HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
OVERVIEW
As part of the Reorganization, our Company was incorporated as an exempted company
with limited liability in the Cayman Islands on July 24, 2019 as the holding company of our
current business, which were conducted primarily under two highly-acclaimed brands, Wumart
(物美) and Metro (麥德龍), with strategically differentiated positioning in the fresh food and
FMCG industry value chain.
History of Wumart Stores Business
The history of our Wumart Stores business can be traced back to October 1994, when Dr.
Zhang founded Wumei Group and opened the first supermarket under the brand of Wumart (物
美) in Beijing. Dr. Zhang, who is also our Chairman, an executive Director and our Controlling
Shareholder, has been responsible for the overall development and strategic direction of our
Group. See section headed “Directors and Senior Management” in this document for
information on the background and experience of our founder Dr. Zhang.
In 2000, Wumei Group incorporated Wumart Stores, Inc. (北京物美商業集團股份有限公
司) under the laws of the PRC and transferred its supermarket business to Wumart Stores, Inc.
in 2001. As a consequence of this, Wumart Stores, Inc. became the major operating entity for
the supermarket business under the brand of Wumart (物美). In September 2002, Wumart
Stores, Inc. was converted into a joint stock limited company and the shares of which was listed
on the GEM Board of the Stock Exchange under the stock code 8277 in November 2003. The
listing of Wumart Stores, Inc. was transferred from GEM Board to the Main Board of the Stock
Exchange under the stock code of 1025 in June 2011. In order to enhance its flexibility to make
timely investment decisions, and to minimize the adverse effects on its shareholders’ return on
investment, Wumart Stores, Inc. withdrew its listing of H Shares from the Main Board of Stock
Exchange in January 2016 by way of voluntary conditional offer by its controlling shareholder
Wumei Group for all its issued H shares at a price of HK$6.22 each and domestic shares at a
price of RMB5.07 (equivalent of the H Share offer price in RMB), representing a premium of
approximately 90.21% of the closing price as quoted on the Stock Exchange on the last trading
date of the H shares. The total consideration were HK$3,328.6 million and RMB222.4 million,
respectively. Such consideration was determined based on the then valuation and financial
performance of Wumart Stores, Inc. and its subsidiaries.
Starting from 2017, Wumart Stores, Inc. transferred all its supermarket business to
Wumart Supermarket. Since then, the supermarket business under the brand of Wumart (物美)
has been principally conducted via Wumart Supermarket and its subsidiaries. We underwent a
corporate reorganization (the “Reorganization”) in May 2019, pursuant to which we acquired
Wumart Supermarket. See “– Reorganization” in this section for further details of our
Reorganization.
– 116 –THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Upon completion of the Reorganization, our Company, through the Wumart Stores, serves
consumers with a wide-ranging merchandise portfolio primarily under three assortments,
namely fresh foods, groceries and general merchandise.
History of Metro Stores Business
To offer differentiated and value-for-money imported merchandise to satisfy customers’
ever-growing demand, as well as to leverage Metro’s expertise in food safety, quality control
and supply chain management, aiming to fulfill the synergistic integration of Wumart’s and
Metro China’s resources and apply the customer-centric digitalization of our business to
the Metro Stores, we acquired 80% of the equity interests in Metro China from Metro AG in
April 2020 (the “Metro China Acquisition”). See “– Major Acquisition” in this section for
further details of the Metro China Acquisition.
Metro AG, a company incorporated under the laws of Germany, has been engaged in retail
business through its stores under the brand of Metro (麥德龍) in China since 1996. Through the
Metro China Acquisition, we acquired Metro Stores from Metro AG and its subsidiaries. Upon
completion of the Metro China Acquisition, we, in additional to our Wumart Stores business,
also serve UMC+ consumers and business customers with a broad and differentiated selection
of value-for-money merchandises under the brand of Metro (麥德龍) in China.
OUR MILESTONES
The following is a summary of our Group’s key business development milestones:
Year Event
1994 The first Store under the brand of Wumart (物美) in Beijing was opened,
which was also the first modern store equipped with a POS machine in
China
2001 The first Store under the brand of Wumart (物美) in Eastern China Region
was opened
2005 The first Store under the brand of Wumart (物美) in Tianjin was opened
2006 We acquired the business under the brand of Merry Mart through
acquisition of majority interests in Beijing MerryMart Chainstores
Development Co., Ltd. (北京美廉美連鎖商業有限公司)
2010 The first Store under the brand of Wumart (物美) in Hebei province was
opened
2015 We started to offer online and offline integrated platforms for our
customers under the brand of Wumart (物美)
2020 We completed the Metro China Acquisition
The retail sales generated by APP Users accounted for over 70% of the
total retail sales of Wumart in 2020
– 117 –THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
OUR MAJOR SUBSIDIARIES
As of the Latest Practicable Date, the following subsidiaries serve as significant holding
entities or principally account for the results, assets, liabilities or businesses of the Group and
engaged in the operation and management of our Stores in different regions or under different
brands of the PRC:
1. Wumart Supermarket
Wumart Supermarket was incorporated as a limited liability company in the PRC under
the name of Beijing Wumart Xingshang Commercial Co., Ltd. (北京物美興商商業有限公司)
on October 22, 2001. It was renamed as to “Beijing Wumart Supermarket Co., Ltd. (北京物美
綜合超市有限公司)” on February 23, 2004. Wumart Supermarket has been the holding
company of our Wumart stores business under the brand of Wumart (物美) since 2016.
2. Beijing Wumei Supermarket Co., Ltd. (北京物美超市有限公司)
Beijing Wumei Supermarket Co., Ltd. was incorporated as a limited liability company in
the PRC on April 15, 2015. Beijing Wumei Supermarket Co., Ltd. was primarily engaged in the
operation and management of certain our Stores under the brand of Wumart (物美) in Beijing.
3. Beijing Wumart Circulation Technology Co., Ltd. (北京物美流通技術有限公司)
Beijing Wumart Circulation Technology Co., Ltd. was incorporated as a limited liability
company in the PRC on July 13, 2005. Beijing Wumart Circulation Technology Co., Ltd. is
primarily engaged in the operation and management of certain our Stores under the brand of
Wumart (物美) in Beijing.
4. Beijing Wumart Hypermarket Commercial Management Co., Ltd. (北京物美大賣場
商業管理有限公司)
Beijing Wumart Hypermarket Commercial Management Co., Ltd. was incorporated as a
limited liability company in the PRC on August 5, 2004. Beijing Wumart Hypermarket
Commercial Management Co., Ltd. is primarily engaged in the operation and management of
certain our Stores under the brand of Wumart (物美) in Beijing.
5. Tianjin Wumart Future Commercial Development Co., Ltd. (天津物美未來商貿發展
有限公司)
Tianjin Wumart Future Commercial Development Co., Ltd. was incorporated as a limited
liability company in the PRC on February 22, 2004. Tianjin Wumart Future Commercial
Development Co., Ltd. is primarily engaged in the operation and management of certain our
Stores under the brand of Wumart (物美) in Tianjin, the PRC.
– 118 –THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
6. Beijing Wumart Lifestyle Supermarket Co., Ltd. (北京物美生活超市有限公司)
Beijing Wumart Lifestyle Supermarket Co., Ltd. was incorporated as a limited liability
company in the PRC on December 20, 2010. Beijing Wumart Lifestyle Supermarket Co., Ltd.
is primarily engaged in the operation and management of certain our Stores under the brand of
Wumart (物美) in Beijing.
