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 TRANSACTIONS - (I) BUSINESS

COOPERATION BETWEEN THE GROUP AND ALIBABA GROUP; AND

  1. REVISION OF ANNUAL CAPS FOR CERTAIN CONTINUING CONNECTED TRANSACTIONS

BUSINESS COOPERATION BETWEEN THE GROUP AND ALIBABA GROUP

Reference is 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,

  1. 27 December 2019, (viii) 27 February 2020, (ix) 16 March 2020, (x) 1 April 2020, (xi) 2 July 2020; (xii) 26 February 2021 and (xiii) 18 March 2021 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 (i) that on 31 March 2021, the Group has entered into the New Business Cooperation Agreements (details of which are set out in section II of this announcement); and (ii) the revision of annual caps of the category of "Business Cooperation between the Group and Alibaba Group" (details of which are set out in section IV of this announcement).

LISTING RULES IMPLICATIONS

Taobao China directly holds approximately 27.33% and indirectly holds approximately 46.33% of the total Shares 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 and Shanghai Rajax is either a subsidiary or consolidated entity of Alibaba and is therefore an associate of Taobao China and a connected person of the Company under the Listing Rules. Accordingly, 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 "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

  1. INTRODUCTION

    1. Reference is 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, (viii) 27 February 2020, (ix) 16 March 2020, (x) 1 April 2020,
    2. 2 July 2020; (xii) 26 February 2021 and (xiii) 18 March 2021 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 (i) that on 31 March 2021, the Group has entered into the New Business Cooperation Agreements (details of which are set out in section II of this announcement); and (ii) the revision of annual caps of the category of "Business Cooperation between the Group and Alibaba Group" (details of which are set out in section IV 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 Previous Announcements, the proposed annual caps of the New Business Cooperation Agreements are required to be aggregated with the existing annual caps of the transactions under such category, which include the following Existing Business Cooperation Agreements as at the date of this announcement:

  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 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 agreed 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;
  3. (i) the Tao Xian Da Business Cooperation Agreement, which was entered into between RT-Mart China and Hangzhou Tao Xian Da on 18 March 2021, pursuant to which
    RT-Mart China agreed to cooperate with Hangzhou Tao Xian Da to adopt the "Tao Xian Da" ("淘鮮達") model across the RT Stores and Auchan Stores, (ii) the RT-Mart China Zhejiang Niaochao Delivery Business Cooperation Agreement, which was entered into between RT-Mart China and Zhejiang Niaochao on 18 March 2021, pursuant to which Zhejiang Niaochao agreed to provide logistics and delivery services to stores designated by Hangzhou Tao Xian Da for orders placed via the Platform. Both the Tao Xian Da Business Cooperation Agreement and the RT-Mart China Zhejiang Niaochao Delivery Business Cooperation Agreement were entered into as the RT Implementation Agreement and the RT-Mart Tao Xianda Quadripartite Implementation Agreement had expired on 18 March 2021;
  4. 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;
  5. 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;

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  1. the Ele Me Business Cooperation Agreement, which was entered into between RT-Mart China and Shanghai Rajax on 11 April 2019, which set 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. 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, set 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;
  2. 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) agreed to cooperate in providing delivery services to the customers of Hema Fresh ("盒馬鮮生") 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. The Dalian Hema Delivery Business Cooperation Supplementary Agreement was entered into on 16 March 2020 to introduce a bonus arrangement in respect of the business cooperation between Dalian Runhe and Hangzhou Rajax. The Dalian Hema Delivery Business Cooperation Renewal Agreement expired on 28 February 2021 and has been renewed by the parties on 26 February 2021 pursuant to the Dalian Hema Delivery Business Cooperation 2021 Renewal Agreement and has been revised by the parties on 26 February 2021 pursuant to the 2021 Dalian Hema Delivery Business Cooperation Supplementary 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, the announcement published by the Company on 27 February 2020 for, among other things, details of the Dalian Hema Delivery Business Cooperation Renewal Agreement, the announcement published by the Company on 16 March 2020 for the details of the Dalian Hema Delivery Business Cooperation Supplementary Agreement, the announcement published by the Company on 26 February 2021 for the details of the 2021 Dalian Hema Delivery Business Cooperation Supplementary Agreement.

