Securities code: 600828 securities abbreviation: Maoye Commercial Co.Ltd(600828) No.: Lin 2022-003 Maoye Commercial Co.Ltd(600828)
About not participating in the 100% equity transfer of Shenyang Commercial City Department Store Co., Ltd
Announcement of related party transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content note: Maoye Commercial Co.Ltd(600828) (hereinafter referred to as “the company”, “the company” and ” Maoye Commercial Co.Ltd(600828) “) received a letter from the controlling shareholder of the company, Shenzhen Maoye Commercial Building Co., Ltd. (hereinafter referred to as “Maoye commercial building”) on January 6, 2022, Maoye commercial building recommended the company to participate in the transaction of transferring 100% equity of Shenyang Commercial City Department Store Co., Ltd. (hereinafter referred to as “commercial city department store”), a wholly-owned subsidiary of Shenyang Commercial City Co.Ltd(600306) (Stock Code: 600306, hereinafter referred to as “commercial city department store”) (hereinafter referred to as “this equity transfer”). After careful consideration, the board of directors of the company decided not to participate in the equity transfer for the time being. The abandonment of this equity transfer constitutes a related party transaction of the company, but does not constitute a major asset reorganization under the measures for the administration of major asset reorganization of listed companies. As of this connected transaction, the amount of connected transactions between the company and the same connected person in the past 12 months is about 207.1 million yuan (excluding this one). According to the order of deliberation and decision-making, It includes the supplementary agreement on the equity transfer agreement for the acquisition of 100% equity of Chongqing Maoye Department Store Co., Ltd., the supplementary agreement on the share transfer agreement for the acquisition of 97.31% shares of Taizhou first Department Store Co., Ltd., the entrusted sales agreement signed successively with the controlling shareholder or related parties from April 2021 to this transaction Agreement on the settlement and use of maolehui applet platform, agreement on the use of maomosaic plus applet platform, network promotion service contract, agreement on water and electricity charges of Shennan store of Maoye department store
1、 Overview of related party transactions
The company received a letter from the controlling shareholder Maoye commercial building on January 6, 2022. In view of the commercial city’s intention to sell its 100% equity of the commercial city department store, according to the commitment letter on avoiding horizontal competition issued by Maoye commercial building in June 2015, if there are business opportunities that are the same as or similar to the main business of Maoye Commercial Co.Ltd(600828) and the company controlled by Maoye Commercial Co.Ltd(600828) , Maoye commercial building will give priority to Maoye Commercial Co.Ltd(600828) and its controlled companies. As the main business of the department store in the commercial city and the main business of Maoye Commercial Co.Ltd(600828) are department store retail business, Maoye commercial building, as the controlling shareholder of the company, hereby recommends to the company to participate in the above equity transfer transaction and asks the company to consider whether to participate.
For the above-mentioned letters, according to the analysis and sorting of the company’s relevant resources, the company’s management radius cannot cover the three northeastern provinces for the time being. Therefore, according to the actual situation of the company, the board of directors of the company decided not to participate in the equity transfer after careful consideration. The board of directors of the company believes that giving up participation in this equity transfer will not affect the normal operation of the company.
In view of the fact that the seller commercial city of this equity transfer has been controlled by the same actual controller as the company in the past 12 months, according to the requirements of the Listing Rules of Shanghai Stock Exchange, the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange and the regulatory Q & A on information disclosure of listed companies (phase II), giving up participation in this equity transfer constitutes the related party transactions of the company.
On January 11, 2022, the company held the 51st meeting of the 9th board of directors, which deliberated and adopted the proposal on not participating in 100% equity transfer and related party transactions of Shenyang Commercial City Department Store Co., Ltd. with 3 affirmative votes, 0 negative votes and 0 abstention. Related directors Gao Hongbiao, Tony Huang, Zhong Pengyi, Lu Xiaojuan, Zhao Yuguang and Yu Guanghua avoided voting.
