GOLDEN EAGLE RETAIL GROUP LIMITED

Transcription

1 The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. GOLDEN EAGLE RETAIL GROUP LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code : 3308) CONTINUING CONNECTED TRANSACTIONS: (i) 2017 MASTER PROPERTY MANAGEMENT SERVICES AGREEMENT; (ii) 2017 PROJECT MANAGEMENT SERVICES AGREEMENT; (iii) 2017 DECORATION SERVICES AGREEMENT; AND (iv) SUZHOU CAR PARK LEASING AGREEMENT 2017 Master Services Agreement Each of the Engagement Parties and the corresponding Property Management Services Providers entered into the 2017 Master Services Agreement on 23 December 2016, pursuant to which: (a) (b) (c) Golden Eagle (China) agreed to engage Nanjing Golden Eagle Properties to provide, and Nanjing Golden Eagle Properties agreed to provide, property management services to Nanjing Xinjiekou Store and those stores under its control, including as at the date of this announcement, Nantong Store, Yangzhou Store, Xuzhou Store, Xi an Gaoxin Store, Kunming Store, Huai an Store, Yancheng Store, Yangzhou Jinghua Store, Nanjing Hanzhong Store, Anhui Huaibei Store, Changzhou Jiahong Store, Suqian Store, Liyang Store, Xuzhou People s Square Store, Yancheng Outlet Store, Yancheng Julonghu Store, Nantong Lifestyle Center, Danyang Store, Kunshan Store, Nanjing Jiangning Store, Ma anshan Store, Changzhou Aquarium and Yancheng Aquarium; Nanjing Golden Eagle agreed to engage Nanjing Zhujiang No. 1 to provide, and Nanjing Zhujiang No. 1 agreed to provide, property management services to Nanjing Zhujiang Road Store; Taizhou Golden Eagle Shopping agreed to engage Taizhou Golden Eagle Tiandi to provide, and Taizhou Golden Eagle Tiandi agreed to provide, property management services to Taizhou Store; 1

2 (d) (e) (f) Xianlin Golden Eagle Shopping agreed to engage Xianlin Golden Eagle Tiandi to provide, and Xianlin Golden Eagle Tiandi agreed to provide, property management services to Xianlin Store; Wuhu Golden Eagle Enterprises and Wuhu Golden Eagle Riverside agreed to engage Nanjing Golden Eagle International Properties to provide, and Nanjing Golden Eagle International Properties agreed to provide, property management services to Wuhu Shopping Center, Wuhu New City Store and Wuhu Hotel; and Shanghai Golden Eagle agreed to engage Shanghai Golden Eagle Tiandi to provide, and Shanghai Golden Eagle Tiandi agreed to provide, property management services to Shanghai Store Project Management Services Agreement Since the 2014 Project Management Services Agreement will expire on 31 December 2016, Golden Eagle (China) and Golden Eagle International Group entered into the 2017 Project Management Services Agreement on 23 December 2016, pursuant to which Golden Eagle International Group has agreed to provide project management services including design, purchase of building materials and construction of the Group s new stores to Golden Eagle (China) Decoration Services Agreement Since the 2014 Decoration Services Agreement will expire on 31 December 2016, Golden Eagle (China) and Golden Eagle Construction Work entered into the 2017 Decoration Services Agreement on 23 December 2016 to extend the service period for a term of three years commencing from 1 January 2017 to 31 December 2019, pursuant to which Golden Eagle Construction Work shall provide decoration services to the existing and new stores of the Group. Suzhou Car Park Leasing Agreement On 23 December 2016, Suzhou Gaoxin and Suzhou entered into the Suzhou Car Park Leasing Agreement for the lease of Suzhou Golden Eagle Car Park for a term of 1 year commencing from 1 January Implications under the Listing Rules Each of: (a) Nanjing Golden Eagle Properties; (b) Nanjing Zhujiang No. 1; (c) (d) (e) Taizhou Golden Eagle Tiandi; Xianlin Golden Eagle Tiandi; Nanjing Golden Eagle International Properties; 2

