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

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. CONTINUING CONNECTED TRANSACTION - BUSINESS COOPERATION BETWEEN THE GROUP AND ALIBABA GROUP

References are made to 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, (vii) 27 December 2019 and (viii) 27 February 2020 (the "Previous Announcements") in relation to, amongst others, the continuing connected transactions under the category of "Business Cooperation between the Group and Alibaba Group".

In light of the rapid growth of the logistic and delivery sector in the PRC, and incentive schemes and bonus arrangements becoming more common across the industry, the Board has therefore adopted similar arrangements. The Board announces that on 16 March 2020 after trading hours, the Group has entered into the Dalian Hema Delivery Business Cooperation Supplementary Agreement to introduce a bonus arrangement to Hangzhou Rajax as its delivery service provider (details of which are set out in section I of this announcement).

LISTING RULES IMPLICATIONS

Taobao China holds approximately 20.98% of the total 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, the Dalian Hema Delivery Business Cooperation Supplementary 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 "Business Cooperation between the Group and Alibaba Group" exceed 0.1% but do not exceed 5%, the continuing connected transactions under the Dalian Hema Delivery Business Cooperation Supplementary 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.

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INTRODUCTION

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".

In light of the rapid growth of the logistics and delivery sector in the PRC, and incentive schemes and bonus arrangements becoming more common across the industry, the Board has therefore adopted similar arrangements. The Board announces that on 16 March 2020 after trading hours, the Group has entered into the Dalian Hema Delivery Business Cooperation Supplementary Agreement to introduce a bonus arrangement to Hangzhou Rajax as its delivery service provider (details of which are set out in section I of this announcement).

For the purpose of Rule 14A.81 of the Listing Rules, as the transactions contemplated under the Dalian Hema Delivery Business Cooperation Supplementary Agreement 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 transactions contemplated under the Dalian Hema Delivery Business Cooperation Supplemantary Agreement are required to be aggregated with the existing transactions contemplated under the following Existing Business Cooperation Agreements under such category:

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;

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1. 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;
2. 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;
3. 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;
4. 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 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" ("歐尚") and "RT-Mart" ("大潤發") 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. The Ele Me Business Cooperation Agreement has expired on 31 December 2019. 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.
   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 sets out the principal framework upon which RT-Mart China renewed the cooperation with Shanghai Rajax adopting the "Ele Me" model under the "Auchan" and "RT-Mart" banners. The Ele Me Business Cooperation Renewal Agreement has a fixed term of one year and three months commencing from 1 January 2020 and will expire on 31 March 2021. Please refer to the announcement published by the Company on 27 December 2019 for details of the Ele Me Business Cooperation Renewal Agreement;

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1. 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 (an indirect 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 has expired on 29 February 2020 and has been renewed by the parties on 27 February 2020 pursuant to the Dalian Hema Delivery Business Cooperation Renewal Agreement. 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, and the announcement published by the Company on 27 February 2020 for, among other things, details of the Dalian Hema Delivery Business Cooperation Renewal Agreement;
2. 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 has expired on 29 February 2020 and has been renewed by the parties on 27 February 2020 pursuant to the Shenyang Hema Delivery Business Cooperation Renewal 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, and the announcement published by the Company on 27 February 2020 for, among other things, details of the Shenyang Hema Delivery Business Cooperation Renewal Agreement;
3. the Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service) which was entered into between RT-Mart China and Rajax Network Shanghai, pursuant to which 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 of the Group and promotion of the Group's business via the Ele Me platforms. The Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service) has expired on 31 December 2019. Please refer to the announcement published by the Company on 18 October 2019 for, among other things, details of the Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service);
4. 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; and

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1. 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.

1. V A R I A T I O N O F T E R M S O F E X I S T I N G C O N T I N U I N G C O N N E C T E D TRANSACTION - DALIAN HEMA DELIVERY COOPERATION SUPPLEMENTARY AGREEMENT

The Board announces that on 16 March 2020 (after trading hours), Dalian Runhe (an indirect non-wholly owned subsidiary of the Company) entered into the Dalian Hema Delivery Business Cooperation Supplementary Agreement with Hangzhou Rajax to introduce a bonus arrangement in respect of the business cooperation between Dalian Runhe and Hangzhou Rajax whereby Hangzhou Rajax provides delivery services to customers of Hema Stores operated by Dalian Runhe.

According to the Dalian Hema Delivery Business Cooperation Supplementary Agreement, the parties will adopt a Spring Festival event bonus arrangement (the "Bonus Arrangement") to be calculated with reference to the volume of delivery services provided during the Spring Festival between 1 January 2020 and 29 February 2020. The expected amount of additional payment to be made to Hangzhou Rajax under the Bonus Arrangement is approximately RMB0.14 million (exclusive of applicable taxes) based on the total numbers of delivery orders completed and delivery persons worked during the Spring Festival between 1 January 2020 and 29 February 2020.