7. Metro Commerce
Metro Commerce was incorporated as a sino-foreign contractual joint venture in the PRC
on July 25, 1995 under the name of Metro Jinjiang Shopping Centre Company Ltd., Shanghai
(上海錦江麥德龍購物中心有限公司) and became our subsidiary on April 23, 2020 (renamed as
Metro Commerce Group Co., Ltd (“Metro Commerce”)) after the completion of the Metro
China Acquisition. Metro Commerce is primarily engaged in the operation and management of
most of our Stores under the brand of Metro (麥德龍) in the PRC.
MAJOR ACQUISITION – THE METRO CHINA ACQUISITION
From October 2019 to April 2020, we, through our subsidiary WM Holding (HK) Limited
(“WM Holding HK”), acquired 100% equity interests in Metro China, including the MCCAP
Subsidiaries (as defined below), Star Farm (Shanghai) Consulting Co., Ltd. (麥諮達(上海)農業
信息諮詢有限公司) (“Star Farm”) and the MIB Subsidiaries (as defined below) from Metro
AG and their other respective shareholders for a consideration of RMB4,710,809,095 and
EUR1,593,419,934 in cash. Further to such acquisition and on its completion date, Metro AG
purchase 20% equity interests in WM Holding HK, totalling 5,013 shares, for a nominal value
of RMB1,996,698,330 (the “WM Holding HK Share Acquisition”). The considerations above
have been determined based on the property valuation of Metro China’s properties, where
applicable, as well as its historical financial performance, and were settled on April 23, 2020.
As agreed among the transaction parties, WM Holding HK made the actual payment of
RMB1,581,559,422 and EUR1,593,419,934 to Metro AG for the acquisition of Metro China,
which has been deducted by the nominal value of RMB1,996,698,330 for the WM Holding HK
Share Acquisition, and Metro AG would make no further cash payment to WM Holding HK.
Before the Metro China Acquisition, (1) MCCAP Holding GmbH (“MCCAP”) was the
holding company for part of Metro Group’s PRC stores. The MCCAP Subsidiaries include
Metro Commerce, previously named as METRO Jinjiang Cash & Carry Co., Ltd. (錦江麥德龍
現購自運有限公司), Shanghai Xinqing Property Management Co, Ltd. (“Shanghai Xinqing”)
(上海鑫晴物業管理有限公司) and Xinyan Property Management (Shanghai) Co., Ltd.
(“Xinyan Property”) (鑫研物業管理(上海)有限公司); and (2) METRO International
Beteiligungs GmbH & Co. KG (“MIB”) was the direct or indirect holding company for 40
Metro Group’s PRC subsidiaries (the “PRC MIB Subsidiaries”) and one Hong Kong
subsidiary, METRO Group Commerce Ltd. (together with the PRC MIB Subsidiaries, the
“MIB Subsidiaries”).
– 119 –THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
As a result of the steps of acquisitions stated above, the equity interests of Metro China
were ultimately held by us and Metro AG as to 80% and 20%, respectively, and Metro China
became our subsidiaries on April 23, 2020.
Our PRC Legal Advisors, JunHe LLP, has confirmed that the Metro China Acquisition has
been properly and legally completed and settled, and there are no other regulatory approvals
required under the PRC laws and regulations for the Metro China Acquisition. Save for that one
PRC MIB Subsidiary is still undergoing modification filing procedures with the regional
administration for market regulation of the Latest Practicable Date, all the other filings or
administration registration for the Metro China Acquisition have been completed.
During the Track Record Period and up to the Latest Practicable Date, save as the Metro
China Acquisition, we did not conduct any other major acquisitions, disposals or mergers.
REORGANIZATION
We underwent a corporate reorganization (the “Reorganization”) pursuant to which our
Company became the holding company and [REDACTED] vehicle of our Group.
The Reorganization involved the following major steps:
1. Incorporation of our Company
On July 24, 2019, our Company was incorporated in the Cayman Islands as an exempted
limited company with an authorized share capital of US$50,000 divided into 50,000 shares
with par value of US$1 each and one share was issued to Osris International Cayman Limited
as the subscriber. On the same date, the one issued share was transferred from Osris
International Cayman Limited to our Controlling Shareholder Wumart HK at par value, and
Wumart HK became the then sole shareholder of our Company.
– 120 –THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
2. Offshore Shareholding Restructuring
On November 6, 2019, the Company conducted a share subdivision and the authorized
share capital of US$50,000 was divided into 5,000,000,000 shares with par value of
US$0.00001 each. The Company then issued and allotted a total of 99,900,000 shares to the
following shareholders at par value, the consideration of which has been settled on November
6, 2019. Upon the completion of the share subdivision and allotment of shares, the
shareholding structure of the Company was as follows:
Approximate
percentage of
shareholding in
Number of our Company after
Name shares allotted Consideration the allotment
Wumart HK(1) 91,161,038 US$910.61038 91.16%
Ci Ying (2) 38,834 US$0.38834 0.04%
Tropical Power Limited (3) 2,568,500 US$25.68500 2.57%
Harvest Line Limited (4) 2,709,300 US$27.09300 2.71%
New Trading Commercial
Limited (5) 1,620,855 US$16.20855 1.62%
Sunrise Business
Limited (5) 1,901,473 US$19.01473 1.90%
Notes:
(1) Including 100,000 shares as a result of the subdivision of the 1 share owned by Wumart HK before the
above share allotment and 91,061,038 shares further subscribed by Wumart HK with par value.
(2) Ci Ying is an Independent Third Party.
(3) Tropical Power Limited is an investment holding company and an Independent Third Party. Each of
Quan ZHOU and Chi Sing HO held 18.18% and 18.18% of the voting rights of Tropical Power Limited,
with no other shareholder holding more than 10% of the voting rights. Quan ZHOU also acts as a
director of Wumei Group.
(4) Harvest Line Limited is an investment holding company ultimately controlled by Guangze Wu as to
37.72%, and is an Independent Third Party.
(5) Each of New Trading Commercial Limited and Sunrise Business Limited was wholly owned by Ultron
Age Inc., which was in turn wholly owned by Mr. ZHANG Bin, one of our non-executive Directors, and
therefore would not be counted towards the public float of our Company according to Rule 8.08 of the
Listing Rules.
– 121 –THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
3. Establishment of onshore subsidiaries
Upon completion of the establishment of its offshore holding entities, the Company also
incorporated the onshore holding entities for the Wumart Stores business, the supply chain
business and other potential new businesses as detailed below:
1) Wumart Stores Business
On November 19, 2019, Value Extra (Hong Kong) Management Limited, an independent
third party, subscribed for 4.9% shares in Wumart Supermarket through capital contributions
of RMB515,247. As a result, Wumart Supermarket was converted from a PRC domestic
company to a sino-foreign joint venture, and was held as to 95.1% and 4.9% by Wumart Stores,
Inc. and Value Extra (Hong Kong) Management Limited, respectively. On November 13, 2019,
Wumart Stores, Inc. entered into a share transfer agreement with its subsidiary Guangdong
Shenzhen Wumart Business Management Co., Ltd. (廣東深圳物美商業管理有限公司)
(“Wumart Business Management”), pursuant to which Wumart Stores, Inc. agreed to transfer
its 95.1% equity interests in Wumart Supermarket to Wumart Business Management for a
consideration of RMB392,845,877. On May 15, 2020, Value Extra (Hong Kong) Management
Limited entered into a share transfer agreement with Wumart Business Management, pursuant
to which Value Extra (Hong Kong) Management Limited agreed to transfer its 4.9% equity
interest in Wumart Supermarket to Wumart Business Management for a consideration of
US$2,889,051. On November 18, 2020, Guangdong Shenzhen Runze Tonghui Technology Co.,
Ltd. (廣東深圳潤擇通匯科技有限公司) (“Shenzhen Runze”) and Guangdong Shenzhen
Zhidajiatai Technology Co., Ltd. (廣東深圳智達佳泰科技有限公司) (“Shenzhen Zhida”)
subscribed for 37.59% and 34.17% equity interests in Wumart Supermarket with a
consideration of RMB550 million and RMB500 million, respectively. Upon the completion of
the above share transfers and subscriptions and as of the Latest Practicable Date, Wumart
Supermarket and its 86 subsidiaries were held by Shenzhen Runze, Shenzhen Zhida and
Wumart Business Management, each being a wholly-owned subsidiary of Wumart Stores (HK)
Limited, as to 37.59%, 34.17% and 28.23%, respectively. Wumart Supermarket served as the
onshore holding company for the Company’s retail business under the brand of Wumart (物美)
in the PRC.