3 (f) (g) (h) (i) Shanghai Golden Eagle Tiandi; Golden Eagle International Group; Golden Eagle Construction Work; and Suzhou ; is an indirect wholly-owned subsidiary of GEICO, a controlling shareholder of the Company. As such, the above companies are the associates of GEICO and are thus the connected persons of the Company under Chapter 14A of the Listing Rules. Accordingly, the entering into of the above-mentioned agreements constituted continuing connected transactions for the Company. The Directors anticipated that the amount of fees payable under each of the 2017 Master Services Agreement, the 2017 Project Management Services Agreement and the 2017 Decoration Services Agreement for each of the three years ending 31 December 2019 calculated on an annual basis represents more than 0.1% but less than 5% of the applicable percentage ratios. As such, the entering into of the 2017 Master Services Agreement, the 2017 Project Management Services Agreement, the 2017 Decoration Services Agreement, and the transactions contemplated thereunder are subject to announcement, reporting and annual review requirements but are exempt from the Independent Shareholders approval requirement under Chapter 14A of the Listing Rules. The Directors also anticipated that the aggregate amount of rentals to be received under the Kunming Car Park Leasing Agreement and the Suzhou Car Park Leasing Agreement calculated on an aggregate and annual basis with reference to the annual caps available represent more than 0.1% but less than 5% of the applicable percentage ratios. Accordingly, the entering into of the Suzhou Car Park Leasing Agreement and the transactions contemplated thereunder are subject to announcement, reporting, annual review requirements but are exempt from the Independent Shareholders approval requirement under Chapter 14A of the Listing Rules. Details of the Kunming Car Park Leasing Agreement has been disclosed in the announcement of the Company dated 18 March MASTER PROPERTY MANAGEMENT SERVICES AGREEMENT DATED 23 DECEMBER 2016 Parties Between: Engagement Party: Services Provider: (Golden Eagle International Retail Group (China) Co., Ltd.), an indirect wholly-owned subsidiary of the Company (Nanjing Golden Eagle Properties Asset Management Co., Ltd.), an indirect wholly-owned subsidiary of GEICO 3

4 Between: Engagement Party: Services Provider: (Nanjing Golden Eagle Zhujianglu Shopping Centre Co., Ltd.) (formerly known as ), an indirect wholly-owned subsidiary of the Company (Nanjing Zhujiang No. 1 Industry Co., Ltd.), an indirect wholly-owned subsidiary of GEICO Between: Engagement Party: Services Provider: (Taizhou Golden Eagle Retail Co., Ltd.), an indirect wholly-owned subsidiary of the Company (Taizhou Golden Eagle Tiandi Investment Management Co., Ltd.), an indirect wholly-owned subsidiary of GEICO Between: Engagement Party: Services Provider: (Nanjing Xianlin Golden Eagle Shopping Centre Co., Ltd.), an indirect wholly-owned subsidiary of the Company (Nanjing Xianlin Golden Eagle Tiandi Technology Co., Ltd.) (formerly known as ), an indirect wholly-owned subsidiary of GEICO Between: Engagement Parties: (Wuhu Golden Eagle International Enterprises Co., Ltd.) (formerly known as ), an indirect wholly-owned subsidiary of the Company (Wuhu Golden Eagle Riverside Century Development Co., Ltd.) (formerly known as ), an indirect wholly-owned subsidiary of the Company Services Provider: (Nanjing Golden Eagle International Properties Development Co., Ltd.), an indirect wholly-owned subsidiary of GEICO Between: Engagement Party: (Shanghai Golden Eagle International Shopping Centre Co., Ltd.), an indirect wholly-owned subsidiary of the Company 4

