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物美控股集團有限公司 Wumei Holdings, Inc. and Its Subsidiary

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物美控股集團有限公司 Wumei Holdings, Inc. and Its Subsidiary THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Composite Document should be read in conjunction with the accompanying Form of Acceptance, the provisions of which form part of the terms of the H Share Offer contained herein. If you are in doubt as to any aspect of this Composite Document or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in 北京物美商業集團股份有限公司 (Wumart Stores, Inc.*), you should at once hand this Composite Document together with the accompanying Form of Acceptance to the purchaser(s) or transferee(s) or to the bank or licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Composite Document and the accompanying Form of Acceptance, make no representation as to their 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 Composite Document and the accompanying Form of Acceptance. These materials are not an offer for sale of the Shares in the United States. The Shares have not been registered under the U.S. Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an exemption from registration under the Securities Act. 物美控股集團有限公司 Wumei Holdings, Inc.* (a company incorporated in the People’s Republic of China) 北京物美商業集團股份有限公司 WUMART STORES, INC.* and its subsidiary (a joint stock limited company incorporated in the Wumart Stores (HK) Limited People’s Republic of China) (a company incorporated in Hong Kong) (Stock code: 01025) COMPOSITE OFFER AND RESPONSE DOCUMENT PROPOSED WITHDRAWAL OF LISTING OF THE H SHARES OF WUMART STORES, INC. VOLUNTARY CONDITIONAL OFFER BY SOMERLEY CAPITAL LIMITED ON BEHALF OF WUMEI HOLDINGS, INC. AND ITS SUBSIDIARY WUMART STORES (HK) LIMITED FOR ALL THE ISSUED H SHARES IN WUMART STORES, INC. (OTHER THAN THOSE ALREADY OWNED, CONTROLLED OR AGREED TO BE ACQUIRED BY THE OFFERORS AND PARTIES ACTING IN CONCERT WITH ANY OF THEM) VOLUNTARY CONDITIONAL OFFER BY WUMEI HOLDINGS, INC. FOR ALL THE ISSUED DOMESTIC SHARES IN WUMART STORES, INC. (OTHER THAN THOSE ALREADY OWNED, CONTROLLED OR AGREED TO BE ACQUIRED BY THE OFFERORS AND PARTIES ACTING IN CONCERT WITH ANY OF THEM) Independent Financial Adviser to the Financial Adviser to the Offerors Independent Board Committee Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” in this Composite Document. A letter from the Offerors is set out on pages 9 to 14 of this Composite Document. A letter from Somerley Capital, containing amongst other things, the terms of the Offers, is set out on pages 15 to 24 of this Composite Document. A letter from the Board is set out on pages 25 to 33 of this Composite Document. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders in respect of the Offers and the Delisting is set out on pages 34 to 35 of this Composite Document. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee in respect of the Offers and the Delisting is set out on pages 36 to 64 of this Composite Document. The procedures for acceptance and settlement of the H Share Offer are set out in Appendix I to this Composite Document and in the accompanying Form of Acceptance. Form of Acceptance of the H Share Offer contained herein should be received by the Registrar by no later than 4:00 p.m. on Thursday, 21 January 2016 or such later time or date as the Offerors may determine and announce, with the consent of the Executive, in accordance with the Takeovers Code. The H Share Class Meeting, Domestic Share Class Meeting and the EGM convened to approve the voluntary withdrawal of the listing of the H Shares from the Stock Exchange, will be held at 10:30 a.m., 10:00 a.m. and 11:00 a.m., respectively, on Thursday, 24 December 2015. Notices of the H Share Class Meeting, the Domestic Share Class Meeting and the EGM are set out in Appendices VII, VIII and IX respectively. Proxy forms for use at the H Share Class Meeting, the Domestic Share Class Meeting and the EGM are enclosed with this Composite Document. Whether or not you are able to attend the H Share Class Meeting, the Domestic Share Class Meeting or the EGM (as the case may be), you are strongly urged to complete the accompanying proxy forms in accordance with the instructions printed thereon and return the proxy forms to the Registrar at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong (in case of H Shareholders) or the head office of the Company at 11th Floor, Wumart Commercial