AEON Stores Hong Kong : Circulars (406 KB/PDF) Continuing connected transaction under the Master Purchase Agreements

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If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.‌‌‌‌‌

If you have sold or transferred all your Shares in AEON Stores (Hong Kong) Co., Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

AEON STORES (HONG KONG) CO., LIMITED

永 旺（ 香 港 ）百 貨 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 984)

CONTINUING CONNECTED TRANSACTIONS

UNDER THE MASTER PURCHASE AGREEMENTS

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

SOMERLEY CAPITAL LIMITED

A letter from the Board is set out on pages 4 to 18 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 19 to 20 of this circular. A letter from Somerley, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 21 to 36 of this circular.

A notice convening the EGM of AEON Stores (Hong Kong) Co., Limited to be held at President Suite, World Trade Centre Club Hong Kong, 38/F., World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on 21 June 2016 at 10 : 00 a.m. is set out on pages 41 to 43 of this circular. Whether or not you are able to attend and vote at the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy as instructed will not preclude you from subsequently attending and voting at the EGM or any adjourned meeting if you so wish.

4 June 2016

Page

DEFINITIONS ... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

LETTER FROM THE BOARD . ....... ....... ........ ....... ........ ....... ....... 4

Introduction . ....... ........ ....... ....... ........ ....... ........ ....... ....... 4

Continuing Connected Transactions under the Master Purchase Agreements . . 6

Annual Caps 11

Reasons for and Benefits of the Continuing Connected Transactions 13

Implications of the Listing Rules 16

General Information 16

EGM 17

Recommendation 17

Further Information 17

LETTER FROM THE INDEPENDENT BOARD COMMITTEE 19

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER 21

APPENDIX - GENERAL INFORMATION 37

NOTICE OF EXTRAORDINARY GENERAL MEETING 41

In this circular, unless the context otherwise requires, the following expressions have the following meaning:

''AEON Co'' AEON Co., Ltd, a company incorporated in Japan with limited liability and the issued shares of which are listed on the Tokyo Stock Exchange (Stock Code: 8267), beneficially owned approximately 71.64% of the issued share capital of the Company as at the Latest Practicable Date

''AEON GD'' 廣東永旺天河城商業有限公司 (Guangdong AEON Teem Stores Co., Ltd.), a company incorporated in the PRC and owned as to 65% by the Company

''Aggregate Annual Caps''

the maximum aggregate annual amount payable by the Company pursuant to the Master Purchase Agreements for each of the three years ending 31 December 2018

''ASC'' 永旺華南商業有限公司 (AEON South China Co., Ltd.), a

company incorporated in the PRC and a wholly-owned subsidiary of the Company

''associates'' has the same meaning ascribed to it under the Listing Rules ''Board'' the board of Directors of the Company

''Company'' AEON Stores (Hong Kong) Co., Limited, a company incorporated in Hong Kong with limited liability and the issued shares of which are listed on the Stock Exchange

''connected person'' has the meaning ascribed thereto under the Listing Rules

''continuing connected transactions''

has the meaning ascribed thereto under the Listing Rules

''controlling

shareholder''

has the meaning ascribed thereto under the Listing Rules

''COX'' 芙嘉（上海）商貿有限公司, a company incorporated in the PRC

and a subsidiary of AEON Co

''COX Master Purchase Agreement''

the master purchase agreement entered into between the Company and COX on 5 May 2016

''Directors'' the directors of the Company

''EGM'' the extraordinary general meeting of the Company to be held at President Suite, World Trade Centre Club Hong Kong, 38/F., World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on 21 June 2016 at 10 : 00 a.m., or any adjournment thereof, the notice of which is set out on pages 41 to 43 of this circular

''G Foot'' 新腳步（北京）商貿有限公司, a company incorporated in the PRC and a subsidiary of AEON Co

''G Foot Master

Purchase Agreement''

the master purchase agreement entered into between the Company and G Foot on 5 May 2016

''Group'' the Company and its subsidiaries

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong ''Hong Kong'' Hong Kong Special Administrative Region of the PRC

''Independent Board Committee''

the independent board committee of the Company comprising all independent non-executive Directors, namely Ms. Cheng Yin Ching, Anna, Ms. Chan Yi Jen Candi Anna, Ms. Lo Miu Sheung, Betty and Mr. Chow Chi Tong

''Independent Financial Adviser'' or ''Somerley''

Somerley Capital Limited, a licensed corporation to carry out Type 1 (Dealing in Securities) and Type 6 (Advising on Corporate Finance) regulated activities under the SFO, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the transactions contemplated under the Master Purchase Agreements and the Aggregate Annual Caps

''Independent

Shareholders''

Shareholders other than AEON Co and its associates

''Latest Practicable Date''

31 May 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange

''Master Purchase Agreements''

the TopV Master Purchase Agreement, the COX Master Purchase Agreement and the G Foot Master Purchase Agreement, each a ''Master Purchase Agreement''

''Merchandise Providers''

TopV China, TopV Hong Kong, COX and G Foot, each a subsidiary of AEON Co