5 Services Provider: (Shanghai Golden Eagle Tiandi Industry Limited), an indirect wholly-owned subsidiary of GEICO Background and material terms The Engagement Parties and the Services Providers entered into the 2017 Master Services Agreement on 23 December 2016, pursuant to which: (a) (b) (c) (d) (e) (f) Golden Eagle (China) agreed to engage Nanjing Golden Eagle Properties to provide, and Nanjing Golden Eagle Properties agreed to provide, property management services to Nanjing Xinjiekou Store and those stores under its control, including as at the date of this announcement, Nantong Store, Yangzhou Store, Xuzhou Store, Xi an Gaoxin Store, Kunming Store, Huai an Store, Yancheng Store, Yangzhou Jinghua Store, Nanjing Hanzhong Store, Anhui Huaibei Store, Changzhou Jiahong Store, Suqian Store, Liyang Store, Xuzhou People s Square Store, Yancheng Outlet Store, Yancheng Julonghu Store, Nantong Lifestyle Center, Danyang Store, Kunshan Store, Nanjing Jiangning Store, Ma anshan Store, Changzhou Aquarium and Yancheng Aquarium; Nanjing Golden Eagle agreed to engage Nanjing Zhujiang No. 1 to provide, and Nanjing Zhujiang No. 1 agreed to provide, property management services to Nanjing Zhujiang Road Store; Taizhou Golden Eagle Shopping agreed to engage Taizhou Golden Eagle Tiandi to provide, and Taizhou Golden Eagle Tiandi agreed to provide, property management services to Taizhou Store; Xianlin Golden Eagle Shopping agreed to engage Xianlin Golden Eagle Tiandi to provide, and Xianlin Golden Eagle Tiandi agreed to provide, property management services to Xianlin Store; Wuhu Golden Eagle Enterprises and Wuhu Golden Eagle Riverside agreed to engage Nanjing Golden Eagle International Properties to provide, and Nanjing Golden Eagle International Properties agreed to provide, property management services to Wuhu Shopping Center, Wuhu New City Store and Wuhu Hotel; and Shanghai Golden Eagle agreed to engage Shanghai Golden Eagle Tiandi to provide, and Shanghai Golden Eagle Tiandi agreed to provide, property management services to Shanghai Store. The property management services include but not limited to provision of property (interior) maintenance, cleaning, environmental and greenery services. Each of the Engagement Parties and the relevant Property Management Services Provider may enter into detailed implementation agreements from time to time with reference to the specific requirements of each store. 5

6 Term of the 2017 Master Services Agreement The term of the 2017 Master Services Agreement shall be 3 years commencing from 1 January 2017 to 31 December Condition precedent The 2017 Master Services Agreement is conditional upon all the requirements and approvals required under the Listing Rules having been complied with and obtained. Consideration Pursuant to the 2017 Master Services Agreement, each of the Property Management Engagement Parties shall pay to the relevant Services Provider a fee equivalent to the actual costs incurred plus a mark-up of 10%. The Property Management Engagement Parties shall pay the property management fee in respect of the immediately preceding calendar month on or before the 10th day of each month. The consideration payable was arrived at after arm s length negotiations and based on the principle of fairness and reasonableness with reference to the prevailing market rates. The consideration will be settled from the internal resources of the Group. Historical transaction amounts The approximate aggregate amount of property management fees paid by the Group to the Services Providers for each of the two years ended 31 December 2015 and the 11 months ended 30 November 2016 are set out as follows: Year ended 31 December 2014 Year ended 31 December months ended 30 November 2016 Property management fees paid RMB70.1 million RMB70.5 million RMB53.1 million Proposed aggregate annual caps for 2017 Master Services Agreement for the three years ending 31 December 2019 The projected aggregate annual caps for the consideration payable by the Property Management Engagement Parties under the 2017 Master Services Agreement for the three years ending 31 December 2019 are as follows: Year ending: 31 December 2017: RMB158.0 million (equivalent to approximately HK$176.6 million) 31 December 2018: RMB185.0 million (equivalent to approximately HK$206.8 million) 31 December 2019: RMB200.0 million (equivalent to approximately HK$223.6 million) 6

7 The above annual caps for the aggregate amount of consideration payable under the 2017 Master Services Agreement are determined based on the relevant historical transaction amounts, the growth rate for such transactions as projected by the Company and the anticipated number of new stores / enlarged area to be opened by the Group during the relevant periods. Reason for entering into the 2017 Master Services Agreement The entering into of the 2017 Master Services Agreement enables the Group to focus on the development and operation of stylish department store and lifestyle center chain in the PRC PROJECT MANAGEMENT SERVICES AGREEMENT DATED 23 DECEMBER 2016 Parties Project Management Services Engagement Party: ( ) (Golden Eagle International Retail Group (China) Co., Ltd.), an indirect wholly-owned subsidiary of the Company Project Management Services Provider: Background and material terms (Nanjing Golden Eagle International Group Co., Ltd.), an indirect wholly-owned subsidiary of GEICO Since the 2014 Project Management Services Agreement will expire on 31 December 2016, Golden Eagle (China) and Golden Eagle International Group entered into the 2017 Project Management Services Agreement on 23 December 2016 to extend the service period for a term of three years commencing from 1 January 2017 to 31 December 2019, pursuant to which Golden Eagle International Group has agreed to provide project management services including design, purchase of building materials and construction of the Group s new stores to Golden Eagle (China). Term of the 2017 Project Management Services Agreement The term of the 2017 Project Management Services Agreement shall be 3 years commencing from 1 January 2017 to 31 December Condition precedent The 2017 Project Management Services Agreement is conditional upon all the requirements and approvals required under the Listing Rules having been complied with and obtained. Consideration Pursuant to the 2017 Project Management Services Agreement, Golden Eagle International Group shall provide project management services to the Group at a fee not exceeding 5% of the total estimated constructions costs to be agreed by both parties. The consideration payable and payment schedule of each individual project shall be agreed and negotiated between the parties on arm s length basis and based on the principle of fairness and reasonableness. 7

