alibaba investment limited intime international holdings limited intime retail

351 Pages·2017·1.42 MB·English

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
IfyouareindoubtastoanyaspectofthisSchemeDocument,theSchemeorastotheactiontobetaken,youshouldconsultalicensedsecurities
dealer orregisteredinstitutioninsecurities, abankmanager,solicitor, professionalaccountant, orotherprofessional advisor.
IfyouhavesoldortransferredallyoursharesinIntimeRetail (Group) CompanyLimited,youshouldatoncehandthisSchemeDocumentand
theaccompanyingformsofproxytothepurchaserorthetransfereeortothelicensedsecuritiesdealerorregisteredinstitutioninsecuritiesorother
agent throughwhom thesaleortransferwas effectedfor transmissiontothe purchaseror the transferee.
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company
LimitedtakenoresponsibilityforthecontentsofthisSchemeDocument,makenorepresentationastoitsaccuracyorcompleteness,and
expresslydisclaimanyliabilitywhatsoeverforanylosshowsoeverarisingfromorinrelianceuponthewholeoranypartofthecontentsof
thisSchemeDocument.
ALIBABA INVESTMENT INTIME INTERNATIONAL
LIMITED HOLDINGS LIMITED
(incorporated in British Virgin Islands (incorporated in the Cayman Islands
with limited liability) with limited liability)
INTIME RETAIL (GROUP) COMPANY LIMITED
銀泰商業（集團）有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1833)
(1) PROPOSED PRIVATISATION OF
INTIME RETAIL (GROUP) COMPANY LIMITED
BY THE JOINT OFFERORS
BY WAY OF A SCHEME OF ARRANGEMENT
(UNDER SECTION 86 OF THE COMPANIES LAW)
(2) PROPOSED WITHDRAWAL OF LISTING OF SHARES
(3) SPECIAL DEAL RELATING TO ROLLOVER ARRANGEMENT
Financial Adviser to the Joint Offerors
Independent Financial Adviser to the Independent Board Committee of the Company
SOMERLEY CAPITAL LIMITED
Unlessthecontextrequiresotherwise,capitalizedtermsusedinthisSchemeDocumentaredefinedunderthesectionheaded“Definitions”inPartI
ofthis SchemeDocument.
AletterfromtheBoardissetoutinPartIVofthisSchemeDocument.AletterfromtheIndependentBoardCommittee,containingitsadvicetothe
IndependentShareholdersandOptionholdersinconnectionwiththeProposal,theOptionOfferandtheRolloverArrangementissetoutinPartVof
thisSchemeDocument.AletterfromSomerley,beingtheIndependentFinancialAdvisertotheIndependentBoardCommittee,containingitsadvice
totheIndependentBoardCommitteeinconnectionwiththeProposal,theOptionOfferandtheRolloverArrangement,issetoutinPartVIofthis
SchemeDocument. AnExplanatoryMemorandumregarding theSchemeissetoutin PartVIIofthis SchemeDocument.
The actionstobe taken bythe Shareholdersand theOptionholdersare setoutin PartIIof this SchemeDocument.
NoticesconveningtheCourtMeetingtobeheldat3:00p.m.onMonday,8May2017andtheExtraordinaryGeneralMeetingtobeheldat4:00p.m.
onMonday,8May2017 (orinthecaseoftheExtraordinaryGeneralMeetingimmediatelyaftertheconclusionortheadjournmentoftheCourt
Meeting) are set out in Appendix V and Appendix VI to this Scheme Document respectively. Whether or not you are able to attend the Court
Meetingand/ortheExtraordinaryGeneralMeetingoranyadjournmentthereof,youarestronglyurgedtocompleteandsigntheenclosedpinkform
ofproxyinrespectoftheCourtMeetingandtheenclosedwhiteformofproxyinrespectoftheExtraordinaryGeneralMeeting,inaccordancewith
theinstructionsprintedthereon,andtolodgethemattheofficeoftheShareRegistrar,ComputershareHongKongInvestorServicesLimited,at17M
Floor,HopewellCentre,183Queen’sRoadEast,Wanchai,HongKongassoonaspossiblebutinanyeventnotlaterthantherespectivetimesand
datesasstatedunderPartII–ActionstobetakenofthisSchemeDocument.Ifthepinkformofproxyisnotsolodged,itmayalsobehandedtothe
Chairman ofthe CourtMeeting attheCourt Meetingwhoshall haveabsolutediscretionas towhetheror nottoacceptit.
