Securities code: 002127 securities abbreviation: Nanji E-Commerce Co.Ltd(002127) Announcement No.: 2021-097 Nanji E-Commerce Co.Ltd(002127)
About the acquisition of TBH globalco, Some trademarks held by Ltd
And the acquisition of 100% equity of baijiahao (Shanghai) Fashion Co., Ltd
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.
Important content tips:
1. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association of Nanji E-Commerce Co.Ltd(002127) (hereinafter referred to as the "articles of association"), this transaction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
3. Special risk tip: this acquisition still needs to be reported in accordance with the concentration of business operators specified in the anti-monopoly law and approved by the relevant Chinese government departments. The administrative approval procedures such as industrial and commercial changes involving equity still need to be filed or approved by the relevant Chinese government departments. There is some uncertainty about whether the relevant filing or approval can be obtained, and the time when the filing or approval can be finally obtained, Therefore, there is uncertainty about whether the acquisition can be successfully implemented and the completion time of the transaction. After the equity acquisition, Baijiahao (Shanghai) Fashion Co., Ltd. (hereinafter referred to as the "target company" and "baijiahao") will become Nanji E-Commerce Co.Ltd(002127) (hereinafter referred to as the "company") ）A wholly-owned subsidiary of. Due to the differences in development process, management concept and corporate culture, the company is uncertain whether the integration effect of 100 companies can meet the expectations. The company will strengthen the management of baijiahao, give full play to the enthusiasm of the company's management personnel, ensure the effective control of baijiahao, realize the complementary advantages and effective coordination of the company's existing businesses and resources, and reduce the integration risk. In addition, some external environmental risks, macro policy risks and industry development risks may also lead to the expected investment benefits. Please pay attention to investment risks.
1、 Transaction overview
On December 26, 2021, the company held the seventh meeting of the seventh board of directors and the fifth meeting of the seventh board of supervisors, The Chinese mainland has passed the motion on the acquisition of some trademarks of TBH GLOBALCO., LTD and the acquisition of 100% stake in Bai Jia Hao (Shanghai) Fashion Co., Ltd.: it agreed that the company purchased TBH GLOBALCO. with its own capital of 330 million yuan, and LTD registered some trademarks registered in the mainland and Hongkong Special Administrative Region. (including 78 trademarks such as basic house, mindbridge and Jucy Judy, hereinafter referred to as "the subject trademark", and the subject trademark and the subject company are hereinafter referred to as "the subject of the transaction"), as well as the acquisition of 100% equity of baijiahao from baijiahao Hong Kong Co., Ltd. with its own capital of 180 million yuan. The independent directors expressed their independent opinions on the proposal.
According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of counterparty
1、TBH GLOBALCO., Basic information of Ltd
Company name: TBH globalco, Ltd (hereinafter referred to as "TBH global")
Registration No.: 180111-0346204
Registered address: TBH B / D, 456, bongeunsa RO, Gangnam Gu, Seou, Korea
Legal representative: woo, Jong Wan
Registered capital: KRW 10428409500 (10428409500 won)
Company limited by shares
Date of establishment: January 1, 2000
Business scope: sewing garment manufacturing
2. Basic information of baijiahao Hong Kong Co., Ltd
Company name: TBH Hong Kong Limited
Company type: limited company (body Corporation)
Registered address: unit 1101, 11 / F, enterprise square, tower 1, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong
Registered capital: RMB 204897622.01 (RMB 204897622)
Legal representative: woo, Jong Wan
Business scope: Investment Holdings
3、 Basic information of the transaction object
(i) Basic information of the subject trademark
TBH GLOBAL registered BASIC HOUSE and Mind registered in the Chinese mainland and the Hongkong Special Administrative Region
A total of 78 trademarks, including Bridge, JUCY JUDY, and so on, including 74 trademarks registered in Chinese mainland and 4 trademarks registered in the Hongkong Special Administrative Region. Of which:
Basic house, founded in 2000, is a well-known women's fashion brand in Korea.
Founded in 2003, mind bridge is a well-known clothing brand in South Korea, with both business, leisure and fashion styles. Jucyjudy brand was founded in 2003. It is a well-known clothing brand in South Korea, focusing on girls' style.