8 The consideration was arrived at after arm s length negotiations and with reference to the prevailing market rate and on terms no less favourable than (i) the terms the Group can obtain from third party service providers in the market and (ii) the terms offered by Golden Eagle International Group to other Independent Third Parties. The consideration will be settled from the internal resources of the Group. Historical transaction amounts The approximate amount of project management fees paid by the Group to Golden Eagle International Group for each of the two years ended 31 December 2015 and the 11 months ended 30 November 2016 are set out as follows: Year ended 31 December 2014 Year ended 31 December months ended 30 November 2016 Project management fees paid RMB21.0 million RMB9.0 million RMB17.8 million Proposed annual caps for 2017 Project Management Services Agreement for the three years ending 31 December 2019 The projected annual caps for the consideration payable by Golden Eagle (China) to Golden Eagle International Group under the 2017 Project Management Services Agreement for the three years ending 31 December 2019 are as follows: Year ending: 31 December 2017: RMB96.0 million (equivalent to approximately HK$107.3 million) 31 December 2018: RMB35.0 million (equivalent to approximately HK$39.1 million) 31 December 2019: RMB15.0 million (equivalent to approximately HK$16.8 million) The above annual caps for the amount of consideration payable under the 2017 Project Management Services Agreement are determined based on the Group s new store expansion plan with reference to the historical transaction amounts and assuming that a fee of 5% of the total estimated construction costs will be paid to Golden Eagle International Group. Reason for entering into the 2017 Project Management Services Agreement The entering into of the 2017 Project Management Services Agreement enables the Group to focus on the development and operation of stylish department store and lifestyle center chain in the PRC. 8

9 2017 DECORATION SERVICES AGREEMENT DATED 23 DECEMBER 2016 Parties Decoration Services Engagement Party: Decoration Services Provider: ( ) (Golden Eagle International Retail Group (China) Co., Ltd.), an indirect wholly-owned subsidiary of the Company (Nanjing Golden Eagle Construction Work Co., Ltd.), an indirect wholly-owned subsidiary of GEICO Background and material terms Since the 2014 Decoration Services Agreement will expire on 31 December 2016, Golden Eagle (China) and Golden Eagle Construction Work entered into the 2017 Decoration Services Agreement on 23 December 2016 to extend the service period for a term of three years commencing from 1 January 2017 to 31 December 2019, pursuant to which Golden Eagle Construction Work shall provide decoration services to the existing and new stores of the Group. Term of the 2017 Decoration Services Agreement The term of the 2017 Decoration Services Agreement shall be 3 years commencing from 1 January 2017 to 31 December Condition precedent The 2017 Decoration Services Agreement is conditional upon all the requirements and approvals required under the Listing Rules having been complied with and obtained. Consideration Pursuant to the Decoration Services Agreement (as amended by the 2014 Decoration Services Agreement and the 2017 Decoration Agreement), Golden Eagle Construction Work will provide decoration services to the existing and new stores of the Group at such fees to be determined after arm s length negotiations from time to time with reference to the specific decoration works to be done and on terms no less favourable than (i) the terms the Group can obtain from third party service providers in the market and (ii) the terms offered by Golden Eagle Construction Work to other Independent Third Parties. Such fees shall be paid in accordance with the payment schedule to be agreed between the parties from time to time with reference to the progress of work done. The pricing policy of the 2017 Decoration Services Agreement is the same as that of the Decoration Services Agreement. The consideration was arrived at after arm s length negotiations and with reference to the prevailing market rate and on terms no less favourable than (i) the terms the Group can obtain from third party service providers in the market and (ii) the terms offered by Golden Eagle Construction Work to other Independent Third Parties. The consideration will be settled from the internal resources of the Group. 9