ThisSchemeDocumentisissuedjointlybyAlibabaInvestmentLimited,IntimeInternationalHoldingsLimitedandIntimeRetail (Group) Company
Limited.
The English language texts of this Scheme Document, the Option Offer Letter and the Forms of Acceptance shall prevail over their
respectiveChinesetextsfor thepurposeofinterpretation.
31 March2017
TABLE OF CONTENTS
NOTICE TO US INVESTORS
The Proposal is being made to cancel the securities of a Cayman Islands company by means of a
scheme of arrangement provided for under the Companies Law. The financial information included in this
Scheme Document (if any) has been prepared in accordance with Hong Kong Financial Reporting
Standards and thus may not be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted accounting principles in the United
States.
A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules of
the US Securities Exchange Act of 1934, as amended. Accordingly, the Proposal is subject to the disclosure
requirements and practices applicable in the Cayman Islands and Hong Kong to schemes of arrangement
which differ from the disclosure requirements of the US tender offer rules.
The receipt of cash pursuant to the Proposal by a US holder of Scheme Shares as consideration for
the cancellation of its Scheme Shares pursuant to the Scheme or by an Optionholder as consideration for the
cancellation of its Options may be a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other tax laws. Each holder of Scheme Shares or Share
Options is urged to consult his independent professional adviser immediately regarding the tax
consequences of the Proposal applicable to him.
It may be difficult for US holders of Scheme Shares and Share Options to enforce their rights and
claims arising out of the US federal securities laws, since the Joint Offerors and the Company are located in
a country other than the United States, and some or all of their officers and directors may be residents of a
country other than the United States. US holders of Scheme Shares or Share Options may not be able to sue
a non-US company or its officers or directors in a non-US court for violations of the US securities laws.
Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US
court’s judgement.
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TABLE OF CONTENTS
Page
PART I – DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
PART II – ACTIONS TO BE TAKEN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PART III – EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
PART IV – LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
PART V – LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . 29
PART VI – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER. . . . . . . . . 32
PART VII – EXPLANATORY MEMORANDUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
APPENDIX I – FINANCIAL INFORMATION OF THE COMPANY . . . . . . . . . . . . . I-1
APPENDIX II – PROPERTY VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . II-1
APPENDIX III – GENERAL INFORMATION ON THE COMPANY AND
THE JOINT OFFERORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-1
APPENDIX IV – SCHEME OF ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1
APPENDIX V – NOTICE OF COURT MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . V-1
APPENDIX VI – NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . VI-1
APPENDIX VII – FORM OF OPTION OFFER LETTER . . . . . . . . . . . . . . . . . . . . . . VII-1
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PART I DEFINITIONS
In this Scheme Document, the following expressions have the meanings set out below unless the
context requires otherwise:
“2016 Results Announcement” the announcement dated 22 March 2017 issued by the Company in
relation to the annual results of the Group for the financial year
ended 31 December 2016
“acting in concert” has the meaning ascribed to it in the Takeovers Code
“Alibaba Investment” Alibaba Investment Limited, one of the Joint Offerors
“Alibaba Group” Alibaba Group Holding Limited and its subsidiaries
“Announcement” the announcement dated 10 January 2017, issued jointly by Alibaba
Investment, Shen Offeror and the Company in relation to the
Proposal
“Announcement Date” 10 January 2017, being the date of the Announcement
“associates” has the meaning ascribed to it in the Takeovers Code
“Beneficial Owner” any beneficial owner of the Shares
“Board” the board of directors of the Company
“Business Day” a day (other than a Saturday) on which banks are generally open
for business in Hong Kong
“Cancellation Price” the cancellation price of HK$10.00 per Scheme Share payable in
cash by the Joint Offerors to the Scheme Shareholders pursuant to