2) Supply chain business
On August 15, 2019, WM Sourcing (HK) Limited incorporated Shenzhen Tongfu Trading
Company (深圳通福商貿有限公司) in the PRC as the onshore holding entity for its supply
chain business. As at the Latest Practicable Date, four subsidiaries of the Company wholly
owned by Shenzhen Tongfu Trading Company were primarily engaged in supply chain
business.
– 122 –THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
3) Other potential new businesses
On August 14, 2019, WM Retail (HK) Limited incorporated Guangdong Shenzhen
Zhiwang Yijia Commercial Management Co., Ltd. (廣東深圳智網億佳商業管理有限公司)
(formerly known as Guangdong Shenzhen Wumart Department Store Co., Ltd. (廣東深圳物美
百貨有限公司)) in the PRC as the onshore holding entity for the other new potential businesses
of the Company. As at the Latest Practicable Date, no subsidiary has yet been established by
Guangdong Shenzhen Zhiwang Yijia Commercial Management Co., Ltd.
In April 2020, WM Holding HK entered into a series of share transfer agreements or
interest transfer agreements with the then shareholders of MCCAP Subsidiaries, Star Farm and
MIB Subsidiaries to acquire Metro China’s business in the PRC. See “– Major Acquisition” in
this section for further details.
Our PRC Legal Advisors, JunHe LLP, has confirmed that the Reorganization was carried
out in accordance with the relevant PRC laws and regulations and has been legally completed
and all relevant regulatory approvals necessary to effect the Reorganization have been obtained
in accordance with PRC laws and regulations.
4. Loans Capitalization
On September 30, 2020, our Company issued and allotted 16,878,127 Preferred Shares
and 519,314 Preferred Shares to Digit Lab Limited and Foremost Way Limited, respectively,
each of which is ultimately owned by Dr. Zhang through CyberAge Limited. Such Preferred
Shares were credited as fully paid to repay the loans of US$524,065,843.35 and
US$16,124,699.65 (the “Loans”) owing by our Company to Digit Lab Limited and Foremost
Way Limited, respectively. Accordingly, the Loans were capitalized into Shares with a
subscription price of US$31.05 for each Preferred Share (the “Loans Capitalization”). Upon
completion of the Loans Capitalization, Digit Lab Limited and Foremost Way Limited are
interested in 10.81% and 0.33% of the issued share capital of the Company immediately before
the completion of the [REDACTED], respectively. On November 25, 2020, CyberAge Limited
transferred its 100% equity interest in Digit Lab to AZ Global Limited, a subsidiary of AZ
Trust, which is a trust established for the benefit of Dr. Zhang (as Settlor).
5. Employee Incentive Scheme
In order to incentivize our Directors, senior managers, other employees and certain
individuals for their contribution to our Group, [we have] conditionally approved and adopted
the Employee Incentive Scheme on [●], 2021. Immediately before the completion of the
[REDACTED] and after the date of this Document, the Company is expected to issue and allot
7,805,747 Shares to [Primal Unity Limited] as the holding entity for the Shares underlying the
Employee Incentive Scheme on behalf of the beneficiaries. As of the date of this Document,
no Award (as define below) has been granted under the Employee Incentive Scheme. The
principal terms of the Employee Incentive Scheme are set out in the section headed “Statutory
and General Information – D. Employee Incentive Scheme” in Appendix V.
– 123 –PRE-[REDACTED] INVESTMENTS
1. Overview
For the long-term business development and expansion of our Group, the Company entered into share subscription agreements with each the
following Pre-[REDACTED] investors (the “Share Subscription Agreements”), which were all issued Preferred Shares of our Company.
Number of
Shares after Approximate
the completion percentage of
of the share shareholding
subdivision and immediately following
Number of immediately Cost the completion of the
Shares before the per share [REDACTED]
Date of investment subscribed at completion of paid by Discount to (assuming the
and payment of the time of the Consideration the investor the [REDACTED]
Name of the Pre-[REDACTED] Investors consideration subscription [REDACTED](1) (in USD) (in USD)(2) [REDACTED](3) is not exercised)
– 124 –
1. Rising Vista Holding (Cayman) December 20, 2019 6,441,224 257,648,960 200,000,000 31.05 [REDACTED] [REDACTED]
Limited(4) June 26, 2020 1,610,306 64,412,240 50,000,000 31.05 [REDACTED] [REDACTED]
August 21, 2020 8,051,530 322,061,200 250,000,000 31.05 [REDACTED] [REDACTED]
2. Robust Continent Limited June 29, 2020 644,122 25,764,880 20,000,000 31.05 [REDACTED] [REDACTED]
3. Mighty Solution Limited June 29, 2020 1,610,306 64,412,240 50,000,000 31.05 [REDACTED] [REDACTED]
4. Easy Joy Ventures Limited June 26, 2020 1,288,245 51,529,800 40,000,000 31.05 [REDACTED] [REDACTED]
5. Image Frame Investment (HK) Limited June 26, 2020 1,127,214 45,088,560 35,000,000 31.05 [REDACTED] [REDACTED]
6. Ultimate Lenovo Limited June 26, 2020 161,030 6,441,200 5,000,000 31.05 [REDACTED] [REDACTED]
7. National Education Holding Limited June 26, 2020 483,092 19,323,680 15,000,000 31.05 [REDACTED] [REDACTED]
8. Pioneer&F Holdings Inc. June 29, 2020 161,030 6,441,200 5,000,000 31.05 [REDACTED] [REDACTED]
9. Mind Power Investments Limited June 29, 2020 1,610,306 64,412,240 50,000,000 31.05 [REDACTED] [REDACTED]
10. Radiant Skill Limited June 29, 2020 644,122 25,764,880 20,000,000 31.05 [REDACTED] [REDACTED]
11. Market Guard Limited August 28, 2020 3,680,699 147,227,960 120,000,000 32.60 [REDACTED] [REDACTED]
12. Hong Zhi (Holding) Limited August 28, 2020 306,725 12,269,000 10,000,000 32.60 [REDACTED] [REDACTED]
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THISNumber of
Shares after Approximate
the completion percentage of
of the share shareholding
subdivision and immediately following
Number of immediately Cost the completion of the
Shares before the per share [REDACTED]
Date of investment subscribed at completion of paid by Discount to (assuming the
and payment of the time of the Consideration the investor the [REDACTED]
Name of the Pre-[REDACTED] Investors consideration subscription [REDACTED](1) (in USD) (in USD)(2) [REDACTED](3) is not exercised)
13. Fuzhou Economic and Technological August 28, 2020 2,576,490 103,059,600 80,000,000 31.05 [REDACTED] [REDACTED]
Zone Xingrui Hesheng Equity
Investment Partnership (Limited
Partnership) (福州經濟技術開發區興
睿和盛股權投資合夥企業(有限合夥))
14. Beijing Fengjin Investment Co., Ltd. August 28, 2020 96,618 3,864,720 3,000,000 31.05 [REDACTED] [REDACTED]
(北京豐金投資有限公司)
15. Pak Yuen Asset Management Limited August 28, 2020 322,061 12,882,440 10,000,000 31.05 [REDACTED] [REDACTED]
– 125 –
16. Chain Success Limited August 28, 2020 96,618 3,864,720 3,000,000 31.05 [REDACTED] [REDACTED]
Total 30,911,738 1,236,469,520 966,000,000 [REDACTED]
Notes:
(1) Calculated based on the share subdivision that one share will be divided into 40 shares.