10 Historical transaction amounts The approximate amount of decoration services fees paid by the Group to Golden Eagle Construction Work for each of the two years ended 31 December 2015 and the 11 months ended 30 November 2016 are set out as follows: Year ended 31 December 2014 Year ended 31 December months ended 30 November 2016 Decoration services fees paid RMB259.4 million RMB121.6 million RMB66.4 million Proposed annual caps for 2017 Decoration Services Agreement for the three years ending 31 December 2019 The projected annual caps for the consideration payable by Golden Eagle (China) to Golden Eagle Construction Work under the 2017 Decoration Services Agreement for the three years ending 31 December 2019 are as follows: Year ending: 31 December 2017: RMB200.0 million (equivalent to approximately HK$223.6 million) 31 December 2018: RMB180.0 million (equivalent to approximately HK$201.2 million) 31 December 2019: RMB60.0 million (equivalent to approximately HK$67.1 million) The above annual caps for the amount of consideration payable under the 2017 Decoration Services Agreement are determined based on individual store s decoration plan and the Group s new store expansion plan with reference to the historical transaction amounts. Reason for entering into the 2017 Decoration Services Agreement The entering into of the 2017 Decoration Services Agreement enables the Group to focus on the development and operation of stylish department store and lifestyle centre chain in the PRC. SUZHOU CAR PARK LEASING AGREEMENT DATED 23 DECEMBER 2016 Lessor: (Suzhou Gaoxin Golden Eagle Commercial Plaza Co., Ltd.), an indirect wholly-owned subsidiary of the Company Lessee: (Suzhou Golden Eagle International Co., Ltd.), an indirect wholly-owned subsidiary of GEICO 10

11 Assets to be leased under the Suzhou Car Park Leasing Agreement The assets to be leased under the Suzhou Car Park Leasing Agreement is the Suzhou Golden Eagle Car Park. Term of the Suzhou Car Park Leasing Agreement The term of the Suzhou Car Park Leasing Agreement shall be 1 year commencing from 1 January Condition precedent The Suzhou Car Park Leasing Agreement is conditional upon all the requirements and approvals required under the Listing Rules having been complied with and obtained. Rental The annual rental payable by Suzhou to Suzhou Gaoxin for the lease of Suzhou Golden Eagle Car Park shall be RMB800,000, which shall be payable quarterly in arrears within 25 days after the end of the relevant quarter. The terms of the Suzhou Car Park Leasing Agreement were arrived at after arm s length negotiations and with reference to the prevailing market rate. Reasons for entering into the Suzhou Car Park Leasing Agreement The entering into of the Suzhou Car Park Leasing Agreement enables the Group to save the time and resources in managing Suzhou Golden Eagle Car Park, which is not the core business of the Group and helps the Group to focus on the development and operation of stylish department store and lifestyle centre chain in the PRC. Proposed annual caps for Suzhou Car Park Leasing Agreement for the year ending 31 December 2017 The projected annual cap for the consideration payable by Suzhou to Suzhou Gaoxin under the Suzhou Car Park Leasing Agreement for the year ending 31 December 2017 is as follows: Year ending: 31 December 2017: RMB800,000 (equivalent to approximately HK$894,000) The above annual cap for the amount of consideration receivable under the Suzhou Car Park Leasing Agreement is determined based on the amount of rental to be received from Suzhou in accordance with the Suzhou Car Park Leasing Agreement. 11

