TRANSFER OF BUSINESS NOTICE - Scienward International Holdings Limited

NOTICE is hereby given that (i) 欣恒上品時裝貿易 (上海) 有限公司 (Scienward Fashion and Luxury (Shanghai) Co., Ltd), a company incorporated in the People’s Republic of  China whose registered office is situated at  上海市虹口區吳淞路 270 號 5 層 501 室 (Room 501, 5/F, No. 270 Wusong Road, Hongkou District Shanghai); (ii) Scienward International Holdings Limited, a company incorporated in Hong Kong with its registered office situated at 4/F, Tsim Sha Tsui Centre, No. 66 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong; (iii) Well Metro Group Limited, a company incorporated in the British Virgin Islands with its registered office situated at the Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands; and (iv) Bristol Gain Investment Limited, a company incorporated in the British Virgin Islands with its registered office situated at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (collectively, the “Transferors”), carrying on a retail business (the “Business”) of, inter alia, selling certain products carrying the “Moschino” label (“Moschino Products”) in various retail shops situated in the People’s Republic of China (the “Premises”) supported by the operation of a warehouse (the “Warehouse”) set out in the Schedule hereto, has agreed to transfer certain assets in the Business, namely, stock and inventory, equipment and certain fixed assets (“Business Assets”) to AEFFE (Shanghai) Commerce and Trade Co,. Ltd (岸斐 (上海) 商貿有限公司) a company incorporated in the People’s Republic of China (PRC Unified Code 91310000MA1FP8UG2P) whose registered office is situated at Room 407, 4th Floor, No. 1359 Zhonghua Road, Huangpu District, Shanghai (上海市黃浦區中華路 1359 號 4 樓 407  室) (“Transferee”).


Completion of the transfer will take place on  7 July 2022, or such later date as the Transferor and the Transferee may agree (the “Completion Date”).


The Transferee intends to, following the Completion Date, continue selling the Moschino Products with the use of certain of the Business Assets in the Premises.


All debts, liabilities and outgoings incurred by the Transferors, relating to the Business Asset, before the Completion Date, shall be borne and paid by the Transferors absolutely.


NOTICE is hereby given that at the expiration of one (1) month after the date of the last publication of this notice, the liability of the Transferee (if any) for any of the debts and obligations arising out of the carrying on of the Business by the Transferor shall cease by virtue of the Transfer of Business (Protection of Creditors) Ordinance (CAP 49) unless legal proceedings are instituted prior to such expiration.


Dated 10 June 2022


Scienward Fashion and Luxury  (Shanghai) Co., Ltd
Room 501, 5/F, No.270 Wusong Road, Hongkou District Shanghai
The Transferor


Scienward International Holdings Limited
4/F, Tsim Sha Tsui Centre, No. 66 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong
The Transferor


Well Metro Group LimitedVistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola,VG1110, British Virgin Islands
The Transferor


Bristol Gain Investment Limited
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
The Transferor


AEFFE (Shanghai) Commerce and  Trade Co,. Ltd
Room 407, 4th Floor,  No. 1359 Zhonghua Road, Huangpu District, Shanghai
The Transferee