Securities code: 002291 securities abbreviation: Saturday Co.Ltd(002291) Announcement No.: 2021-006 Saturday Co.Ltd(002291)
Announcement on asset transfer and capital increase of wholly-owned subsidiaries
The company and all members of the board of directors guarantee that the information disclosed is true and accurate
Accurate and complete, without false records, misleading statements or major omissions.
1、 Overview of this transfer of assets and capital increase
In recent years, as China's economy has entered the "new normal", the economic growth has slowed down, the competition in traditional industries is fierce, the traditional business channels and models have been fiercely impacted by new business formats and models, and the retail market of consumer goods is facing a new situation of declining growth and adjustment of development mode. Under the above challenges, since 2015, combined with the experience accumulated over the years, the company has decided to make reforms and breakthroughs in brand construction, sales model and channel construction, gradually determine the new strategic development direction of "building a fashion IP ecosystem", and strive to build a "media and social platform", "fashion IP incubation operation platform" and "fashion IP collection platform", We are determined to create a new retail format of "user centered, data + content driven, and integration of consumption scenarios".
In the process of adjusting the focus of the above business model, the company plans to change the original vertically integrated "heavy" asset operation mode focusing on self owned brands and self owned channels, gradually transform to a "light" asset operation mode focusing on brand management and supply chain management, and integrate the single brand dealer channel through the establishment of Foshan Zhongqi Trading Co., Ltd; Through equity participation, Hangzhou Hongzhen Commercial Co., Ltd., Hangzhou Honghua Commercial Co., Ltd. and Hangzhou Xinyi Commercial Co., Ltd. have respectively undertaken the single brand self operated counter channels of St & SAT, fondberyl, D: fuse and SAFIYA; The company sold Foshan Saturday Co.Ltd(002291) technology R & D Co., Ltd., a wholly-owned subsidiary whose main business is shoe production, and no longer retains the production function.
In recent years, with the increasing fierce impact of the new retail model and the repeated epidemic in some regions since 2020, the company's footwear business income has decreased significantly and continued to suffer losses, which has brought great pressure on the company's operating performance. At the same time, the company has further promoted the company's business strategy to finally focus on brand management In the transformation of "light" asset operation mode of supply chain management, the company focuses on social e-commerce service business in combination with its own characteristics, and plans to sell business related to footwear sales.
In order to cooperate with the transfer of footwear sales business planned by the company, the company plans to implement internal restructuring first, and plans to increase capital to Foshan Saturday Co.Ltd(002291) Footwear Co., Ltd. (hereinafter referred to as " Saturday Co.Ltd(002291) footwear"), a wholly-owned subsidiary, and transfer footwear business, inventory, equity, etc. to the company, except trademarks related to footwear business.
In order to smoothly promote the implementation of the transfer of footwear sales business planned by the company, the general meeting of shareholders is requested to authorize the board of directors to adjust or modify the scope and specific scheme of the assets to be transferred according to the actual situation, and the general meeting of shareholders is requested to authorize the company's management or its authorized personnel to handle the above related business transfer and reorganization, including but not limited to the determination of scheme details Sign relevant transfer agreements, handle capital increase and delivery of relevant transferred assets, etc. This asset transfer and capital increase occurred between the company and its wholly-owned subsidiaries within the scope of merger, did not involve related party transactions, and did not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. This matter needs to be submitted to the general meeting of shareholders for deliberation.
