馬網絡科技有限公司 (Shanghai Hema Network
	Technology Co . , Ltd*), a limited liability company
	incorporated in the PRC and an indirect wholly-owned
	subsidiary of Alibaba
"Shanghai Rajax"	上海拉紮斯資訊科技有限公司 (Shanghai Rajax Information
	Technology Co., Ltd.), a limited liability company incorporated
	in the PRC and a consolidated entity of Alibaba
"Shanghai Runhe"	上海潤盒網絡科技有限公司 (Shanghai Runhe Internet
	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	the delivery cooperation agreement entered into between
Delivery Business	Shenyang Runhe and Hangzhou Rajax on 31 May 2019 in
Cooperation	relation to the delivery services for the business model "Hema
Agreement"	Fresh"
"Shenyang Runhe"	沈陽潤盒雲科技網絡有限公司 (Shenyang Runhe Cloud
	Network Technology Co., Ltd.*), a limited liability company
	incorporated in the PRC and is an indirect subsidiary of the
	Company.
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Store(s)"	the retail store(s) operated by the Group
"Subsidiary"	has the meaning ascribed to it under the Listing Rules

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"substantial shareholder" "Taobao China"

"Taobao Software"

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

Chief Executive Officer

Hong Kong, 18 October 2019

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

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

• For identification purpose only

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