Securities abbreviation: Guangzhou Lingnan Group Holdings Company Limited(000524) securities code: 000524 Announcement No.: 2021-072 Guangzhou Lingnan Group Holding Co., Ltd
Important tips of the suggestive announcement on the free transfer of state-owned equity of the controlling shareholder of the company: the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without false records, misleading statements or major omissions.
Important:
1、 The free transfer of state-owned equity is based on the controlling shareholders of Guangzhou Lingnan Group Holdings Company Limited(000524) (hereinafter referred to as “the company”), Guangzhou Lingnan International Enterprise Group Co., Ltd. (hereinafter referred to as “Lingnan group”) and Guangzhou Commercial Investment Holding Group Co., Ltd. (hereinafter referred to as “Guangzhou commercial holding”) ）To implement the joint reorganization, the Guangzhou Municipal People’s government transferred 90% of the equity of Lingnan group to Guangzhou commercial holding free of charge.
2. According to Article 63 of the measures for the administration of the acquisition of listed companies, this free transfer meets the situation of exemption from making an offer.
3. The free transfer of state-owned equity will not lead to the change of the company’s direct controlling shareholder or the change of the company’s actual controller. After the free transfer of state-owned equity is completed, Guangzhou commercial control will become the indirect controlling shareholder of the company.
1、 Basic information on the free transfer of state-owned equity of the controlling shareholder
On October 29, 2021, the company disclosed the suggestive announcement on the proposed joint reorganization of the controlling shareholders of the company (No. 2021-057). The announcement said that according to the notice on printing and distributing the work plan on integrating municipal resources to build a leading enterprise in Guangzhou’s business and Tourism Industry issued by the state owned assets supervision and Administration Commission of Guangzhou Municipal People’s Government (hereinafter referred to as “Guangzhou SASAC”) (SUI Guo Zi Gai [2021] No. 13). In order to effectively integrate Guangzhou’s commercial tourism industry resources, comprehensively promote consumption upgrading, build a national leading commercial tourism industry group, and help Guangzhou build an international consumption center city, Guangzhou SASAC plans to jointly restructure Lingnan group and Guangzhou commercial control, reorganize and establish Guangzhou Lingnan Commercial Tourism Investment Group Co., Ltd (tentative name, subject to the final approval of the market supervision and administration department).
On December 28, 2021, The company received the notice of Guangzhou SASAC on transferring 90% state-owned equity of Guangzhou Lingnan International Enterprise Group Co., Ltd. to Guangzhou Business Investment Holding Group Co., Ltd. (SUI Guo Zi Quan Quan Quan [2021] No. 19) transferred from the controlling shareholder Lingnan group, which said that it would transfer 90% equity of Lingnan group held by Guangzhou Municipal People’s government (the above equity shall be transferred to Guangzhou commercial holding free of charge.
The free transfer of state-owned equity will not lead to the change of the company’s direct controlling shareholder or the change of the company’s actual controller. After the implementation of the free transfer of state-owned equity, the direct controlling shareholder of the company is still Lingnan group, the actual controller is still Guangzhou SASAC, and Guangzhou commercial control will hold 90% of the equity of Lingnan group and become the indirect controlling shareholder of the company.