the Scheme
“CCASS” the Central Clearing and Settlement System established and
operated by HKSCC
“CCASS Participant” a person admitted to participate in CCASS as a participant,
including an Investor Participant
“Chen Group” Mr. Chen and Honor Mind Holdings Limited, a company wholly
owned by Mr. Chen
“Chen Shares” those Shares in the Company held by the Chen Group
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PART I DEFINITIONS
“CICC” China International Capital Corporation Hong Kong Securities
Limited, the financial adviser to the Joint Offerors, and a wholly-
owned subsidiary of CICC Hong Kong. CICC is a licensed
corporation under the Securities and Futures Ordinance, licensed to
carry out Type 1 (dealing in securities), Type 2 (dealing in futures
contracts), Type 4 (advising on securities), Type 5 (advising on
futures contracts) and Type 6 (advising on corporate finance)
regulated activities under the Securities and Futures Ordinance
“CICC Hong Kong” China International Capital Corporation (Hong Kong) Limited, a
company incorporated in Hong Kong in April 1997 and a wholly
owned subsidiary of CICCL
“CICCL” China International Capital Corporation Limited, a joint stock
limited company incorporated in the People’s Republic of China
whose shares are listed on the Stock Exchange
“CISC” China Investment Securities Company Limited, a company which is
wholly-owned by CICCL as at the Latest Practicable Date
“Clawback Mechanism” has the meaning ascribed to it as set out in the section headed
“Consortium Agreement” under Part VII –Explanatory
Memorandum of this Scheme Document
“Companies Law” the Companies Law (2016 Revision) of the Cayman Islands
“Company” Intime Retail (Group) Company Limited (stock code: 1833), an
exempted company incorporated in the Cayman Islands with limited
liability whose shares are listed on the Main Board of the Stock
Exchange
“Conditions” the conditions to the implementation of the Proposal and the
Scheme as set out in the section headed “3. Conditions of the
Proposal and the Scheme” under Part VII – Explanatory
Memorandum of this Scheme Document
“Consortium Agreement” the consortium agreement dated 9 January 2017 among Alibaba
Investment and each member of the Shen Group in connection with
the Proposal
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PART I DEFINITIONS
“Court Meeting” a meeting of the holders of Scheme Shares convened at the
direction of the Grand Court at which the Scheme (with or without
modification) will be voted upon, which is to be held at 1/F,
Peacock Room to Stork Room, Mandarin Oriental, 5 Connaught
Road Central, Hong Kong at 3:00 p.m. on Monday, 8 May 2017,
notice of which is set out in Appendix V to this Scheme Document,
or any adjournment thereof
“Director(s)” the director(s) of the Company
“Effective Date” the date on which the Scheme, if approved and sanctioned by the
Grand Court, becomes effective in accordance with its terms and
Companies Law, being the date on which a copy of the order of the
Grand Court sanctioning the Scheme and confirming the reduction
of issued share capital of the Company resulting from the
cancellation of the Scheme Shares is delivered to the Registrar of
Companies in the Cayman Islands for registration pursuant to
section 86(3) of the Companies Law, and which is expected to be
Wednesday, 17 May 2017 (Cayman Islands time)
“EIT Law” PRC Enterprise Income Tax Law
“Executive” the Executive Director of the Corporate Finance Division of the
Securities and Futures Commission or any delegate thereof
“Explanatory Memorandum” the explanatory memorandum set out in Part VII of this Scheme
Document and issued in compliance with the Rules of the Grand
Court of the Cayman Islands 1995 (revised)
“Extraordinary General Meeting” the extraordinary general meeting of the Company to be held at
1/F, Peacock Room to Stork Room, Mandarin Oriental, 5
Connaught Road Central, Hong Kong at 4:00 p.m. on Monday, 8
May 2017 (or immediately after the Court Meeting convened on
the same day and place shall have been concluded or adjourned),
notice of which is set out in Appendix VI to this Scheme
Document, or any adjournment thereof
“Form(s) of Acceptance” the form(s) of acceptance dispatched to Optionholders in
connection with the Option Offer
“Grand Court” the Grand Court of the Cayman Islands
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong
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PART I DEFINITIONS
“HKSCC” Hong Kong Securities Clearing Company Limited
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Independent Board Committee” the independent board committee of the Company, comprising Mr.
