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History and Corporate Structure

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History and Corporate Structure HISTORY AND CORPORATE STRUCTURE OUR HISTORY Prior to our Reorganization, we operated as an integral part of our parent, Yue Yuen Group. We started our business in July 1992 when Yue Yuen began negotiations with the predecessor of Converse Inc. in relation to the license to distribute Converse sportswear in the PRC. Converse was our first brand licensor in our brand licensee business, for which we started acting as an exclusive brand licensee in the PRC pursuant to a brand license agreement entered into between a wholly owned subsidiary of Yue Yuen and Converse Inc. in July 1993. In 1998, Yue Yuen decided to further develop its sportswear retail business in the PRC. Consistent with its approach towards setting up new joint ventures, Yue Yuen was only willing to commit to part of the joint venture business at the initial stage. Yue Yuen therefore formed a joint venture, Selangor Gold Limited, with Mr. Huang, our executive Director and chief executive officer. As Ms. SHIH Ching I (‘‘Ms. Shih’’) was a business acquaintance of Mr. Huang then, Mr. Huang invited Ms. Shih to invest in the new joint venture as a silent investor. It was understood that Ms. Shih would not participate in the operation and management of the business. Ms. Shih made her investment through an investment holding company, Jollyard, wholly owned by her. Save for her interest in Jollyard, Ms. Shih is a third party independent of our Company, the Yue Yuen Group, or any of their respective directors or shareholders. Selangor Gold Limited was set up and was then owned as to 50% by Yue Yuen, 25% by Mr. Huang and the remaining 25% by Jollyard. In January 2000, we became an exclusive brand licensee for Hush Puppies footwear products in Taiwan pursuant to a brand license agreement between Wolverine World Wide, Inc. and Pau Yuen Trading Corporation (寶原興業股份有限公司), a subsidiary of Yue Yuen. To further expand our brand licensee business, we established Dedicated Group Limited in 2001, which was 70% owned by Yue Yuen, 15% owned by Sports Group (which is wholly owned by Mr. Huang) and 15% owned by Jollyard. In April and October 2002, Dedicated Group Limited entered into a brand license agreement with Asics Corporation and with Wolverine World Wide, Inc., respectively, pursuant to which we, through Guangzhou Baoxu Trading Company Limited (廣州寶旭貿易有限公司) (and from October 2006, through Baoxin (Chengdu) Trading Company Limited (寶信（成都）商貿有限公司) in respect of the agreement with Wolverine World Wide, Inc.), became the exclusive brand licensee for ASICS sportswear and Hush Puppies footwear products, respectively, in the PRC. Guangzhou Baoxu Trading Company Limited (廣州寶旭貿易 有限公司) is 100% beneficially owned by the Group (10% of its equity interest is held by an independent third party on trust for the Group). The agreement with Asics Corporation was later terminated in December 2005. We have then become a distributor of ASICS sportswear in the PRC, since January 2007. Leveraging on the experience we had gathered from the brand licensee business, we established Beijing Baosheng Daoji Sports Goods Company Limited (北京寶盛道吉體育用品有限 公司) in April 2001 and commenced our retail business. With 14 directly operated retail outlets, Beijing Baosheng Daoji Sports Goods Company Limited (北京寶盛道吉體育用品有限公司) distributed products of a number of leading international sportswear brands, including Nike, Adidas and Reebok in Beijing. We initially owned 70% of the equity interest in Beijing Baosheng Daoji Sports Goods Company Limited (北京寶盛道吉體育用品有限公司), the beneficial – 76 – HISTORY AND CORPORATE STRUCTURE ownership of which was subsequently increased to 100% when we acquired the remaining 29% equity interest from our local partner in 2002. The remaining 1% equity interest is held by an independent third party on trust for the Group. In September 2002, our retail business expanded to areas outside Beijing through the establishment of Beijing Baosheng Daoji Sports Goods Company Limited Dalian Branch (北京寶盛道吉體育用品有限公司大連分公司). In 2003, we further expanded our retail business to Guangdong and Shanghai through Guangzhou Baoyuan Industrial and Trading Company Limited (廣州寶元工貿有限公司), which started to distribute sportswear products for a number of leading international sportswear brands such as Nike, Adidas, Converse, Reebok and ASICS. During the same year, to streamline our operations, we began to reorganize our business into two broad divisions, namely the retail business and the brand licensee business. In 2004, we established five non-wholly owned subsidiaries, namely Chongqing Baoyu Industrial and Trading Company Limited (重慶寶渝工貿有限公司), Xiamen Baohui Industrial and Trading Company Limited (廈門寶暉工貿有限公司), Fuzhou Baomin Trading Company Limited (福州寶閩貿易有限公司), Shaanxi Baoqin Sports Goods Company Limited (陝 西寶秦體育用品有限公司) and Harbin Baojun Trading Company Limited (哈爾濱寶駿貿易有限 公司) in different regions to expand our retail network for distribution of sportswear products under sportswear brands such as Nike, Adidas and Reebok. In January 2004, to support the expansion of our operations, we established Charming