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Per As of March 31, 2022G, the number of the Company's stores was fifty-eight (58) in total, covering five (5) regional areas throughout the Kingdom. Risks related to the company's failure to implement its strategy successfully, on time or at all.

Table No. (1.1): The Company’s Board of Directors
Table No. (1.1): The Company’s Board of Directors

Definitions and Abbreviations

The glossary of defined terms used in the regulations and rules of the Capital Market Authority issued by CMA Board Resolution No. Substantial shareholder A shareholder who holds 5% or more of the company's shares, namely Suleiman bin Muhammad bin Saleh Alsaif.

Risk Factors

Risks Related to the Company’s Business

  • Risks Related to Reliance on External Suppliers and Service Providers
  • Risks related to the Continued Operation of the Business
  • Risks Related to Reputation and Quality of the Products
  • Risks Related to Product Liability and Defects
  • Risks Related to Retaining Existing Customers and Attracting New Customers
  • Risks Related to Marketing and Sales
  • Risks Related to Leased Real Estate
  • Risks Related to Identification of Suitable Sites for New Stores
  • Risks Related to the Company’s Online Store
  • Risks Related to the Company’s IT Systems and Cyber-attacks
  • Risks Related to Payments via Credit Cards, Mada Cards and E-payment Methods
  • Risks Related to Cash Management, Theft and Security
  • Risks Related to Reliance on Transactions with Related Parties
  • Risks Related to Directors’ Engagement in Competing Business
  • Risks Related to Protection of the Company’s Brands and Intellectual Property Rights
  • Risks Related to Zakat and Tax
  • Risks Related to Inadequacy of Insurance Coverage
  • Risks Related to Financing and Credit Facilities A. Current financing and facilities
  • Risks Related to Poor Inventory Management
  • Risks Related to Increased Operating Expenses and Unexpected Requirements for Future Capital Expenditure
  • Risks Related to Litigation
  • Risks Related to Reliance on Senior Executives and Key Personnel
  • Risks Related to Employee Misconduct and Errors
  • Risks Related to Newly Implemented Corporate Governance Rules
  • Risks Related to Newly Formed Board Committees
  • Risks Related to Lack of Experience in Managing a Joint Stock Company Listed on the Exchange
  • Risks Related to the Company’s Failure to Implement its Strategy Successfully, on Time, or at all
  • Risks Related to Expansion Outside the Kingdom

Therefore, this would have a material and adverse impact on the Company's business, results of operations, financial condition and prospects. Any of these factors would have a material and adverse impact on the Company's business, results of operations, financial position and prospects.

Risks Related to the Sector in which the Company Operates .1 Risks Related to Competition

  • Risks Related to the Home Appliances and Kitchenware Retail Sector and Consumer Spending Level
  • Risks Related to Changes in the Regulatory Environment
  • Risks Related to the Competition Law and its Executive Regulations
  • Risks Related to Data Protection and Cybersecurity Systems
  • Risks Related to the Economy of the Kingdom and the Global Economy
  • Risks Related to Political Instability and Security Concerns in the Middle East
  • Risks Related to Compliance with Saudization Requirements
  • Risks Related to Employee Costs
  • Risks Related to Prices of Energy, Electricity, Water and Related Services
  • Risks Related to Licenses, Permits and Approvals
  • Risks Related to the Outbreak of COVID-19 or any other Infectious Disease
  • Risks Related to Foreign Exchange and Interest Rates
  • Risks Related to Floods, Earthquakes and Other Natural Disasters or Disruptive Acts
  • Risks Related to Seasonal Changes

Each of the above factors will therefore have a material and negative impact on the company's business, results of operations, financial position and prospects. Accordingly, this will have a material and adverse impact on the Company's business, results of operations, financial position and prospects.

Risks Related to the Offer Shares

  • Risks Related to Effective Control Post-Offering by the Selling Shareholder
  • Risks Related to the Absence of a Prior Market for the Company’s Shares
  • Risks Related to Fluctuation in the Market Price of the Shares
  • Risks Related to the Company’s Ability to Distribute Dividends
  • Risks Related to Selling a Large Number of Shares on the Exchange Post-Offering
  • Risks Related to Research Published about the Company
  • Risks Related to Non-Qualified Foreign Investors not being able to Directly Hold Shares
  • Risks Related to Investment in Emerging Markets

If the Company does not pay dividends on the Shares, the Shareholders will not receive any return on their investment in the Shares unless they sell the Shares at a price higher than the Offer Price. There can be no assurance that the Company will be able to distribute dividends to shareholders, or that the distribution of dividends will be recommended by the Board or approved by Shareholders, which could have an adverse effect on investors' expected returns on investment in the Offer. Shares. The occurrence of any of the above factors would have an adverse effect on investors' expected returns or could result in the loss of all or part of their investment in the Company.