This amount payable under the Bonus Arrangement has been determined after arm's length negotiations with reference to (i) the bonus requested for the same category of services and/or products offered by independent suppliers; and (ii) the continuing partnership with the Alibaba Group on the "Hema Fresh" business model.

In terms of the payment arrangement, pursuant to the Dalian Hema Delivery Business Cooperation Supplementary Agreement, after the parties confirm the settlement amount of the fees, Hangzhou Rajax shall issue the invoice (inclusive of applicable taxes) to Dalian Runhe, and Dalian Runhe shall settle such amount within 10 Business Days after receipt of the invoice.

(II) GENERAL TRANSACTION PRINCIPLES

The Group shall conduct review and evaluation of the fees payable under the Dalian Hema Delivery Business Cooperation Supplementary Agreement with reference to the rates quoted by other independent third party providers of comparable services, in order to ensure that the fees under such agreement are on normal commercial terms.

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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 Dalian Hema Delivery Business Cooperation Supplementary Agreement, ensuring its terms of the agreements are in the best interest of the Group.

1. 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 under the category of "Business Cooperation between the Group and Alibaba Group" (being the aggregate of the transaction amounts payable by the Group to the Alibaba Group) (i) for the year ended 31 December 2019 and (ii) for the two months ended 29 February 2020 amounted to approximately RMB1,148.8 million (audited) and approximately RMB217.3 million (unaudited), respectively.

As the transactions contemplated under the Dalian Hema Delivery Business Cooperation Supplemantary Agreement 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 transactions contemplated under the Dalian Hema Delivery Business Cooperation Supplementary Agreement are required to be aggregated with the existing transactions contemplated under the Existing Business Cooperation Agreements under such category.

As the aggregate of the transaction amounts payable to the Alibaba Group under the Existing Business Cooperation Agreements and the Dalian Hema Delivery Business Cooperation Supplemantary Agreement falls under the existing annual caps under the category of "Business Cooperation between the Group and Alibaba Group", such existing annual caps for the following periods (as set out in the Company's announcement dated 27 February 2020) remain unchanged. They are also set out as follows:

	For the financial	For the financial
	year ended	year ended
In RMB	31 December 2020	31 December 2021
Existing annual caps	2,053,000,000	2,155,000,000

The above 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 annual caps in deciding whether to invest in the Shares.

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(IV) BASIS FOR THE PROPOSED ANNUAL CAPS

In determining the proposed annual caps for the Existing Business Cooperation Agreements and the Dalian Hema Delivery Business Cooperation Supplementary Agreement, the Board has taken into account the following factors:

1. the historical amount of fees paid by the Group under the category of "Business Cooperation between the Group and 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 utilise 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; and
4. the anticipated increase in the scale of the Group's operation.

1. REASONS FOR AND BENEFITS OF ENTERING INTO DALIAN HEMA DELIVERY COOPERATION SUPPLEMENTARY AGREEMENT

In light of the rapid growth of the logistic and delivery sector in the PRC, and incentive schemes and bonus arrangements becoming more common across the industry, the Company believes that the Bonus Arrangement considered under the Dalian Hema Delivery Business Cooperation Supplementary Agreement will encourage delivery persons' motivation, improve service quality as a whole and facilitate cooperation between the Group and the Alibaba Group going forward.

The Directors (including the independent non-executive Directors) are of the view that the entering into of the Dalian Hema Delivery Business Cooperation Supplementary Agreement are on normal commercial terms and in the ordinary and usual course of business of the Group, and that the terms of the Dalian Hema Delivery Business Cooperation Supplementary Agreement are fair and reasonable and are in the best interests of the Company and its shareholders as a whole.

(VI) LISTING RULES IMPLICATIONS

Taobao China holds approximately 20.98% of the total 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, the Dalian Hema Delivery Business Cooperation Supplementary 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 "Business Cooperation between the Group and Alibaba Group" exceed 0.1% but do not exceed 5%, the continuing connected transactions under the Dalian Hema Delivery Business Cooperation Supplementary 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.

(VII)GENERAL INFORMATION

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. Its American depository shares are listed on the New York Stock Exchange 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.

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 (蜂鳥) Delivery which focuses on instant and same-city delivery services.

(VIII) 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 Dalian Hema Delivery Business Cooperation Supplementary Agreement and the annual caps under the category of "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 resolutions in connection with the Dalian Hema Delivery Business Cooperation Supplementary Agreement and the annual caps under the category of "Business Cooperation between the Group and Alibaba Group".