(2) The cost per share was calculated based on dividing the consideration by the number of shares subscribed at the time of subscription.
(3) Calculated on the assumption that (i) the price paid per share is adjusted for the dilutive effect of the [REDACTED] and the [REDACTED] is HK$[REDACTED] per
[REDACTED], being the mid-point of the indicative [REDACTED] range of HK$[REDACTED] to HK$[REDACTED] per [REDACTED]; and (ii) each Preferred Share shall
be converted to one ordinary share.
(4) Rising Vista Holding (Cayman) Limited was controlled by several funds that are ultimately managed by Ascendent Capital Partners II GP Limited and Ascendent Capital Partners
III GP Limited, each of which is ultimately beneficially owned by Mr. MENG Liang, one of our non-executive Directors.
(5) Except for Rising Vista Holding (Cayman) Limited, each of the Pre-[REDACTED] Investors is an Independent Third Party.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THISTHIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
2. Principal terms of the Pre-[REDACTED] Investments
Conversion rights Upon the [REDACTED], the Preferred Shares shall be
converted into ordinary shares on a one-on-one basis.
Lock-up period The Pre-[REDACTED] Investors are not subject to lock
up according to the terms of the pre-[REDACTED]
Investments.
Use of proceeds from the The funds raised from the Pre-[REDACTED] Investments
Pre-[REDACTED] were used for the Metro China Acquisition, our working
Investments capital and general corporate purposes. As of the Latest
Practicable Date, the net proceeds from the
Pre-[REDACTED] Investments had not yet been fully
utilized.
Basis of determining the Based on arm’s-length negotiations between the relevant
consideration paid parties after taking into consideration the business value of
the Company and its subsidiaries at the time of the
investment.
Special Rights of the Pre-[REDACTED] Investors
According to the Pre-[REDACTED] Investment agreements, all the special rights granted
to the Pre-[REDACTED] Investors, including, among others, director appointment right,
protective provisions and preemptive right, will be automatically terminated on the
consummation of an [REDACTED] of the Company.
Strategic benefits from Pre-[REDACTED] Investments
At the time of the Pre-[REDACTED] Investments, our Directors were of the view that
our Company could benefit from the additional capital that would be provided by the
Pre-[REDACTED] Investors’ investments in our Company, as well as the Pre-[REDACTED]
Investors’ knowledge and experience. Our Directors were also of the view that our Company
could benefit from the Pre-[REDACTED] Investors’ commitment to our Company as their
investment demonstrates their confidence in the operations of our Group and serves as an
endorsement of Company’s performance, strength and prospects. In addition, benefiting from
the Pre-[REDACTED] Investors’ extensive business network, our Company would also be
able to reach out various business opportunities, including potential customers,suppliers and
research and development partners.
– 126 –THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Public Float
Upon completion of the [REDACTED] (assuming the [REDACTED] is not exercised),
except for Rising Vista Holding (Cayman) Limited controlled by our Non-executive Director
Mr. MENG Liang, none of the Pre-[REDACTED] Investors will hold in excess of 10% of our
enlarged issued share capital. Therefore, each of the Pre-[REDACTED] Investors (except for
Rising Vista Holding (Cayman) Limited) will be counted towards the public float of our
Company according to Rule 8.08 of the Listing Rules.
Information about the Pre-[REDACTED] Investors
1. Rising Vista Holding (Cayman) Limited
Rising Vista Holding (Cayman) Limited was an investment holding company
incorporated in Cayman Islands on November 5, 2019 and was controlled by several funds that
are ultimately managed by Ascendent Capital Partners II GP Limited and Ascendent Capital
Partners III GP Limited, each of which is ultimately beneficially owned by Mr. MENG Liang,
one of our non-executive Directors, as of the Latest Practicable Date.
2. Robust Continent Limited
Robust Continent Limited was an investment holding entity of IDG Capital as of the
Latest Practicable Date.
3. Mighty Solution Limited
Mighty Solution Limited was an investment holding company incorporated under the
laws of the British Virgin Islands on June 8, 2020. It was wholly owned by MIC CAPITAL
MANAGEMENT 20 RSC LTD, which was ultimately wholly owned by the government of Abu
Dhabi as of the Latest Practicable Date.
4. Easy Joy Ventures Limited
Easy Joy Ventures Limited was an investment holding company incorporated in BVI on
May 28, 2020 and was solely held by CMBI Private Equity Series SPC on behalf of and for
the account of Grocery Retail Fund I SP. CMBI Private Equity Series SPC, was ultimately
wholly owned by China Merchants Bank Co., Ltd. (a company listed on the Hong Kong Stock
Exchange, stock code: 3968) as of the Latest Practicable Date.
5. Image Frame Investment (HK) Limited
Image Frame Investment (HK) Limited was incorporated in Hong Kong and was a
wholly-owned subsidiary of Tencent Holdings Limited (a company listed on the Hong Kong
Stock Exchange, stock code: 700) as of the Latest Practicable Date.
– 127 –THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
6. Ultimate Lenovo Limited
Ultimate Lenovo Limited was an investment holding company incorporated in BVI on
August 17, 2001 and was solely held by Lenovo Holdings (BVI) Limited, which was ultimately
wholly owned by Lenovo Group Limited (a company listed on the Hong Kong Stock Exchange,
stock code: 992) as of the Latest Practicable Date.
7. National Education Holding Limited
National Education Holding Limited was an investment holding company incorporated in
BVI on April 2, 2008 and was solely held by Hongtao LI, an Independent Third Party, as of
the Latest Practicable Date.
8. Pioneer&F Holdings Inc.
Pioneer&F Holdings Inc. was an investment holding company incorporated in BVI on
March 3, 2020 and was solely held by Yu ZHANG, an Independent Third Party, as of the Latest
Practicable Date.
9. Mind Power Investments Limited
Mind Power Investments Limited was an investment holding company incorporated in
BVI on October 23, 2013 and was solely held by Anbang Group Holdings Co. Limited, which
was ultimately wholly owned by Dajia Insurance Group Co., Ltd. as of the Latest Practicable
Date.
10. Radiant Skill Limited
Radiant Skill Limited was an investment holding company incorporated in BVI on May
28, 2018 and was solely held by China Everbright Venture Capital Limited, which was
ultimately wholly owned by China Everbright Limited (a company listed on the Hong Kong
Stock Exchange, stock code: 165) as of the Latest Practicable Date.
11. Market Guard Limited
Market Guard Limited was an investment holding entity of IDG Capital as of the Latest
Practicable Date.
12. Hong Zhi (Holding) Limited
Hong Zhi (Holding) Limited was an investment holding company incorporated in BVI on
July 28, 2020 and was solely held by Shanghai Hong Zhi Business Consulting Partners
(Limited Partnership), which was ultimately controlled by Bin CHEN and Yin LU as to 50%
and 50%, respectively as of the Latest Practicable Date.