In addition, if one or more research analysts cease to cover the Company or fail to regularly publish reports on it, it may lose visibility in the financial markets, which in turn may cause the market price for the Shares to decline significantly. Consequently, this could have a material adverse effect on Subscribers' expected return on investment in the Offer Shares. The occurrence of any of the foregoing factors may have an adverse effect on the Investors' expected returns or may lead to the loss of all or part of their investment in the Company.

MARKET OVERVIEW

  • Introduction
  • Research Methodology
  • Forecasting Bases & Assumptions
  • The Macroeconomic Environment in the Kingdom .1 Economic Overview
  • Demographic Overview
  • Analysis of the Non-Grocery Retail Environment in the Kingdom
    • High level overview of the global and Middle East non-grocery retail industry
  • Market drivers and trends in the Non-grocery Retail sector in The Kingdom
  • Overview of the Appliances market in the Kingdom
  • Analysis of the Small Appliances Market in the Kingdom .1 Market outlook for the Small Appliances market in The Kingdom
    • Competitive landscape and Company’s operations in The Kingdom
    • Competitive landscape and company’s operations in the Kingdom

One of the main policies of the Saudi Vision 2030 is related to encouraging the employment of women in the domestic economy. The shift in the geographic share of the industry (with regions such as Asia Pacific and the Middle East and Africa becoming increasingly important in terms of sector demand); Note: The highlighted segments represent those where AlSaif Gallery has a presence as of 2021G, in the context of the retail industry in general and non-food retail in particular.

Other smaller chains such as XCite, Sheta and Saif, Blackbox and hypermarkets together contributed to the remaining 15% of the small appliance market in the Kingdom. The competitive landscape of the Saudi small appliances (focused categories) market over the forecast period 2021G-2026G is set to continue to evolve as players adapt to the new post-COVID realities in the market. Expansion of real estate activity in the country (which supports the sale of housing items to equip the new units entering the market); and.

Table No. (3.1): Key Macro-Economic Indicators in The Kingdom, 2019G, 2020G, 2021G, 2022G, and 2026G
Table No. (3.1): Key Macro-Economic Indicators in The Kingdom, 2019G, 2020G, 2021G, 2022G, and 2026G

Overview of the Company and Nature of its Business

  • Overview of the Company
    • Shareholder Structure
    • Corporate History and Evolution of Capital A. Incorporation (1993G)
    • Ownership Structure of the Company
    • Subsidiary
  • Company Vision and Prospects .1 Vision
    • Mission
    • Values
    • Areas of Strength and Competitive Advantages A. Market Leadership and Distinctive Brands
    • Strategy
  • Overview of the Company’s Business
    • Summary of Key Events
    • Overview of the Company’s Products A. Key Product Categories
    • Company Stores
    • Online Store
    • Overview of Suppliers
    • Overview of the Company’s Warehouses and Distribution Network A. Warehouses
    • Sales and Marketing A. Pricing Strategy
    • Future Projects
    • Research and Development Policy
  • Business Continuity
  • Employees .1 The Company
    • Saudization and Nitaqat Program Requirements
  • Social Responsibility

The following table presents the ownership structure of the Company's Offer before and after:. The following table sets out the names of the significant Shareholders of the Company, direct and indirect, before and after the offer:. The following table presents the ownership structure of the Company after conversion to a closed joint stock company:

The following table sets out the ownership structure of the Company after this capital increase:. As of December 31, 2021G, the number of the company's stores totaled fifty-eight (58) stores, covering five (5) regional areas throughout the Kingdom. Proximity of the site to any of the Company's Existing Branches to manage cannibalization factors.

Table No. (4.1): Ownership Structure of the Company Pre- and Post- Offering
Table No. (4.1): Ownership Structure of the Company Pre- and Post- Offering

Organizational Structure of the Company

Ownership Structure of the Company

Management Structure

Members of the Board of Directors and the Secretary .1 Formation of the Board of Directors

  • Board Responsibilities
  • Chairman
  • Vice Chairman
  • Board Secretary
  • Employment and Service Contracts with the Directors
  • Summary Biographies of the Directors and the Secretary

Overseeing the Company's major capital expenditures and the acquisition and disposal of assets. Review and approval of the organizational and human resources structures of the Company on a periodic basis. This includes misuse of Company assets and facilities and mismanagement resulting from Related Party transactions.

The chairman's functions and duties laid down in the Companies Act and the company's articles of association. Encouraging the board to effectively carry out their duties to safeguard the interests of the company. Bachelor's Degree in Finance, Qassim University, KSA, 2006G. Member of the company's executive committee from 2022G to date.