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  1. 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 agreed to 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 pursuant to the Shenyang Hema Delivery Business Cooperation Agreement. The Shenyang Hema Delivery Business Cooperation Agreement 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. The Shenyang Hema Delivery Business Cooperation Renewal Agreement expired on 28 February 2021 and has been renewed by the parties on 26 February 2021 pursuant to the Shenyang Hema Delivery Business Cooperation 2021 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, the announcement published by the Company on 27 February 2020 for, among other things, details of the Shenyang Hema Delivery Business Cooperation Renewal Agreement, and the announcement published by the Company on 26 February 2021 for the details of the Shenyang Hema Delivery Business Cooperation 2021 Renewal Agreement;
  2. 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 agreed 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;
  3. the 2020 RT-Mart China 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 Rajax Network Shanghai agreed to provide technical services relating to marketing activities to RT-Mart China through the use of software systems of Rajax Network Shanghai. The 2020 RT-Mart China Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service) has a fixed term of one year commencing from 1 April 2020 and will expire on 31 March 2021. Please refer to the announcement published by the Company on 1 April 2020 for details of the 2020 RT-Mart China Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service);

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  1. the 2020 Auchan China Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service), which was entered into between Auchan China and Rajax Network Shanghai, pursuant to which Rajax Network Shanghai agreed to provide technical services relating to marketing activities to Auchan China through the use of software systems of Rajax Network Shanghai. The 2020 Auchan China Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service) has a fixed term of one year commencing from 1 April 2020 and will expire on 31 March 2021. Please refer to the announcement published by the Company on 1 April 2020 for details of the 2020 Auchan China Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service);
  2. the RT-Mart China Ele Me Online Food Ordering Business Cooperation Agreement, which was entered into between RT-Mart China and the Rajax Entities, pursuant to which the Rajax Entities agreed to provide to RT-Mart China services relating to online food ordering, online promotion, logistics and delivery, as well as other related services to help RT-Mart China to meet its needs in operating online food ordering business on the Rajax Entities' platforms (including the Ele Me platform). The RT-Mart China Ele Me Online Food Ordering Business Cooperation Agreement has a fixed term of one year commencing from 1 July 2020 and will expire on 30 June 2021. Please refer to the announcement published by the Company on 2 July 2020 for details of the RT-Mart China Ele Me Online Food Ordering Business Cooperation Agreement;
  3. the Auchan China Ele Me Online Food Ordering Business Cooperation Agreement, which was entered into between Auchan China and the Rajax Entities, pursuant to which the Rajax Entities agreed to provide to Auchan China services relating to online food ordering, online promotion, logistics and delivery, as well as other related services to help Auchan China to meet its needs in operating online food ordering business on the Rajax Entities' platforms (including the Ele Me platform). The Auchan China Ele Me Online Food Ordering Business Cooperation Agreement has a fixed term of one year commencing from 1 July 2020 and will expire on 30 June 2021. Please refer to the announcement published by the Company on 2 July 2020 for details of the Auchan China Ele Me Online Food Ordering Business Cooperation Agreement; and
  4. the Taobao Business Cooperation Agreement, which was entered into between RT-Mart China and Taobao Entities on 18 March 2021, pursuant to which the Taobao Entities agreed to provide software and information display services to RT-Mart China so that users using webpage services of the Taobao Entities can browse webpage of RT-Mart China via Taobao Applications. The Taobao Business Cooperation Agreement commences from 18 March 2021 and will expire on 31 March 2022. Please refer to the announcement published by the Company on 18 March 2021 for details of the Taobao Business Cooperation Agreement.

6

  1. RENEWAL OF EXISTING CONTINUING CONNECTED TRANSACTIONS
    1. Ele Me Business Cooperation 2021 Renewal Agreement
      As the term of the Ele Me Business Cooperation Renewal Agreement will expire on 31 March 2021, and to continue the business cooperation contemplated thereunder, the Board is pleased to announce that on 31 March 2021, RT-Mart China (an indirect non-wholly owned subsidiary of the Company) entered into the Ele Me Business Cooperation 2021 Renewal Agreement with Rajax Entities whereby Rajax Entities
      agreed provide the relevant online services to support RT-Mart China's adoption of the Ele Me ("餓了麼") model across the Stores.