2、 Specific content of asset transfer
(I) basic information of transfer parties
1. Basic information of the demander
Company name: Saturday Co.Ltd(002291)
Unified social credit Code: 914406007417025524
Company type: joint stock limited company (Sino foreign joint venture, listed)
Address: No. 2, Qing'an Road, Guicheng Street, Nanhai District, Foshan City, Guangdong Province
Legal representative: Yu Hongtao
Registered capital: RMB 909841215.00
Business term: July 25, 2002 to no fixed term
Business scope: production and operation of leather shoes, leather products (if there are special national regulations, they shall be handled according to the regulations) and after-sales service. Engaged in the wholesale and retail of footwear, leather products, bags, leather shoes care products, leather materials, clothing, clothing, knitwear and textiles, hats, glasses, arts and crafts (except gold and silver products), daily necessities, daily chemical products and electronic products Import and export and related supporting businesses (commodities not involved in state-owned trade management, commodities involved in quota license management and special regulations management shall be handled in accordance with the relevant provisions of the state). Warehousing services; Information technology services (excluding restrictions). Development, consultation, technology transfer and technical services of shoemaking technology; Retail of sporting goods and equipment; Stationery retail; Retail of jewelry, jewelry and precious metal souvenirs; Specialized wholesale and retail of textiles, clothing and daily necessities; Retail of hardware and hardware products; Retail of ceramics and glassware; Manufacturing and retail of non-alcoholic beverages and refined tea; Wholesale and retail of footwear, leather goods, wool and other care products; Food production and sale (except for license and approval); Wholesale and retail of spices and fragrances; Internet retail; catering; advertising; Trade brokerage and agency. (the above projects do not involve special administrative measures for foreign investment access) (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments.) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Basic information of the transferee
Company name: Foshan Saturday Co.Ltd(002291) Shoes Co., Ltd
Unified social credit Code: 91440605673145159p
Company type: limited liability company (wholly owned by foreign-invested enterprise legal person)
Address: room 104 and 105, workshop of Saturday Co.Ltd(002291) plant, No. 2, Qing'an Road, Guicheng Street, Nanhai District, Foshan City
Legal representative: Zhang Zemin
Registered capital: RMB 10 million
Business term: from January 21, 2008 to no fixed term
Business scope: Wholesale and retail: footwear, leather products, clothing and after-sales service; Import and export of goods (except those prohibited by the state or involving administrative examination and approval); Other warehousing services (excluding pre-approval items of industrial and commercial registration); Information technology consulting services; Other technology promotion services; Retail of sporting goods and equipment (excluding pre-approval items of industrial and commercial registration); Stationery retail; Jewelry retail; Wholesale of textiles, clothing and household goods; Specialized retail of textile, clothing and daily necessities; Hardware retail; Retail of other daily necessities (special retail of ceramics and glassware, special retail of cleaning and cleaning daily necessities); Other beverage and cold drink services; Baked food manufacturing (excluding prohibited and restricted items in the negative list of investment access of enterprises in Foshan); Internet retail (excluding pre-approval items of industrial and commercial registration); Specialized retail of household appliances and electronic products; Retail of Arts and crafts and collectibles (excluding ivory and products); Wholesale of jewelry, handicrafts and collectibles (excluding ivory and products); advertising; Trade agency; Other trade brokers and agents; Retail of watches and glasses; Retail of cosmetics and sanitary products; Wholesale of cosmetics and sanitary products; Retail of health care auxiliary treatment equipment; Wholesale of medical supplies and equipment; Retail of medical supplies and equipment; Wholesale of nutrition and health products; Retail of nutrition and health products; Wholesale of wine, beverage and tea; Retail of wine, beverage and tea; Other food wholesale; Other food retail; Retail of pastries and bread; Retail of tobacco products; Retail of pet food products; Bicycle and other transportation equipment retail.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
3. Relationship between transfer out party and transfer in Party
The transferor is a wholly-owned subsidiary of the transferor, and the transferor directly holds 100% of the equity of the transferor.
(II) transferred assets
As the parent company of Saturday Co.Ltd(002291) footwear industry, the company plans to put its own assets related to footwear sales business into Saturday Co.Ltd(002291) footwear industry by means of capital increase, mainly including footwear business inventory and equity of operating subsidiaries, except trademarks related to footwear business.
(III) transfer base date
The benchmark date of this transfer is December 31, 2021.
(IV) transfer basis
The book net assets determined in the audit report of the company on December 31, 2021 shall be taken as the transfer basis, and the final transfer amount shall be subject to the implementation results.
(V) arrangement of transition period
The changes in net assets from the transfer base date to the actual delivery date of various assets will be adjusted according to the actual situation, and the detailed items of the final transfer shall be subject to the implementation results of the transfer.
(VI) business arrangement after transfer
After the transfer is completed, Saturday Co.Ltd(002291) footwear industry will undertake the relevant businesses and assets of the company's footwear sales business. The company will carry out the brand management of the company's own footwear brand, supervise the business activities, business operation, brand product design and promotion related to the footwear brand, and charge the brand use fee for the authorized object of the brand. 3、 Impact of this asset transfer and capital increase on the company
This asset transfer and capital increase is to cooperate with the transfer of footwear sales business planned by the company, which is an internal restructuring activity of the company. Saturday Co.Ltd(002291) the footwear industry will undertake relevant businesses and assets of footwear sales business to facilitate asset delivery, so as to speed up the process of the company's transfer of footwear sales business. This asset transfer and capital increase will not have an adverse impact on the company's operation and financial status, nor will it damage the interests of the company and shareholders.
4、 Documents for future reference
1. Resolution of the 45th meeting of the 4th board of directors.
It is hereby announced.
Board of directors January 18, 2002
