Parkson Retail : Discloseable Transaction

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PARKSON RETAIL GROUP LIMITED

百 盛 商 業 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3368)

DISCLOSEABLE TRANSACTION:

ENTERING INTO SEVEN LEASE AGREEMENTS AS LESSEE

IN RESPECT OF PROPERTIES IN BEIJING, THE PRC

THE NEW LEASE AGREEMENTS

On 26 February 2019, the Tenant (an indirect wholly-owned subsidiary of the Company) and the Landlord entered into the New Lease Agreements in respect of the Properties located in Beijing, the PRC. Prior to entering into the New Lease Agreements, the Tenant had been occupying the Properties as tenant for its retail business since 1 October 1993 pursuant to the Previous Lease Agreements.

Pursuant to IFRS 16, the entering into the New Lease Agreements as lessee will require the Group to recognise the Premises as the right-of-use assets in which the aggregated amount was approximately RMB393.9 million calculated with reference to the aggregated present value of the fixed lease payments as discounted using a discount rate which is equivalent to the Company's incremental borrowing rate during the entire terms of the New Lease Agreements, thus the entering into the New Lease Agreements and the transactions contemplated thereunder will be regarded as an acquisition of assets by the Group.

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IMPLICATIONS UNDER THE LISTING RULES

The transactions contemplated under the New Lease Agreements are regarded as an acquisition of assets under the Listing Rules and are required to be aggregated for determining the classification of these transactions under Rule 14.06 of the Listing Rules. On the basis of the acquisition of right-of-use assets under the New Lease Agreements, the aggregate amount recognised by the Group pursuant to IFRS 16 is approximately RMB393.9 million.

As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the aggregated consideration for the acquisition of the right-of-use assets recognised by the Group pursuant to IFRS 16 is more than 5% but less than 25%, the entering into the New Lease Agreements constitutes a discloseable transaction for the Company, and is subject to the reporting and announcement requirements but are exempt from the circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.

1.INTRODUCTION

The Board is pleased to announce that on 26 February 2019, the Tenant (an indirect wholly-owned subsidiary of the Company) and the Landlord entered into the New Lease Agreements in respect of the Properties located in Beijing, the PRC. Prior to entering into the New Lease Agreements, the Tenant had been occupying the Properties as tenant for its retail business since 1 October 1993 pursuant to the Previous Lease Agreements. A summary of the principal terms of the New Lease Agreements and the relevant information are set out below.

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2.NEW LEASE AGREEMENTS

2.1 New Lease Agreements

Date	:	26 February 2019
Parties	:	Tenant: Parkson Retail Development Co., Ltd.*（百
		盛商業發展有限公司）, an indirect wholly-owned
		subsidiary of the Company, as tenant
		Landlord: China National Arts and Crafts Group
		Company Limited*（中國工藝美術集團有限公司）as
		landlord
Relevant Premises	:	Underground Floor, the 1st Floor, 2nd Floor, 3rd Floor,
		4th Floor, part of 5th Floor, 6th Floor, 7th Floor of
		the Museum, the 1st, 2nd and the 3rd floors of Xu
		Room and mezzanine at the east side outside the north
		gate of the Museum, the area outside the south gate
		of Xu Room at first floor of the Museum, and store
		rooms D1-002 and D1-007 of the underground of the
		Museum, and the area under the rain canopy（雨搭
		下場地）outside the east gate at the first floor of the
		south side of the Building ("Properties").
Total gross area	:	approximately 23,887.23 sq. m

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Term	:	1 January 2019 to 30 November 2028
		(New Lease Agreements (1), (2), (4) and (6))
		25 December 2018 to 30 November 2028
		(New Lease Agreement (3))
		1 February 2019 to 30 November 2028
		(New Lease Agreement (5))
		18 December 2018 to 30 November 2028
		(New Lease Agreement (7))
Rental	:	The total rental payable under the New Lease
		Agreements is approximately RMB670,049,685
		including VAT. The rental shall be paid on quarterly
		basis.
		(Note: The above figure is calculated on the assumption that the
		capped PRC price index as agreed between the Parties in the
		relevant New Lease Agreement (i.e. 5% or 15%, as the case may
		be) will apply.)
Deposit	:	Pursuant to the New Lease Agreement (1), the deposit
		payable by the Tenant is RMB1,130,000 (which had
		already been paid).
		For other New Lease Agreements, no deposit was
		payable.

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Use	:	Department store retail, food and beverage,
		entertainment, supermarket, property management and
		related ancillary services
		(New Lease Agreements (1), (2), (4) and (5))
		Department store retail
		(New Lease Agreement (3))
		Shelter from wind and cold and as emergency exit
		(New Lease Agreement (6))
		Department store retail, entertainment, property
		management and related ancillary services
		(New Lease Agreement (7))
Effective date	:	1 January 2019
		(New Lease Agreements (1), (2), (4) and (6))
		25 December 2018
		(New Lease Agreements (3))
		1 February 2019
		(New Lease Agreements (5))
		18 December 2018
		(New Lease Agreements (7))

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