WUMART STORES INC Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company nor shall there be any sale, purchase or subscription for securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver. This announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
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)This announcement is made by Wumart Stores, Inc. (the 'Company') pursuant to Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
This announcement is also made by the Company pursuant Rule 10 of the Hong Kong Code on Takeovers and Mergers.
Reference is made to the announcement jointly published by the Company and the Offerors dated 20 October 2015 (the 'Joint Announcement') in relation to, among others, the voluntary conditional offer by Somerley Capital on behalf of the Offerors for all the issued H Shares (other than those already owned, controlled or agreed to be acquired by the Offerors and parties acting in concert with any of them) and voluntary conditional offer by Wumei Holdings for all the issued Domestic Shares (other than those already owned, controlled or agreed to be acquired by the Offerors and parties acting in concert with any of them). Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Joint Announcement.
* For identification purposes only
The controlling shareholder of the Company, Wumei Holdings, will announce its unaudited third quarterly results for the nine months ended 30 September 2015 through China Money (中國貨幣網，
www.chinamoney.com.cn) pursuant to the Rules for Information Disclosure on Debt Financing
Instruments of Non-financial Enterprises in the Inter-bank Bond Market 《(
銀行間債券市場非金融企
業債務融資工具信息披露規則》) and the terms of the medium term notes issued by Wumei
Holdings, which include the unaudited financial information of the Group for the nine months ended 30 September 2015 (the 'Financial Information'). In order to ensure that all the Shareholders have equal and timely access to the information of the Company, the Company hereby announces the following financial information: based on the management accounts of the Group which is prepared in accordance with Hong Kong Financial Reporting Standards (the same as the accounting policies adopted by the Company), (i) for the nine months ended 30 September 2015, the Group recorded a revenue of approximately RMB17,513,235,481.07, costs of sales of approximately RMB13,912,924,078.32, and total profits and other comprehensive income attributable to the owners of the Company of approximately RMB314,060,381.72; and (ii) as at 30 September 2015, the Group recorded total assets of approximately RMB12,902,943,569.34. The Financial Information is prepared by the management of the Company based on the internal unaudited consolidated management accounts of the Group for the nine months ended 30 September 2015, which have not been audited or reviewed by the Company's auditor and the audit committee of the Company.
Pursuant to Rule 10 of the Takeovers Code, the Financial Information constitutes a profit forecast and must be reported on by the Company's financial advisers and its accountants or auditors in accordance with note 1(c) to Rules 10.1 and 10.2 under the Takeovers Code, and their reports (the 'Profit Estimate Reports') must be lodged with the Executive as required under Rule 10.4 of the Takeovers Code. Taking into account (i) the practical difficulties in terms of the additional time required for the preparation of the Profit Estimate Reports by the Company's independent financial adviser and auditor; and (ii) the requirements of timely disclosures of the inside information under Rule 13.09 of the Listing Rules and Part XIVA of the Securities and Futures Ordinance, the Profit Estimate Reports have not been prepared as required under Rule 10 of the Takeovers Code. The Financial Information will be repeated in full and reported on in compliance with the requirements of the Takeovers Code and the Profit Estimate Reports will be included in the next document to be sent to the Shareholders.
Shareholders and potential investors should note that the Financial Information does not meet the standard required by Rule 10 of the Takeovers Code and has not been reported on in accordance with the Takeovers Code, and thus they are advised to exercise caution in placing reliance on the Financial Information in assessing the merits and demerits of the possible transactions as disclosed in the Joint Announcement and/or dealing in the securities of the Company.By Order of the Board Wumart Stores, Inc. Dr. Meng Jin-xian Chairman
Beijing, the PRC 30 October 2015
As at the date of this announcement, the Board comprises Madam Xu Ying, Mr. Xu Shao-chuan and Dr. Yu Jian-bo as executive Directors, Dr. Meng Jin-xian as non-executive Director, and Mr. Li Lu- an, Mr. Lu Jiang and Mr. Wang Jun-yan as independent non-executive Directors.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
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