– 128 –THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
13. Fuzhou Economic and Technological Zone Xingrui Hesheng Equity Investment
Partnership (Limited Partnership)
Fuzhou Economic and Technological Zone Xingrui Hesheng Equity Investment
Partnership (Limited Partnership) was an investment holding entity incorporated in PRC on
July 26, 2019 and was held as to 0.03% and 99.97% by Xingzi Ruiying (Pingtan) Asset
Management Co., Ltd. and Industrial Asset Management Co., Ltd., which was ultimately held
by Industrial Bank Co., Ltd. (a company listed on the Shanghai Stock Exchange, stock code:
601166) as to 73% as of the Latest Practicable Date.
14. Beijing Fengjin Investment Co., Ltd.
Beijing Fengjin Investment Co., Ltd. was an investment holding company incorporated in
the PRC on December 16, 2010 and was held as to 70% and 30% by Kangyun YANG, an
Independent Third Party, and Beijing SFJ Energy Technology Co., Ltd. (北京順豐基能源科技
有限公司), which is ultimately wholly owned by Kangyun YANG, as of the Latest Practicable
Date.
15. Pak Yuen Asset Management Limited
Pak Yuen Asset Management Limited was an investment holding company incorporated
in Hong Kong on July 21, 2017 and was solely held by CHAN Nang Yung, an Independent
Third Party, as of the Latest Practicable Date.
16. Chain Success Limited
Chain Success Limited was an investment holding company incorporated in Hong Kong
on April 20, 2018 and was solely held by Chu Lui, an Independent Third Party, as of the Latest
Practicable Date.
To our best knowledge after due enquiry, except for Rising Vista Holding (Cayman)
Limited, each of the above Pre-[REDACTED] Investors is an Independent Third Party of the
Company.
COMPLIANCE WITH INTERIM GUIDANCE AND GUIDANCE LETTERS
On the basis that (i) the consideration for the Pre-[REDACTED] Investments was settled
no less than 28 clear days before the date of [REDACTED] to the Listing Division of the Stock
Exchange, and (ii) all the special rights granted to the Pre-[REDACTED] Investors will be
terminated upon the [REDACTED], the Joint Sponsors have confirmed that the
pre-[REDACTED] investments are in compliance with the Interim Guidance on
pre-[REDACTED] investments (HKEx-GL29-12) issued by the Stock Exchange in January
2012 and updated in March 2017, the Guidance Letter HKEx-GL43-12 issued by the Stock
Exchange in October 2012 and updated in July 2013 and March 2017, and the Guidance Letter
HKEx-GL44-12 issued by the Stock Exchange in October 2012 and updated in March 2017.
– 129 –CORPORATE AND SHAREHOLDING STRUCTURE
The following chart sets out the shareholding and corporate structure immediately prior to the completion of the [REDACTED]:
Dr. Zhang
99% 100%
Beijing Jingxi Guigu Technology Co., Ltd.
(PRC)
1%
Beijing Zhongsheng Huate Technology Co., Ltd. 80%
(PRC)
100%
20%
Tibet Aiqi Hongsheng Cyber Age
Beijing CAST Technology Investment Co., Ltd Investment Management Co., Ltd. Limited
(PRC) (PRC) (BVI)
97.02% 2.98%
Wumei Group
(PRC)
100%
Wumei Southern Technology
(PRC)
100%
Retail Enterprise
(BVI)
100%
Wumei Holdings Limited
(Cayman) 100% 100% 100%
100%
Harvest New Wumart Stores Limited
Tropical Sunrise Foremost [Primal
Line Trading (BVI) Digit Lab
Ci Power Business Pre-[REDACTED] Way Unity
Limited(1) Commercial Limited(4)
Ying(1) Limited(1) Limited(2) 100% Investors(3) Limited Limited](5)
(Hong Limited(2) (BVI)
(BVI) (BVI) Wumart HK (BVI) (BVI)
Kong) (BVI)
(Hong Kong)
0.02% 1.65% 1.74% 1.04% 1.22% 58.39% 19.80% 10.81% 0.33% 5.00%
The Company
(Cayman)
– 130 –
100%
WM Holdco
Metro AG (BVI)
(Germany)
100%
100% 100% 100% 100%
METRO Asia Investment GmbH METRO Cash&Carry China WM New Retail Limited WM Retail
Holding GmbH WM Super Technology WM Sourcing
(Germany) (BVI) Limited Limited
(Germany) Limited
(BVI) (BVI) (BVI)
10% 10% 80%
WM Holding HK(6) 100% 100% 100%
(Hong Kong)
100% 100% WM Stores (HK) WM Retail (HK) WM Sourcing
100% 100% 100% Limited Limited (HK) Limited
WM Development (HK) Limited (Hong Kong) (Hong Kong) (Hong Kong)
(Hong Kong)
100% 100% 100% 100% 100%
WM Property WM Retail Operation
(HK) Limited (HK) Limited
(Hong Kong) (Hong Kong) Offshore
Onshore
Guangdong Shenzhen Zhiwang Yijia
Commercial Management Co., Ltd.
(廣東深圳智網億佳商業管理有限公司)
Guangdong Shenzhen Runze Guangdong Shenzhen Zhidajiatai Guangdong Shenzhen Wumart Shenzhen Tongfu Commerce&Trade Co., Ltd.
Tonghui Technology Co., Ltd. Technology Co., Ltd. Business Management Co., Ltd. (深圳通福商貿有限公司)
(廣東深圳潤擇通匯科技有限公司) (廣東深圳智達佳泰科技有限公司) (廣東深圳物美商業管理有限公司)
MCCAP MIB
Subsidiaries(7) Star Farm Subsidiaries(8) 100%
Shenzhen Youze Business 37.59% 34.17% 28.23%
Management Co., Ltd. Beijing Wumart Supermarket Co., Ltd.
(深圳優擇商業管理有限公司) (北京物美綜合超市有限公司) Tongfu Commerce Subsidiaries(10)
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
Wumart Supermarket Subsidiaries(9)
THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THISTHIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Notes:
(1) Each of CI Ying, Tropical Power Limited and Harvest Line Limited is an Independent Third Party.
(2) Each of New Trading Commercial Limited and Sunrise Business Limited was wholly owned by Ultron Age
Inc., which was in turn wholly owned by Mr. ZHANG Bin, a non-executive Director. Therefore the shares held
by New Trading Commercial Limited and Sunrise Business Limited are not counted as part of the public float
for the purpose of Rule 8.24 of the Listing Rules.
(3) Immediately before the completion of the [REDACTED], our Company was held by Pre-[REDACTED]
Investors including Rising Vista Holding (Cayman) Limited as to 10.31%, Robust Continent Limited as to
0.41%, Mighty Solution Limited as to 1.03%, Easy Joy Ventures Limited as to 0.83%, Image Frame Investment
(HK) Limited as to 0.72%, Ultimate Lenovo Limited as to 0.10%, National Education Holding Limited as to
0.31%, Pioneer&F Holdings Inc. as to 0.10%, by Mind Power Investments Limited as to 1.03%, by Radiant
Skill Limited as to 0.41%, Market Guard Limited as to 2.36%, Hong Zhi (Holding) Limited as to 0.20%,
Fuzhou Economic and Technological Zone Xingrui Hesheng Equity Investment Partnership (Limited
Partnership) as to 1.65%, Beijing Fengjin Investment Co., Ltd. as to 0.06%, Pak Yuen Asset Management
Limited as to 0.21% and Chain Success Limited as to 0.06%. Except for Rising Vista Holding (Cayman)
Limited, each of the Pre-[REDACTED] Investors is an Independent Third Party.