Table No. (5.3): Summary Biography of Suleiman bin Muhammad bin Saleh Alsaif
Table No. (5.3): Summary Biography of Suleiman bin Muhammad bin Saleh Alsaif

Board Committees

  • Audit Committee
  • Nomination and Remuneration Committee A. Formation of the Nomination and Remuneration Committee
  • Executive and Investment Committee

The following table contains the names of the members of the Nomination and Remuneration Committee:. Determining the strengths and weaknesses of the Board of Directors and recommending solutions to address the weaknesses, in accordance with the interests of the company. The following table contains the names of the members of the Executive and Investment Committee:

Ensuring the implementation of the company's strategy and its effectiveness in achieving the desired goals. Periodic monitoring of the operations of the company's subsidiaries or companies in which the company is a shareholder, including: Summary of the biographies of the members of the executive and investment committees The following is a summary of the biographies of the members of the executive committee:

Table No. (5.13): Summary Biography of Abdulmajeed bin Suleiman bin Muhammad Al-Dakhil
Table No. (5.13): Summary Biography of Abdulmajeed bin Suleiman bin Muhammad Al-Dakhil

Executive Management

  • Executive Management Departments A. Finance Department
  • Members of the Executive Management
  • Employment Contracts with the CEO, CFO and Other Members of the Executive Management
  • Summary Biographies of the Executive Management Members

The following table sets out the details of the members of the Company's Executive Management:. Summary of employment and service contracts with the CEO, CFO and other members of executive management. Member of the Executive and Investment Committee, Jazan Energy and Development Co. JAZADCO), a joint stock company listed in Saudi Arabia operating in aquaculture, agriculture, industrial and real estate sectors, from 2022G to date.

Head of the audit committee, Aqtab International for Trading, a closed joint stock company operating in sports and health centers, from 2022G to date. Academic Qualifications Bachelor of Arts, Menoufia University, Egypt, 1994G. Current positions Supply chain manager of the company, from 2020G to date. Head of Commercial Sales Department, Obeikan Real Estate, a Saudi limited liability company operating in construction and real estate, from 2009G to 2011G. Regional Manager of the Central Region, Al Ghunaim Stationery Ltd.

Table No. (5.24): Executive Management of the Company
Table No. (5.24): Executive Management of the Company

Cases of Bankruptcy and Insolvency Involving the Directors and Executive Management

Head of Audit, Khabeer CPA, a Saudi limited company engaged in accounting, auditing and financial and management consulting, from 2020G to 2021G. Head of Audit, Al Khalaf Chartered Accountants & Auditors Office, a licensed Saudi firm operating in the field of accounting and legal auditing, from 2016G to 2020G. Mohamed Al-Amri & Co., a Saudi limited company engaged in accounting and legal auditing, from 2011G to 2016G.

Direct and Indirect Interests of the Board of Directors and Executive Management

Relatives of Suleiman bin Muhammad bin Saleh Alsaif, a partner and director of Al-Saif Trading Agencies Co. Suleiman bin Muhammad bin Saleh Alsaif, Ahmed bin Suleiman bin Muhammad Alsaif, Haitham bin Suleiman bin Muhammad Alsaif and Muhannad bin Suleiman bin Muhammad Alsaif. Relatives of Ahmed bin Suleiman bin Muhammad Alsaif, a partner and managing director of Al-Saif Coffee Trading Co.

Suleiman bin Muhammad bin Saleh Alsaif lease agreements, in which Nawat Real Estate Investment Company acts as real estate agent. Direct transaction, in addition to Suleiman bin Muhammad bin Saleh Alsaif being a partner and director of Nawat Real Estate Investment Company. Relatives of Suleiman bin Muhammad bin Saleh Alsaif, the owner of the property and a partner and director of Nawat Real Estate Investment Company.

Table No. (5.36): Details of the Agreements and Transactions with Related Parties in which the Directors and Executive  Management Members have an Interest
Table No. (5.36): Details of the Agreements and Transactions with Related Parties in which the Directors and Executive Management Members have an Interest

Remuneration of Directors and Executive Management

Corporate Governance

Paragraph E of Article 15 referred to the disclosure to the public, the CMA and the stock exchange of the results of the general meeting through the websites of the stock exchange and the company. Article 17(D) which provides that the company shall notify the CMA of the names of the directors, a description of their membership and any changes which may affect their membership. Paragraph B of Article 19, which stipulates that upon termination of a director's membership, the company shall immediately notify the CMA and the stock exchange and state the reasons for such termination.