The principal terms of the Ele Me Business Cooperation 2021 Renewal Agreement are as follows:

Date

:

31 March 2021 (after trading hours)

Parties

:

(i)

RT-Mart China; and

(ii)

Rajax Entities.

Term

:

Commencing from 1 April 2021 and ending on 31

March 2022.

Nature of transaction

:

RT-Mart China agreed to cooperate with Rajax Entities

to adopt the "Ele Me" ("餓了麼") model across the

Stores under the Auchan and RT-Mart banners,

including, among others:

(a)

the Stores under the Auchan and RT-Mart

banners accessing the business model and the

online Ele Me Platform, allowing the operation

of online stores under the two banners at the Ele

Me platform and providing takeaway meals to

customers;

(b)

Rajax Entities providing online service functions

such as online ordering, delivery order and

logistics management and online payment; and

(c)

other areas of cooperation such as participation

in marketing and promotional activities.

7

Prices and fees

:

RT-Mart China, through the relevant Stores, agreed to

pay to Rajax Entities a service fee ("Platform Service

Fee") for the use of the platform and software system

resources. The calculation of such fees is determined

based on the services selected by specific stores and

whether RT-Mart China opts for self-delivery by

RT-Mart China or the delivery order management

services offered by designated delivery service

provider.

If RT-Mart China opts for self-delivery, the Platform

Service Fee will be calculated based on the sum of (i)

the net value of each order completed online through

the Ele Me Platform by RT-Mart China, and (ii)

the delivery fee paid by the user, such sum is then

multiplied by an agreed rate for the Platform Service

Fee of a prescribed percentage. The agreed rate has

been determined after arm's length negotiations

between the parties with reference to (i) the service

fees for similar types of transactions that are offered

by independent third party service providers, (ii) the

continuing partnership with Rajax Entities, and (iii) the

commercial benefits of such partnership to the Group,

subject to deduction for discount (if any) for Platform

Service Fee.

If RT-Mart China opts for the order delivery

management services offered by the designated

delivery service provider, there will be an extra

fixed delivery charge which shall be added to the

calculation of the Platform Service Fee for each

transaction completed. The fixed delivery charge has

been determined based on arm's length negotiations

with reference to (i) the delivery fee charged for the

same category of services offered by independent third

parties; and (ii) the continuing partnership with Rajax

Entities.

A dedicated team of the Group will monitor and

review the Platform Service Fee regularly, in order to

ensure that the transactions under the Ele Me Business

Cooperation 2021 Renewal Agreement are conducted

on normal commercial terms.

8

Payment arrangements :

The Platform Service Fee will be deducted from the

amount payable to RT-Mart after the completion

of each delivery order, being the aggregate of the

total amount received from the customers for the

transactions, delivery charge and any other amounts

received by Rajax Entities on behalf of RT-Mart

China. The remaining amount after the deduction shall

then be transferred to the accounts of RT-Mart or its

retail outlets as agreed among RT-Mart China and

Rajax Entities.

Marketing costs

:

Rajax Entities will from time to time initiate joint

marketing campaigns and promotions on the Ele Me

platform and RT-Mart China will participate pursuant

to the Ele Me Business Cooperation 2021 Renewal Agreement. The costs for such joint marketing campaigns and promotions shall be borne as agreed by the parties.

  1. 2021 RT-Mart China Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service)
    As the 2020 RT-Mart China Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service) will expire on 31 March 2021, the Group has entered into the 2021 RT-Mart China Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service) on 31 March 2021, which continues the business cooperation contemplated under the 2020 RT-Mart China Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service) and pursuant to which Rajax Network Shanghai agreed to provide technical services relating to marketing activities to RT-Mart China through the Ele Me platform.

The principal terms of the 2021 RT-Mart China Rajax Network Shanghai Ele Me Business Cooperation Agreement (Promotion Service) are as follows:

Date

:

31 March 2021 (after trading hours)

Parties

:

(i)

RT-Mart China; and

(ii)

Rajax Network Shanghai.

Term

The term commences from 1 April 2021 and ends on

31 March 2022. If there are services purchased by

RT-Mart China pursuant to the 2021 RT-Mart China

Rajax Network Shanghai Ele Me Business Cooperation

Agreement which have not been utilised, such services

shall continue to be provided by Rajax Network

Shanghai until all such services are utilised.

