The Nanjing Company, Wenger, Has Done Something About It. The Plaintiff Is The Winnie The Mother Company, Who Was Taken Away From Him By 4 Billion 500 Million.

Big trouble, in June 12th afternoon, Vienna announced that the company recently received the summons of the first intermediate people's Court of Shanghai and the legal documents such as "civil complaint". In the indictment, the plaintiff, Yi Nian (Shanghai) fashion trade Co., said that in August 31, 2016, the plaintiff and the defendant signed the agreement on the pfer of assets and business of the TeenieWeenie brand (hereinafter referred to as the "pfer agreement"), which was agreed to be pferred from the plaintiff to the defendant by the plaintiff and legally owned the TeenieWeenie brand and related assets and businesses in the mainland of China (which mainly include TeenieWeenie's brand department store, shopping center store and outlets in China). The defendant paid the plaintiff the pfer price of the underlying assets to the plaintiff. The Vigna S fashion Limited by Share Ltd (hereinafter referred to as "Vigna S"), which has attracted the attention of the market, has attracted the attention of 4 billion 500 million yuan.

The third agreement of the pfer agreement stipulates that the plaintiff will deliver the underlying assets to the defendant in two batches. The fourth stipulates the calculation method and payment arrangement of the overall pfer price of the underlying assets. That is, within thirteen days after the plaintiff completes the first delivery according to the agreement, and the actual delivery ratio is not lower than 80%, the defendant shall pay the corresponding pfer price to the plaintiff according to the actual delivery ratio of the seller, and within the thirteen days after the plaintiff completes second deliveries according to the agreement, and the actual delivery ratio reaches 97%, the defendant shall pay the remaining pfer price to the plaintiff.

If the defendant fails to make timely payment in accordance with the agreement, the plaintiff has the right to ask the defendant to pay liquidated damages.

According to the plaintiff, the proportion of the seller's actual delivery has reached 98.1% as of the second delivery date. Therefore, the defendant shall pay the corresponding pfer price of the underlying assets to 454 million yuan (including tax) in accordance with the agreement of the pfer agreement, and ask the defendant to pay the corresponding default payment for overdue payment.

However, Vigna S believes that the plaintiff's indictment is inconsistent with the facts.

The lawsuit stems from disputes between the company and the plaintiff about the acquisition of TeenieWeenie brand assets and business pactions. The seller and the buyer have disputes over the actual delivery ratio of the plaintiff.

The plaintiff failed to deliver second times according to the requirements under the related agreement under the TeenieWeenie brand assets and business pactions. The actual delivery ratio of the plaintiff has not reached the "actual delivery ratio of 97%" agreed by the pfer agreement. The company considers that the corresponding pfer price should be paid to the plaintiff in accordance with the agreement of the pfer agreement and the relevant agreement and the plaintiff's actual delivery ratio.

Wenger said that the case had not yet been heard, and the company had organized a professional legal team to respond.

At present, this case will not have a significant negative impact on the company's daily production and business operations and profits.

The management of the company carefully reviewed the financial treatment of the acquisition of TeenieWeenie brand equity and business items, including contingent liabilities, and found that there were no improper and significant omissions.

Regarding the acquisition of TeenieWeenie brand assets and business, the company has fulfilled the obligation of information disclosure according to the regulations, and will disclose it in time according to the progress of the case.

According to the industry, wienas is a clothing company which mainly wears women's clothing, which also runs men's wear, children's wear and silk handicrafts. Its own brand VGRASS is playing a leading role in high-end women's wear. Its growth has basically stagnated in 2014-2017 years. In 2017, the company bought huge sums of money to buy TeenieWeenie, and now it has become the main source of achievement.

Yang Bing, an analyst at CICC, said that the number of stores directly under the direct sale was decreasing, but the number of stores was decreasing year by year, but sales growth in 2018 was significantly rebounded, and the overall efficiency of increased.

