FORM 2 - Corporate Substantial Shareholder Notice
Form Serial Number
:
CS20180202E00001
1.
Date of relevant event
:
29/01/2018
(dd/mm/yyyy)
2.
Date when the substantial shareholder becomes aware of the relevant event / interest in the shares (if later)
:
(dd/mm/yyyy)
3.
Stock code
:
06808
4.
Name of listed corporation
:
Sun Art Retail Group Ltd.
5.
Class of shares
:
Ordinary Shares
6.
Number of issued shares in class
:
9,539,704,700
7.
Name of substantial shareholder
:
Alibaba Group Holding Limited
8.
Registered office
:
Trident Trust Company (Cayman) Limited, Fourth Floor, One Capital Place, P.O. Box 847, George Town, Grand Cayman, Cayman Islands
9.
Principal place of business in Hong Kong
:
N/A
15.
Exchange on which listed
:
New York Stock Exchange
16.
Name of listed parent and exchange on which parent is listed
:
N/A
17.
Details of relevant event
:
Brief description of relevant event
Capacity in which shares were/are held
Number of shares bought/sold or involved
Currency of transaction
On Exchange
Off Exchange
Before relevant event
After relevant event
Highest price (per share)
Average price (per share)
Average consideration (per share)
Nature of consideration
Long position
1711
Miscellaneous
Other (you must briefly describe the relevant event in the Supplementary Information box)
2201
Interest of corporation controlled by you
2201
Interest of corporation controlled by you
480,369,231
HKD
Short position
18.
Total shares immediately before the relevant event
:
Total number of shares
Percentage figure (%)
Long position
2,482,122,874
26.02
19.
Total shares immediately after the relevant event
:
Total number of shares
Percentage figure (%)
Long position
2,482,122,874
26.02
20.
Capacity in which interests disclosed in Box 19 are held
:
Capacity code
Number of shares
2201
Interest of corporation controlled by you
Long position
2,482,122,874
21.
Further information in respect of derivative interests
:
Derivatives code
Number of shares
22.
Further information in relation to interests of corporations controlled by substantial shareholder
:
Name of controlled corporation
Address and place of incorporation
Name of controlling person
% control
Direct interest (Y/N)
Number of shares
New Retail Strategic Opportunities Investments 1 Limited
Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands
New Retail Strategic Opportunities Fund, L.P.
100.00
Y
Long position
480,369,231
New Retail Strategic Opportunities Fund, L.P.
Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands
New Retail Strategic Opportunities Fund GP, L.P. (as general partner)
0.00
N
Long position
480,369,231
New Retail Strategic Opportunities Fund GP, L.P.
Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands
New Retail Strategic Opportunities GP Limited (as general partner)
0.00
N
Long position
480,369,231
New Retail Strategic Opportunities Fund GP, L.P.
Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands
Alibaba Investment Limited (as limited partner)
100.00
N
Long position
480,369,231
New Retail Strategic Opportunities GP Limited
Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands
Alibaba Investment Limited
100.00
N
Long position
480,369,231
Alibaba Investment Limited
Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands
Alibaba Group Holding Limited
100.00
N
Long position
480,369,231
Taobao China Holding Limited
26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong
Taobao Holding Limited
100.00
Y
Long position
2,001,753,643
Taobao Holding Limited
Trident Trust Company (Cayman) Limited, Fourth Floor, One Capital Place, P.O. Box 847, George Town, Grand Cayman, Cayman IslandsIslands
Alibaba Group Holding Limited
100.00
N
Long position
2,001,753,643
23.
Further information in relation to interests held by substantial shareholder jointly with another person
:
Name of joint shareholder
Address
Number of shares
24.
Further information from a trustee, a beneficiary of a trust, or a person who set up a discretionary trust
:
Names of trust
Address
Status code
Number of shares
25.
Further information from a party to an agreement under Section 317 (Please see Notes for further information required)
:
Names of other parties
Address
Number of shares
Total number of shares in which a substantial shareholder is interested under sections 317 and 318
26.
Details of person(s) in accordance with whose directions the substantial shareholder or its directors are accustomed to act
:
Names
Address
Relationship Code
Percentage (%)
27.
Supplementary information
:
On completion of the transaction announced by Sun Art Retail Group Limited ("SARG") on 20 November 2017, in which Taobao China Holding Limited ("Taobao") had agreed to purchase, itself or through designated co-investors, 26.02% of the shares of SARG, Taobao designated New Retail Strategic Opportunities Investment 1 Limited to acquire 5.04% of the shares of SARG. Taobao remains the holder of 20.98% of the shares of SARG.
28.
Log/Serial Number of the previous form
:
29.
Number of concert party document(s) under section 317 attached/uploaded
:
Date of filing this Form 2
:
02/02/2018
(dd/mm/yyyy)