9

Nature of transaction

:

Rajax Network Shanghai agreed to provide to RT-Mart

China the Relevant Promotion Services and RT-Mart

China may conduct marketing activities using the

Relevant Promotion Services on the Ele Me platform,

subject to the terms and conditions set out therein.

Prices and fees

:

A service fee (including VAT) will be charged by

Rajax Network Shanghai for each message released by

Rajax Network Shanghai via the Ele Me platform to

potential customers for the promotion of the Group's

business.

The unit service fee for the promotion services has

been determined after arm's-length negotiations

with reference to (i) the price of the same promotion

services offered on the market; (ii) the continuing

partnership with Alibaba Group on the Ele Me business

model.

If there is an increase in demand for the Relevant

Promotion Services, RT-Mart China shall pay

additional service fees to be determined with reference

to the unit service fee.

Payment arrangements :

A lump sum amount will be paid by RT-Mart China

and be calculated with reference to the unit service fee

and the number of messages released for the Group

via the Ele Me platform pursuant to the 2021 RT-Mart

China Rajax Network Shanghai Ele Me Business

Cooperation Agreement (Promotion Service).

RT-Mart China shall pay the lump sum amount within

  1. 10 working days after it becomes payable by RT-Mart China to Rajax Network Shanghai and Ele Me platform shall provide corresponding services after receipt of all fees.

  2. 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.

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IV. 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 "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 2020 and

  1. for the one month ended 31 January 2021 amounted to approximately RMB1,644 million (unaudited) and approximately RMB184 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 transactions contemplated under the New Business Cooperation Agreements are required to be aggregated with the transactions contemplated under the Existing Business Cooperation Agreements under the category of "Business Cooperation between the Group and Alibaba Group".

Accordingly, the proposed annual caps under the category of "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

For the

financial

financial

financial

financial

year ended

year ended

year ended

year ended

31 December

31 December

31 December

31 December

In RMB

2021

2022

2023

2024

Existing annual caps (as

disclosed in the Company's

announcement dated

18 March 2021)

2,399,000,000

1,159,500,000

900,000,000

400,000,000

Proposed annual caps

2,485,900,000

1,193,800,000

900,000,000

400,000,000

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.

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  1. 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 paid by the Group under the category of "Business Cooperation between the Group and Alibaba Group";
    2. the estimated transaction value through the online platforms 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 estimated transaction value of the delivery services to be provided by Hangzhou Rajax under the "Hema Fresh" ("盒馬鮮生") model based on projected customers' demand;
    4. the Company's ongoing strategy to utilise the internet technologies and the expansion in the market segment offered through the "Hema Fresh" ("河馬鮮生") model and online platforms including "Ele Me" ("餓了麼") and "Tao Xianda" ("淘鮮達") and to increase the efficiency of the traditional hypermarket and supermarket Stores; and
    5. the anticipated increase in the scale of the Group's operation.

VI. 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 New Business Cooperation Agreements help facilitate the Group to continue to leverage Taobao China's expertise in internet technologies and digital infrastructure to expand its online food ordering and retail channels to maximize the revenue of the Group. They allow the Group to digitalise and introduce further new retail solutions. 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 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 the Shareholders as a whole.

VII. LISTING RULES IMPLICATIONS

Taobao China directly holds approximately 27.33% and indirectly holds approximately 46.33% of the total Shares 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.

12

Each of Rajax Network Shanghai and Shanghai Rajax, is either a subsidiary or consolidated entity 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 "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. 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.

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 is principally engaged in online catering services.

Shanghai Rajax

Shanghai Rajax is a company incorporated under the laws of PRC and is a consolidated entity of Alibaba (the ultimate holding company of Taobao China). Shanghai Rajax (along with its affiliates) operates Ele.me (餓了麼), a leading online food delivery service platform of Alibaba Group local services business in the PRC.

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IX. BOARD CONFIRMATION

As Mr. Lin Xiaohai is currently the vice-president of Alibaba, Mr. Li Yonghe is currently the vice-president of Alibaba, and Mr. Xu Hong is currently the deputy chief financial officer of Alibaba, 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 "Business Cooperation between the Group and Alibaba Group". For good corporate governance, Mr. Lin Xiaohai, Mr. Li Yonghe and Mr. Xu Hong 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 has 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 and proposed annual caps pursuant to the articles of association of the Company.

