DEFINITIONS. has the meaning ascribed to it under the Listing Rules

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1 In this document, unless the context otherwise requires, the following expressions shall have the following meanings. Certain other terms are explained in section headed Glossary of Technical Terms to this document: GL56-13 (ii), (iii) Ao Zhong Trading Articles of Association or Articles associate(s) Board or our Board Business Day(s) BVI CAGR Foshan Shunde Ao Zhong Trading Limited ( ), a company established in the PRC on 5 May 2015, directly owned by Usmart Chain Supermarket and a wholly-owned subsidiary of our Company the articles of association of our Company adopted on 19 August 2015 which will take effect from the has the meaning ascribed to it under the Listing Rules the board of the Directors any day(s) (excluding Saturday(s) and Sunday(s)) in Hong Kong on which licensed banks in Hong Kong are open for banking business throughout their normal business hours the British Virgin Islands compound annual growth rate 13

2 CCFA China Chain Store and Franchise Association Chang Wan Long Foshan Shunde Chang Wan Long Composite Materials Company Limited ( ), a company established in the PRC on 5 March 2004, directly owned by Usmart Chain Supermarket and a wholly-owned subsidiary of our Company China Everbright Capital or Sole Sponsor China Everbright Capital Limited, a licensed corporation under the SFO permitted to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities (as defined under the SFO), being the sole sponsor of the Circular No. 37 the PRC Circular on Relevant Issues concerning Foreign Exchange Administration of Overseas Investment and Financing and Return Investment by Domestic Residents via Special Purpose Vehicles ( ) promulgated by SAFE on 4 July 2014 Circular No. 75 the PRC circular on Relevant Issues concerning Foreign Exchange Administration of Financing and Return Investments undertaken by Domestic Residents through Overseas Special Purpose Vehicles ( ) promulgated by SAFE on 21 October 2005, which was superseded by Circular No. 37 close associate(s) Companies Law Companies Ordinance has the meaning ascribed to it under the Listing Rules the Companies Law Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands Companies Ordinance (Chapter 622 of the Laws of Hong Kong) 14

3 HKEX-10 Companies (Winding Up and Miscellaneous Provisions) Ordinance Company or our Company connected person(s) connected transaction(s) Controlling Shareholders core connected person(s) CSRC Deed of Indemnity Deed of Non-Competition Director(s) and our Directors EIT Law the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) China Shun Ke Long Holdings Limited (formerly known as Prospect Luck Limited ), the holding company of our Group after the Reorganisation and the vehicle for the, which is an exempted company with limited liability incorporated on 18 March 2013 in the Cayman Islands has the meaning ascribed to it under the has the meaning ascribed to it under the has the meaning ascribed to it under the, and in the case of our Company upon, namely Mr. Lao, Golden Prime, Ever Prosperous and Shun Ao has the meaning ascribed to it under the China Securities Regulation Commission ( ) the deed of indemnity dated 19 August 2015 executed by our Controlling Shareholders (as indemnifiers) in favour of our Company (for itself and as trustee for each of its present subsidiaries), particulars of which are set out in the paragraph headed Estate duty, tax and other indemnities in Appendix V to this document the deed of non-competition dated 19 August 2015 executed by our Controlling Shareholders (as covenantors) and our Company, particulars of which are set out in the section headed Relationship with Controlling Shareholders Deed of Non-Competition to this document the director(s) of our Company the PRC Enterprise Income Tax Law ERP System enterprise resource planning system 15

4 Ever Prosperous Ever Prosperous Holdings Limited ( ) (formerly known as Fame Expert Limited), a company incorporated in the BVI on 10 June 2013 and is wholly-owned by Mr. Lao Foshan Shente Gaoyao Letong Gaoyao SKL Foshan Shunde Shente Trading Limited ( ), a company established in the PRC on 15 August 2003, and is an Independent Third Party Gaoyao Letong Trading Limited ( ), a company established in the PRC on 12 June 2014, directly owned by Shun Ke Long and a wholly-owned subsidiary of our Company Gaoyao Shun Ke Long Commercial Chain Limited ( ) (formerly known as Gaoyao Shun Ke Long Trading Company Limited ), a company established in the PRC on 14 November 2005, directly owned by Shun Ke Long and a wholly-owned subsidiary of our Company Golden Prime Golden Prime Holdings Limited ( ) (formerly known as Brisk Thrive Limited ( )), a company incorporated in the BVI on 21 May 2013, and as at the Latest Practicable Date owned by Mr. Lao as to approximately 34.6% and other 44 individuals with their respective shareholdings ranging from approximately 0.35% to 5.81% Golden Prime Investment Golden Prime Investment Holdings Limited ( ), a company established in the PRC on 25 December 2007 which is owned by Mr. Lao as to approximately % Group, we, our Group and us our Company and its subsidiaries or, where the context otherwise requires, in respect of the period prior to our Company becoming the holding company of its present subsidiaries, the present subsidiaries of our Company, some or any of them and the businesses carried on by such subsidiaries or (as the case may be) their predecessors 16

