Sun Art Retail Group Limited - TodayIR.com

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