Announcement Of The 51% Stake In The Acquisition Of Shoe Shoe Network Technology Co., Ltd.

Stock Code: 603555 securities abbreviation:

Announcement number: pro 2016-69

Bond Code: 122346 bond short: 14 bird of honor

Limited by Share Ltd announcement on the 51% stake in the acquisition of shoe shoe Network Technology Co., Ltd.

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

Important note:

Name of investment target:

51% equity interest

Amount of investment: 382 million 500 thousand yuan

Special risk hints: there are risks of goodwill impairment, market competition risk, synergy risk in post merger integration process. Please read the sixth part of this announcement, risk analysis of foreign investment.

I. overview of foreign investment

In order to promote the company's layout of sports shoes and clothing line, through the integration and optimization with the current offline channels of the company, realize the layout of multi brand, multi market and multi-channel, and further promote the upgrading of the company's sports industry operation strategy, the company intends to invest 38250 million yuan to acquire the 51% stake of Xu Song shoes,, Tang Xinye, Han Buyong, Lin shentin's famous shoe store network technology Co., Ltd. (hereinafter referred to as the "shoe store").

The paction has been considered and approved by the company at the twenty-third meeting of the second board of directors in August 26, 2016.

The foreign investment does not constitute a related paction, nor does it constitute a major asset reorganization item stipulated in the management measures for the major asset reorganization of listed companies, and it does not need to be submitted to the shareholders' meeting for consideration.

Two, the basic situation of the investment agreement body

Mr. Xu Songmao: male, born in 1963, with a Chinese nationality and a bachelor's degree. His residence is South Park Road, Siming District, Xiamen.

This is the chairman and CEO of the shoe shoe network technology limited company. He is also the chairman of Eide (Fujian) Investment Co., Ltd., the chairman of Xiamen aide shoe industry Co., Ltd., the chairman of Xiamen aodsheng Footwear Co., Ltd., executive director of Xiamen Dingxing embroidery industrial Limited by Share Ltd, executive director of Quanzhou Deyu shoe industry Co., Ltd., Xiamen Xun excellent investment management partnership (limited partnership) executive partner and Xiamen Zhong Xun test technology Limited by Share Ltd chairman.

The registered address of Ed (Fujian) Investment Co., Ltd. is the 543 room of Chuang Chuang Chuang Chuang Chuang Chuang, Xiamen torch high tech Zone. The registered capital is RMB 60 million. It is mainly engaged in the export business of investment and footwear products. The registered address of Xiamen Xun Xun de detection technology Limited by Share Ltd is the 6 floor of Xiamen Fire Torch hi tech Zone (Xiangan) Industrial Zone, 886 dragon road two, and its registered capital is 15 million yuan, which is mainly engaged in testing business.

Mr. Huang Jinbu: male, born in 1969, born in China, with a Chinese nationality and a bachelor's degree. His residence is areca Xili, Siming District, Xiamen.

He is currently the director of the famous shoe store network technology Co., Ltd., director of Xiamen aide Footwear Co., Ltd., director of ED (Fujian) Investment Co., Ltd., director of Xiamen odsson Footwear Co., Ltd., vice president of Xiamen Dingxing embroidery industry Limited by Share Ltd, general manager of Quanzhou Deyu shoes limited company, and director of Xiamen Zhong Xun test technology Limited by Share Ltd.

Mr. Tang Xinye: male, born in 1973, born in China. He has a Chinese nationality and a bachelor's degree. His residence is Xiamen international villa.

He is currently the director of the shoe shoe Network Technology Co., Ltd., director of Xiamen Eide Footwear Co., Ltd., director of ED (Fujian) Investment Co., Ltd., director of Xiamen odsson Footwear Co., Ltd., vice president of Xiamen Dingxing embroidery industry Limited by Share Ltd, vice president of Quanzhou Deyu shoe limited company, director of Jane Pacific Polytron Technologies Inc, and director of Xiamen Zhong Xun test technology Limited by Share Ltd.

