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Dongguan City Search Clothing Limited By Share Ltd Issued A Notice On Adjusting The Use Of Over Raised Funds

2014/6/29 12:17:00 14

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Dongguan City Limited By Share Ltd Special Clothing Limited By Share Ltd Announcement

> the world's < a target= "_blank" href= "http://www.91se91.com/" > clothing < /a > a target= "_blank" href= "_blank" > shoes "< > hat net" Xiaobian "to introduce the announcement of Dongguan search special clothing Limited by Share Ltd on adjusting the use of over raised funds. 
 Dongguan City special clothing Limited by Share Ltd's announcement on adjusting the use of over raised funds: 
 all members of the company and the board of Directors ensure that the contents of the announcement are true, accurate and complete, and assume responsibility for false statements, misleading statements or major omissions in the announcement. 
 according to the regulations of the Shenzhen Stock Exchange Listing Rules, the guidelines for the standardized operation of small and medium enterprises listed companies on the Shenzhen stock exchange, and the regulatory requirements of listed companies regulation No. second, the regulatory requirements for the management and use of funds raised by listed companies and other related regulations and regulatory documents, in order to raise the efficiency of raising funds and improve the profitability of the company and achieve long-term sustainable development in the future, the company intends to adjust the original use of over 417 million 449 thousand and 800 yuan for the marketing network construction project, and invest in the new business enterprise "a target=" _blank "href=" http://www.91se91.com/ "> dress /a > brand and supplementary company liquidity. The specific situation is as follows: 
 1. The basic situation of the original fund-raising capital investment project 
 March 17, 2011, the 2010 annual general meeting of the company passed the motion on the use of part of the over raised funds to build marketing network. The company plans to use some of the over raised funds of 500 million yuan to build a marketing network nationwide and purchase 8000-18000 square meters of shops, with a period of one year. Since the implementation of the project, the price of commercial real estate in China has been in a high state. However, there are great uncertainties in its development trend. In order to avoid the risk of investment caused by fluctuations in the price of shops, ensure the stability of investment projects and the effectiveness of the use of funds raised, and maximize the interests of the company and all investors, the company is prudent in investing, and accordingly slows down and adjusts the investment progress of the project. The company considered the relevant bills in 2011, 2012 and 2013 at the annual general meeting of shareholders, and adjusted the construction period of the project. 
 as of May 31, 2014, the construction of the marketing network project of the super fund-raising fund is as follows: 
 unit: 10000 yuan .
 two, and the use of adjusted raised funds is less than /strong > /p >
 1 and 200 million yuan are used to invest in newly emerging clothing brand; 
 2 and 217 million 449 thousand and 800 yuan are used to supplement the company's working capital. 
 three, the reason for adjusting the purpose of raising funds is /p >
 1, e-commerce has been developing rapidly in China in recent years, which greatly affects consumer attitudes and consumer behavior, especially for young consumers. It also has a huge impact on the sale of domestic terminal clothing stores. With the vigorous rise of e-commerce consumption wave, a large number of newly emerging e-commerce clothing brands have sprung up in China. By virtue of their profound understanding of e-commerce market and precise market positioning, they have come to the fore in e-commerce clothing market segments, and have grown rapidly and have great vitality. The company fully recognizes the profound changes in the Chinese clothing market, and believes that while continuing to do a good job in the sale of the offline entity stores, the company must seize the first opportunity of the electronic commerce clothing market and implement the new strategy of cooperative development on the line and line of the company. For this reason, the company intends to adjust the fund of 200 million yuan to invest in the newly emerging clothing brand of e-commerce. 
 2, the company continued to improve the company's supply chain management system in 2014, so as to ensure that the goods of terminal stores can be put on the shelves in time. The company's order will therefore be held two to three months ahead of schedule, and the time for procurement, production and warehousing will be correspondingly advanced. In the company's own procurement of raw materials and production outsourcing, the procurement and processing fees for raw materials sold by the company in 2014 will increase substantially. 
 on the other hand, the company is currently exploring the O2O shopping mode. In 2014, the company will strengthen the construction of the mobile Internet business, expand the e-commerce team and increase the online and offline promotion efforts, and the expenditure of the company's electricity supplier construction will increase significantly in 2014. To this end, the company intends to adjust the over raised capital of 217 million 449 thousand and 800 yuan to supplement the company's liquidity. 
 four, the basic situation, feasibility analysis and risk hints of new investment projects 
 1, the basic situation is .
