700 Million Related Party Transactions Were Not Disclosed In Time, And The Brand Name "Eat" Warning Letter Of Market Value Of 17 Billion.

Popular online Red live shares -- on Saturday night of Limited by Share Ltd (hereinafter referred to as Saturday) announced that the company recently received the decision of the Guangdong Securities Regulatory Commission of the China Securities Regulatory Commission (hereinafter referred to as the Guangdong Securities Regulatory Commission) to issue a warning letter on Saturday to Limited by Share Ltd, Yu Hongtao and He Jianfeng (hereinafter referred to as ""). "Decision").

According to the decision, the Guangdong Securities Regulatory Commission found that there were the following irregularities on Saturday:

From July 2019 to September, on Saturday, he established a joint venture with Foshan Nanhai yuan Qi Investment Co., Ltd., Hangzhou Hongzhen Commercial Co., Ltd. (hereinafter referred to as Hangzhou Hongzhen), Hangzhou Honghua Commercial Co., Ltd. and Hangzhou Xinyi Commercial Co., Ltd. (hereinafter referred to as three Brand Company), the company holds three of Brand Company's 45% stake, and three Brand Company mainly carries out the company's authorization. The product marketing business, the company through the three Brand Company operating indicators and business activities audits and other ways of its daily business activities have an important impact, and the company chairman and general manager Yu Hongtao in Hangzhou macro director as director, according to the relevant provisions, three Brand Company for the company affiliated party.

From July 2019 to March 2020, affiliates and three Brand Company on Saturday accumulated a total of 750 million 955 thousand and 100 yuan in related transactions. For these related transactions, the company failed to fulfill the related transaction approval procedures and disclosure obligations in accordance with the regulations. Until April 21, 2020 and May 13th, the board meeting and the shareholders' meeting were held separately to make supplementary confirmation and disclosure. The company's related behavior violates the relevant provisions of the administrative measures for information disclosure of listed companies.

Yu Hongtao, as chairman and general manager of Saturday, He Jianfeng, as secretary of the board of directors, failed to perform his diligence and conscientious obligations in accordance with the provisions of article third of the "information disclosure management measures of listed companies".

According to the provisions of the fifty-ninth regulation on information disclosure of listed companies, the Guangdong securities regulatory bureau decided to adopt administrative supervision measures on Saturday, Yu Hongtao and He Jianfeng to issue warning letters.

According to the announcement, a joint venture between Foshan Honghua and Hangzhou Xinyi Brand Company was set up on Saturday, 2019 and September, respectively, with Nanhai District yuan Qi Investment Co., Ltd., which accounted for 45% of the shares of Hangzhou Honghua and Hangzhou Xinyi, and the two Brand Company were participating companies on Saturday. Hangzhou Honghua and Hangzhou Xinyi respectively launched the brand operation and promotion cooperation of footwear brand "D:FUSE" (Diffs) and "SAFIYA" (Sophia) respectively on Saturday. The business covers product design, development, promotion and sales, after-sales service and so on.

In the 2019 year audit process of the company, accountants, based on Hangzhou Honghua and Hangzhou Xinyi, are currently marketing the products authorized on Saturday. They believe that such arrangements are important to the daily operation of Hangzhou Honghua and Hangzhou Xinyi companies, which can affect the operation decisions of the two Brand Company to a certain extent, and the company has a significant impact on the two companies. Hangzhou Honghua and Hangzhou Xinyi are recognized as joint ventures of the company. According to the accounting standards for enterprises, the joint venture is regarded as the affiliated party of an enterprise, and it is regarded as an associated transaction with the transactions of the joint venture. Based on the above situation, the company, based on the rules of the Shenzhen Stock Exchange listing, takes the Honghua and Hangzhou Xinyi companies of Hangzhou as the affiliated parties of the company.

On Saturday, Mr. Yu Hongtao, chairman and general manager, no longer served as director of Hangzhou Hong Zhen, and related business changes have been completed.

The first textile network reporter learned from the announcement that the above three companies' business scope and registered capital are as follows:

1, Hangzhou Hong Zhen registered capital of RMB 30 million yuan, the business scope is: shoes and hats, textiles, knitwear and raw materials, clothing, cosmetics (except for sub assembly) and hygiene products, kitchen utensils and daily necessities, household appliances, jewelry, handicrafts and collectibles (excluding ivory and its products and artifacts), bags.

2, Hangzhou Xin Yi registered capital of RMB 10 million yuan, the business scope is: sales (including online sales): shoes and hats, textiles, knitwear, textile raw materials (except hazardous chemicals), clothing, cosmetics (except for sub assemblies) and hygiene products, kitchenware, bathroom appliances, daily necessities, household appliances, jewelry, handicrafts and collectibles (excluding ivory and its products and artifacts), clothing. Luggage and bags are mainly responsible for the design, development, promotion, sale and after sale service of SAFIYA (Sophia) main brand and serial derivatives and defensive products.