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

"2020 Auchan China Rajax

the promotion services cooperation agreement entered into

Network Shanghai Ele Me

between Rajax Network Shanghai and Auchan China on 1

Business Cooperation

April 2020 (after trading hours) in relation to the technical

Agreement

services relating to marketing activities provided to Auchan

(Promotion Service)"

China based on the Ele Me platform

"2020 Rajax Network

the 2020 Auchan China Rajax Network Shanghai Ele Me

Shanghai Ele Me

Business Cooperation Agreement (Promotion Service) and

Business Cooperation

the 2020 RT-Mart China Rajax Network Shanghai Ele Me

Agreements

Business Cooperation Agreement (Promotion Service)

(Promotion Service)"

"2021 Dalian Hema Delivery

the supplementary agreement to continue the Spring

Business Cooperation

Festival event bonus arrangement entered into between

Supplementary Agreement"

Dalian Hema and Hangzhou Rajax on 26 February 2021

under the Dalian Hema Delivery Business Cooperation

Supplementary Agreement

"2020 RT-Mart China Rajax

the promotion services cooperation agreement entered into

Network Shanghai Ele Me

between Rajax Network Shanghai and RT-Mart China on 1

Business Cooperation

April 2020 (after trading hours) in relation to the technical

Agreement

services relating to marketing activities provided to RT-

(Promotion Service)"

Mart China based on the Ele Me platform

14

"2021 RT-Mart China Rajax

the technical services cooperation agreement entered into

Network Shanghai Ele Me

between Rajax Network Shanghai and RT-Mart China

Business Cooperation

on 31 March 2021 (after trading hours) in relation to the

Agreement

technical and marketing services provided to RT-Mart

(Promotion Service)"

China via the Ele Me platform

"affiliates"

has the meaning of "associate" ascribed to it under the

Listing Rules

"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）網路技術有限公司(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(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 China Ele Me Online

the agreement entered into between Auchan China and

Food Ordering Business

the Rajax Entities on 1 July 2020 in relation to the

Cooperation Agreement"

technical services relating to online food ordering, online

promotion and delivery, as well as other related services

to help Auchan China to meet its needs in operating online

food ordering business on the Rajax Entities' platforms

(including the Ele Me platform)

"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

15

"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

Quadripartite Implementation

Taobao Software, Auchan China, Hangzhou Tao Xian Da

Agreement"

and Hangzhou Rajax on 18 October 2019 relating to the

cooperation between the parties thereof in relation to the

Auchan Implementation Agreement

"Board"

"Company"

The board of Directors

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

Agreement"

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

"Dalian Hema Delivery

the delivery cooperation agreement entered into between

Business Cooperation

Dalian Runhe and Hangzhou Rajax on 26 February 2021

2021 Renewal Agreement"

in relation to the delivery services to be provided by

Hangzhou Rajax

"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

Business Cooperation

Hema and Hangzhou Rajax on 16 March 2020 in respect

Supplementary Agreement"

of 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, which is principally

engaged in the operation of the Hema Stores. Dalian Runhe

is an indirect wholly-owned subsidiary of the Company

16

"Director(s)"

director(s) of the Company

"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 the "Ele Me" model

"Ele Me Business

the business cooperation agreement entered into between

Cooperation Renewal

RT-Mart China and Shanghai Rajax on 27 December 2019

Agreement"

in relation to entering in arrangements in respect of the

business cooperation adopting the "Ele Me" model, which

renewed the Ele Me Business Cooperation Agreement

"the Ele Me Business

the business cooperation agreement entered into between

Cooperation 2021

RT-Mart China and the Rajax Entities on 31 March 2021

Renewal Agreement"

in relation to entering in arrangements in respect of the

business cooperation adopting the "Ele Me" model, which

continued business cooperation contemplated under the Ele

Me Business Cooperation Renewal Agreement

"Existing Business

collectively, the Original Business Cooperation

Cooperation Agreements"