Mr. Han Buyong: male, Chinese nationality, residence is two miles east of Canghu lake, Haicang District, Xiamen. Currently, director of shoe shoe Library Network Technology Co., Ltd., chairman of Jane Technology Co., Ltd., chairman of Xiamen Network Technology Co., Ltd., chairman of Xiamen Rui LAN investment partnership (limited partnership), chairman of flying bar (Xiamen) Investment Co., Ltd., chairman of Dart (Xiamen) Technology Co., Ltd.

Mr. Lin Shaoting: male, Chinese nationality, domicile is areca Xili, Xiamen Siming District, currently executive director and general manager of Xiamen Golden Guide Education Consulting Co., Ltd.

The board of directors of the company has made it necessary to deal with the basic situation of the parties involved in the paction and the ability to perform the paction.

Due diligence, there is no other relationship between the company and the trading parties in terms of property rights, business, assets, claims, debts and personnel.

Three, the basic situation of investment targets

(1) the basic situation of the underlying company

Company name: name shoe Library Network Technology Co., Ltd.

Date of establishment: October 31, 2008

Registered capital: 100 million yuan

Type of enterprise: limited liability company

Residence: District B, 3 floor, Wanshan 1 building, 78 Huli Avenue, Huli District, Xiamen.

Legal representative: Xu Songmao

Actual controller: Xu Songmao

The main business scope is: 1. Computer software and hardware development, production, sales and system integration; network technology, network engineering and integrated intelligent system development, production and application; 2, wholesale and retail or online sales:

Clothing, shoes and hats, clothing, daily necessities, sports fitness equipment, needle textiles, computer hardware and software and accessories, electronic products.

After the acquisition, the board of directors arranges: after the completion of the acquisition, the board of the shoe store is composed of 5 members, of whom 3 directors are appointed, and the shareholders of the shoe library can nominate 2 directors.

(two) ownership structure

1, the name of the shoe store now.

The structure is as follows:

Serial number of shareholders name (10000 yuan) equity ratio (%)

1 Xu Song Mao 351235.12

2 yellow progress 263326.33

3 Tang Xin Ye 263326.33

4 Han Bu Yong 111111.11

5 Lin Ting Ting 1111.11

Total 10000100

2. After the completion of the acquisition, the structure of the shoes store is as follows:

Serial number of shareholders name (10000 yuan) equity ratio (%)

1 5100 birds 51

2 Xu Song Mao 1720.88 17.21

3 yellow progress 1290.17 12.90

4 Tang Xin Ye 1290.17 12.90

5 Han Bu Yong 544.39 5.44

6 Lin Ting Ting 54.39 0.54

Total 10000100

3. Business situation

The famous shoe store has entered the electric business field since 2008, and is the earliest online retailer in China.

After the industry's full competition and shuffle, the shoe store has been polishing and precipitating unique network operation capabilities and developing into the leading industry leisure and leisure equipment network retailer. Its business mainly includes two parts: one is selling itself through the electronic business platform, the other is providing two generation service for Brand Company.

The business model of self marketing is the establishment of a famous shoe store on its own vertical platform, WWW.S.CN shoes website, as well as Tmall and Jingdong.

Purchase international first-line sports and leisure brand products, integrate resources such as warehousing, logistics, shops, customers and so on.

The retail price of a commodity sells quickly, and the profit is derived from the difference between the selling price and the purchase cost.

The famous shoe store adopts a multi brand and one-stop strategy to satisfy consumers' pursuit of authentic, fast and convenient shopping experience. At the same time, online sales of more than 20 fashionable sports leisure brands such as new brun, Cage, Arthur, DC, PUMA and so on.

In 2013-2014, the shoe store was rated as the "e-commerce demonstration enterprise" of the Ministry of Commerce.

The business mode of generation operation is to provide the overall solution of online retail operation for sportswear and apparel brands, and to make profits through providing e-commerce service operation service and collecting service fees for sportswear and apparel brands.

At present, the famous shoe store has already co operated the brand of Lining, UMBRO, AKP and so on.

The famous shoe store has been playing the network retail operation experience which has been formed for many years, greatly enhanced the online sales performance of the generation operation brand, enhanced the brand image, and attracted the attention of many brands in the industry. This has become the second fast growing business module of the shoe store after its own business, and constitutes an important source of profit for the company.

