We refer to the Company’s announcement dated 9 January 2025 in respect of the announcement made to The Stock Exchange of Hong Kong Limited ("The HKEx") by Parkson Retail Group Limited ("PRGL"), a 54.97% owned subsidiary of the Company listed on The HKEx, in relation to the disclosable transaction on the tenancy agreement dated 9 January 2025 ("Original Tenancy Agreement") entered into between Liupanshui Parkson Retail Co., Ltd. ("Tenant"), an indirect wholly-owned subsidiary of PRGL, and Guizhou Hanhua Real Estate Development Co., Ltd. ("Original Landlord") for the continued lease of the property located at parts of LG1 to level 5 of Baolong International Building, No. 36 Zhongshan West Road, Liupanshui City, Guizhou Province, the People’s Republic of China ("Property") ("PRGL Earlier Announcement").
As disclosed in the PRGL Earlier Announcement, the Property was subject to a seizure order issued by the Court of Liupanshui City on 13 September 2024, prohibiting any disposal, destruction, sale, mortgage, pawning or gifting of the Property without the Court’s prior consent. In the event the Original Landlord fails to settle its debts, the Property might be subject to auction.
On 17 November 2025, PRGL had announced that, pursuant to an order issued by the People’s Court of Zhongshan District, Liupanshui City, Bank of Guizhou Co., Ltd., Liupanshui Branch, being the first-ranking mortgagee ("New Landlord"), has acquired the ownership of Shops 101 and 201 of the Property ("Subject Premises"), with a total gross area of approximately 8,298.51 square metres, as debt settlement following a failed auction. Consequently, the New Landlord replaced the Original Landlord as the landlord under the Original Tenancy Agreement in respect of the Subject Premises and shall assume all rights and obligations relating thereto ("PRGL Announcement"). A copy of the PRGL Announcement is attached herewith.
The Tenant, the New Landlord and the Original Landlord had on 17 November 2025, entered into a rights and obligations transfer agreement ("Tripartite Agreement") to confirm the transfer of the Original Landlord’s rights and obligations under the Original Tenancy Agreement in respect of the Subject Premises to the New Landlord, with retrospective effect from 17 June 2025.
Pursuant to the Tripartite Agreement, the Tenant shall pay the rent for the Subject Premises to the New Landlord, and the rent for the remaining areas of the Property to the Original Landlord, in accordance with the terms of the Original Tenancy Agreement.
Save for the change in the ownership in respect of the Subject Premises, all other terms of the Original Tenancy Agreement and the Tenant’s rights and obligations thereunder, shall remain unchanged and continue to be in full force and effect.
The Board of PRGL considers that the execution of the Tripartite Agreement ensures continuity of the Tenant’s lease of the Property and safeguards the uninterrupted operation of the PRGL Group’s department store at the Property, and that the Tripartite Agreement does not constitute any material change or adverse effect to the Tenant’s lease of the Property.