SUN ART RETAIL GROUP LIMITED 高鑫零售有限公司 (Incorporated in Hong Kong with Limited Liability) (Stock Code: 06808)
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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) PROPERTY VALUATION REPORT Reference is made to a summary of the property valuation report (the “Property Valuation Report”) dated 22 December 2017 issued by Cushman & Wakefield Limited (an independent property valuer), which is enclosed in “Appendix V – Summary of Property Valuation Report” to the composite offer and response document dated 22 December 2017 (the “Composite Document”) jointly issued by Sun Art Retail Group Limited (the “Company”) and Taobao China Holding Limited (the “Offeror”) in relation to the mandatory unconditional cash offer by China International Capital Corporation Hong Kong Securities Limited on behalf of the Offeror to acquire all the issued Shares in the Company (other than those Shares already owned or agreed to be acquired by the Offeror and parties acting in concert with it). Unless otherwise defined, terms used herein shall have the same meanings as those defined in the Composite Document. The Company sets out the full text of the Property Valuation Report in Appendix I of this announcement for the attention of the Shareholders and potential investors in the Company. The full text of the Property Valuation Report will be available for inspection (i) on the website of the SFC at http://www.sfc.hk; (ii) on the website of the Company at www.sunartretail.com; and (iii) (during normal business hours from 9:00 a.m. to 5:00 p.m. (except Saturdays, Sundays and gazetted public holidays in Hong Kong)) (Hong Kong time) at the principal place of business of the Company in Hong Kong at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, from the date of the Composite Document up to the Closing Date. Pursuant to Rule 11.5(c) of the Takeovers Code, Cushman & Wakefield Limited has given and has not withdrawn its written consent to the issue of this announcement with the inclusion of the full text of the Property Valuation Report and its name and logo in the form and context in which they are respectively included. Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company. On behalf of the Board Sun Art Retail Group Limited Ludovic, Frédéric, Pierre HOLINIER Executive Director and Chief Executive Officer Hong Kong, 22 December 2017 1 As at the date of this announcement, the Directors of the Company are: Executive Directors: Ludovic, Frédéric, Pierre HOLINIER (Chief Executive Officer) HUANG Ming-Tuan Non-executive Directors: CHENG Chuan-Tai (Chairman) Benoit, Claude, Francois, Marie, Joseph LECLERCQ Xavier, Marie, Alain DELOM de MEZERAC Wilhelm, Louis HUBNER Independent Non-executive Directors: Karen Yifen CHANG Desmond MURRAY HE Yi The Directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statements in this announcement misleading. 2 APPENDIX I – PROPERTY VALUATION REPORT 16th Floor Jardine House 1 Connaught Place Central Hong Kong 22 December 2017 The Board of Directors Sun Art Retail Group Limited Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong Dear Sirs INSTRUCTIONS, PURPOSE & VALUATION DATE In accordance with the instructions from Sun Art Retail Group Limited (the “Company”) for us to carry out the valuations of the market values of the properties (“Properties”) held by the Company and its subsidiaries (together the “Group”) under two banners – being the “Auchan 歐尚” and “RT-Mart 大潤發” banners in the People’s Republic of China (the “PRC”), we confirm that we have carried out inspection, made relevant enquiries and obtained such further information as we considered necessary for the purpose of providing you with our opinion of the market values in existing state of the Properties as at 30 November 2017 (the “valuation date”). DEFINITION OF MARKET VALUE Our valuation of each of the Properties represent its Market Value. The definition of Market Value adopted in The HKIS Valuation Standards 2012 Edition follows the International Valuation Standards published by the International Valuation Standards Council (“IVSC”). Market Value is defined by the IVSC as “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing where the parties had each acted knowledgeably, prudently and without compulsion”. VALUATION BASIS Our valuations of the Properties exclude an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangement, special considerations or concessions granted by anyone associated with the sale, or any element of special value. –1– In the course of our valuations of the Properties held in the PRC, with reference to the PRC Legal opinion of the legal adviser, 君合律師事務所上海分所 (JunHe LLP Shanghai Office), we have prepared our valuation on the basis that transferable land use rights in respect of the Properties for their specific term at nominal annual land use fee has been granted and that any premium payable has already been fully paid. We have relied on the information and advice given by the Company and the PRC legal opinion of the Company’s legal adviser, dated 22 December 2017, regarding the titles to the Properties and the interests in the Properties. In valuing the Properties, we have prepared our valuations on the basis that the owners have enforceable title to the Properties and has free and uninterrupted rights to use, occupy or assign the Properties for the whole of the unexpired terms as granted. In respect of the Properties situated in the PRC, the status of titles and grant of major certificates, approvals and licences, in accordance with the information provided by the Company, are set out in the notes in the valuation certificate. No allowance has been made in our valuations for any charges, pledges or amounts owing on the Properties nor any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is valued on the basis that the Properties are free from encumbrances, restrictions and outgoings of any onerous nature which could affect their values. METHOD OF VALUATION In valuing the Properties in Group I, which are held by the Group for owner- occupation/investment in the PRC, we have adopted Investment Approach by considering the capitalized rental derived from the existing tenancies with due provision of the reversionary rental potential, or where appropriate, Direct Comparison Approach by making reference to comparable sales evidences as available in the relevant market. In valuing the Property in Group II, which is held by the Group for development in the PRC, we have valued it on the basis that it will be developed and completed in accordance with the Group’s latest development proposal provided to us. In arriving at our opinion of value, we have adopted Direct Comparison Approach by making reference to comparable sales evidences as available in the relevant market. Permits for Commencement of Construction Works or such equivalent permits have not been obtained yet because the development have not yet commenced and such permit is not necessary at vacant land stage. As the Property is still vacant land, without such said permits will not affect our valuation and is in line with the market practice. –2– In valuing the Property in Group III, which is held by the Group under development in the PRC, we have valued it on the basis that it will be developed and completed in accordance with the Group’s latest development proposal provided to us. In arriving at our opinion of value, we have adopted Direct Comparison Approach by making reference to comparable sales evidences as available in the relevant market, and where appropriate, we have taken into account the estimated total and expended construction costs. Permits for Commencement of Construction Works or such equivalent permits have been obtained. Grant Contracts of Land Use Rights and State-owned Land Use Rights Certificate have been obtained as at the Valuation Date. The Properties are located in the urban districts of Shanghai, Hangzhou, Suzhou, Nanjing, Kunshan, Wuxi, Hefei, Changzhou, Haikou, Yancheng, Chongqing, Tianjin, Wuhan, Jiaxing, Nanchang, Zhangjiagang, Ningbo, Taizhou, Shengzhou, Yiwu, Pinghu, Wenzhou, Shaoxing, Lishui, Quzhou, Huainan, Anqing, Qidong, Changshu, Zhenjiang, Danyang, Zhengzhou, Foshan, Jiujiang, Dongguan, Meizhou, Chengdu, Xi’an, Heifei, Xishuangbanna, Huai’an, Ma’anshan, Tongzhou, Nantong, Shenyang, Haerbin, Mudanjiang, Qingdao, Jinan, Yantai, Lingyi, Qingzhou, Tianjin, Tai’an, Binzhou, Laiwu, Xiamen, Fuzhou, Zhangzhou, Quanzhou, Jinjiang, Jingjiang, Liuyang, Chibi respectively. According to the Group, the Properties are planned for mainly commercial use and small portion for industrial