4. Financial situation

Financial situation of first shoe store in recent year (Unaudited):

December 31, 2015 (10000 yuan) July 31, 2016 (10000 yuan)

Total assets 12040.58 35018.67

Net assets 3688.56 33973.87

2015 (10000 yuan) 2016 1-7 months (10000 yuan)

Operating income 34454.34 18773.78

Net profit 2473.64 1168.81

Four. Main contents of foreign investment contracts

Party A: Limited by Share Ltd

Party B: name shoe Library Network Technology Co., Ltd.

C 1: Xu Songmao

C 2: Huang Jinbu

C 3: Tang Xinye

C 4: Han Buyong

C 5: Lin Shaoting

First, the implementation plan of this paction.

1.1 with the consensus of all parties, Party A will be granted within 30 working days from the date of signing the agreement.

The company has a 51% stake in the underlying company and enjoys the corresponding shareholders' rights.

The parties shall pfer the shares of the underlying company to Party A under the following table:

The proportion of capital contribution pferred to the target company (%)

C 1

1791.12 17.91

C 2

1342.83 13.43

C 3

1342.83 13.43

C 4

566.61 5.67

C 5

56.61 0.57

Total

510051

1.2 the price of this paction.

According to the evaluation of the value of the base day assessed by Party A, an appraisal body of securities and futures qualification, which is appraised by Party A, and the evaluation report issued by Party A is confirmed by Party C, the assessment value of Party B on the base date is 7.55 billion yuan.

Party A and Party C, based on the aforementioned evaluation values, have negotiated the 51% equity price of the target company by 382 million 500 thousand yuan.

1.3 delivery of the paction

Party A shall, within 30 days from the date of the entry into force of this agreement, the value amount (before tax) listed in the following form, after the deduction of the personal income tax payable by the Party C, to the bank account designated by the Party C (Annex 1 of this Agreement) to remit the opposite price of the paction, and the specific amount of the price paid to the parties by the parties to the Party C (pre tax) is as follows:

Party C shall obtain the total consideration price (10000 yuan).

The first consideration price (10000 yuan)

Second period consideration price (10000 yuan)

Third period consideration price (10000 yuan)

Fourth period consideration price (10000 yuan)

C 1

13433.40 1756 1756 1861.36 8060.04

C 2

10071.23 1316.50 1316.50 1395.49 6042.74

C 3

10071.23 1316.50 1316.50 1395.49 6042.74

C 4

4249.58 555.50 555.50 588.83 2549.75

C 5

424.58 55.50 55.50 58.83 254.75

Total

38250 5000 5000 5300 22950

Party A agrees and confirms that Party A shall pay to Party C within 5 working days from the date of signing this agreement.

The first paction consideration listed in article 1.3 is within 5 working days after the completion of the first paction consideration.

The parties of the Hong Kong side pay the second stage paction consideration. They will pay the third party paction consideration to the parties in the 5 working days after the completion of the second phase paction price consideration. The fourth period paction consideration will be paid to the parties in 5 within third working days after the completion of the third phase paction consideration.

Party A shall, within fifteen working days after remittance of all the consideration specified in this agreement to the bank account specified by the company, Party B shall be responsible for changing the holder of the underlying equity in Party A to the party in charge of the Administration for Industry and commerce.

Party A and Party C shall cooperate with Party B in corresponding industrial and commercial registration.

The second unauthorized profits of the previous year and the self assessment base date to the profit and loss parties on the completion date of the paction confirm that, if the paction is completed, subject to the other terms of this agreement, all the undistributed profits formed by the subsidiaries within the limits of the date of completion of the contract and their consolidated statements shall be shared by the new and old shareholders.

The parties confirm that Party A and Party C should jointly entrust the audit institutions to conduct a special audit of the profits and losses of the subsidiaries of Party B and their consolidated statements during the date of completion of the paction after the completion date of this paction. If the proceeds are enjoyed by Party A and the Party C in proportion to the capital contribution, if there is any loss, the party shall make compensation to Party B in cash within 10 days from the date of the formal audit report issued by the audit institution.

The formula for calculating the amount of compensation made by Party C to Party B under this amount shall be as follows:

The amount of compensation made by the parties should be compensated.