2、 Basic information of related parties
(I) introduction to relationship
The former actual controller of the commercial city is Mr. Huang Maoru, who is the same actual controller as the company. According to the Listing Rules of Shanghai Stock Exchange and the guidelines for the implementation of related party transactions of companies listed on Shanghai Stock Exchange, the commercial city is the company
(II) basic information of related parties
Name: Shenyang Commercial City Co.Ltd(600306)
Legal representative: Chen kuazhu
Main business scope: China’s general commercial trade (licensed operation is required for state exclusive, exclusive and specially controlled commodities); House and site leasing; Labor services, warehousing and transportation services; Advertising business (operated by branches); Prepackaged food, bulk food (valid until September 4, 2011), alcohol, cigarettes and cigars. Registered capital: RMB 178.14 million
Registered address: No. 212, Zhongjie Road, Shenhe District, Shenyang City, Liaoning Province
Main financial data of the latest year and another period: (unit: 10000 yuan)
December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 132701.90 138782.93
Net assets -23282.95 -24994.85
2021.1.1-2021.9.30 in 2020
(audited) (Unaudited)
Operating income 19192.69 10902.81
Net profit -14912.21 -5833.30
3、 Basic information of transaction object
Name: Shenyang Commercial City Department Store Co., Ltd
Nature of enterprise: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered address: No. 212, Zhongjie Road, Shenhe District, Shenyang
Legal representative: Chen kuazhu
Registered capital: 870384772 yuan
Business scope: clothing, shoes and hats, leather, knitwear and textiles, cosmetics, luggage and leather goods, watches and glasses, gold and silver jewelry and accessories, household goods, hardware and electrical materials, household appliances, electronic products, toys, furniture, flowers, office supplies, daily necessities, sporting goods, sports equipment, arts and crafts (excluding ivory and its products, excluding cultural relics), pet food supplies Wholesale and retail of primary Shenzhen Agricultural Products Group Co.Ltd(000061) , aquatic products, ice skating rink management services, self support and agency of import and export of various commodities and technologies, except for commodities and technologies that are limited or prohibited by the state, house and venue leasing, warehousing services (excluding dangerous chemicals), exhibition and conference services, enterprise management consulting, enterprise marketing planning services Business information consulting, designing, producing, acting and publishing all kinds of advertisements at home and abroad.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
Main financial data of the latest year and another period (Unaudited): (unit: 10000 yuan)
December 31, 2020 September 30, 2021
Total assets 112633.93 127160.09
Net assets 77780.38 81514.86
2021.1.1-2021.9.30 in 2020
Operating income 3951.02 4714.66
Net profit -3208.99 -278.36
Note: in 2020, the mall transferred some assets and liabilities owned by the parent company, including middle street stores, to the mall department store. The assets and businesses corresponding to the middle street stores in the commercial city are reflected in the financial statements of the parent company of the commercial city before the completion of asset transfer, and in the financial statements of department stores in the commercial city after the completion of asset transfer. The operating revenue and net profit data of mall department stores in 2020 in the above table do not include the revenue and profit reflected in the parent company’s statements before the transfer is completed.
4、 Impact of not participating in this equity transfer on the company
The company does not participate in this equity transfer, which will not change the scope of the company’s consolidated statements, have no adverse impact on the company’s sustainable operation ability, profit and loss and asset status, and have no impact on the company’s operational independence. 5、 Review procedures for related party transactions
1. Deliberation by the board of directors
At the 51st meeting of the 9th board of directors held on January 11, 2022, the proposal on not participating in 100% equity transfer and related party transactions of Shenyang Commercial City Department Store Co., Ltd. was deliberated and adopted with 3 affirmative votes, 0 negative votes and 0 abstention. Related directors Gao Hongbiao, Tony Huang, Zhong Pengyi, Lu Xiaojuan, Zhao Yuguang and Yu Guanghua avoided voting. The convening of the meeting meets the requirements of the company law and the articles of association.
2. Independent opinions recognized and expressed by independent directors in advance and audit opinions of the audit committee
This proposal was reviewed in advance by Zeng Zhigang, Liao Nangang and Tian Yue, the independent directors of the company, who believed that we recognized the relevant contents of the proposal on not participating in 100% equity transfer and related party transactions of Shenyang Commercial City Department Store Co., Ltd., which was clear and standardized, and agreed to submit the proposal to the 51st meeting of the ninth board of directors for deliberation. The independent opinions are as follows: according to the analysis of relevant resources of the company, the management radius of the company cannot cover the three northeastern provinces for the time being. Therefore, according to the actual situation of the company, the company will not participate in the equity transfer temporarily, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders; When the board of directors deliberated the proposal, the related directors have avoided voting in accordance with relevant regulations. The deliberation and voting of the proposal by the board of directors comply with relevant laws, regulations and the articles of association, and we voted for it.
The audit committee of the 9th board of directors of the company issued a written audit opinion on this connected transaction and agreed to submit this proposal to the board of directors of the company for deliberation.
It is hereby announced
Maoye Commercial Co.Ltd(600828) board of directors
January 12, 2002
