Sun Art Retail Group Limited - TodayIR.com

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REPORT OF DIRECTORS Notes: (1) The letter “L” denotes the person’s long position in the shares. (2) Groupe Auchan S.A. is a company incorporated in France and comprises various companies controlled by the Mulliez Family through which they conduct or pursue their various business interests in hypermarkets operations, supermarkets operations, real estate development, banking and e-commerce. Groupe Auchan S.A. is the holding company of Groupe Auchan, one of our two ultimate controlling shareholders. Groupe Auchan S.A. has adopted various share incentive plans pursuant to which share-based awards are granted to eligible directors and employees of Groupe Auchan S.A. and its subsidiaries. These share incentive plans include the following: (i) Stock Option Plan (2009-2013) relating to the grant of options to subscribe for shares in Groupe Auchan S.A. with a four year vesting period; (ii) Stock Option Plan (2010-2014) relating to the grant of options to subscribe for shares in Groupe Auchan S.A. with a four year vesting period; (iii) Stock Option Plan (2011-2015) relating to the grant of shares in Groupe Auchan S.A. with a four year vesting period; (iv) Free Shares Plan (2010-2014) relating to the grant of shares in Groupe Auchan S.A. with a four year vesting period; and (v) Stock Option Plan (2016) relating to the grant of options to subscribe for shares in Groupe Auchan S.A. with a vesting period from 30 August 2016 to 30 September 2016. Note: With effect from 9 May 2012, the only class of shares issued by Group Auchan S.A. is ordinary shares, the restricted shares and Class S shares were converted to ordinary shares on 9 May 2012. (3) This represents 4,734 shares in Groupe Auchan S.A. granted pursuant to the Groupe Auchan S.A. Free Shares Plan (2010-2014). (4) (i) Huang Ming-Tuan holds 15,559,258 shares. (ii) Lee Chih-Lan is the spouse of Huang Ming-Tuan and holds 1,551,238 shares. Accordingly, Huang Ming- Tuan is deemed to be interested in all of the shares held by Lee Chih-Lan. (iii) Huang Ming-Tuan is the legal and beneficial owner of the entire issued share capital of Victor Spring Ltd., a limited liability company incorporated in the British Virgin Islands. Accordingly, he is deemed to be interested in all of the 17,969,614 Shares held by Victor Spring Ltd. (iv) Huang Ming-Tuan is the legal and beneficial owner of 50% of the share capital of Unique Grand Trading Ltd., a limited liability company incorporated in the British Virgin Islands, and Lee Chih-Lan, the spouse of Huang Ming-Tuan holds the remaining 50%. Accordingly, he is deemed to be interested in all of the 81,753,964 Shares held by Unique Grand Trading Ltd. (5) This represents stock options in respect of 1,127 shares in Groupe Auchan S.A. granted pursuant to the Groupe Auchan S.A. Stock Option Plan (2010-2014). (6) This represents stock options in respect of 1,543 shares in Groupe Auchan S.A. granted pursuant to the Groupe Auchan S.A. Stock Option Plan (2011-2015). Sun Art Retail Group Limited Annual Report 2012 27
REPORT OF DIRECTORS (7) This represents 6,783 shares in Groupe Auchan S.A. granted pursuant to the Groupe Auchan S.A. Free Shares Plan (2010-2014). (8) This represents stock options in respect of 1,498 shares in Groupe Auchan S.A. granted pursuant to the Groupe Auchan S.A. Stock Option Plan (2016). (9) This comprises 622 shares in Groupe Auchan S.A. (10) This represents stock options in respect of 894 shares in Groupe Auchan S.A. granted pursuant to the Groupe Auchan S.A. Stock Option Plan (2009-2013). (11) This represents stock options in respect of 563 shares in Groupe Auchan S.A. granted pursuant to the Groupe Auchan S.A. Stock Option Plan (2010-2014). (12) This represents 4,070 shares in Groupe Auchan S.A. granted pursuant to the Groupe Auchan S.A. Free Shares Plan (2010-2014). (13) This represents stock options in respect of 772 shares in Groupe Auchan S.A. granted pursuant to the Groupe Auchan S.A. Stock Option Plan (2011-2015). Save as disclosed above, so far as known to any Directors, as at 31 December 2012, none of the directors or chief executives of the Company or any of their associates had or was deemed to have any interest or short position in the shares, underlying shares and debentures of the Company and its associated corporations as defined in Part XV of the SFO, which were required to be recorded in the register required to be kept under section 352 of the SFO, or otherwise required to be notified by the Directors or chief executives to the Company and the Stock Exchange pursuant to the Model Code. Directors’ Rights to Acquire Shares or Debt Securities At no time during the year was the Company or any of its holding companies or its subsidiaries a party to any arrangements to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. Directors’ Interest in Competing Business During the year, none of the Directors of the Group had any interests in a business which competes, either directly, or indirectly, with the business of the Company or the Group. Share Option Scheme There is no share option scheme operated by the Company. Employee Trust Benefit Schemes The Group has in place an employee trust benefit scheme (“ETBS”) for the employees of the Group, including the directors and senior management, under each of the “Auchan” and “RT-Mart” banners of the Group. The ETBS of the Auchan banner (“Auchan Scheme”) and the ETBS of the RT-Mart banner (“RT-Mart Scheme”) are each implemented by way of a trust arrangement. The Auchan Scheme allows the employees of the Auchan Banner to share the success of ACI, a key operating subsidiary under the Auchan Banner while the RT-Mart Scheme allows the employees of the RT-Mart Banner to share the success of CIC, a key operating subsidiary under the RT-Mart Banner. 28 Sun Art Retail Group Limited Annual Report 2012
Page 1 and 2: Sun Art Retail Group Limited (Incor
Page 3 and 4: CORPORATE INFORMATION DIRECTORS Exe
Page 5 and 6: CHAIRMAN’S STATEMENT Dear Shareho
Page 7 and 8: CHIEF EXECUTIVE OFFICER’S STATEME
Page 9 and 10: MANAGEMENT DISCUSSION AND ANALYSIS
Page 19 and 20: PROFILES OF DIRECTORS AND SENIOR MA
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Page 23 and 24: REPORT OF DIRECTORS The directors o
Page 25 and 26: REPORT OF DIRECTORS Purchase, Sale
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Page 31 and 32: REPORT OF DIRECTORS Notes: (1) The
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Page 35 and 36: REPORT OF DIRECTORS Audit Committee
Page 37 and 38: RISK FACTORS • potential growth o
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Page 49 and 50: REPORT OF CORPORATE GOVERNANCE COMM
Page 51 and 52: Independent Auditor’s Report Opin
Page 53 and 54: CONSOLIDATED STATEMENT OF FINANCIAL
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FINANCIAL SUMMARY A summary of the
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