In 2016, Vigna S Fell Into An Episode Of Multiple Events.

At the annual general meeting of shareholders in May 31, 2016, 24 motions were examined and approved. These 24 bills contain many bills that will have a greater impact on the company in the future.

Reporters rushed to the company's shareholders' meeting on 2015 when the company held the annual shareholders' meeting.

At 1:50 p.m. on May 31, 2016, the reporter came to the meeting place where the company disclosed. The 2 floor conference room of A building, Rhine Hongqiao center, 3051 Hechuan Road, Minhang District, Shanghai.

Surprisingly, in the conference room, the reporters only saw three people sitting at the table before the slogan of the shareholders' meeting, while the opposite long table did not come, and the room seemed deserted.

According to the company's announcement on June 1st evening, 5 directors, 3 supervisors, senior managers and witness lawyers of Dong Mihe company attended the shareholders' meeting on that day.

Among the three people, a self appointed manager of the securities department in the summer accepted an exclusive interview with reporters, and introduced the related matters of the company's performance in 2015 and the issue of private placement.

Vigna S annual report shows that the company's operating income in 2015 was 824 million yuan, down 2.69% compared to the same period last year, net profit 112 million yuan, down 18.92% compared with the same period last year.

The company explained the decline in performance. "Mainly because of the pformation of the company to high-end channels in 2015, it took the initiative to carry out strategic filing and closed a large number of stores and shops that are not consistent with the existing brand image".

It is understood that Vigna S opened 24 stores in 2015, closed 139, adjusted 31, and the number of stores decreased by 34.33% compared to the same period last year.

The manager of the Securities Department explained to reporters in the summer that the company took the initiative to close stores in 2015, mainly closing down some low-end shops (shops in the low-level shopping malls), and the number of outlets was about 1/3.

In the summer, it was said that the low end store was designed to differentiate the brand, but the impact on revenue was only one digits. The operating income decreased by 2% and the profit was limited.

In the summer, he told reporters: "last year's single store revenue reached two digit growth."

If nearly 1/3 of the shops are closed to Vigna S, why did Vigna S's net profit drop by 18.92% in 2015?

In this regard, the company explained in its annual report that in 2015, the cost of the company was relatively rigid, resulting in a decrease in net profit, earnings per share and weighted average return on net assets.

"The decline in performance is due to some intermediary fees for the acquisition of brocade brokerage fees.

The first quarter was due to the management fee added to the brocade.

Summer is like that.

In fact, Vigna S's large-scale shutdown in 2015 also has something to do with the market downturn.

A company insider disclosed to reporters: "the market situation in 2015 is not so good. The company has closed many shops in the middle and low end stores, and only shops in high-end shopping malls."

Insiders pointed out that in 2015, when China's economic growth slowed down and the global economic recovery did not show any obvious improvement, there was a continuing downturn, the risk of deflation intensified, and the overall situation of investment, consumption and import and export was not optimistic.

According to the statistics of the China National Business Information Center, from January to December 2015, the retail sales of clothing commodities in major national retail enterprises decreased by 0.3% compared to the same period last year.

The retail sales of women's clothing retail sales in key large retail enterprises nationwide have been growing by -0.6% for the whole year, and the growth rate of the industry has shown a continuous decline in the past five years.

The growth rate dropped by 1.3 percentage points compared with 2014.

The continuous downward trend confirms that the domestic economic situation has not yet shown an obvious turning point, and the consumption and retail industry is still facing great pressure.

Vigna S's sponsor, CITIC, interviewed some of the company's main management personnel and consulted important business contracts, major foreign investment agreements, announcements and other documents. After visiting the company's main management sites, it put forward the risk of operation.

"High-end brand"

Competition is more intense. If the company can not effectively cope with the industry competition, the market share and profitability will be faced with a downward risk.

CITIC has pointed out that, if the competition is more intense in the future, the market environment will be seriously changed, or the company will have a serious change.

With the decline of influence and the change of management strategy, the company may face the risk of increasing the number of shops to withdraw, and not rapidly expanding new shops.

In the case of declining company performance, the company's dividend plan in 2015 was 1.15 yuan (pre plan) for every 10 shares.

Although many shareholders expressed dissatisfaction and voted against the dividend plan, the dividend plan was also considered and approved due to the small number of voting shares.

Vigna S's large-scale closet in 2015 has sent a warning signal for the company to open its shop.

However, Vigna S again launched a fixed increase plan.

It is worth noting that at the shareholders' meeting in May 31st, a number of bills related to fixed increases will be considered.

The company disclosed the deliberation of the above motion on June 1st evening. However, the reporter found that a small number of shareholders voted against the relevant fixed increase plan proposed by the company.

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According to the fixed increase plan, Vigna S's total amount of raising funds (including issuing expenses) of the non-public offering is not more than 1 billion 351 million yuan, and the issuing price is not less than 25.59 yuan yuan / share.

The net proceeds will be used for "cloud brocade luxury brand construction" and "high-end customization, O2O and supply chain collaborative information platform".

Among them, the construction of luxury brand of Yunnan brocade is divided into two sub projects, namely, "cloud brocade Institute upgrading and marketing network expansion project", "Yun Jin fashion Europe research and design center and cloud brocade European flagship store project", which are implemented by Yun Brocade Institute and new European subsidiary company respectively.