(4) Digit Lab Limited is wholly owned by AZ Global Limited, which is wholly owned by AZ Trust, a trust
established for the benefit of Dr. Zhang with Credit Suisse Trust Limited acting as the trustee.
(5) We adopted the Employee Incentive Scheme on [●], 2021. Immediately before the completion of the
[REDACTED] and after the date of this Document, our Company is expected to issue and allot 7,805,747
Shares with a par value of US$.00001 to [Primal Unity Limited] held on behalf of the beneficiaries under the
Employee Incentive Scheme on [●], 2021, the voting rights of which have been entrusted with Dr. Zhang.
Accordingly, the Shares held by [Primal Unity Limited] is not counted as part of the public float for the
purpose of Rule 8.24 of the Listing Rules.
(6) As of the Latest Practicable Date, WM Holding HK was held as to 80%, 10% and 10% by the Company,
METRO Asia Investment GmbH and METRO Cash&Carry China Holding GmbH, respectively. Each of
METRO Asia Investment GmbH and METRO Cash&Carry China Holding GmbH was ultimately wholly
owned by Metro AG.
(7) MCCAP Subsidiaries include Metro Commerce, Shanghai Xinqing and Xinyan Property.
(8) The MIB Subsidiaries refer to 40 PRC incorporated subsidiaries of WM Holding HK, including METRO Group
Commerce (Shanghai) Co., Ltd. (配帝商貿(上海)有限公司), Xi’an METRO Commercial and Trading Company
Ltd. (西安麥德龍商貿有限公司), Qingdao Metro Warehouse Management Co., Ltd. (青島麥德龍倉儲管理有限
公司), Dalian Metro Warehouse Management Co., Ltd. (大連麥德龍倉儲管理有限公司), METRO Property
Management (Wuhu) Co., Ltd. (麥德龍物業管理(蕪湖)有限公司), Metro Property Management (Harbin) Co.,
Ltd. (麥德龍物業管理(哈爾濱)有限公司), METRO Property Management (Xiangyang) Co., Ltd. (麥德龍物業
管理(襄陽)有限公司), METRO Property Management (Changsha) Co., Ltd. (麥德龍物業管理(長沙)有限公司),
Metro Property Management (Cixi) Co., Ltd. (麥德龍物業管理(慈溪)有限公司), METRO Property
Management (Nanchang Qingshanhu) Co., Ltd. (麥德龍物業管理(南昌青山湖)有限公司), METRO Property
Management (Huai’an) Co., Ltd. (麥德龍物業管理(淮安)有限公司), Metro Property Management (Nantong)
Co., Ltd. (麥德龍物業管理(南通)有限公司), METRO Property Management (Changzhou) Co., Ltd. (麥德龍物
業管理(常州)有限公司), METRO Warehouse Management (Chongqing) Co., Ltd. (麥德龍倉儲管理(重慶)有限
公司), METRO Warehouse Management (Yantai) Co., Ltd. (麥德龍倉儲管理(煙台)有限公司), Metro
Warehouse Management (Suzhou) Co., Ltd. (麥德龍倉儲管理(蘇州)有限公司), METRO Warehouse
Management (Zibo) Co., Ltd. (麥德龍倉儲管理(淄博)有限公司), METRO Warehouse Management (Taizhou)
Co., Ltd. (麥德龍倉儲管理(台州)有限公司), METRO Warehouse Management (Wuhan) Co., Ltd. (麥德龍倉儲
(武漢)有限公司), METRO (Changchun) Property Services Co., Ltd. (麥德龍(長春)物業服務有限公司),
METRO North Warehouse Management (Chongqing) Co., Ltd. (麥德龍北部倉儲管理(重慶)有限公司),
METRO Warehouse Management (Hangzhou) Co., Ltd. (麥德龍倉儲管理(杭州)有限公司), Metro Property
Management (Qingdao) Co., Ltd. (麥德龍物業管理(青島)有限公司), Metro Property Management (Jiangyin)
Co., Ltd. (麥德龍物業管理(江陰)有限公司), METRO Property Management (Wuxi) Co., Ltd. (麥德龍物業管
理(無錫)有限公司), Metro Property Management (Hangzhou) Co., Ltd. (麥德龍物業管理(杭州)有限公司),
METRO Property Management (Zhongshan) Co., Ltd. (麥德龍物業管理(中山)有限公司), METRO Property
– 131 –THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Management (Kunshan) Co., Ltd. (麥德龍物業管理(昆山)有限公司), Metro Property Management (Suzhou)
Co., Ltd. (麥德龍物業管理(蘇州)有限公司), METRO Property Management (Changshu) Co., Ltd. (麥德龍物業
管理(常熟)有限公司), Metro Property Management (Zhangjiagang) Co., Ltd. (麥德龍物業管理(張家港)有限公
司), METRO Property Management (Weifang) Co., Ltd. (麥德龍物業管理(濰坊)有限公司), Metro Property
Management (Shenyang) Co., Ltd. (麥德龍物業管理(瀋陽)有限公司), Metro Property Management (Jiaxing)
Co., Ltd. (麥德龍物業管理(嘉興)有限公司), Metro Property Management (Dongguan) Co., Ltd. (麥德龍物業
管理(東莞)有限公司), METRO Property Management (Shenzhen) Co., Ltd. (麥德龍物業管理(深圳)有限公司),
Metro Property Management (Xi’an) Co., Ltd. (麥德龍物業管理(西安)有限公司), Metro Property Management
(Tianjin Hongqiao) Co., Ltd. (麥德龍物業管理(天津紅橋)有限公司), METRO Property Management
(Zhengzhou) Co., Ltd. (麥德龍物業管理(鄭州)有限公司) and Metro Property Management (Xiamen) Co., Ltd
(麥德龍物業管理(廈門)有限公司), and one Hong Kong incorporated subsidiary, METRO Group Commerce
Ltd. As of the Latest Practicable Date, each of the MIB Subsidiaries is directly or indirectly wholly-owned by
WM Holding HK.
(9) Wumart Supermarket Subsidiaries refer to 86 PRC incorporated subsidiaries of Wumart Supermarket,
including Zhejiang Wumart Zhonglian Supermarket Co., Ltd. (浙江物美眾聯超市有限公司), Jiaxing Wumart
Xianpu Supermarket Co., Ltd. (嘉興物美鮮浦超市有限公司), Jiashan Wumart Supermarket Co., Ltd. (嘉善物
美超市有限公司), Hangzhou Wumart Tongxin Supermarket Co., Ltd. (杭州物美桐昕超市有限公司), Hangzhou
Wumart Hypermarket Commerce Co., Ltd. (杭州物美大賣場商業有限公司), Ningbo Yongxing Wumart
Department Store Supermarket Co., Ltd. (寧波湧行物美百貨超市有限公司), Ningbo Lisheng Wumart
Department Store Co., Ltd. (寧波利勝物美百貨有限公司), Ningbo Yinhui Wumart Supermarket Co., Ltd. (寧
波銀輝物美超市有限公司), Ningbo Wumart Jiangbo Supermarket Co., Ltd. (寧波物美姜博超市有限公司),
Pinghu Wumart Supermarket Co., Ltd. (平湖物美超市有限公司), Yiwu Wumart Shining Supermarket Co., Ltd.
(義烏物美實寧超市有限公司), Zhuji Wumart Tianjiao Department Store Co., Ltd. (諸暨物美天驕百貨有限公
司), Zhuji Wumart Tianjia Department Store Co., Ltd. (諸暨物美天嘉百貨有限公司), Zhuji Wumart Zantang
Department Store Co., Ltd. (諸暨物美贊唐百貨有限公司), Jinhua Wumart Hypermarket Co., Ltd. (金華物美大
賣場有限公司), Shaoxing Wumart Kungang Supermarket Co., Ltd. (紹興物美昆岡超市有限公司), Yongkang
Wumart Commercial Co., Ltd. (永康物美商業有限公司), Taizhou Wumart Tongguang Supermarket Co., Ltd.