5 Guangzhou SKL Guangzhou Shun Ke Long Supermarket Limited ( ), a company established in the PRC on 9 October 2013, directly owned by Shun Ke Long as to 70.0% and Mr. Xie Yumian, an Independent Third Party, as to 30.0% Happy Team Happy Team Enterprises Limited ( ), a company incorporated in Hong Kong on 3 December 1997 and is an Independent Third Party HK SKL HK$ HKSCC HKSCC Nominees Hong Kong or HK Hong Kong Shun Ke Long International Limited ( ) (formerly known as Deals Achiever Limited), a company incorporated in Hong Kong on 11 June 2013, and is our wholly-owned subsidiary Hong Kong dollars, the lawful currency of Hong Kong Hong Kong Securities Clearing Company Limited HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC the Hong Kong Special Administrative Region of the PRC 17

6 Independent Third Party(ies) party(ies) which are independent of and not connected with any Director, chief executive or substantial shareholder of our Company or any of its subsidiaries or any of their respective associates as defined in the Listing Rules Jian Nong Jian Nong Holdings Limited ( ) (formerly known as Fair Grand Group Limited), a company incorporated in the BVI on 2 July 2013, and as at the Latest Practicable Date owned by Mr. Lao as to approximately % and other 316 individuals with their respective shareholdings ranging from approximately 0.004% to 1.372% 18

7 Jian Nong Co-op Foshan Shunde Lecong Jian Nong Vegetables and Fruit Co-operative ( ), a co-operative established in the PRC on 21 January 2011, which is owned by Mr. Lao as to approximately % Jincheng Commercial Trading Foshan Shunde Jincheng Commercial Trading Limited ( ), a company established in the PRC on 29 October 2014, directly owned by Junle Commercial and a wholly-owned subsidiary of our Company Junle Commercial Latest Practicable Date Lecong Group Lecong Supply and Marketing Group Foshan Shunde Junle Commercial Management Limited ( ), a company established in the PRC on 24 October 2014, directly owned by Chang Wan Long and a wholly-owned subsidiary of our Company 19 August 2015, being the latest practicable date prior to the printing of this document for ascertaining certain information in this document Lecong Supply and Marketing Group and its subsidiaries Foshan Shunde Lecong Supply and Marketing Group Limited ( ), a company established in the PRC and owned by Golden Prime Investment as to 56.81%, Xing Nong Co-op as to 29.36% and Jian Nong Co-op as to 13.83% 19

8 Macau Macau SKL Mingjian Trading MOFCOM MOP the Macau Special Administrative Region of the PRC Macao Son Hak Long International Company Limited (Macau Son Hak Long Internacional Sociedade Unipessoal Limitada ( )) (formerly known as Companhia De Internacional Son Hak Long Macau, Limitada ( )), a company established in Macau on 9 September 2013, directly owned by SKL International and a wholly-owned subsidiary of our Company Foshan Shunde Mingjian Trading Limited ( ), a company established in the PRC on 4 November 2014, directly owned by Shun Ke Long and a wholly-owned subsidiary of our Company the Ministry of Commerce of the PRC ( ) Macau Pataca, the lawful currency of Macau Mr. Lao Mr. Lao Songsheng ( ), our chairman, executive Director and Controlling Shareholder NDRC National Development and Reform Commission of the PRC ( ) O city our O2O flagship outlet in Foshan opened in 1 August for details, please refer to the section head Business Retail Outlet operation and sales O city to this document. OEM(s) original equipment manufacturer(s), which refers to a manufacturer that supplies a product to its customers who sell them in their own brands, or the operations of such manufacturer 20

