Nanji E-Commerce Co.Ltd(002127) 2022-009 announcement on signing the tripartite confirmation
Securities Announcement No.: 002127 {0022}
Announcement on signing the tripartite confirmation
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of agreement signing
Nanji E-Commerce Co.Ltd(002127) (hereinafter referred to as “the company”) held the seventh meeting of the seventh board of directors and the fifth meeting of the seventh board of supervisors on December 26, 2021, The proposal on the acquisition of some trademarks held by TBH Global Co., Ltd. and the acquisition of 100% equity of baijiahao (Shanghai) Fashion Co., Ltd. was reviewed and approved: the company was agreed to acquire TBH Global Co. with its own capital of RMB 330 million, LTD has registered some trademarks registered in the Chinese mainland and the Hongkong Special Administrative Region (including 78 trademarks including BASIC HOUSE, Mind Bridge, JUCY JUDY, etc.), and has bought 100% hundred rights from hundreds of good Limited Hong Kong Company with its own funds of 180 million yuan. For details, please refer to cninfo.com.cn on December 27, 2021 Announcement on the acquisition of some trademarks held by TBH Global Co., Ltd. and the acquisition of 100% equity of baijiahao (Shanghai) Fashion Co., Ltd. (Announcement No.: 2021-097).
In order to clarify relevant matters, the company signed the tripartite confirmation with TBH Hong Kong Limited and baijiahao (Shanghai) Fashion Co., Ltd. on February 8, 2022.
2、 Main contents of tripartite confirmation
Party A: TBH Hong Kong Limited
Party B: Nanji E-Commerce Co.Ltd(002127)
Party C: baijiahao (Shanghai) Fashion Co., Ltd
1. About the balance of 20% equity transfer
Party A owns 100% of the equity of Party C (hereinafter referred to as the “subject equity”), and Party A, Party B and Party C signed the equity transfer agreement on December 26, 2021. With regard to the equity transfer agreement, Party A and Party C agree that 20% of the balance of equity transfer shall be used as the guarantee for the “liquidation of Party C’s stock business”. Party A, Party B and Party C shall complete the “liquidation of Party C’s stock business” on the base date otherwise agreed upon. If the liquidation difference on the benchmark date determined by Party A, Party B and Party C through negotiation is greater than zero, that is, the debt amount of Party C is higher than the “sum of realizable creditor’s rights, cash, assets and inventory”, the liquidation difference shall be deducted to the limit of 20% of the balance of equity transfer, and Party B only needs to pay the deducted balance to Party A. if the deducted balance is zero or negative, Party B does not need to pay Party A any more
Nanji E-Commerce Co.Ltd(002127) 2022-009 announcement on signing the tripartite confirmation
Party A shall pay the balance of equity transfer.
2. About the use of global trademark and domain name of Jucy Judy
Party A agrees that Party A or its affiliates (Party A has the obligation to make Party A’s affiliates agree and perform) agree to jucyjudy com. The ownership of the domain name and Jucy Judy global trademark (except South Korea) shall be transferred to Party B, and the transaction consideration shall not exceed RMB 2 million, which shall be cashed after the “liquidation of Party C’s stock business”. With regard to the transfer of trademark ownership, Party A or its affiliates and Party B shall separately sign the trademark ownership transfer agreement and the production license agreement. Party A and its affiliates shall apply to the competent authority for the transfer registration of the ownership of Jucy Judy global trademark (except South Korea) as soon as possible.
3. About mind Bridge Commodity Design
Party A or Party A’s affiliates (Party A has the obligation to make Party A’s affiliates agree and perform) agree to sign a separate design service agreement with Party B on the commodity design style of mind bridge in Korea. In principle, the service cost is higher than that of any other third party, and the design cost is not reasonable. Any dispute arising from the performance of this confirmation shall be settled through negotiation by all parties; If the negotiation fails, it shall be submitted to the Hong Kong International Arbitration Center for arbitration.
4. This confirmation, together with the equity transfer agreement, trademark ownership transfer agreement and production license agreement, will constitute a package deal between Party B and Party A and its affiliates after it comes into force. For the avoidance of ambiguity, the parties confirm that, except for article 1 of this confirmation, other terms of this confirmation will not have any impact on the payment terms of the equity transfer agreement and the trademark ownership transfer agreement signed on December 26, 2021, and shall not be interpreted as changes in payment terms.
3、 Other relevant instructions
The signing of this tripartite confirmation is a supplement to the equity transfer agreement and the trademark ownership transfer agreement, which will not have a significant impact on the company’s financial status and operating results, and will not damage the interests of all shareholders of the company, especially the minority shareholders.
4、 Documents for future reference
1. The tripartite Confirmation signed by the company with TBH Hong Kong Limited and baijiahao (Shanghai) Fashion Co., Ltd.
It is hereby announced.
Nanji E-Commerce Co.Ltd(002127) board of directors
February 8, 2002
