Taobao China Holding Limited agreed to make an offer to acquire a 21.7% stake in Sun Art Retail Group Limited (SEHK:6808) for HKD 13.4 billion on November 20, 2017. Under the terms, Taobao China Holding Limited will make an offer to acquire 2.1 billion shares at HKD 6.5 per share. In a related transaction, Taobao China Holding Limited entered into sale and purchase agreements to acquire a 36.2% stake in Sun Art Retail Group Limited from Concord Greater China Limited and Kofu International Limited for HKD 22.4 billion. The consideration will be paid in cash and funded by internal resources and/or external debt-financing.

Taobao China Holding Limited has no intention to terminate any employment of the employees of Sun Art Retail Group Limited Group while it intends to maintain the listing status of Sun Art Retail Group Limited after the close of the offer. The making of the offer is subject to completion of the acquisition of 36.2% stake in Sun Art Retail Group Limited through sale and purchase agreements. Sun Art Retail Group Limited established an independent Board committee comprising all the non-executive Directors namely, CHENG Chuan-Tai, Benoit, Claude, Francois, Marie, Joseph LECLERCQ, Wilhelm, Louis HUBNER and Xavier, Marie, Alain DELOM de MEZERAC, to advise the independent shareholders in respect of the offer. As of December 22, 2017, Taobao China Holding Limited and Sun Art Retail Group Limited issued composite document to its shareholders with respect to the transaction. As of December 22, 2017, Somerley Capital Limited, independent financial advisor recommended the independent Board committee not to accept the offer. Consequently, independent Board committee and Board of Directors of Sun Art Retail Group Limited jointly recommended the shareholders not to accept the offer. The tender offer period will close on January 12, 2018.

China International Capital Corporation Hong Kong Securities Limited acted as the financial advisor to Taobao China Holding Limited. The Hongkong and Shanghai Banking Corporation Limited acted as financial advisor to Sun Art Retail Group Limited and Somerley Capital Limited acted as independent financial advisor to independent Board committee of Sun Art Retail Group Limited. Computershare Hong Kong Investor Services Limited acted as registrar to Sun Art Retail Group Limited. China International Capital Corporation Hong Kong Securities Limited is satisfied that sufficient financial resources are available to Taobao China Holding Limited to satisfy the amount of funds required for acceptance of the offer. Matt Emsley, Jessica Leung, Qingqing Bu of Herbert Smith Freehills acted as the legal advisors to Sun Art Retail Group Limited, Benita Yu, Clara Choi, Charlton Tse, Eric Fung, Vincent Chan and Jiayi Li of Slaughter and May and Fangda Partners acted as the legal advisors to Taobao China Holding Limited and Clifford Chance LLP acted as the legal advisor to Ruentex Development Co.,Ltd.Jonathan Stone ,Christopher Betts,Armand Grumberg, Bradley Klein of Skadden, Arps, Slate,Meaghe & Flom, L.L.P. acted as legal advisor for Sun Art Retail Group Limited .

Taobao China Holding Limited completed the acquisition of 0.003% stake in Sun Art Retail Group Limited (SEHK:6808) for HKD 2 million on January 12, 2018. On January 12, 2018, approximately 0.3 million shares were tendered.