George White's Foreign Investment Announcement
All members of the company and the board of directors guarantee the authenticity, accuracy and completeness of the information disclosure. There is no false record, misleading statement or major omission.
I. overview of foreign investment
1. Introduction of foreign investment progress
Zhejiang Georges white dress Limited by Share Ltd (hereinafter referred to as "company" or "our company") signed the agreement on the transfer of shares in November 19, 2014 with Mr. Lin Shouwang, the shareholder of Qujing Hao Xiang Garments Co., Ltd. (hereinafter referred to as "Hao Xiang clothing"). In November 28, 2014, the company and Mr. Lin Shouwang formally signed the "equity transfer agreement" in Pingyang County, Zhejiang province. The company was allowed to own 60% stake in Hao Xiang clothing with its own capital, and the amount of share transfer transaction was negotiated by the two sides for 36 million 600 thousand yuan.
2. Vote on the motion considered by the board of directors.
The fourth session of the fifteenth meeting of the board of Directors voted 9 votes, 0 votes, and 0 abstentions. According to the rules of stock listing and articles of association, the foreign investment shall not be submitted to the general meeting of shareholders for approval. After deliberation and approval by the board of directors, the Licensing companies management will handle subsequent related matters.
3, the foreign investment does not constitute related transactions, nor does it constitute a major asset reorganization.
Two, counterparty introduction
Lin Shouwang, male, ID card number: 3303021964********, residence: Zhejiang Wenzhou Lucheng District Nanpu Street Wang garden, assume the legal representative of Hao Xiang clothing, and it does not exist with the company.
Three, the basic situation of investment targets
Name of the company: Qujing Hao Xiang Garments Co., Ltd.
Registration number: 530300100034440
Residence: Qujing three Yuan Road and the southeast side of the intersection of cuihe road.
Legal representative: Lin Shouwang
Registered capital: Wu Qian Wan Yuan
Paid capital: Wu Qian Wan Yuan
Company type: natural person funded limited liability company
Date of establishment: March 18, 2013
Business term: from March 18, 2013 to March 18, 2033.
Scope: clothing and accessories production, sales, hardware and electrical appliances, daily general merchandise, needle textiles, leather fur feather products sales. (above) business scope involves special examination and approval stipulated by national laws and administrative regulations, and business activities are carried out according to approved items and time limits.
Hao Xiang costume is a limited liability company jointly established by Lin Shouwang, Qian Renchong and Yang Jianguo in March 18, 2013. As of August 31, 2014, Hao Xiang's registered capital was 50 million yuan, of which Lin invested 44 million yuan, accounting for 88%; Qian Ren Hong invested 3 million 500 thousand yuan, accounting for 7%; Yang Jianguo contributed 2 million 500 thousand yuan, accounting for 5%.
The two sides confirmed that the audited and assessed results of the financial statements of Ho Hsiang garments as of August 31, 2014 (or 2014 1-8 months) by Lixin Accounting firm and Beijing Asia super Asset Appraisal Co., Ltd. are as follows:
Four, the main contents of the equity transfer agreement
1. Equity transfer and entry into force of the agreement
Mr. Lin Shouwang agreed to transfer his 60% stake in Hao Xiang garments to the company on the basis of the agreement. The company agreed to buy Mr. Lin Shouwang's 60% stake in Hao Xiang garments, which is currently held by the agreement.
This agreement has been approved by the fifteenth meeting of the Fourth Board of directors of the company.
2, transaction price determination and payment method.
The company pays its share purchase and transfer payment to Lin Chao Wang with its own funds. In November 20, 2014, the company paid a deposit of 30 million yuan for the transfer of shares to Mr. Lin Shouwang. The deposit was automatically converted into the first equity transfer fund after the agreement came into effect. In accordance with the agreement, the company will pay the remaining share transfer amount of 6 million 600 thousand yuan within 5 days after the agreement comes into effect.
Mr. Lin Shouwang should complete the following matters such as the registration of industrial and commercial changes and so on within 20 days after receiving the above 6 million 600 thousand share transfer rights, and complete the target stock option settlement. The tax involved in this share change is borne by Mr. Lin Shouwang, including, but not limited to, personal income tax and other expenses.
3, profit and loss during the period
The income or loss of Hao Xiang clothing from the base date of assessment (August 31, 2014) to the date of delivery of the target stock shall be enjoyed or assumed by the company.
4. Related assets and debt handling principles
For the liability of Ho Xiang clothing before the date of the delivery of the target stock, the loss or liability of Ho Xiang clothing shall be borne by Mr. Lin Shouwang after the completion of the completion of the target stock transaction, and the losses or debts shall be borne by Mr. Ho and the losses suffered by the company including, but not limited to, the recovery expenses.
5. Post issue
In order to safeguard the legitimate rights and interests of all parties, Mr. Lin Shouwang undertakes the following commitments in the transitional period and guarantees the following:
5.1, without the written consent of the company, it is not allowed to make a new decision to grant Hao Xiang costumes to provide guarantees for the third party, so as to ensure that ho Xiang clothing does not generate new guarantee and other possible liabilities.
5.2, without the written consent of the company, eliminate any matter except for force majeure, which may lead to the loss and impairment of Ho Xiang clothing assets.
5.3. If there are significant loans (more than 1 million yuan), major business payment (more than 1 million yuan), non operating payment, foreign investment, distribution profit and asset changes (including but not limited to asset purchase, sale, replacement), we should notify the company before the occurrence and obtain the written consent of the company.
5.4. From the base date of assessment to the date of delivery of the target stock, the debts and liabilities of Ho Ho Xiang clothing, such as Mr. Lin Shou Wang, who did not need to notify the company in advance, and obtain the consent of the company, should be borne by Mr. Lin Shouwang.
Five. Outbound investment The purpose, the risks and the impact on the company.
In view of the fact that in recent years, with the increase of labor costs and the shortage of resources in the eastern region, the company has become a labor-intensive enterprise mainly based on production and sales of professional clothing. Recruitment difficulties have become an urgent problem. Therefore, the company plans to transfer the capacity reasonably and orderly to the central and western regions of China. At present, the company's orders have increased compared with the previous year, and the capacity is relatively tight.
Since the commissioning of Hao Xiang clothing, production technology has gradually matured. Due to insufficient start-up capacity, production capacity has not yet been fully released. Our company intends to further improve the production capacity and strengthen the control and management of the production process through the acquisition of Ho Xiang clothing control rights. Through this acquisition, the two companies can achieve full utilization of resources and complementary advantages, which in the long run will help enhance the company's business performance.
This external investment is based on the company's own funds. This investment will not have a significant impact on the company's financial position and operating results in the short run.
This external investment has risks of macroeconomic changes, market development and future management of garment industry. Investors should pay attention to risks.
Six. Reference documents
1, resolution of the fifteenth session of the Fourth Board of directors of the company;
2. Equity transfer agreement;
Notice hereby.
Zhejiang Georges white dress Limited by Share Ltd
Board of directors
December 1, 2014
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