Building, 158-1 West 4th Ring North Road, Haidian District, Beijing, the PRC (in case of Domestic Shareholders) as soon as possible and in any event not later than 10:30 a.m. (in case of H Share Class Meeting), 10:00 a.m. (in case of Domestic Share Class Meeting) or 11:00 a.m. (in case of the EGM) on Wednesday, 23 December 2015, or not less than 24 hours before the time appointed for any adjournment of the H Share Class Meeting, the Domestic Share Class Meeting or the EGM (as the case may be) and return of the proxy form will not preclude you from attending and voting in person at the respective meeting or any adjourned meeting should you so wish. Reply slips for the H Share Class Meeting, the Domestic Share Class Meeting and the EGM are also enclosed. You are reminded to complete and sign the reply slip (if you are entitled to attend the H Share Class Meeting, the Domestic Share Class Meeting or the EGM (as the case may be)) and return the signed reply slip to the Registrar (in case of H Shareholders) and the Company (in case of Domestic Shareholders) on or before Thursday, 3 December 2015 in accordance with the instructions printed thereon. 9 November 2015 * for identification purposes only TABLE OF CONTENTS Page IMPORTANT NOTICE . ii DEFINITIONS . 1 EXPECTED TIMETABLE . 6 LETTER FROM THE OFFERORS . 9 LETTER FROM SOMERLEY CAPITAL . 15 LETTER FROM THE BOARD . 25 LETTER FROM THE INDEPENDENT BOARD COMMITTEE . 34 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . 36 APPENDIX I — FURTHER TERMS OF THE H SHARE OFFER . I-1 APPENDIX II — FINANCIAL INFORMATION OF THE COMPANY . II-1 APPENDIX III — REPORT FROM REPORTING ACCOUNTANTS ON UNAUDITED FINANCIAL INFORMATION OF THE GROUP . III-1 APPENDIX IV — REPORT FROM CHINA GALAXY ON UNAUDITED FINANCIAL INFORMATION OF THE GROUP . IV-1 APPENDIX V — PROPERTY VALUATION OF THE GROUP . V-1 APPENDIX VI — GENERAL INFORMATION . VI-1 APPENDIX VII — NOTICE OF THE H SHARE CLASS MEETING . VII-1 APPENDIX VIII — NOTICE OF THE DOMESTIC SHARE CLASS MEETING . VIII-1 APPENDIX IX — NOTICE OF THE EGM . IX-1 - i - IMPORTANT NOTICE Notice to the holders of H Shares in the United States The H Share Offer is subject to Hong Kong disclosure and procedural requirements, including with respect to offer timetable, settlement procedures, timing of payments and withdrawal rights, which are different from those applicable to tender offers carried out in the United States. In the absence of a relevant exemption under the laws of the United States, the H Share Offer may not be available to persons who are in the United States. Even where an exemption is available, persons in the United States are urged, before accepting the H Share Offer, to consult their own professional advisers regarding the tax consequences of acceptance of the H Share Offer, whether in relation to United States federal income tax or taxes under applicable state and local tax laws, or foreign tax laws. The financial information of the Company has been extracted from the audited financial statements of the Company for the three years ended 31 December 2012, 2013 and 2014, the unaudited financial statements of the six months ended 30 June 2014 and 2015 and the announcement of the Company dated 30 October 2015, which have been prepared in accordance with the Hong Kong Financial Reporting Standards, which may not be wholly comparable to financial information of United States companies or companies whose financial statements are solely prepared in accordance with generally accepted accounting principles in the United States. The Company is incorporated under the laws of the People’s Republic of China. It may be difficult for holders of H Shares in the United States to enforce their rights and claims arising out of United States federal securities laws, since the Company is located in a country other than the United States, some or all of its officers and directors may be residents of a country other than the United States and the assets of the Company may be located outside the United States. Holders of H Shares in the United States may not be able to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. It may be difficult for such holders of H Shares to effect service of process within the United States upon the Company or its officers or directors or to enforce against them any judgment of a United States court predicated upon the federal or state securities laws of the United States.
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