The high debt and high pledge of the company due to the acquisition is a new problem at present. In 2018, the company eased the debt pressure with fixed increase. The convertible bond investment also paid for the TW purchase, which was intended to alleviate the pressure of borrowing, but it would still lower the profit rate considerably.

But in summary, wiernus's long-term uncertainty is still at present. Most of its net cash flows are currently used to repay debt interest, and Future Ltd's stability is more critical than growth.

The results showed that in 2018, Wenger achieved a total revenue of 3 billion 90 million, an increase of 20.3% over the same period last year. The net profit attributable to the owners of the parent company was 270 million, an increase of 43.6% over the same period last year, and the earnings per share were 1.58 yuan.

During the reporting period, the gross profit margin of the company was 69%, down 0.6 percentage points from the previous year, and the net interest rate was 10.1%, an increase of 1.4 percentage points over the previous year.

Analysis shows that Vigna S's operating income grew fairly fast, resulting from TEENIEWEENIE's year-round merger.

After excluding the combined factors, the growth rate slowed down, mainly due to the reduction in the number of stores. In 2018, the company realized net profit of 270 million yuan, up 44% from the same period last year, mainly due to the TEENIEWEENIE annual table and the disposal of Huabao trust investment, increasing the investment income of 59 million 470 thousand yuan, pushing up the net profit attributable to the parent company owner 41 million 230 thousand yuan.

In addition, the merger and acquisition of TEENIEWEENIE brought greater financial pressure. In 2018, the financial cost was 230 million yuan, the financial cost rate was 7.5%, and the net profit was eroded.

From the point of view of Vigna S's operating income, the main brand VGRASS reported a 862 million yuan income during the reporting period, an increase of 8.91% over the same period, 153 stores at the end of 2018, 11 new outlets, 20 closed houses, and a net reduction of 9.

TW brand achieved operating income of 2 billion 193 million yuan, an increase of 4.99% over the same period. At the end of 2018, the number of shops was 1232, with 195 newly opened, 249 closed, and 54 reduced.

Yun Brocade's operating income reached 23 million 170 thousand yuan during the reporting period, up 5.07% from the same period last year.

The reporter was informed that TeenieWeenie is a young girl clothing brand created by Korean clothing and love company and has been selling in the Chinese market since 2005.

With the fashion symbol, Winnie bear gets the favor of young female consumers and gradually takes a place in the competitive market.

In 2011, the clothing company was authorized to obtain the exclusive right to use the "TeenieWeenie" and the logo, and the qualification of the plenipotentiary.

According to reports from the media, TeenieWeenie has been developing rapidly after entering the Chinese market in 2004.

According to the credit rating report provided by China integrity, as of March 2016, TeenieWeenie occupied 1463 stores, and accounted for the highest proportion among all clothing brands in the clothing and love Group China company, and TeenieWeenie was able to sell a price of 5 billion 700 million yuan.

With this money, the clothing and love group can reduce debt and reduce the pressure brought down by the credit rating.

Meanwhile, according to foreign media reports, due to the sale of an important piece of clothing and love business in China, the listing plan was eventually cancelled as the main business of China.

Yang Bing, an analyst at CICC, thinks that for the income structure, the proportion of silk handicrafts is not always high. Before the acquisition of TeenieWeenie, the company's own high-end women's clothing brands contribute almost all of their income. After the acquisition, TW's revenue contributed 68.77%.

On the whole, Vigna S still takes women's clothing as the main product, and the two brands are complementary in price positioning and design style.

From the performance data, the growth of the company's private brand has basically stagnated since it was launched in 2014, and its private brand has resumed growth in 2017, while the merger and acquisition has thickened its performance.