Agreement, the Auchan Implementation Agreement,

the RT Implementation Agreement, the Hainan Hema

Business Cooperation Agreement, the Northeast China

Hema Business Cooperation Agreement, the Dalian Hema

Delivery Business Cooperation Agreement, the Ele Me

Business Cooperation Agreement, the Ele Me Business

Cooperation Renewal Agreement, the Dalian Hema

Delivery Business Cooperation Renewal Agreement,

the Dalian Hema Delivery Business Cooperation

Supplementary Agreement, the Shenyang Hema Delivery

Business Cooperation Renewal Agreement, the RT-Mart

Tao Xianda Quadripartite Implementation Agreement,

the Auchan Tao Xianda Quadripartite Implementation

Agreement, the 2020 Rajax Network Shanghai Ele Me

Business Cooperation Agreements (Promotion Service),

the RT-Mart China Ele Me Online Food Ordering Business

Cooperation Agreement, the Auchan China Ele Me Online

Food Ordering Business Cooperation Agreement, the

Dalian Hema Delivery Business Cooperation 2021 Renewal

Agreement, the Shenyang Hema Delivery Business

Cooperation 2021 Renewal Agreement, 2021 Dalian Hema

Delivery Business Cooperation Supplementary Agreement,

Tao Xian Da Business Cooperation Agreement, RT-Mart

China Zhejiang Niaochao Delivery Business Cooperation

Agreement and Taobao Business Cooperation Agreement

17

"Group"

"Hainan Hema Store(s)"

the Company and its subsidiaries

the retail store(s) operated by Shanghai Ruihe in accordance with the terms of the Hainan Hema Business Cooperation Agreement to be connected with "Hema Fresh" ("盒馬鮮生") business model located in Hainan province of the PRC

"Hainan Hema Business

the business cooperation agreement dated 15 January 2019

Cooperation Agreement"

entered into between Shanghai Runhe and Shanghai Hema

relating to the cooperation between the parties thereto

within the Hainan province of the PRC

"Hangzhou Rajax"

杭州拉扎斯信息科技有限公司 ( H a n g z h o u R a j a x

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 Delivery APP"

the online processing tool for Dalian Hema or Shenyang

Hema to publish delivery orders

"Hema Delivery Business

the Dalina Hema Delivery Business Cooperation 2021

Cooperation 2021

Renewal Agreement and the Shenyang Hema Delivery

Renewal Agreements"

Business Cooperation 2021 Renewal Agreement

"Hema Stores"

the retail store(s) operated by Shanghai Runhe, Dalian

Runhe and/or Shenyang Runhe, which adopt(s) 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 Cooperation

Ele Me Business Cooperation 2021 Renewal Agreement

Agreements"

and 2021 RT-Mart China Rajax Network Shanghai Ele Me

Business Cooperation Agreement (Promotion Service)

"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 thereto

within the Heilongjiang, Jilin and Liaoning provinces of

the PRC

18

"Northeast China Hema

the retail stores operated by Shanghai Runhe in the

Stores"

Heilongjiang, 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

Cooperation Agreement"

Alibaba 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, the Hong Kong and

Macau Special Administrative Regions of the PRC

"Platform"

"Previous Announcements"

the online platform operated by Alibaba Group or RT-Mart China

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, (viii) 27 February 2020, (ix) 16 March 2020, (x) 1 April 2020, (xi) 2 July 2020; (xii) 26 February 2021 and (xiii) 18 March 2021

"Rajax Entities"

Rajax Network Shanghai and Shanghai Rajax

"Rajax Network Shanghai"

拉扎斯網絡科技（上海）有限公司( R a j a x N e t w o r k

Technology (Shanghai) Co . , Ltd . *), a company

incorporated in the PRC and an indirect subsidiary of

Alibaba

"Relevant Promotion Services" technical services for marketing activities (including sending out marketing messages to target customers) provided by Rajax Network Shanghai via the Ele Me platform pursuant to the 2021 RT-Mart China 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-

Agreement"

Mart China and Taobao Software on 19 March 2018

relating to the cooperation between the parties thereto

19

"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 China Ele Me

the agreement entered into between RT-Mart China and the

Online Food Ordering

Rajax Entities on 1 July 2020 in relation to the technical

Business Cooperation

services relating to online food ordering, online promotion

Agreement"

and delivery, as well as other related services to help

RT- Mart China to meet its needs in operating online

food ordering business on the Rajax Entities' platforms

(including the Ele Me platform)

