Sun Art Retail Group Limited - TodayIR.com

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REPORT OF DIRECTORS Pursuant to Rule 14A.35(2) of the Listing Rules, we have set annual caps for the maximum amount of fees payable to Groupe Auchan of RMB38 million, RMB46 million and RMB59 million for the three years ending 31 December 2011, 2012 and 2013 respectively. During the year of 2012, the total fees paid by the Group to Groupe Auchan was RMB28 million. The Company’s auditor was engaged to report on the Group’s continuing connected transactions in accordance with Hong Kong Standard on Assurance Engagements HKSAE 3000 “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” and with reference to Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants. The auditors have issued their unqualified letter containing their findings and conclusions in respect of the continuing connected transactions disclosed by the Group in page 106 of the annual report in accordance with the Rule 14A.38 of the Listing Rules. A copy of the auditor’s letter has been provided by the Company to the Stock Exchange. The independent non-executive Directors have reviewed these transactions and confirmed that the continuing connected transactions have been entered into: (a) in the ordinary and usual course of business of the Group; (b) on normal commercial terms or on terms no less favorable to the Group than terms available to or from independent third parties; and (c) in accordance with the relevant agreements governing them on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole. The Company has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules. Directors’ Securities Transactions The Company has devised its own code of conduct regarding Directors’ dealing in the Company’s securities (the “Company Code”) on terms no less exacting than the Model Code. Specific enquiry has been made of all the Directors and the Directors have confirmed that they have complied with the Company Code and the Model Code throughout the year ended 31 December 2012. Corporate Governance The Company is committed to maintaining a high standard of corporate governance standards to safeguard the interests of shareholders and to enhance corporate value and accountability. Information on the corporate governance practices adopted by the Company is set out in the Corporate Governance Report in this annual report. Sun Art Retail Group Limited Annual Report 2012 33
REPORT OF DIRECTORS Audit Committee The Audit Committee has reviewed the accounting principles and policies adopted by the Group and also discussed auditing, internal controls and financial reporting matters, including the review of the consolidated financial statements for the year ended 31 December 2012 with the external auditors, KPMG and with management. Major Customers and Suppliers The nature of the Group’s activities are such that the percentage of sales or purchases attributable to the Group’s five largest customers or suppliers is significantly less than 10% of the total and the Directors do not consider any one customer or supplier to be influential to the Group. Auditors The consolidated financial statements for the year ended 31 December 2012 have been audited by KPMG, who will retire and, being eligible, offer themselves for re-appointment at the forthcoming AGM. A resolution for the re-appointment of KPMG as auditors of the Company will be proposed at the forthcoming AGM of the Company. Events after the Reporting Period Details of significant events occurring after the balance sheet date are set out in note 32 to the consolidated financial statements. By order of the Board Cheng Chuan-Tai Chairman 15 March 2013 34 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
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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 29 and 30: REPORT OF DIRECTORS (7) This repres
Page 31 and 32: REPORT OF DIRECTORS Notes: (1) The
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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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