12 RELATIONSHIPS WITH GEICO GEICO, through Golden Eagle International Retail Group Limited (one of its wholly-owned subsidiaries), is now indirectly holding approximately 74.43% of the entire issued share capital of the Company and is accordingly a controlling shareholder of the Company. GEICO is in turn wholly-owned by The 2004 RVJD Family Trust, the family trust of Mr. Wang. Each of: (a) Nanjing Golden Eagle Properties; (b) Nanjing Zhujiang No. 1; (c) (d) (e) (f) (g) (h) (i) Taizhou Golden Eagle Tiandi; Xianlin Golden Eagle Tiandi; Nanjing Golden Eagle International Properties; Shanghai Golden Eagle Tiandi; Golden Eagle International Group; Golden Eagle Construction Work; and Suzhou ; is an indirect wholly-owned subsidiary of GEICO, a controlling shareholder of the Company. As such, the above companies are the associates of GEICO and are thus the connected persons of the Company under Chapter 14A of the Listing Rules. Accordingly, the entering into of the 2017 Master Services Agreement, the 2017 Project Management Services Agreement, the 2017 Decoration Services Agreement and the Suzhou Car Park Leasing Agreement constituted continuing connected transactions for the Company. VIEWS OF THE DIRECTORS The Board (including the independent non-executive Directors) considers that the terms of the 2017 Master Services Agreement, the 2017 Project Management Services Agreement, the 2017 Decoration Services Agreement and the Suzhou Car Park Leasing Agreement are on normal commercial terms and are fair and reasonable and it is in the interest of the Company and the Shareholders as a whole. Mr. Wang, the Director who has material interests in the transactions by virtue of his indirect beneficial interests in Nanjing Golden Eagle Properties, Nanjing Zhujiang No. 1, Taizhou Golden Eagle Tiandi, Xianlin Golden Eagle Tiandi, Nanjing Golden Eagle International Properties, Shanghai Golden Eagle Tiandi, Golden Eagle International Group, Golden Eagle Construction Work and Suzhou, has abstained from voting on the board resolutions approving the above agreements. 12

13 INFORMATION ABOUT THE COUNTER-PARTIES OF THE TRANSACTIONS Nanjing Golden Eagle Properties, Nanjing Golden Eagle International Properties and Suzhou are principally engaged in property management in the PRC. Nanjing Zhujiang No. 1, Taizhou Golden Eagle Tiandi, Xianlin Golden Eagle Tiandi, Shanghai Golden Eagle Tiandi are principally engaged in the businesses of property development, property investment and property management in the PRC. Golden Eagle International Group is principally engaged in the businesses of property development, property investment and investment holdings. Golden Eagle Construction Work is principally engaged in the provision of property construction services as well as design and decoration services in the PRC. INFORMATION ABOUT THE GROUP The Company was incorporated in the Cayman Islands with limited liability whose shares are listed on the Main Board of the Stock Exchange. The Group is principally engaged in the development and operation of stylish department store and lifestyle centre chain in the PRC. IMPLICATIONS UNDER THE LISTING RULES The Directors anticipated that the amount of fees payable under each of the 2017 Master Services Agreement, the 2017 Project Management Services Agreement and the 2017 Decoration Services Agreement for each of the three years ending 31 December 2019 calculated on an annual basis represents more than 0.1% but less than 5% of the applicable percentage ratios. As such, the entering into of the 2017 Master Property Management Services Agreement, the 2017 Project Management Services Agreement, the 2017 Decoration Services Agreement, and the transactions contemplated thereunder are subject to announcement, reporting and annual review requirements but are exempt from the Independent Shareholders approval requirement under Chapter 14A of the Listing Rules. The Directors also anticipated that the aggregate amount of rentals to be received under the Kunming Car Park Leasing Agreement and the Suzhou Car Park Leasing Agreement calculated on an aggregate and annual basis with reference to the annual caps available represent more than 0.1% but less than 5% of the applicable percentage ratios. Accordingly, the entering into of the Suzhou Car Park Leasing Agreement and the transactions contemplated thereunder are subject to announcement, reporting, annual review requirements but are exempt from the Independent Shareholders approval requirement under Chapter 14A of the Listing Rules. Details of the Kunming Car Park Leasing Agreement has been disclosed in the announcement of the Company dated 18 March Details of the connected transactions of the Company will be disclosed in the Company s published annual report and accounts in accordance with Rule 14A.45 of the Listing Rules. 13

14 TERMS USED IN THIS ANNOUNCEMENT associate(s) Board Business Day(s) Company connected person(s) Decoration Services Agreement Directors GEICO Golden Eagle (China) or Nanjing Xinjiekou Store has the meaning ascribed thereto under the Listing Rules the board of Directors a day (other than Saturday and Sunday) on which banks in the PRC are open for general banking transactions Golden Eagle Retail Group Limited ( ), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange has the meaning ascribed thereto under the Listing Rules the decoration services agreement dated 26 February 2006 entered into between Golden Eagle (China) and Golden Eagle Construction Work for the provision of decoration services to the Group for a term of two years commencing from 1 January 2006 to 31 December 2007, as supplemented by the supplemental agreements dated 18 December 2007 and 16 November 2010 respectively for a renewed term of up to 31 December 2016, details of which have been disclosed in the prospectus and announcements of the Company dated 8 March 2006, 19 December 2007 and 16 November 2010 respectively the directors of the Company (including the independent non-executive directors of the Company) and Director shall mean any one of them GEICO Holdings Limited, a company incorporated in the British Virgin Islands with limited liability, being the indirect sole shareholder of Nanjing Golden Eagle Properties, Nanjing Zhujiang No. 1, Taizhou Golden Eagle Tiandi, Xianlin Golden Eagle Tiandi, Nanjing Golden Eagle International Properties, Shanghai Golden Eagle Tiandi, Golden Eagle International Group, Golden Eagle Construction Work and Suzhou and the indirect controlling shareholder of the Company (Golden Eagle International Retail Group (China) Co., Ltd.), a company established in the PRC with limited liability on 12 May 2000, being an indirect wholly-owned subsidiary of the Company, or where the context so requires, the store operated by such entity 14