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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 Dalian Hema Delivery Business Cooperation Supplementary Agreement for which they would be required to abstain from voting on the relevant board resolutions 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, the American
	depositary shares of which are listed on the New York Stock
	Exchange and the ordinary shares of which 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"	杭州阿里巴巴澤泰信息技術有限公司( H a n g z h o u A l i b a b a
	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 thereto
"Auchan Stores"	the hypermarkets and supermarkets operated by Auchan China
	designated under the Auchan Implementation Agreement
"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 thereto in relation to the Auchan Implementation
	Agreement

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"Board"

"Bonus Arrangement"

the board of Directors

a Spring Festival event bonus arrangement to be adopted pursuant to the Dalian Hema Delivery Business Cooperation Supplementary Agreement

"Business Day"

"Company"

a day on which banks are open for business in the PRC

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 "Hema Fresh" business model
	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
Renewal Agreement"	in relation to the delivery services for the "Hema Fresh"
	business model contemplated under the Hainan Hema Business
	Cooperation Agreement and the Northeast China Hema Business
	Cooperation Agreement, which renewed the Dalian Hema
	Delivery Business Cooperation Agreement
"Dalian Hema Delivery	the supplementary agreement entered into between Dalian Hema
Business Cooperation	and Hangzhou Rajax on 16 March 2020 in respect of the Dalian
Supplementary	Hema Delivery Business Cooperation Agreement
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, which is principally engaged in the operation of
	the 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
Cooperation Agreement"	RT-Mart China and Shanghai Rajax on 11 April 2019 in relation
	to entering in arrangements in respect of the business cooperation
	adopting the "Ele Me" model

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"Ele Me Business	the business cooperation agreement entered into between
Cooperation Renewal	RT-Mart China and Shanghai Rajax on 27 December 2019 in
Agreement"	relation to entering in arrangements in respect of the business
	cooperation adopting the "Ele Me" model, which renewed 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, Ele
	Me Business Cooperation Agreement, the Dalian Hema Delivery
	Business Cooperation Renewal Agreement, the Shenyang Hema
	Delivery Business Cooperation Renewal Agreement, the Rajax
	Network Shanghai Ele Me Business Cooperation Agreement
	(Promotion Service), the RT-Mart Tao Xianda Quadripartite
	Implementation Agreement, the Auchan Tao Xianda Quadripartite
	Implementation Agreement and the Ele Me Business Cooperation
	Renewal Agreement
"Fengniao Delivery"	a delivery service operator in the PRC owned by Hangzhou Rajax
"Group"	the Company and its subsidiaries
"Hainan Hema"	a company incorporated in the PRC and an indirect non-wholly
	owned subsidiary of the Company
"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 thereto 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 Store(s)"	the retail store(s) operated by Shanghai Runhe, Dalian Runhe and/
	or 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

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"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 thereto within the Heilongjiang,
	Jilin and Liaoning provinces of the PRC
"Northeast China	the retail stores operated by Shanghai Runhe in the Heilongjiang,
Hema Stores"	Jilin and Liaoning provinces of the PRC in accordance with
	the terms of the Northeast China Hema Business Cooperation
	Agreement, which adopt the "Hema Fresh" ("盒馬鮮生") business
	model
"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
"PRC"	the People's Republic of China and for the purpose of this
	announcement, it excludes Taiwan, Hong Kong and Macau
	Special Administrative Regions of the PRC
"Previous Announcements"	the announcements of the Company dated (i) 8 December 2017,

1. 19 March 2018, (iii) 15 January 2019, (iv) 12 April 2019, (v) 31 May 2019, (vi) 18 October 2019, (vii) 27 December 2019 and

1. 27 February 2020

"Rajax Network Shanghai"	拉紮斯網絡科技（上海）有限公司(Rajax Network Technology
	(Shanghai) Co., Ltd.*), a company incorporated in the PRC and
	an indirect subsidiary of Alibaba
"Rajax Network Shanghai	the promotion services cooperation agreement entered into
Ele Me Business	between Rajax Network Shanghai and RT-Mart China on 18
Cooperation	October 2019 in relation to the promotional services provided to
Agreement	RT-Mart China via the Ele Me platform
(Promotion 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
"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 thereto

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"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 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 Agreement" Rajax on 18 October 2019 relating to the cooperation between the

	parties thereto 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 jointly held by RT-Mart China (holding 51%
	equity interest) and Alibaba Technology (holding 49% equity
	interest)
"Share(s)"	issued ordinary share(s) of the Company
"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 "Hema Fresh" business model
"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 "Hema Fresh" business
	model, which renewed 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 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

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"subsidiary"

"substantial shareholder"

"Taobao China"

"Taobao Software"

"%"

Hong Kong, 16 March 2020

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

1. which is controlled, directly or indirectly, by the first- mentioned company or corporation;
2. more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first- mentioned company or corporation; or
3. 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 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

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

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