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Alibaba completed the transfer of a 78.70% stake in Sun Art Retail to a buyer indirectly owned by DCP Capital Partners II on February 27, 2025. The widely reported $1.58 billion figure is a rounded U.S.-dollar headline conversion; the sale agreement sets out consideration in Hong Kong dollars, including deferred and potentially variable interest payments.
What did Alibaba sell, and who bought it?
Alibaba announced on January 2, 2025, that its wholly owned subsidiaries and New Retail Strategic Opportunities Investments 1 Limited had agreed to sell 7,507,666,581 Sun Art shares—approximately 78.70% of the company’s issued shares—to Paragon Shine Limited. Alibaba subsidiaries accounted for about 73.66% of the stake, while New Retail held and sold about 5.04%. Alibaba said New Retail was not accounted for as its subsidiary. The purchaser was indirectly owned by DCP Capital Partners II, L.P. (Alibaba announcement, January 2, 2025.)
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The sale was completed on February 27, 2025. An HKEX disclosure records that the shares were delivered to Paragon Shine Limited and Lavender Haze Limited. (HKEX disclosure.)
How much did Alibaba get for selling Sun Art?
The sale and purchase agreement states total consideration of HK$11,637 million, or HK$1.55 per share. That figure includes Sun Art’s 2024 interim dividend of HK$0.17 per share and excludes interest. The $1.58 billion headline figure is a rounded conversion into U.S. dollars, not the agreement’s contractual currency or a description of a single cash payment.
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The agreement also sets out deferred and potentially variable components. If the sellers had already received the interim dividend before completion, the relevant payment amounts were reduced: HK$6,907 million was payable at completion and HK$3,454 million was deferred. The deferred amount of HK$0.46 per share accrues base interest at 4.80% per year from completion until payment. Sellers could also receive variable interest tied to Sun Art’s average adjusted EBITDA for 2027 and 2028. Alibaba’s announcement gives approximately HK$13,138 million, or HK$1.75 per share, as the maximum aggregate consideration including the dividend and maximum interest. These are terms stated in the January 2, 2025 announcement, not a confirmation of the ultimate amount paid. (Alibaba announcement.)
What happened to the required general offer?
Alibaba’s announcement said the purchaser would be required under Rule 26.1 of Hong Kong’s Takeovers Code to make a mandatory general offer for the remaining issued shares it did not already own or have agreed to acquire, and to make an appropriate offer to optionholders under Rule 13. The announcement establishes that obligation; it does not establish the later outcome of those offers. (Alibaba announcement.)
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Why was Alibaba’s reported loss larger than the sale price?
Alibaba’s FY2025 annual report records a RMB13,123 million loss on disposal for the sale, completed in the year ended March 31, 2025. That accounting loss is not the gross deal price. Alibaba says its calculation considered cash consideration, the estimated fair value of deferred cash consideration, Sun Art’s net-asset carrying value, and noncontrolling interests. The sale consideration and the accounting result therefore measure different things: one describes amounts payable under the transaction terms, while the other reflects the disposal calculation in Alibaba’s financial statements. (Alibaba FY2025 annual report and financial results.)
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