15 Golden Eagle Construction Work Golden Eagle International Group Group HK$ Hong Kong Independent Third Party(ies) Kunming Car Park Leasing Agreement Listing Rules Mr. Wang Nanjing Golden Eagle or Nanjing Zhujiang Road Store Nanjing Golden Eagle International Properties (Nanjing Golden Eagle Construction Work Co., Ltd.), a company established in the PRC with limited liability on 21 August 2001, which is an indirect wholly-owned subsidiary of GEICO (Nanjing Golden Eagle International Group Co., Ltd.), a company established in the PRC with limited liability on 7 March 1992, which is an indirect wholly-owned subsidiary of GEICO the Company and its subsidiaries Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC person(s) and company(ies) who/ which is/ are independent of and not connected (within the meaning of the Listing Rules) with any of the directors, chief executive and substantial shareholders of the Company and its subsidiaries or any of their respective associates the car park leasing agreement dated 18 March 2015 entered into between (Yunnan Shangmei Investment Management Co., Ltd.) and (Kunming Golden Eagle Co., Ltd.), details of which have been disclosed in the announcement of the Company dated 18 March 2015 the Rules Governing the Listing of Securities on the Stock Exchange Mr. Wang Hung, Roger, the Chairman and the executive Director of the Company (Nanjing Golden Eagle Zhujianglu Shopping Centre Co., Ltd.) (formerly known as ), a company established in the PRC with limited liability on 20 September 2007, being an indirect wholly-owned subsidiary of the Company, or where the context so requires, the store operated by such entity (Nanjing Golden Eagle International Properties Development Co., Ltd.), a company established in the PRC with limited liability on 20 August 2003, which is an indirect wholly-owned subsidiary of GEICO 15

16 Nanjing Golden Eagle Properties (Nanjing Golden Eagle Properties Asset Management Co., Ltd.), a company established in the PRC with limited liability on 9 September 1999, which is an indirect wholly-owned subsidiary of GEICO Nanjing Zhujiang No. 1 (Nanjing Zhujiang No. 1 Industry Co., Ltd.), a company established in the PRC with limited liability on 25 September 1992, which is an indirect wholly-owned subsidiary of GEICO PRC Engagement Parties Services Providers RMB Shanghai Golden Eagle or Shanghai Store Shanghai Golden Eagle Tiandi Shareholder(s) Stock Exchange Suzhou Car Park Leasing Agreement the People s Republic of China collectively, Golden Eagle (China), Nanjing Golden Eagle, Taizhou Golden Eagle Shopping, Xianlin Golden Eagle Shopping, Wuhu Golden Eagle Enterprises, Wuhu Golden Eagle Riverside and Shanghai Golden Eagle and Property Management Engagement Party shall mean any of them collectively, Nanjing Golden Eagle Properties, Nanjing Zhujiang No. 1, Taizhou Golden Eagle Tiandi, Xianlin Golden Eagle Tiandi, Nanjing Golden Eagle International Properties and Shanghai Golden Eagle Tiandi and Property Management Services Provider shall mean any of them Renminbi, the lawful currency of the PRC (Shanghai Golden Eagle International Shopping Centre Co., Ltd.), a company established in the PRC with limited liability on 13 April 2006, being an indirect wholly-owned subsidiary of the Company, or where the context so requires, the store operated by such entity (Shanghai Golden Eagle Tiandi Industry Limited), a company established in the PRC with limited liability on 27 November 2000, which is an indirect wholly-owned subsidiary of GEICO the shareholder(s) of the Company The Stock Exchange of Hong Kong Limited the car parking leasing agreement dated 23 December 2016 entered into between Suzhou Gaoxin and Suzhou Property Management Suzhou Gaoxin (Suzhou Gaoxin Golden Eagle Commercial Plaza Co., Ltd.), a company established in the PRC with limited liability on 22 November 2012, which is an indirect wholly-owned subsidiary of the Company 16