Technology Limited, a company that is dedicated to the development of the MIS system for application in our retail business and brand licensee business. At the time of establishment, Charming Technology Limited was 51% owned by Yue Yuen, 24.5% owned by Mr. Huang and 24.5% owned by Jollyard. In November 2004, we added Wolverine to the brand portfolio of our brand licensee business pursuant to a brand license agreement entered into between Selangor Gold Limited and Wolverine World Wide, Inc., whereby we became the exclusive brand licensee for Wolverine footwear in the PRC through Guangzhou Baoxu Trading Company Limited (廣州寶旭貿易有限公 司), in Hong Kong through Yue Ming International Ltd and in Taiwan through Pau Yuen Trading Corporation (寶原興業股份有限公司). The agreement contains a term of five years. Leveraging on our success in the PRC sportswear industry, we expanded our brand licensee and retail businesses to other regions in the Greater China Region, including Taiwan, Hong Kong and Macau. In January 2005, we became the exclusive brand licensee for Converse footwear products in Taiwan through Pau Yuen Trading Corporation (寶原興業股份有限公司), and in Hong Kong and Macau through Yue Ming International Ltd, respectively, pursuant to a brand license agreement that Selangor Gold Limited entered into with Converse Inc. In April 2005, we established Diodite Limited, our wholly owned subsidiary, to distribute sportswear brands including Nautica, ASICS, PUMA and Fila, primarily in Shanghai. We were subsequently requested by the brand owner of Fila, who is an independent third party, to transfer to it all the products of the Fila brand which we had stocked and the shops leased by us which sell Fila products. After September 1, 2007, we no longer distribute products of the Fila brand. – 77 – HISTORY AND CORPORATE STRUCTURE We also established the following subsidiaries during the financial year ended September 30, 2005: Percentage of interest held by the Group as at the Issued and fully paid Other shareholders Latest share capital/registered and the percentage of Name of company/Date of Practicable capital as at the interest held by them as at incorporation/establishment Date Latest Practicable Date the Latest Practicable Date Pau Zhi Trading Corporation 90% NT$5,000,000 The remaining 10% is (寶智企業股份有限公司)/ ownedbyvariouslocal June 17, 2005 individuals(1). Qingdao Baoruina Sports Goods 72% The registered capital The remaining 28% is Company Limited (青島寶瑞納 of RMB20,000,000 had owned by Weifang Liwei 體育用品有限公司)/ been fully Economic and Trading September 14, 2005 paid up. Company Limited (濰坊 力威經貿有限公司)(1). Guiyang Baoxin Sports Goods 100% The registered capital of N/A Company Limited US$2,100,000 had been (貴陽寶新體育用品 fully paid up. 有限公司)/ September 28, 2005 (1) Independent third parties except Mr. Lin Tien-Te, who is one of our senior management and a director of our subsidiaries, Pau Yuen Trading Corporation (寳原興業股份有限公司) and Pau Zhi Trading Corporation (寶智企業股份有限公司). For the financial year ended September 30, 2005, a total of approximately US$6.1 million of capital was injected by Manfield, a company indirectly wholly owned by Yue Yuen, Jollyard and Sports Group into A-Grade Holdings Limited, Wellmax Business Group Limited, Charming Technology Limited, Business Network Holdings Limited, Technico Business Group Limited, Yusheng (Taicang) Footware Company Limited (裕盛(太倉)鞋業有限公司) and Taicang Yusheng Moulding Company Limited (太倉裕盛模具有限公司), all of which are now wholly owned by us (except Business Network Holdings Limited, which was disposed to an independent third party in November 2007). During the financial year ended September 30, 2005, we acquired from Zou Ding Liu (鄒丁 鷚) , an independent third party, 15% of her equity interest in Chongqing Baoyu Industrial and Trading Company Limited (重慶寶渝工貿有限公司), so that we became the holder of a total of 90% equity interest in Chongqing Baoyu Industrial and Trading Company Limited (重慶寶渝工貿 有限公司) with the remaining 10% of the equity interest held on trust by Zou Ding Liu (鄒丁鷚) for the Group. In the same year, we also acquired from each of Gong Yi (龔璽)andDuZhihong (杜志鴻), both independent third parties, 7.5% of their respective equity interest in Xiamen Baohui Industrial and Trading Company Limited (廈門寶暉工貿有限公司) so that we became the holder of a total of 85% equity interest in Xiamen Baohui Industrial and Trading Company Limited (廈門寶暉工貿有限公司). Guangzhou Baojin Sports Goods Company Limited (廣州寶晉 體育用品有限公司) was established in 2002 whose 72% equity interest was held by Guangzhou Baoyuan Industrial and Trading Company Limited (廣州寶元工貿有限公司). It was subsequently de-registered in September 2006. – 78 – HISTORY AND CORPORATE STRUCTURE In December 2006, we established Yunnan Orientalsport Economy Trade Company Limited (雲南奧龍世博經貿有限公司), a joint venture in which we owned a 51% interest to further expand our retail business. The remaining 49% interest is ultimately owned by an individual who is an independent third party. With directly operated retail outlets in Yunnan, Guizhou and Guangxi, Yunnan Orientalsport Economy Trade Company Limited (雲南奧龍世博經貿有限公司) distributes products from brand companies including Li Ning, Kappa, Nike and Adidas.
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