"RT-Mart China Zhejiang

the business cooperation agreement entered into between

Niaochao Delivery Business

RT-Mart China and Zhejiang Niaochao on 18 March 2021

Cooperation Agreement"

whereby Zhejiang Niaochao agreed to provide logistics and

delivery services to stores designated by Hangzhou Tao

Xian Da for orders placed via the Platform

"RT-Mart Tao Xianda

the implementation agreement entered into between

Quadripartite Implementation

Taobao Software, RT-Mart China, Hangzhou Tao Xian Da

Agreement"

and Hangzhou Rajax on 18 October 2019 relating to the

cooperation between the parties thereto in relation to the

RT Implementation Agreement

"RT Stores"

the hypermarkets and supermarkets operated by RT-

Mart China designated under the Tao Xian Da Business

Cooperation Agreement to be connected to the Platform

"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 扎 斯 信 息 科 技 有 限 公 司 ( S h a n g h a i

R a j a x

Information Technology Co., Ltd.*), a limited

liability

company incorporated in the PRC and a consolidated entity of Alibaba

20

"Shanghai Runhe"

上海潤盒網路科技有限公司(Shanghai Runhe Internet

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)"

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

Agreement"

in relation to the delivery services for the "Hema Fresh"

business model

"Shenyang Hema Delivery

the delivery cooperation agreement entered into between

Business Cooperation 2021

Shenyang Runhe and Hangzhou Rajax on 26 February

Renewal Agreement"

2021 in relation to the delivery services to be provided by

Hangzhou Rajax

"Shenyang Hema Delivery

the delivery cooperation agreement entered into between

Business Cooperation

Shenyang Runhe and Hangzhou Rajax on 27 February

Renewal Agreement"

2020 in relation to the delivery services for the "Hema

Fresh" business model, which renewed the Shenyang Hema

Delivery Business Cooperation Agreement

"Shenyang Runhe"

沈陽潤盒雲科技網絡有限公司(Shenyang Runhe Network

Technology Co.,Ltd.*), a limited liability company

incorporated in the PRC and an indirect subsidiary of the

Company

"Stock Exchange"

"Store(s)"

"subsidiary"

"substantial shareholder(s)"

"Taobao Applications"

"Taobao Business Cooperation Agreement"

"Taobao China"

The Stock Exchange of Hong Kong Limited

the retail store(s) operated by the Group

has the meaning ascribed to it under the Listing Rules

has the meaning ascribed to it under the Listing Rules

mobile applications operated by the Taobao Entities

the business cooperation agreement entered into between RT-Mart China and the Taobao Entities on 18 March 2021 in relation to the software and information display services provided by the Taobao Entities

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

21

"Taobao Entities"

Zhejiang Taobao and Taobao Software

"Taobao Software"

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

"Tao Xian Da Business

the business cooperation agreement entered into between

Cooperation Agreement"

RT-Mart China and Hangzhou Tao Xian Da on 18 March

2021 whereby RT-Mart China agreed to cooperate with

Hangzhou Tao Xian Da to adopt the "Tao Xian Da" ("淘鮮

達") model across the RT stores and Auchan Stores

"VAT"

Value added tax

"Zhejiang Niaochao"

浙江鳥潮供應鏈管理有限公司(Zhejiang Niaochao Supply

Chain Management Co., Ltd.*), a company incorporated in

the PRC and a subsidiary of Alibaba

"Zhejiang Taobao"

浙江淘寶網絡有限公司(Zhejiang Taobao Network

Technology Co., Ltd.*), a company incorporated in the

PRC and an affiliated consolidated entity of Taobao

Software

"%"

Per cent

By Order of the Board

Sun Art Retail Group Limited

HUANG Ming-Tuan

Executive Director and Chief Executive Officer

Hong Kong, 31 March 2021

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

Executive Directors:

HUANG Ming-Tuan (Chairman and Chief Executive Officer)

LIN Xiaohai

Non-executive Directors:

LI Yonghe

XU Hong

Independent Non-executive Directors:

Karen Yifen CHANG

Dieter YIH

Charles Sheung Wai CHAN

  • For identification purpose only

22

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Sun Art Retail Group Limited published this content on 31 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2021 15:40:20 UTC.