Conflicts of Interest

Employee Shares

Management’s discussion and analysis of financial position and results of operations

  • Introduction
  • Director’s Declaration For Financial Information
  • Overview of the Company
  • Key Factors Affecting the Company’s Performance and Operations
    • Macroeconomic factors
    • Factors relating to the ability to open new stores
    • Seasonal Factors
    • Factors relating to competition
    • Factors relating to supply chain
  • Basis of preparations
  • Significant accounting policies

The Board of Directors declares that the Company and its Subsidiary's share capital are not in option. All seasonal factors affecting the performance and operations of the Company and its Subsidiaries are disclosed in Section 6.4 “Principal Factors Affecting the Company's Performance and Operations” of this prospectus. Al-Saif Stores Development and Investment Company is incorporated as a Saudi closed joint stock company (the “Company”) in accordance with the Companies Law of the Kingdom of Saudi Arabia under Commercial Registration no.

The success and operations of the company are related to the ability to increase the number of stores. The company's operations are affected by seasonal changes in the retail sector of household appliances and kitchenware. These financial statements have been presented in Saudi Riyals (SAR), which is the Company's functional and presentation currency.

Leases

Results of operations

  • Statement of comprehensive income
  • Revenue by Product/Category
  • Revenue by Region
  • Revenue by Branch
  • Cost of Revenue
  • Selling and distribution expenses
  • General and administrative expenses
  • Finance costs
  • Other income
  • Net profit for the year
  • Statement of financial position
  • Non-current assets
  • Current Assets
  • Shareholder’s equity
  • Non-current liabilities
  • Current liabilities
  • Transactions and balances with related parties Due from related parties
  • Contingencies and commitments
  • Statement of Cash Flows

Showroom rental income increased by 14.1% from SAR 4.4 million in 2019G to SAR 5.1 million in 2020G due to an increase in the number of tenants during the period. Rent advances decreased to SAR 15.0 million as of December 31, 2021G, due to rent discounts granted by landlords during the same period. Advances to employees subsequently increased to SAR 2.9 million as at 31 December 2021G due to an increase in advances to employees amid the COVID-19 pandemic.

Proceeds received in advance increased from SAR723 thousand as of December 31, 2019G to SAR1.7 million as of December 31, 2020G, in line with the increase in the number of tenants over the same period. The upfront revenues subsequently decreased to SAR 1.5 million as of December 31, 2021G, driven by the decline in the number of tenants during the same period. The VAT payable subsequently increased to SAR 11.6 million as of December 31, 2021G, mainly due to the increase in the company's turnover, namely during Ramadan and at the end of the year.

Table No. (6.6): Revenue by product/category for the financial years ended 31 December 2019G, 2020G, 2021G.
Table No. (6.6): Revenue by product/category for the financial years ended 31 December 2019G, 2020G, 2021G.

Results of operations for the three-month period ended 31 March 2021G and 2022G

  • Statement of comprehensive income
  • Revenue by Product/Category
  • Revenue by region
  • Revenue by branch
  • Cost of revenue
  • Selling and distribution expenses
  • General and administrative expenses
  • Other income
  • Net profit for the period
  • Statement of finanial position
  • Non-Current assets
  • Current assets
  • Shareholder’s Equity
  • Non-current liabilities
  • Current liabilities

This was partially offset by a decline in demand for kitchenware and appliances and tableware during the three-month period ending March 31, 2022G. Two new branches were opened for the Company during the three month period ending 31 March 2022G (Qunfudah in February 2022G and Sabya in March 2022G). Difference refunds to suppliers decreased from SAR 20 thousand during the three-month period ending March 31, 2021G to nil during the three-month period ending March 31, 2022G.

Bank charges decreased slightly from SAR 1.2 million in the three-month period ended 31 March 2021G to SAR 1.1 million in the three-month period ended 31 March 2022G. Other expenses decreased by 3.6% from SAR 778 thousand in the three-month period ended March 31, 2021G to SAR 750 thousand in the three-month period ended March 31, 2022G due to lower hospitality costs. Source: Audited financial statements for the financial year ended 31 December 2021G and management information for the three months ended 31 March 2022G.

Table No. (6.45): Key Performance Indicators for the three-month period ended 31 March 2021G and 2022G.
Table No. (6.45): Key Performance Indicators for the three-month period ended 31 March 2021G and 2022G.

Gambar

Table No. (1.4): Summary of Financial Information and KPIs for the Financial Years Ended 31 December 2019G, 2020G  and 2021G
Table No. (3.1): Key Macro-Economic Indicators in The Kingdom, 2019G, 2020G, 2021G, 2022G, and 2026G
Table No. (3.9): Kitchenware (serve ware) sub-categories in The Kingdom, 2019G, 2020G, 2021G, 2022G and 2026G
Table No. (4.1): Ownership Structure of the Company Pre- and Post- Offering
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