3. Honghua registered capital of Hangzhou is RMB 10 million yuan. Its business scope is: sales (including online sales): shoes and hats, textiles, knitwear and raw materials (except hazardous chemicals), clothing, cosmetics (except for sub assemblies), sanitary products, kitchenware, bathroom appliances, daily necessities, household appliances, jewelry, handicrafts and collectibles (excluding ivory and its products and artifacts), bags and bags.

In the second half of 2019, on Saturday, some shopping malls were transferred to Brand Company. Some of the self operated shops which were due to expire were no longer renewed with the shopping malls. Instead, the three Brand Company and the shopping malls were re signed. Meanwhile, the sale of goods to Brand Company and the transfer of accounts receivable to the corresponding shopping malls were also carried out, among which the selling price of the goods was a combination of the goods received from them. According to the practice of the same industry company, the brand fee is charged to the Brand Company on the basis of the practice of the same industry on Saturday. On the basis of this, we consider the price of the sale of the Brand Company by considering the comprehensive income system. As the company has increased its inventory clearance efforts in recent two years, it has promoted sales of goods with long age. In the 2019 year, the goods sold to Brand Company were in a much larger inventory. When considering the royalty and combined income, the company used the method of book value to sell the goods.

In addition, in order to facilitate the sales reconciliation and settlement with all the shopping malls, the accounts receivable debt of the corresponding shopping malls will be transferred to the three Brand Company on the basis of the book balance on Saturday. The accounts receivable claims mentioned above are the balance of the daily daily sales and the balance of the monthly settlement as at the transfer date. The value is clear, and it belongs to the current assets with the inventory. Basically, it is every store. The amount of a single sum is generally not large, with the transfer of stores in succession. The above transaction mode and pricing standard are formed by a package of market negotiations with partners.

First textile network reporter learned that in recent years, due to the rise of emerging channels such as e-commerce platforms and shopping centers, the traditional retail sales channels are facing severe challenges. Most of them are facing declining passenger traffic and declining sales. On the other hand, the channel costs and staff salaries of inflation are rising, which brings about the daily operation of Saturday. Great pressure. On 2016, Saturday, combined with the management experience accumulated over many years, the new strategic development direction of "creating a fashionable IP ecosystem" was determined, and the new retail format of "user centered, data driven and consumer scene integration" was gradually built.

After the transformation and development in recent years, the channel structure of the original footwear business has been improving continuously on Saturday, and the number of shops under the inefficient line has been greatly reduced. The total number of stores has gradually decreased from 2363 in late 2013 to 2019 at the end of 2019. In addition, the shopping center brand collection shop has gradually formed its scale, and its business mode has basically become mature. Meanwhile, the proportion of the company's electricity supplier income has gradually increased. At present, the company gradually grasps the integrated business mode from Internet traffic aggregation, content production to business realisation, and Internet marketing business is growing rapidly. With the landing of strategic transformation, the company's business performance in 2019 has also been greatly improved.

In the transformation process in recent years, on Saturday, it has been planning to change the original "heavy" asset operation mode, which is based on self brand and self operated channels, and gradually change to the light asset operation mode focusing on brand management and supply chain service, so as to effectively revitalize the assets of the company, improve the operating efficiency of assets, optimize the assets structure, and then concentrate resources and precision. Efforts to promote the company's strategic transformation goals.

To this end, on Saturday, signed a strategic cooperation agreement with Hui Jie on July 2018, it plans to jointly set up a item company specializing in footwear product design, brand promotion and product sales. It will gradually shift some of its brands and assets to joint venture item company, which will effectively revitalize the assets of the company, and will also enjoy the experience of the joint venture company in the future. The revenue of the battalion is in line with the needs of the company's strategic development. On the other hand, the company will further promote the platform construction strategy by making use of the proceeds from the sale of assets. By accelerating the layout of the "SATURDAYMODE" brand collection store and building more in-depth cooperation with more fashion brands, we will further improve the company's business performance in line with the long-term interests of all shareholders. But since the two sides failed to reach agreement on specific cooperation details, the two sides finally terminated the cooperation in February 2019. However, our company continues to try to find partners to set up a Brand Company to realize the strategic transformation of listed companies from "heavy to light".

