Wumart Stores : NOTICE OF 2014 SECOND EXTRAORDINARY GENERAL MEETING

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北 京 物 美 商 業 集 團 股 份 有 限 公 司

WUMART STORES, INC.

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 01025)

NOTICE OF 2014 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2014 second extraordinary general meeting (the
''EGM'') of Wumart Stores, Inc. (the ''Company'') will be held at 11 : 00 a.m. on Monday, 1
September 2014 at the Board Meeting Room, 11th Floor, Wumart Commercial Building, 158-1
West 4th Ring North Road, Haidian District, Beijing, the PRC for the purpose of considering and, if thought fit, passing the following resolution:
AS ORDINARY RESOLUTION
1. To consider and approve the Resolution in relation to Application for Change of Status to
Foreign-invested Company Limited by Shares.
To consider and approve the change of status to foreign-invested company limited by shares pursuant to the Interim Regulations Concerning Certain Issues about the Establishment of Foreign-invested Companies Limited by Shares and upon approval by the authorities in charge of commerce, and authorize the board of directors to deal with related matters.
AS SPECIAL RESOLUTIONS
2. To consider and approve the amendments to Article 20 of the Articles of Association of the Company.
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The amended Article 20 will read as follows:
''Upon the Company is transformed into a joint-stock limited company, shares held by the promoters are as follows:

After the Company is transformed into a joint-stock limited company and upon the approval by the securities regulatory authority of the State Council, the Company issued
536,568,000 H shares, accounting for 41.67% of the issuable ordinary shares of the
Company.
The existing share capital structure of the Company is: 1,287,544,116 ordinary shares with par value of RMB1.00 each, including 750,976,116 shares held by domestic shareholders, accounting for 58.33% of the total share capital of the Company and
536,568,000 shares held by H shareholders, accounting for 41.67% of the total share
capital of the Company.''
3. To consider and approve the amendments to Article 23 of the Articles of Association of the Company.
The amended Article 23 will read as follows:
''The Company's registered share capital is RMB1,287,544,116.''
By Order of the Board
Wumart Stores, Inc. Dr. Meng Jin-xian Chairman
Beijing, the PRC
18 July 2014
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1. ELIGIBILITY FOR ATTENDING THE EGM
Holders of H Shares whose names appear on the register of members of the Company maintained by the Company's H share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, and holders of Domestic Shares whose names appear on the register of members of the Company at the close of business on Friday, 1 August 2014 shall be entitled to attend the EGM.
2. CLOSURE OF REGISTER OF MEMBERS
In order to determine the identity of the holders of H Shares who are entitled to attend and vote at the EGM, the H Share register of members of the Company will be closed during the period as set out below.
Book closure period of the
Company
from Saturday, 2 August 2014 to Monday, 1 September 2014 (both days inclusive)
Deadline for shareholders lodging share transfer
documents
4 : 30 p.m. on Friday, 1 August 2014
In order to be qualified for attending and voting at the EGM, holders of H Shares of the Company must lodge all share transfer documents (including the duly stamped instruments of transfer and the relevant share certificate(s)) to the H share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than the deadline as set out above.
3. PROXY
(1) Each shareholder who is entitled to attend and vote at the EGM may appoint one or more proxies in writing to attend and vote at the EGM on his/her behalf. Proxies need not be shareholders of the Company.
(2) A proxy shall be appointed by a shareholder by a written instrument signed by the appointor or his duly authorised attorney. In case of a corporation, the written instrument appointing a proxy must be affixed with the corporate seal of such appointing corporation or duly signed by its director or by its duly authorised attorney. If the written instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney, or other documents of authorisation must be notarised.
(3) To be valid, proxy forms, accompanied by notarised power of attorney or other documents of authorisation (if any), shall be lodged at (i) the Company's office address, for holders of Domestic Shares; and (ii) Computershare Hong Kong Investor Services Limited, the Company's H share registrar and transfer office in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for holders of H Shares, no later than 24 hours before the time appointed for convening of the EGM or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person at the meeting if he so desires.
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(4) If a shareholder appoints more than one proxy, such proxies shall only exercise their voting rights by a poll.
4. REGISTRATION PROCEDURES FOR ATTENDING THE EGM
(1) Shareholders or their proxies shall be required to present their identification documents when attending the EGM.
In case of a corporation, the legal representative of that shareholder or the person authorised by its board of Directors or other decision-making bodies shall be required to present a copy of the resolutions of the board of Directors or other decision-making bodies of corporate shareholders authorising such persons to attend the meeting.
(2) Shareholders who wish to attend the EGM should deliver the reply slip for the EGM to Computershare Hong Kong Investor Services Limited, the Company's H share registrar and transfer office, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in case of holders of H Shares) or to the Company's head office (in case of holders of Domestic Shares) on or before Friday, 1 August 2014.
(3) A shareholder may return the above reply slip in person, by post or by facsimile to the office of the Company or Computershare Hong Kong Investor Services Limited.
(4) Shareholders or proxies attending the EGM should state clearly, in respect of each resolution requiring a vote, whether they are voting for or against a resolution. Abstention from voting will not be regarded by the Company as having voting rights for the purpose of vote counts.
5. METHOD OF VOTING AT THE EGM
Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting shall be conducted by way of poll. Accordingly, the chairman of the EGM will demand a poll in relation to all the proposed resolutions at the EGM.
6. MISCELLANEOUS
(1) The EGM is expected to be held for less than half a day. Shareholders attending the EGM are reminded that any expenses in transportation, accommodation and meals will be incurred at their own cost.
(2) The address of Computershare Hong Kong Investor Services Limited, the Company's
H share registrar and transfer office in Hong Kong is as follows:
17M Floor, Hopewell Centre
183 Queen's Road East
Wanchai, Hong Kong
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(3) The address and the contact details of the Company's office are as follows:
11th Floor, Wumart Commercial Building
158-1 West 4th Ring North Road
Haidian District
Beijing, 100142 PRC
Tel: (+86) 10 88258862
Fax: (+86) 10 88258121
As at the date of this announcement, the Board of the Company comprises Madam Xu Ying, Mr. Xu Shao-chuan and Dr. Yu Jian-bo as executive Directors, Dr. Meng Jin-xian as non-executive Directors, and Mr. Li Lu-an, Mr. Lu Jiang and Mr. Wang Jun-yan as independent non-executive Directors.
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