（2） Basic information of the target company
1. Basic information
Company name: baijiahao (Shanghai) Fashion Co., Ltd
Unified social credit Code: 91310000765317085g
Address: floor 1, No. 1934, Donglu Road, China (Shanghai) pilot Free Trade Zone
Legal representative: Yu Zhongyu
Registered capital: USD 65.4 million
Company type: limited liability company (sole proprietorship of legal person from Hong Kong, Macao and Taiwan)
Date of establishment: July 30, 2004
Business term: July 30, 2004 to July 29, 2034
Business scope: general items: engaged in all kinds of clothing accessories, shoes and hats, daily necessities, cosmetics, socks, gloves, bags, leather products, textiles, clothing fabrics, clothing related accessories, watches Wholesale, import and export, commission agency (except auction) and retail of glasses (except contact lenses), gold and silver jewelry, jewelry (except rough diamonds and naked diamonds), handicrafts (except cultural relics, ivory and their products), wood products, hardware and electrical appliances, glass products, lamps, building decoration materials (except steel bars and cement) (limited to branch operations), online retail, catering services (limited to branch operations), garment entrusted processing, corporate image planning and consulting, convention and exhibition services, general cargo storage services (excluding projects requiring license and approval such as hazardous chemicals), China Road General cargo transportation agency (except waterway cargo transportation agency), and trademark agency. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
2. Ownership structure
Name of shareholder subscribed amount (USD 10000) contribution proportion (%)
TBH Hong Kong Limited6,540.00100. 00
3. Key financial data
According to the financial statements and audit report of baijiahao (Shanghai) Fashion Co., Ltd. for 2020 and January September 2021 (Zhong Hui Zi (2021) No. 08935) issued by Zhonghua Certified Public Accountants (special general partnership), the main financial data of baijiahao of the subject company are as follows:
Unit: RMB 10000
December 31, 2020 September 30, 2021
Total assets 82929.2890093.04
Total liabilities 109465.12123912.98
Net assets -26535.85-33819.94
Project 2020 January September 2021
Operating income 133705.3196618.99
Total profit -17414.26-6674.79
Net profit -18259.18-6675.13
4. Other situations
After the acquisition, the target company will become a wholly-owned subsidiary of the company and be included in the scope of the company's consolidated statements. The target company is not a dishonest executee. The target company does not provide guarantee or financial assistance to others. After the transaction is completed, it does not provide financial assistance to the counterparty in the form of operating capital transactions.
（3） Valuation of the subject matter of the transaction
1、 According to the valuation report of Nanji E-Commerce Co.Ltd(002127) proposed acquisition of some trademark intangible assets held by TBH Global Co., Ltd. (Zhongshui Zhiyuan ACR Zi [2021] No. 020093) issued by Zhongshui Zhiyuan Assets Appraisal Co., Ltd. on December 20, 2021, after valuation, on the benchmark date of September 30, 2021, on the premise of meeting the relevant assumptions listed in this valuation report, Nanji E-Commerce Co.Ltd(002127) The relevant trademarks registered in the Chinese mainland and the Hongkong Special Administrative Region are valued at 338 million 37 thousand and 900 yuan for the acquisition of TBH GLOBAL CO. and LTD.
2、 According to the appraisal report on equity valuation project of Nanji E-Commerce Co.Ltd(002127) proposed acquisition of baijiahao (Shanghai) Fashion Co., Ltd. (Zhongshui Zhiyuan appraisal Zi [2021]) issued by Zhongshui Zhiyuan Assets Appraisal Co., Ltd. on December 20, 2021 No. 020094): after valuation, on the benchmark date of September 30, 2021, the value of all equity of baijiahao shareholders is estimated to be -295311300 yuan. According to the decision of baijiahao's executive director on December 17, 2021, the dividend payable to TBH Hong Kong Limited listed in the balance sheet on the benchmark date of September 30, 2021 was reversed and the dividend distribution was cancelled. After considering the influence of this factor, the value of all equity of baijiahao's shareholders was estimated to be 324688700 yuan.
4、 Pricing policy and basis of transaction
The transaction price refers to the valuation report of Nanji E-Commerce Co.Ltd(002127) proposed acquisition of some trademark intangible assets held by TBH Global Co., Ltd. (Zhongshui Zhiyuan ACR Zi [2021] No. 020093) and the valuation report of equity valuation project of Nanji E-Commerce Co.Ltd(002127) proposed acquisition of baijiahao (Shanghai) Fashion Co., Ltd. issued by Zhongshui Zhiyuan asset evaluation Co., Ltd. on December 20, 2021 (Zhongshui Zhiyuan ACR Zi [2021] The valuation of the investment value of the subject trademark and the subject company on the valuation base date listed in No. 020094), taking into account the actual situation of the subject trademark and the subject company, and after friendly negotiation between the parties, the purchase price of the subject trademark is RMB 330 million and the purchase price of 100% shares of the subject company is RMB 180 million. The transaction price is fair and there is no damage to the interests of the company and its shareholders.
5、 Main contents of transfer agreement
(i) I. trademark ownership transfer agreement
Transferee: Nanji E-Commerce Co.Ltd(002127)
Transferor: TBH globalco, LTD
Target company: baijiahao (Shanghai) Fashion Co., Ltd
Target equity: baijiahao Hong Kong Co., Ltd. will 100% of the equity of the target company it holds
Target trademarks: registered trademarks of BASIC HOUSE, Mind Bridge, JUCY JUDY in Chinese mainland and Hongkong Special Administrative Region
Article 1 assignment
1.1 in compliance with the provisions of this agreement, the transferor agrees to transfer all the target trademarks listed in Annex I to the Chinese mainland, the Hongkong Special Administrative Region and the Macao Special Administrative Region (hereinafter referred to as the "target area") to the transferee at once (hereinafter referred to as the "trademark transfer"), and the transferee agrees to grant the target trademarks.
This trademark transfer is a paid and permanent trademark transfer. Trademark name, trademark pattern, approved goods or products of the target trademark