(台州物美通廣超市有限公司), Yuyao Tiantian Wumart Department Store Co., Ltd. (余姚天天物美百貨有限公
司), Haiyan Wumart Honglian Supermarket Co., Ltd. (海鹽物美弘聯超市有限公司), Jinhua Wumart
Supermarket Co., Ltd. (金華物美超市有限公司), Zhejiang Wumart Wanfeng Supermarket Co., Ltd. (浙江物美
萬豐超市有限公司), Wumart Jialian (Hangzhou) Commerce Co., Ltd. (物美佳聯(杭州)商業有限公司),
Shanghai Wumart Linshi Supermarket Co., Ltd. (上海物美廩實超市有限公司), Shanghai Wumart Yunshang
Supermarket Co., Ltd. (上海物美蘊商超市有限公司), Shanghai Wumart Dingshen Supermarket Co., Ltd. (上
海物美定甚超市有限公司), Zhejiang Wumart Yishang Investment Management Co., Ltd. (浙江物美一商投資
管理有限公司), Hangzhou Wumart Dingqiao Commercial Co., Ltd. (杭州物美丁橋商業有限公司), Hangzhou
Wumart Kaipu Commercial Co., Ltd. (杭州物美凱普商業有限公司), Hangzhou Wumart Commercial Co., Ltd.
(杭州物美商業有限公司), Hangzhou Wumart Jianxin Department Store Co., Ltd. (杭州物美筧新百貨有限公
司), Hangzhou Wumart Donghui Department Store Co., Ltd. (杭州物美東匯百貨有限公司), Hangzhou Wumart
Jingning Department Store Co., Ltd. (杭州物美竟寧百貨有限公司), Hangzhou Wumart Huijia Department
Store Co., Ltd. (杭州物美惠嘉百貨有限公司), Hangzhou Wumart Puhe Department Store Co., Ltd. (杭州物美
浦和百貨有限公司), Hangzhou Wumart Dongxing Department Store Co., Ltd. (杭州物美東荇百貨有限公司),
Hangzhou Wumart Lesha Supermarket Co., Ltd. (杭州物美樂沙超市有限公司), Hangzhou Fuyang Wumart
Commercial Co., Ltd. (杭州富陽物美商業有限公司), Hangzhou Wumart Xingwei Supermarket Co., Ltd. (杭州
物美星維超市有限公司), Huzhou Wumart Department Store Co., Ltd. (湖州物美百貨有限公司), Anji Wumart
Wanxiang Supermarket Co., Ltd. (安吉物美萬象超市有限公司), Jiaxing Wumart Supermarket Co., Ltd. (嘉興
物美超市有限公司), Shaoxing Zhichuang Supermarket Co., Ltd. (紹興市智創超市有限公司), Shaoxing Zhigou
Supermarket Co., Ltd. (紹興市智購超市有限公司), Beijing Wumart Jingmen Trading Co., Ltd. (北京物美京門
商貿有限公司), Beijing Wumart Jingfeng Technology Development Co., Ltd. (北京物美京豐科技發展有限公
司), Beijing Wumei Supermarket Co., Ltd. (北京物美超市有限公司), Beijing Wumart Lifestyle Supermarket
Co., Ltd. (北京物美生活超市有限公司), Beijing Wumart Circulation Technology Co., Ltd. (北京物美流通技術
有限公司), Beijing Jingbei Merrymart Supermarket Co., Ltd. (北京京北美廉美超市有限公司), Beijing
Jingfang Merrymart Supermarket Co., Ltd. (北京京房美廉美超市有限公司), Beijing Jingyan Merrymart
Supermarket Co., Ltd. (北京京燕美廉美超市有限公司), Beijing Jingshun Merrymart Supermarket Co., Ltd. (北
京京順美廉美超市有限公司), Beijing Jingshun Wumart Supermarket Co., Ltd. (北京京順物美超市有限公司),
Beijing Tongtang Wumart Convenience Stores Co.,Ltd. (北京通糖物美便利超市有限公司), Beijing Wumart
Hypermarket Commercial Co., Ltd. (北京物美大賣場商業管理有限公司), Beijing Jingpang Wumart
Supermarket Co., Ltd. (北京京龐物美超市有限公司), Beijing Jingtaiyi Wumart Supermarket Co., Ltd. (北京京
泰亦物美超市有限公司), Beijing Jinghuai Wumart Trading Co., Ltd. (北京京懷物美商貿有限公司), Beijing
Jingping Wumart Supermarket Co., Ltd. (北京京平物美超市有限公司), Beijing Wumart Jingbei Business
Management Co., Ltd. (北京物美京北商業管理有限公司), Tianjin Wumart Lianjing Commerce Co., Ltd. (天
– 132 –THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
津物美聯京商貿有限公司), Tianjin Wumart Commercial Co., Ltd. (天津物美商業有限公司), Tianjin
Shuangliying Trading Co., Ltd. (天津雙利盈商貿有限公司), Tianjin Wumart Future Trading Development Co.,
Ltd. (天津物美未來商貿發展有限公司), Tianjin Wumart Future Dongsheng Supermarket Co., Ltd. (天津物美
未來東勝超市有限公司), Sanhe Wumart Commercial Co., Ltd. (三河物美商業有限公司), Xianghe Wumart
Supermarket Co., Ltd. (香河物美超市有限公司), Gu’an Wumart Trading Co., Ltd. (固安物美商貿有限公司),
Zhangjiakou Wumart Commerce Co., Ltd. (張家口物美商場有限公司), Huailai Wumart Trading Co., Ltd. (懷
來物美商貿有限公司), Langfang Wumart Supermarket Co., Ltd. (廊坊市物美超市有限公司), Zhuozhou
Wumart Supermarket Co., Ltd. (涿州物美超市有限公司), Beijing Mencheng Wumart Commerce City Co., Ltd.
(北京門城物美商城有限公司), Beijing Wumart Weijia Restaurant Management Co., Ltd. (北京物美味佳餐飲管
理有限公司), Beijing XWRM Business Management Co., Ltd. (北京鮮物潤美商業管理有限公司), Beijing
JWRM Life Supermarket Co., Ltd. (北京佳物潤美生活超市有限公司), Wumei South Information Technology
Co., Ltd. (物美南方信息技術有限責任公司), Beijing Wumart Shangjia Fresh Business Management Service
Co., Ltd. (北京物美尚佳鮮品商業管理服務有限公司), Hangzhou Ruishang Food Processing Co., Ltd. (杭州睿
尚食品加工有限公司), Presi Clerc (Beijing) Supermarket Co., Ltd. (統杰法寶(北京)超市有限公司), Hangzhou
Wumart Hengcun Supermarket Co., Ltd. (杭州物美橫村超市有限公司), Shaoxing Wumart Yiji Supermarket
Co., Ltd. (紹興物美頤吉超市有限公司), Beijing Huiwu Runmei Commercial Management Co., Ltd. (北京惠物
潤美商業管理有限公司), Beijing Wanzhong Hemei Commercial Co., Ltd. (北京萬眾和美商業管理有限公司)
and Hebei Xiong’an Wumart Technology Co., Ltd. (河北雄安物美科技有限公司). Out of the 86 subsidiaries
above, as of the Latest Practicable Date, (i) Zhejiang Wumart Wanfeng Supermarket Co., Ltd. (浙江物美萬豐
超市有限公司) was held as to 80% and 20% by Zhejiang Wumart Zhonglian Supermarket Co., Ltd. (浙江物
美眾聯超市有限公司), a wholly owned subsidiary of the Company, and Zhejiang Wanfeng Enterprise Group
Company (浙江萬豐企業集團公司), an Independent Third Party, respectively; (ii) Beijing Mencheng WuMart
Commercial City Co., Ltd. (北京門城物美商城有限公司) was held as to 70% and 30% by Wumart Supermarket
and Beijing Jingxi Xinweikang Salt Sales Co., Ltd. (北京京西鑫維康商貿有限責任公司), an Independent Third
Party, respectively; and (iii) each of other Wumart Supermarket Subsidiaries was wholly owned by Wumart
Supermarket.