Xin Xiangdong, Mr. Chow Joseph, Mr. Chen Jiangxu and Mr. Hu
Yongmin, established by the Board to make a recommendation to
the Independent Shareholders and the Optionholders in respect of
the Proposal, the Option Offer and the Rollover Arrangement
“Independent Financial Adviser” or Somerley Capital Limited, the independent financial adviser to the
“Somerley” Independent Board Committee in connection with the Proposal, the
Scheme, the Option Offer and the Rollover Arrangement. Somerley
is a licensed corporation under the Securities and Futures
Ordinance, licensed to carry out Type 1 (dealing in securities)
and Type 6 (advising on corporate finance) regulated activities
under the Securities and Futures Ordinance
“Independent Shareholder(s)” Shareholder(s) other than the Joint Offerors, the Joint Offerors
Concert Parties and Chen Group. For the avoidance of doubt,
Independent Shareholders include any member of the CICC group
acting in its capacity as a Registered Owner held on behalf of a
Beneficial Owner where the Beneficial Owner (i) controls the
voting rights attaching to those Shares; (ii) if Shares are voted,
gives instructions as to how those Shares are to be voted; and (iii)
is not a Joint Offeror, a Joint Offerors Concert Party or a member
of the Chen Group
“Investor Participant” a person admitted to participate in CCASS as an investor
participant
“Joint Offerors” Alibaba Investment and Shen Offeror
“Joint Offerors Concert Parties” parties acting in concert or presumed to be acting in concert with
any of the Joint Offerors under the definition of “acting in concert”
under the Takeovers Code, including Alibaba Group, Shen Group,
CICC group, Mr. Joseph C. Tsai, and The Libra Capital Greater
China Fund Limited (but excluding the Joint Offerors)
“Last Trading Day” 23 December 2016, being the last trading day of the Shares prior to
the date of suspension of trading in the Shares on the Stock
Exchange pending the issuance of the Announcement
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PART I DEFINITIONS
“Latest Options Exercise Date” 2:30 p.m. on Tuesday, 9 May 2017, being the expected latest date
upon which holders must lodge notices of exercise (accompanied
by full payment of the exercise price) of their Share Options in
order for Optionholders to qualify for entitlements under the
Scheme
“Latest Practicable Date” Tuesday, 28 March 2017, being the latest practicable date for
ascertaining certain information contained in this Scheme
Document
“Listing Rules” Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited
“Long Stop Date” 31 August 2017
“Meeting Record Date” Friday, 28 April 2017, or such other date as shall have been
announced to the Shareholders, being the record date for the
purpose of determining the entitlement of holders of Scheme Shares
to attend and vote at the Court Meeting and the entitlement of
Shareholders to attend and vote at the Extraordinary General
Meeting
“Mr. Chen” Mr. Chen Xiaodong, the chief executive officer and the executive
Director of the Company
“Mr. Shen” Mr. Shen Guojun
“Offeror” one of the Joint Offerors
“Optionholders” holder(s) of the Share Options
“Option Offer” the offer to be made by or on behalf of the Joint Offerors to the
holders of the outstanding Share Options
“Option Offer Letter” the letter dated 31 March 2017 setting out the terms and conditions
of the Option Offer sent separately to the Optionholders and
substantially in the form set out in Appendix VII to this Scheme
Document
“Outstanding Share Option(s)” the outstanding, vested and unvested, share option(s) granted under
the Share Option Scheme from time to time
“PRC” the People’s Republic of China, but for the purpose of this Scheme
Document, excluding Hong Kong, the Macao Special
Administrative Region of the PRC and Taiwan
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PART I DEFINITIONS
“Proposal” the proposal for the privatisation of the Company by the Joint
Offerors by way of the Scheme and the Option Offer and the
restoration of the share capital of the Company to the amount
immediately before the cancellation of the Scheme Shares, and the