The proposed project will invest 1 billion 88 million yuan.

After the company's IPO collection project was delayed due to large-scale closure in 2015, Vigna S once again raised the possibility of implementing the "1 billion 88 million yuan" brand store plan to raise funds.

To this end, the manager of the Department of securities of Wien Nasi told reporters in the summer: "we will first build flagship stores in Italy to test the water. If successful, we will gradually open stores in China according to market conditions."

From the summer conversation, Vigna S knew that although he was prepared to use 1 billion 88 million yuan to raise funds to open "Yun Brocade" luxury brand shop, but because of prudence and uncertainty about the market, the company did not plan to open shop very much, but expressed that it had to open shop according to market conditions.

As for when to open stores in the country, summer did not specifically inform, and no one can predict when the market situation will improve.

So, whether Vigna S's collection project will be implemented smoothly or is the former IPO's collection project postponed indefinitely, resulting in the use of financial management is still unpredictable.

In this regard, CITIC construction investment evaluation is given that if the company's integrated measures for Nanjing brocade Research Institute Limited have not been effectively implemented, or cloud brocade products have not been recognized by the market, they may face the risk that integration fails to achieve the desired results.

From Vigna S's May 11, 2016 announcement of the "previous fund raising balance and the use of savings and raised funds" table, the company's previous raised funds used 458 million yuan, including 400 million yuan to supplement the company's working capital, and only 49 million 798 thousand and 200 yuan for the initial investment and replacement amount of the capital investment items.

It is worth noting that during the period from 2015 to 2016, the company raised 100 million yuan of idle raised funds in China Merchants Bank for financing. After the company obtained 2 million 527 thousand and 200 yuan of financial benefits through two financial pactions, it began to manage the 100 million yuan raising fund for one year in January 13, 2016.

Reporters found that in May 31, 2016, the shareholders' meeting, the company also put forward the "part of idle idle funds to buy financial products."

In May 31, 2016, the motion on the election of directors of the third board of directors of Vigna S fashion Limited by Share Ltd will be voted at the shareholders' meeting.

According to Vigna S's June 1st evening announcement, Wang Zhiqin, Wang Baolin, Ji Dongmei and Song Yanjun were elected directors of the third board of directors of the company.

Among them, Wang Baolin is the former shareholder of Yun Jin company, which was acquired by the company in 2015.

In retrospect, in July 20, 2015, the announcement of the acquisition of brocade by Wien Nash showed that at the fifteenth meeting of the second board of directors of the company, the motion on the acquisition of a limited 100% stake in Nanjing brocade Research Institute was deliberated and approved. The company agreed to purchase 100% shares of Wang Baolin, Wang Xiaohui, Zhang Yuying, Ren Xuan, Zhang Hongbao, Zhu Che, Han Yifang, Han Yifang, Zhu Che, Han Yifang, Zhu Che, Han Yifang, Zhu Che, Han Yifang, Zhu Che, Han Yifang, Zhu Che, Han Yifang, Zhu Che, Han Yifang, Zhu Che, Han Yifang, Zhu Che, Han Yifang, Zhu Che, Han Yifang, Zhu Che, Han Yifang, Zhu Che, Han Yifang, Zhu Che, Han Yifang, Zhu Che, Han Yifang, Zhu Che, Han Yifang, Zhu Che, Han Yifang, Zhu Che, Han Yifang, Zhu Che, Han Yifang, and the total purchase price was 135 million yuan at the fifteenth meeting of the company.

Although the election of the new board of directors came to an end, Vigna S's former chief financial officer changed two people in two months, which raised questions about the management and internal control of the Shanghai Stock Exchange.

The announcement shows that in January 28, 2016, the company released the Secretary of the board of directors, the resignation notice of the chief financial officer and the announcement of the resolution of the board of directors. He disclosed that Jiang Qi Qi had resigned from the board secretaries and chief financial officer for personal reasons, and no longer held any post of the company after his resignation, and at the same time, he hired Wang Li as the chief financial officer of the company.

In February 23, 2016, the company announced again that Wang Li had resigned from the position of chief financial officer for personal reasons, and no longer held any post of the company after his resignation.

For Vigna S's resignation of two chief financial officers in January and February, the Shanghai stock exchange sent the "inquiry letter" to inquire about the reasons for the resignation of the two people, the existence of major risks in the management and internal control of the company, and the impact on the preparation of the annual report.

In response, the company replied that the reason for Jiang's resignation was "because he had worked in the company for thirteen consecutive years and took into account the successful listing of the company, and the individual wanted to seek other development". Wang Li wrote to the company in writing for resigning from the position of chief financial officer for personal reasons, in order not to delay the company's work.

But it is doubtful that the company did not explain why Wang Li resigned after a sudden appearance of physical problems only after one month in office.

It can be said that Wang Li's departure was too abrupt.

In order to fill the vacancies in the resignation of the two executives, the company appointed Deputy General Manager Tao Weimin to act as a financial manager. At the same time, he was appointed by the company to act as the Secretary of the board of directors and had three important responsibilities after his resignation.