 200 million yuan to invest in emerging e-commerce clothing brand goal is: 3-6 in e-commerce clothing market segments with the leading edge of e-commerce clothing brand. 
 2, feasibility analysis 
 AI consulting data show that the scale of clothing trade in China's online shopping market has increased from 18 billion 100 million yuan in 2008 to 500 billion yuan in 2013, the compound growth rate has reached 105%, the proportion of the total online shopping market has increased from 14% to 27%, and the penetration rate of apparel network channels has exceeded 20%, showing a rapid development trend. With the vigorous development of online shopping, a large number of newly emerging clothing brands have emerged in China. These emerging e-commerce clothing brands, growing up in the tide of online shopping, have a deep understanding of the online consumer market. With the precise market positioning, clear brand concept and excellent network marketing methods, they have sprung up in the online apparel market, and have been growing at a high speed. They occupy a dominant position in the apparel market. But these emerging e-commerce clothing brands also face development difficulties such as small assets, lack of funds, financing difficulties, weak management capabilities and resource integration capabilities. As a clothing company listed in China's garment market for many years, the company has strong financial strength and strong resource integration capabilities. Investing in these emerging apparel brands can complement each other's advantages and lay a solid foundation for the company to implement the new strategy of online and offline business collaborative development. 
 the company will carefully select suitable investment targets, hire professional bodies to do due diligence, fulfill corresponding decision-making procedures, implement strict system design, effectively prevent investment risks, and achieve the company's strategic objectives. 
 3, risk warning 
 changes in the market environment, matching of management capabilities and defects in system design may affect the realization of investment returns and investment objectives. Therefore, the impact of the investment project on the company's future performance is uncertain, so investors should pay attention to investment risk. 
 five, the investment plan of the new investment project 
 new investment projects will adopt a mature one strategy. Each investment in a Brand Company will carry out the corresponding decision-making process and disclose relevant information publicly. 
 six, independent directors, board of supervisors and sponsor organizations have the opinion of adjusting the use of over raised funds /p >
 1, independent director's opinion .
 > according to the great changes in China's < a href= "http://www.91se91.com/news/index_s.asp > > the clothing consumption market < < /a > in recent years, the company has adjusted the situation to adjust the 200 million yuan fund-raising funds to invest in the emerging e-commerce clothing brand, which is conducive to the company's new trend of adapting to the booming development of Internet shopping, and seize the future Internet shopping market opportunities, and realize the new strategy of the company's online and offline business collaborative development, which is conducive to the long-term development of the company, and is conducive to the optimization of the investment revenue and the maximization of shareholders' interests. Therefore, we agree that the company will adjust the 200 million yuan to raise investment funds to invest in emerging e-commerce clothing brands. 
 the company has greatly improved the supply chain management, ordering and purchasing, production, warehousing and other aspects of the time. In 2014, the company purchased raw materials and commissioned processing fees for a substantial increase. At the same time, the company will strengthen e-commerce construction in 2014, and the investment in the construction of e-commerce will also increase significantly. The company will adjust the excess fund raised to 217 million 449 thousand and 800 yuan to supplement the company's working capital, which will help the company reduce its financial cost and enhance its long-term profitability, in line with the relevant laws and regulations and the relevant provisions of the Shenzhen stock exchange. Therefore, we agree that the company will adjust the over raised capital of 217 million 449 thousand and 800 yuan to supplement the company's working capital. 
 2, board of supervisors opinion 
According to the new trend of the vigorous development of Internet shopping, P will make timely and scientific decisions, and adjust the 200 million yuan over raised funds to invest in the brand of emerging e-commerce clothing, which will help the company adapt to the new changes in China's clothing consumption market, seize the opportunity of the future Internet shopping market, and realize the new strategy of the coordinated development of the company's online and offline businesses, which is conducive to the long-term development of the company, in line with the relevant laws and regulations and the provisions of the articles of association, and the procedures are legal. Therefore, we agree that the company will adjust the 200 million yuan to raise investment funds to invest in emerging e-commerce clothing brands. 
