Securities code: 002291 securities abbreviation: Saturday Co.Ltd(002291) Announcement No.: 2021-007 Saturday Co.Ltd(002291)
Announcement on the proposed transfer of equity 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.
Special tips:
1. Saturday Co.Ltd(002291) (hereinafter referred to as the "company" or "listed company") intends to transfer the equity of its wholly-owned subsidiary Foshan Saturday Co.Ltd(002291) Shoes Co., Ltd. (hereinafter referred to as " Saturday Co.Ltd(002291) shoes"), and intends to determine the transferee through public listing or commercial negotiation.
2. At present, the transferee and the final transaction price have not been determined, so there is still uncertainty whether the transaction can be successfully completed.
3. After the transaction price is determined, the transaction needs to be submitted to the board of directors of the company for deliberation and to the general meeting of shareholders of the company (if required by the decision-making procedure). There is uncertainty in matters related to the transfer of assets. Please pay attention to the investment risk.
4. This transaction is not expected to constitute a major asset restructuring.
1、 Transaction overview
In order to further promote the company's business strategy and finally realize the transformation to the "light" asset operation mode focusing on brand management and supply chain management, the company plans to integrate the company's footwear sales related businesses and assets through Foshan Saturday Co.Ltd(002291) Footwear Co., Ltd., except for footwear business trademarks. After the integration is completed, the company plans to transfer 100% equity of Saturday Co.Ltd(002291) footwear, a wholly-owned subsidiary.
The transaction price will be determined by reference to the audit and evaluation results of Saturday Co.Ltd(002291) shoe industry. At present, the follow-up audit and evaluation work has not been completed. After the transaction price is determined, the transaction needs to be submitted to the board of directors of the company for deliberation and submitted to the general meeting of shareholders of the company (if necessary for decision-making procedures). The company will timely disclose relevant information according to the follow-up progress.
2、 Basic information of the counterparty
3、 Basic information of transaction object
(I) Saturday Co.Ltd(002291) basic information of shoe industry
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)
Shareholders: the company holds 100% of its equity.
Upon inquiry, Saturday Co.Ltd(002291) shoes industry is not the person subject to execution for dishonesty.
Unit: 10000 yuan
Main financial indicators December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 7780.68 12613.87
Total liabilities 9664.96 17519.90
Total receivables 614.98 967.93
Total amount involved in contingencies (including 0)
Guarantee, litigation and arbitration matters)
Net assets -1884.28 -4906.03
Main financial indicators 2020 (audited) January September 2021 (Unaudited)
Operating income 4814.78 8635.20
Operating profit -789.67 -3027.62
Net profit -710.94 -3021.76
Net cash flow from operating activities 56.91 1189.46
Note: the above financial status is the data before Saturday Co.Ltd(002291) footwear business integration has not been completed.
(III) audit and evaluation
The company will hire an accounting firm qualified to perform securities and futures related businesses to audit the simulated financial statement data of Saturday Co.Ltd(002291) footwear industry (assuming that Saturday Co.Ltd(002291) footwear industry has completed footwear business integration). After the audit is completed, the company will perform the necessary information disclosure obligations in accordance with the relevant provisions of Shenzhen Stock Exchange.
The company will hire an evaluation institution qualified to carry out securities and futures related business to evaluate the equity value of Saturday Co.Ltd(002291) footwear industry after the integration of footwear business. After the evaluation is completed, the company will perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
(IV) ownership
The subject matter of this transaction is 100% equity of Saturday Co.Ltd(002291) shoe industry. Its property right is clear, there is no mortgage, pledge or other third-party rights, and it does not involve major disputes, litigation, arbitration matters related to assets, or seizure, freezing and other circumstances that hinder the transfer of ownership.
(V) limitation of rights
Saturday Co.Ltd(002291) the articles of association and other relevant documents of the footwear industry do not contain any provisions restricting shareholders' rights other than those stipulated by applicable laws and regulations.
(VI) description of other matters
After the completion of this transaction, Saturday Co.Ltd(002291) shoes will no longer be included in the scope of the company's consolidated statements. As of the announcement date, the company did not provide guarantee for Saturday Co.Ltd(002291) shoe industry, entrust Saturday Co.Ltd(002291) shoe industry to carry out financial management, and Saturday Co.Ltd(002291) shoe industry occupied the funds of listed companies. As of September 30, 2021, Saturday Co.Ltd(002291) shoe industry had business transactions and financial assistance with the company. At present, the balance of accounts receivable of the company for Saturday Co.Ltd(002291) shoe industry is 170.655 million yuan.
4、 Main contents of transaction agreement
The company will sign relevant agreements according to the listing results or business negotiation results, and timely perform the obligation of information disclosure according to the transaction progress.
5、 Other arrangements involving transactions
(I) transaction process arrangement
After the equity transfer plan and relevant asset transfer and capital increase plan of the subsidiary company are reviewed and approved by the board of directors and shareholders' meeting of the company, the company starts to increase capital to Saturday Co.Ltd(002291) footwear industry and transfer footwear business, inventory, equity, etc. to the company, and starts the audit and evaluation of relevant subject equity. According to the audit After determining the transaction price, the evaluation results shall be submitted to the board of directors of the company for deliberation and to the general meeting of shareholders of the company (if necessary for decision-making procedures). Within one month after the completion of the above approval procedures, the company will start the process of publicly listing and selling the underlying equity.
(II) land lease
The company's equity sale does not involve land lease.
(III) description of transactions that may occur after the completion of the transaction
After the transfer is completed, Saturday Co.Ltd(002291) footwear industry will undertake the company's footwear sales business and related assets. 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.
(IV) purpose of proceeds from asset sale
The proceeds from the sale of assets of the company will be used to supplement the working capital of the company.
6、 Purpose of transaction and impact on the company
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.
This transaction will further optimize the company's industrial structure and asset allocation, effectively reduce the company's asset liability ratio, improve the company's operating cash flow, further improve the operation quality and operation efficiency, enhance the company's sustainable profitability, sustainable development ability and core competitiveness, improve the return on investment of shareholders and continue to create more value for shareholders.
7、 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