(10) Tongfu Commerce Subsidiaries refer to four PRC incorporated subsidiaries wholly owned by Shenzhen Tongfu
Trading Co., Ltd. (深圳通福商貿有限公司), including Beijing Wumart Xintonglu Logistics Technology Co.,
Ltd. (北京物美新通路物流科技有限公司), Hangzhou Ruixin Commercial Operating Management Co., Ltd. (杭
州睿昕商業經營管理有限公司), Beijing Wumart Dingli Logistics Technology Co., Ltd. (北京物美鼎立物流科
技有限公司) and Hangzhou Ruixin Logistics Co., Ltd. (杭州睿新物流有限公司).
– 133 –The following chart illustrate our corporate and shareholding structure immediately after the completion of the [REDACTED] (assuming that
the [REDACTED] has not been exercised):
Dr. Zhang
99% 100%
Beijing Jingxi Guigu Technology Co., Ltd.
(PRC)
1%
Beijing Zhongsheng Huate Technology Co., Ltd. 80%
(PRC)
100%
20%
Tibet Aiqi Hongsheng Cyber Age
Beijing CAST Technology Investment Co., Ltd Investment Management Co., Ltd. Limited
(PRC) (PRC) (BVI)
97.02% 2.98%
Wumei Group
(PRC)
100%
Wumei Southern Technology
(PRC)
100%
Retail Enterprise
(BVI)
100%
Wumei Holdings Limited
(Cayman) 100% 100% 100%
100%
Harvest New Wumart Stores Limited
Tropical Sunrise Foremost [Primal
Line Trading (BVI) Pre- Digit Lab Other
Ci Power Business Way Unity
Limited(1) Commercial 100% [REDACTED]% Limited(4) public
Ying(1) Limited(1) Limited(2) Limited Limited](5)
(Hong Limited(2) Investors(3) (BVI) shareholders
(BVI) (BVI) Wumart HK (BVI) (BVI)
Kong) (BVI)
(Hong Kong)
[REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]%
The Company
(Cayman)
100%
– 134 –
WM Holdco
Metro AG (BVI)
(Germany)
100%
100% 100% 100% 100%
METRO Cash&Carry China WM Retail
METRO Asia Investment GmbH WM New Retail Limited WM Super WM Sourcing
Holding GmbH Technology
(Germany) (BVI) Limited Limited
(Germany) Limited
(BVI) (BVI)
10% 10% 80% (BVI)
WM Holding HK(6) 100% 100% 100%
(Hong Kong)
WM Stores (HK) WM Retail (HK) WM Sourcing
100% 100%
100% 100% 100% Limited Limited (HK) Limited
WM Development (HK) Limited (Hong Kong) (Hong Kong) (Hong Kong)
(Hong Kong)
100% 100% 100% 100% 100%
WM Property WM Retail Operation
(HK) Limited (HK) Limited
(Hong Kong) (Hong Kong) Offshore
Onshore
Guangdong Shenzhen Zhiwang Yijia
Commercial Management Co., Ltd.
(廣東深圳智網億佳商業管理有限公司)
Guangdong Shenzhen Runze Guangdong Shenzhen Zhidajiatai Guangdong Shenzhen Wumart Shenzhen Tongfu Commerce&Trade Co., Ltd.
Tonghui Technology Co., Ltd. Technology Co., Ltd. Business Management Co., Ltd. (深圳通福商貿有限公司)
(廣東深圳潤擇通匯科技有限公司) (廣東深圳智達佳泰科技有限公司) (廣東深圳物美商業管理有限公司)
MCCAP MIB
Subsidiaries(7) Star Farm Subsidiaries(8) 37.59% 34.17% 28.23% 100%
Shenzhen Youze Business
Management Co., Ltd. Beijing Wumart Supermarket Co., Ltd.
(北京物美綜合超市有限公司) Tongfu Commerce Subsidiaries(10)
(深圳優擇商業管理有限公司)
Wumart Supermarket Subsidiaries(9)
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
Notes (1) to (10): Please refer to the shareholding and corporate structure immediately prior to the completion of the [REDACTED].THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
PRC REGULATORY REQUIREMENTS
M&A Rules
According to the Regulations on Merger with and Acquisition of Domestic Enterprises by
Foreign Investors (《關於外國投資者併購境內企業的規定》) (the “M&A Rules”) jointly
issued by the MOFCOM, the State-owned Assets Supervision and Administration Commission
of the State Council, the SAT, the China Securities Regulatory Commission (“CSRC”), the
SAIC and the SAFE on August 8, 2006, effective as of September 8, 2006 and amended on June
22, 2009, a foreign investor is required to obtain necessary approvals when it (1) acquires the
equity of a domestic non-foreign-invested enterprise so as to convert the domestic enterprise
into a foreign-invested enterprise; (2) subscribes the increased capital of a domestic enterprise
so as to convert the domestic enterprise into a foreign-invested enterprise; (3) establishes a
foreign-invested enterprise through which it purchases the assets of a domestic enterprise and
operates these assets; or (4) purchases the assets of a domestic enterprise, and then invests such
assets to establish a foreign-invested enterprise. The M&A Rules further purport to require that
an offshore special vehicle, or a special purpose vehicle, formed for listing purposes and
controlled directly or indirectly by PRC companies or individuals, shall obtain the approval of
the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an
overseas stock exchange, especially in the event that the special purpose vehicle acquires
shares or equity interest in the PRC companies in exchange for the shares of offshore
companies.
Our PRC Legal Advisors, Jun He LLP, are of the opinion that the acquisition of Wumart
Supermarket was subject to the Provisional Measures on Administration of Filing for
Establishment and Change of Foreign Investment Enterprises (《外商投資企業設立及變更備
案管理暫行辦法》) rather than the M&A Rules because before the acquisition, Wumart
Supermarket was a joint venture enterprise and we did not acquire any equity interests or assets
of a PRC domestic company owned by our Controlling Shareholders or beneficial owners who
are PRC companies or individuals as defined under the M&A Rules. Accordingly, the
acquisition of Wumart Supermarket was not subject to approval from MOFCOM under the
M&A Rules and our [REDACTED] on the Stock Exchange is not subject to prior approval
from CSRC under the M&A Rules.
SAFE registration
Pursuant to the Circular of the SAFE on Foreign Exchange Administration of Overseas
Investment, Financing and Round-trip Investments Conducted by Domestic Residents through
Special Purpose Vehicles (《國家外匯管理局關於境內居民通過特殊目的公司境外投融資及返
程投資外匯管理有關問題的通知》) (the “SAFE Circular 37”), promulgated by SAFE and
which became effective on July 4, 2014, and which replaced the Circular of the SAFE on
Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate
Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles (《國家外匯
管理局關於境內居民通過境外特殊目的公司融資及返程投資外匯管理有關問題的通知》), (a)
a PRC resident must register with the local SAFE branch before he or she contributes assets
– 135 –You can also read