9 Other Transferred Products edible oils, rice and sugar products as defined in the Catalogue of the Guidances of Foreign Investment Industries PBOC Pearl River Delta POS POS System PRC or China PRC Legal Advisers People s Bank of China ( ) the region comprising Guangzhou, Shenzhen, Zhuhai, Foshan, Dongguan, Zhongshan, Huizhou, Jiangmen and Zhaoqing, all of which are located in Guangdong province point of sale point of sale system the People s Republic of China which, for the purpose of this document only, excludes Hong Kong, Macau and Taiwan Jingtian & Gongcheng, a qualified PRC law firm, which is the PRC legal advisers to our Company for the application for the Province(s) or province(s) provinces, and unless the context requires otherwise, including provincial level autonomous region or provincial-level city under the direct supervision of the Central Government of the PRC Reorganisation the corporate reorganisation of our Group in preparation for the as described in the section headed History, development and Reorganisation Reorganisation to this document 21

10 Restricted Business Transfer the transfer of stocks and business relating to tobacco products and the Other Transferred Products and leasing certain area of our Retail Outlets to Foshan Shente pursuant to a series of asset transfer and rental agreements entered into by the parties in 2014, details of which are set out in the section headed Business Products portfolio Cessation of the sales of tobacco products and the transfer and buyback of Other Transferred Products to this document RMB or Renminbi SAFE SAIC SAT SFC SFO or Securities and Futures Ordinance Shares(s) Shareholder(s) Shun Ao Shun Ke Long SKL International sq.m. Renminbi, the lawful currency of the PRC the PRC State Administration of Foreign Exchange ( ) State Administration for Industry and Commence of the PRC ( ) State Administration of Taxation of the PRC ( ) the Securities and Futures Commission of Hong Kong the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) share(s) of HK$0.01 each in the share capital of our Company holder(s) of Share(s) Shun Ao Holdings Limited ( ), a company incorporated in the BVI on 28 October 2013 and is wholly-owned by Ever Prosperous Foshan Shun Ke Long Commercial Limited ( ) (formerly known as Foshan Shunde Lecong Supply and Marketing Group Shun Ke Long Shopping Mall Limited ), a company established in the PRC on 28 July 2003, directly owned by Jincheng Commercial Trading and a wholly-owned subsidiary of our Company Shun Ke Long International Limited ( ) (formerly known as Vibrant Hero Holdings Limited), a company established in BVI on 25 March 2013, directly wholly-owned by our Company square metre 22

11 Stock Exchange Subsidiary(ies) Substantial Shareholder(s) Track Record Period The Stock Exchange of Hong Kong Limited has the meaning ascribed to it under the has the meaning ascribed to it under the the years ended 31 December 2012, 2013 and 2014 and the four months ended 30 April 2015 Usmart Chain Supermarket US or United States US$ or U.S. dollars Usmart Chain Supermarket Company Limited (Companhia De Cadeia De Supermercado Usmart Lda. ( )), a company established in Macau on 1 July 2010 and owned by Macau SKL as to % and HK SKL as to 0.003% the United States of America United States dollars, the lawful currency of the US Xing Nong Xing Nong Co-op Xing Nong Holdings Limited ( ) (formerly known as Epoch Best Limited), a company incorporated in the BVI on 2 July 2013, and as at the Latest Practicable Date owned by Mr. Lao as to approximately 7.44% and other 396 individuals with their respective shareholdings ranging from approximately 0.002% to 1.655% Foshan Shunde Lecong Xing Nong Seafood Co-operative ( ), a co-operative established in the PRC on 30 January 2008, which is owned by Mr. Lao as to approximately 4.935% 23

12 Yubang Trading Zhuhai SKL Foshan Shunde Yubang Hang Trading Company Limited ( ) (formerly known as Foshan Shunde Lecong Supply and Marketing Group Yubang Hang Trading Company Limited ), a company established in the PRC on 9 December 2004, directly owned by Shun Ke Long and a wholly-owned subsidiary of our Company Zhuhai Shun Ke Long Commercial Limited ( ), a company established in the PRC on 19 September 2011, directly owned by Shun Ke Long and a wholly-owned subsidiary of our Company % per cent Certain amounts and percentage figures, included in this document have been subject to rounding adjustments. Accordingly figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them. For ease of reference, the names of the PRC established companies or entities have been included in this document in both Chinese and English. The name in Chinese is the official name of each such company or entity, while that in English is only an unofficial translation, and in the event of any inconsistency, the Chinese version shall prevail. 24

DEFINITIONS. In this document, unless the context otherwise requires, the following expressions have the following meanings: [REDACTED]

DEFINITIONS. In this document, unless the context otherwise requires, the following expressions have the following meanings: [REDACTED] In this document, unless the context otherwise requires, the following expressions have the following meanings: Articles or Articles of Association the amended and restated articles of association of our