According to the report from Zhitong Finance APP, SUNART RETAIL (06808) and the offeror Paragon Shine Limited jointly announced that on December 31, 2024, the offeror will enter into a sales agreement with the seller (Alibaba's subsidiary Jixin Holdings Limited and Taobao China Holdings Limited, New Retail Strategic Opportunities Investments 1 Limited) to conditionally sell 7.508 billion shares (the shares for sale, accounting for about 78.70% of the shares issued as of the date of this joint announcement) for a total price of HKD 10.361 billion.

After the delivery of the sales agreement, the offeror will make a mandatory cash offer for all issued shares (excluding those already owned by the offeror or its concert parties or agreed to be acquired by the acquirers) in accordance with Rule 26.1 of the Takeovers Code. According to Rule 13 of the Takeovers Code, the offeror will also make an offer to the warrant holders to cancel all unexercised warrants.

The offer price per share is HKD 1.58, which is the maximum consideration payable under the partial deferred settlement alternative (assuming that variable interest is paid at the maximum variable interest), approximately 14.13% lower than the closing price per share of HKD 1.84 on the Stock Exchange on the unaffected date; the offer price per share is HKD 1.38, which is the price for the fully prepaid alternative, approximately 25.00% lower than the closing price per share of HKD 1.84 on the Stock Exchange on the unaffected date.

If the offeror acquires no less than 90% of the offer shares and no less than 90% of the independent shares within (but not exceeding) the validity period of the mandatory acquisition, the offeror intends to exercise the compulsory acquisition rights that it is entitled to under Rule 2.11 of the Takeovers Code and the Companies Ordinance to compulsorily acquire all such shares not yet acquired under the share offer, thereby privatizing the company.

The offeror is a company registered and incorporated in the Cayman Islands as an exempted company. It is indirectly 100% owned by the fund DCP Capital Partners II, L.P. under DCP Capital, with total funding commitments of approximately USD 2.6 billion. The general partner of DCP Capital Partners II, L.P. is DCP General Partner II, Ltd. DCP Capital Partners II, L.P. is a diversified fund with about 60 limited partners, with no single limited partner holding more than 15% of the limited partnership interests.