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 the company has greatly improved the supply chain management, ordering and purchasing, production, warehousing and other aspects of the time. In 2014, the company purchased raw materials and commissioned processing fees for a substantial increase. At the same time, the company will strengthen e-commerce construction in 2014, and the investment in the construction of e-commerce will also increase significantly. The company adjusts the over raise fund 217 million 449 thousand and 800 yuan to supplement the company circulating fund, is advantageous to the company reduces the financial cost, enhances the company long-term profit ability, conforms to the laws and regulations and the Shenzhen stock exchange related stipulation. Therefore, we agree that the company will adjust the over raised capital of 217 million 449 thousand and 800 yuan to supplement the company's working capital. 
 3, sponsor's opinion .
 after verification, the sponsor thinks that the purpose of adjusting this super raise fund is: 
 (1) except for the consideration of shareholders' meeting, it has been examined and approved by the special board of directors and the board of supervisors. The independent director has issued his consent and fulfilled the necessary legal procedures; 
 (2) this adjustment is a necessary measure taken by the company in accordance with the actual situation, which is conducive to the rational use of the raised funds and improving the efficiency of use, which is conducive to the long-term development of the company, and does not exist in disguised form to change the proceeds of investment and damage the interests of shareholders; 
 (3) according to the great changes in China's clothing consumption market in recent years, the company keeps pace with the times, and adjusts the 200 million yuan over raised funds to invest in emerging e-commerce clothing brands, which is favorable for the company to seize the opportunity of the future Internet shopping market, and realize the new strategy of coordinated development of the company's online and offline businesses. It is conducive to maximizing the investment income and maximizing the interests of shareholders, and is conducive to the long-term development of the company. 
 at present, the company has greatly improved the supply chain management, the ordering time and procurement, production, warehousing and other aspects of the time greatly advanced, raw materials procurement and processing fees for a substantial increase; at the same time, the company will strengthen e-commerce construction in 2014, the investment in the construction of electricity providers will also increase significantly. The company will adjust the over raised fund of 217 million 449 thousand and 800 yuan to supplement the company's working capital, which will help the company reduce its financial cost and enhance its long-term profitability. 
 therefore, the purpose of this adjustment is to comply with the requirements of the Shenzhen Stock Exchange Listing Rules, the guidelines for the standardized operation of the SME board listed companies on the Shenzhen stock exchange, and the Memorandum No. twenty-ninth of SME board information disclosure: the use of raised funds and other related requirements. 
 seven, and the procedure for performance is .
 1, the ninth session of the third board of directors of the company and the eighth meeting of the third supervisory board respectively considered and adopted the company's motion on adjusting the use of over raised funds, and agreed that the company should adjust 200 million yuan for the super raised fund to invest in the newly emerging clothing brand, and adjust the super fund-raising 217 million 449 thousand and 800 yuan to supplement the company's working capital. 
 2, the company did not carry out high risk investments such as securities investment in the recent twelve months, and promised to use this extra fund to supplement the working capital, and not invest in high-risk investments such as securities investment and provide financial assistance to others within twelve months. 
 3, the amount of funds raised by the company in every twelve months is not more than 30% of the total raised funds. 
 4. The purpose of this adjustment is to be submitted to the shareholders' meeting for consideration. 
 eight, reference document 
 1, the ninth meeting of the third board of directors of the company; 
 2, the eighth meeting of the third supervisory board of the company; 
 3, "independent opinions of the independent directors of the company on the purpose of adjusting the use of over raised funds"; 
 4, "Huatai United Securities Co., Ltd. on the company to adjust the use of funds raised verification opinion." 
 announcement. 
 < a href= "http://www.91se91.com/news/index_c.asp >" Dongguan search special clothing Limited by Share Ltd < /a > /p >
 board of directors 
 June 28, 2014 .