From July 2019 to September, on Saturday, we further deepened the business mode of adjusting the retail business of footwear products. We established Hangzhou Hongzhen, Hangzhou Honghua and Hangzhou Xin Yi three Brand Company (hereinafter referred to as "Brand Company") to run the retail business of footwear brand "ST&SAT" (Saturday), "D:FUSE" (Diffs) and "SAFIYA" (Sophia). By changing the way of operation of the retail business, we can gradually reduce the proportion of offline stores under the company's business stability and gradually transform the original department stores into franchise stores, which is conducive to the gradual reduction of inventory level, the optimization of asset structure and the improvement of asset operation efficiency, and on the other hand, the improvement of cash flow. We should speed up capital turnover, reduce business pressure and further enhance profitability. It is expected that with the expansion of Brand Company business, the company will be able to transform the light asset operation mode that focuses on brand management and supply chain services, and is conducive to the realization of the new retail format of "multi brand, multi category, user centered, data driven, consumer scenario integration" in line with the company's strategic development.

On Saturday, the result of the transaction pricing between the Brand Company and the two sides was a package reached on the basis of equality and voluntariness. For the company, in accordance with a certain standard to charge the brand use fees to the Brand Company, the sale of goods to the Brand Company according to the book value and the transfer of accounts receivable in accordance with the shop balance and the book balance to the Brand Company, which is consistent with the company's established strategic arrangements, and does not harm the interests of the company; for Brand Company, it seeks to acquire brand management rights. And further expand the product categories based on the existing mature sales channels, and also look forward to the future business prospects. Therefore, the transaction valuation between the company and Brand Company is fair.

Public information shows that Saturday started with women's shoes business. In 2015, it was affected by the downturn in the industry to explore strategic transformation, layout the Internet marketing business, and acquire the remote network in 2018. The look ahead network has expanded the game online marketing, WeChat public number marketing and other businesses, in November 2018, dabbled in live TV business, signed stars (such as Wong Cho Lam, Cecilia Cheung), internal incubator red (such as Yu Dali, Li Xuanzhuo), with fans effect broadcast live GMV fast volume, become fast, shaking and other platform head MCN institutions.

Taking stock of Saturday's history, the reporter noted that Saturday was founded in 1993, mainly engaged in the design, production and sale of women's shoes. After more than 20 years of development, the company has developed into the industry's leading multi brand shoe carriers and has expanded the mobile internet marketing business, and the development of Saturday can be divided into 3 stages.

1 or 1993-2014 years: after the establishment of Saturday, it focused on the main business of women's shoes. It was listed in 2009, and owns such brands as "Saturday", "Di Fu", "Sophia" and "Fei Bai Li". In 2014, the company realized an income of 1 billion 758 million yuan. According to CIIIC data, the market share was 4.52% and sixth in women's shoes industry. The company stores are mainly direct battalions. At the end of 2014, there were 2327 stores, including 1730 outlets and 597 franchisees.

2, 015-2017: affected by the fierce competition in women's shoes market and online channel impact, the growth of performance on Saturday after 2014 was under pressure. In 2015, it began to explore transformation, set up industrial funds, and optimize inefficient women's shoes shops. In 2017, the company completed the acquisition of Onlylady and boudoir network's two largest new media company, involved in branding advertising marketing, net red brokers and other businesses. In 2017, the Internet advertising revenue reached 138 million, accounting for 9.20%, and the transformation effect was obvious.

3, after 2018: after 2018, the strategic transformation was deepened on Saturday. In terms of women's shoes business, Saturday shifted to light assets, sold production and research and development subsidiaries, and gradually transformed the direct stores into 19H2. By the end of 2019, the company's direct and franchised stores were 669 and 562 respectively, and the number of franchisees increased. Hope network (completed in March 2019), 2019 Internet advertising business revenue 854 million, accounting for 40.83%. Future Ltd will further reduce the proportion of direct outlets, strengthen Internet related businesses and improve asset quality.

According to the financial report, in the 2015-2016 years, the industry was depressed, and the main business pressure and revenue continued to decline on Saturday. In the 2017-19 year, it benefited from acquisitions and Onlylady, girlfriends network and the look ahead network, and its revenue grew again on Saturday. In the first quarter of 2020, the epidemic led to a larger drop in passenger traffic on Saturday than in the next line, and the impact of the supply chain resumption and logistics delays on social networking business was down 21.35% to 336 million yuan year-on-year.

In terms of profit, on Saturday 2017, the inventory level was higher, and the provision for large inventory depreciate prices resulted in a substantial loss in net profit. In 2018, the company's inventory impairment decreased and profitability recovered. In 2019, it benefited from the network and showed a significant increase in net profit. In the first quarter of 2020, the impact of the epidemic on Saturday declined. Some of the costs and expenses were relatively rigid. The net profit was -4921.15 yuan, and there was a loss.