withdrawal of the listing of the Shares from the Stock Exchange, on
the terms and subject to the conditions set out in this Scheme
Document
“Ratio” has the meaning ascribed to it in the section headed “5. Consortium
Agreement” under Part VII – Explanatory Memorandum of this
Scheme Document
“Registered Owner” any owner of Shares (including without limitation a nominee,
trustee, depositary or any other authorized custodian or third party)
entered in the register of members of the Company
“Relevant Authorities” appropriate governments and/or governmental bodies, regulatory
bodies, courts or institutions
“Restricted Business” the business of retail trade in merchandise (including but not
limited to department stores, shopping malls and supermarkets) or
as an owner of any property (including land use right and building)
that is used for such business or as an operator of such business
“RMB” Renminbi, the lawful currency of the PRC
“Rollover Agreement” the rollover agreement entered into between Alibaba Investment,
Shen Offeror and each member of the Chen Group on 9 January
2017, details of which are set out in the section headed “4. Rollover
Arrangement” under Part VII – Explanatory Memorandum of this
Scheme Document
“Rollover Arrangement” the arrangement between the Joint Offerors and Chen Group under
the Rollover Agreement as described in the section headed “4.
Rollover Arrangement” under Part VII – Explanatory Memorandum
of this Scheme Document
“Scheme” the scheme of arrangement under Section 86 of the Companies Law
set out in Appendix IV – Scheme of Arrangement to this Scheme
Document (subject to any modifications or additions or conditions
as may be approved or imposed by the Grand Court and agreed to
by the Joint Offerors), involving, among other matters, the
cancellation of all the Scheme Shares and the restoration of the
share capital of the Company to the amount immediately before
cancellation of the Scheme Shares
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PART I DEFINITIONS
“Scheme Document” this composite document, including each of the letters, statements,
appendices and notices in it
“Scheme Record Date” Wednesday, 17 May 2017, or such other time and date as shall have
been announced to the Shareholders, being the record date for the
purpose of determining the entitlements of the Scheme
Shareholders to the Cancellation Price under the Scheme
“Scheme Share(s)” Share(s) other than those directly or indirectly held by the Joint
Offerors, the Joint Offerors Concert Parties (other than Mr. Joseph
C. Tsai, The Libra Capital Greater China Fund Limited and CICC
group) and Chen Group
“Scheme Shareholder(s)” holder(s) of Scheme Shares as at the Scheme Record Date
“Securities and Futures Securities and Futures Commission of Hong Kong
Commission”
“Securities and Futures Ordinance” the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong)
“Share(s)” ordinary share(s) of US$0.00001 each in the share capital of the
Company
“Shareholder(s)” registered holder(s) of Shares
“Share Options” the share option(s) granted by the Company under the Share
Option Scheme from time to time
“Share Option Offer Price” the amount by which the Cancellation Price exceeds the relevant
exercise price of that Share Option (or, where the relevant exercise
price exceeds the Cancellation Price, a nominal amount of HK$0.05
per 500 Share Options), payable in cash by the Joint Offerors to the
holder of that Share Option on the terms and subject to the
conditions of the Option Offer
“Share Option Record Date” Wednesday, 17 May 2017, or such other time and date as shall have
been announced to the Shareholders and the Optionholders, being
the record date for the purpose of determining the entitlements of
the holders of unvested Share Options, or vested Share Options in
respect of which the underlying Shares have not been registered in
the name of the relevant holder, to the Option Offer
“Share Option Scheme” the share option scheme of the Company approved by the
Shareholders on 24 February 2007, and which was expired on 19
March 2017
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