17 Suzhou Golden Eagle Car Park Suzhou Property Management Taizhou Golden Eagle Shopping or Taizhou Store Taizhou Golden Eagle Tiandi Wuhu Golden Eagle Enterprises or Wuhu Shopping Centre or Wuhu Hotel Wuhu Golden Eagle Riverside or Wuhu New City Store Xianlin Golden Eagle Shopping or Xianlin Store Xianlin Golden Eagle Tiandi the car park situated at basements 1 and 2 of Suzhou Gaoxin Golden Eagle Commercial Plaza ( ) located at 298 Shishan Road, Gaoxin District, Suzhou ( 298 ) with a total gross floor area of approximately 39,270 square metres which is legally and beneficially owned by Suzhou Gaoxin (Suzhou Golden Eagle International Co., Ltd.), a company established in the PRC with limited liability on 3 March 2004, which is an indirect wholly-owned subsidiary of GEICO (Taizhou Golden Eagle Retail Co., Ltd.), a company established in the PRC with limited liability on 18 May 2006, being an indirect wholly-owned subsidiary of the Company, or where the context so requires, the store operated by such entity (Taizhou Golden Eagle Tiandi Investment Management Co., Ltd.), a company established in the PRC with limited liability on 25 August 2008, which is an indirect wholly-owned subsidiary of GEICO (Wuhu Golden Eagle International Enterprises Co., Ltd.) (formerly known as ), a company established in the PRC with limited liability on 28 December 2004, being an indirect wholly-owned subsidiary of the Company, or where the context so requires, the store or hotel operated by such entity (Wuhu Golden Eagle Riverside Century Development Co., Ltd.) (formerly known as ), a company established in the PRC with limited liability on 20 January 2011, being an indirect wholly-owned subsidiary of the Company, or where the context so requires, the store operated by such entity (Nanjing Xianlin Golden Eagle Shopping Centre Co., Ltd.), a company established in the PRC with limited liability on 5 November 2009, being an indirect wholly-owned subsidiary of the Company, or where the context so requires, the store operated by such entity (Nanjing Xianlin Golden Eagle Tiandi Technology Co., Ltd.) (formerly known as ), a company established in the PRC with limited liability on 21 February 2006, which is an indirect wholly-owned subsidiary of GEICO 17

18 2014 Decoration Services Agreement 2014 Project Management Services Agreement 2017 Decoration Services Agreement 2017 Master Property Management Services Agreement 2017 Project Management Services Agreement the second supplemental agreement to the Decoration Services Agreement dated 19 December 2013 entered into between Golden Eagle (China) and Golden Eagle Construction Work for a term of three years commencing from 1 January 2014 to 31 December 2016 the project management services agreement for the provision of project management services dated 19 December 2013 entered into between Golden Eagle (China) and Golden Eagle International Group for a term of three years commencing from 1 January 2014 to 31 December 2016 the third supplemental agreement to the Decoration Services Agreement dated 23 December 2016 entered into between Golden Eagle (China) and Golden Eagle Construction Work for a term of three years commencing from 1 January 2017 to 31 December 2019 the master property management services agreement for the provision of property management services dated 23 December 2016 entered into between the Property Management Engagement Parties and the Property Management Services Providers the project management services agreement for the provision of project management services dated 23 December 2016 entered into between Golden Eagle (China) and Golden Eagle International Group for a term of three years commencing from 1 January 2017 to 31 December 2019 % per cent By order of the Board Golden Eagle Retail Group Limited Wang Hung, Roger Chairman Hong Kong, 23 December 2016 Unless otherwise specified in this announcement, amounts denominated in RMB have been converted to HK$ at a rate of HK$1.00 to RMB As at the date of this announcement, the Board comprises 1 executive Director, namely Mr. Wang Hung, Roger and 3 independent non-executive Directors, namely Mr. Wong Chi Keung, Mr. Lay Danny J and Mr. Wang Sung Yun, Eddie. If there is any inconsistency between the Chinese names of PRC entities, departments, facilities or titles mentioned in this announcement and their English translation, the Chinese version shall prevail. 18