In Yang Bing's view, wignus bought TW for cash payment, about 80% of which came from external debt (bank loans and stockholder's equity pledge), resulting in a rise in the proportion of its financial expenses to sales revenue from nearly 0 to over 8%. Then, in 2018, the company eased some of its debt pressure through the fixed increase. Its convertible bond investment was paid for the purchase of TW's tail. Although the actual interest rate of the convertible bonds was low, the financial cost was still calculated according to the actual interest rate, so the mitigation effect on the profit statement was relatively limited.

From the perspective of goodwill, the situation of the company and the Del shares in the issuers of the convertible bonds are quite similar. Due to the high degree of business dependence, it is unlikely that the value reduction is expected.

To sum up, Yang Bing believes that as a traditional mode of clothing enterprises, the growth of private brand has been weak since Vigna S went public, and the new growth power has been acquired through the acquisition of TeenieWeenie.

Vigna S's growth in 2018 has bottomed out, but the long-term uncertainty is still there. The high debt and high pledge ratio brought by mergers and acquisitions has also become a new problem, especially at present, most of its net cash flow is used to repay interest on debt.

This reporter learned that, according to the executives from winvnsi, in early April this year, the company acquired TW as early as 2017, forming more than 3 billion 300 million of the external borrowing (Hangzhou gold investment 1 billion 710 million + China Merchants Bank 1 billion 642 million). In 2018, the company issued fixed increase and more than 500 million fund-raising, and issued a convertible bond raising fund in 2019 746 million. At present (as early as April 2019) more than 3 billion 300 million of the loans have been repaid more than 900 million, and the balance is about 2 billion 400 million.

In addition, the company also has a 160 million short fuse.

The original loan is in the form of 3+2. In theory, it entered the repayment stage in August 2020. The company is considering adopting new financing plan, hoping to replace the original plan and reduce the pressure of repayment.

As for the planning of goodwill, Vigna S executives revealed that the company acquired TW in the report form about 2 billion 500 million of goodwill.

Every quarter will do the goodwill impairment test internally, and at the end of the year, the specialized intermediaries will be asked to reduce the value.

As long as TW brand management keeps stable development, the risk of impairment will be smaller.

At present, the TW brand has made adjustments and changes, hoping that the benefits will be gradually reflected.

Huajin Securities researcher Wang Fengye recently said that in 2018, the company realized net profit of 270 million yuan, an increase of 44% over the same period last year, mainly from the TEENIEWEENIE annual table and the disposal of Warburg trust investment, increasing the investment income of 59 million 470 thousand yuan, pushing up the net profit attributable to the parent company 41 million 230 thousand yuan.

In addition, the merger and acquisition of TEENIEWEENIE brought greater financial pressure. In 2018, the financial cost was 230 million yuan, the financial cost rate was 7.5%, and the net profit was eroded.

Wang Feng said frankly, after the merger of TW, the financial pressure and debt pressure are still large. Especially the acquisition of TW has great goodwill. If TW operates under pressure, goodwill impairment will affect the performance. In addition, TW women's clothing is in the pition period from traditional leisure to fashion leisure, and the progress of channel development is not as good as expected.

According to the financial report, in the first quarter of 2019, vicknus realized its operating income of 688 million yuan, down 8.71% compared to the same period last year. The net profit attributable to shareholders of listed companies was 13 million 290 thousand and 100 yuan, a decrease of 79.59% compared with the same period last year. The net profit attributable to shareholders of listed companies after deducting non recurring gains and losses was 10 million 364 thousand yuan, down 83.91% compared to the same period last year, and the basic earnings per share were 0.07 yuan.

According to Vigna S's announcement recently, the company intends to change the Chinese name of the company to "Jinhong fashion group Limited by Share Ltd" and change its English name to "Jinhong Fashion Group Co".

Ltd. "

The company's securities referred to as "Jinhong group", and the company's stock code 603518 remains unchanged.

However, the matter still needs to be submitted to the shareholders' meeting for consideration.

At the end of the press release, Wenger was quoted at 9.26 yuan / share, a decrease of 0.54% and a market value of 2 billion 337 million yuan.