2、 Basic information of the controlling shareholder’s free transfer of state-owned equity to both parties
(i) Draw out party
Organization Name: state owned assets supervision and Administration Commission of Guangzhou Municipal People’s Government
Nature of organization: Organization
Address: 6 / F, west block, building 5, compound 1, Fuqian Road, Yuexiu District, Guangzhou, Guangdong
Person in charge: Chen Dejun
Unified social credit Code: 114401007719611xl
（2） Transfer in Party
Company name: Guangzhou Trade Investment Holding Group Co., Ltd
Address: 23 / F, No. 12, Xihu Road, Yuexiu District, Guangzhou
Nature of enterprise: limited liability company (state-owned holding)
Legal representative: Jiang Guoyuan
Registered capital: 723.66 million yuan
Tax registration certificate No.: 91440101231244547w
Main business: enterprise headquarters management; Enterprise management services (except those involving licensed business projects); asset management (excluding license approval projects); supply chain management; enterprise management consulting services; corporate image planning services; public relations services; market research services; commodity information consulting services; marketing planning services; conference and exhibition services; enterprise own capital investment; large-scale event organization planning services (large scale activities refer to evening parties, sports meetings, celebrations, art and model competitions, art festivals, film festivals, public welfare performances, exhibitions, etc., and activities requiring special approval shall be operated only after obtaining approval); investment management services; commercial franchise; commodity retail trade (except licensed commodities); trade agency; commission agency; commodity wholesale trade (excluding licensed and approved commodities); road freight transportation agency; logistics agency service; warehousing agency service; other warehousing industry (excluding crude oil, refined oil storage, gas storage and dangerous goods storage); real estate development and operation; property management; real estate intermediary service; real estate consulting service; house leasing; site leasing (excluding storage); interior decoration and design.
Equity structure: Guangzhou SASAC holds 90% equity of Guangzhou commercial control, and Guangdong Provincial Department of finance holds 10% equity of Guangzhou commercial control.
Operation and development status: Guangzhou commercial control was jointly reorganized by Guangzhou Department Store Enterprise Group Co., Ltd. and Guangzhou Friendship Group Co., Ltd. in 2019. It is positioned as the only commercial circulation asset integration body and capital investment operation management platform in Guangzhou. Guangzhou commercial control has been deeply engaged in the field of Commerce and trade for many years, forming a retail industry as the main body and logistics industry and exhibition and trade industry as the two wings, Business system with industrial investment as the connection point.
3、 The impact of this state-owned equity transfer on the company’s equity structure
1. Before the free transfer of state-owned equity, the equity structure of the company, the controlling shareholder and the actual controller is as follows:
2. After the free transfer of state-owned equity, Guangzhou commercial holding will hold 90% equity of Lingnan group, and the number and proportion of shares held by Lingnan group have not changed. The equity structure of the company, the controlling shareholder and the actual controller is as follows:
The transfer of state-owned equity will not lead to changes in the company’s direct controlling shareholder and actual controller. The company’s direct controlling shareholder is still Lingnan group, and the actual controller is still Guangzhou SASAC. Guangzhou commercial control will become the company’s indirect controlling shareholder through this free transfer. The transfer of state-owned equity will not affect the normal production and operation of the company.
4、 Follow up matters and risk tips involved in this state-owned equity transfer
1. The current equity change belongs to the free transfer of state-owned equity under the same control, which is in line with the provisions of paragraph 1 (I) of Article 63 of the measures for the administration of the acquisition of listed companies, and the offer may be exempted. 2. For the follow-up work such as the disclosure of acquisition report by the information disclosure obligor involved in the free transfer, the company will urge the information disclosure obligor to timely perform the information disclosure obligation in accordance with the relevant provisions of the administrative measures for the acquisition of listed companies.
3. The acquisition still needs to obtain the consent document on business concentration issued by the Anti Monopoly Bureau of the State Administration of market supervision and go through the formalities of industrial and commercial change registration. There is uncertainty whether it can obtain relevant approval or approval.
4. The company will pay close attention to the progress of this state-owned equity transfer, and timely perform the obligation of information disclosure in accordance with the provisions of relevant laws and regulations. Please invest rationally and pay attention to investment risks. 5、 Documents for future reference
1. Notice on free transfer of 90% state-owned equity of Guangzhou Lingnan International Enterprise Group Co., Ltd. to Guangzhou commerce and Trade Investment Holding Group Co., Ltd. (SUI Guo Zi Quan Quan Quan [2021] No. 19) issued by Guangzhou SASAC.
It is hereby announced.
Guangzhou Lingnan Group Holdings Company Limited(000524) board of directors
December 29, 2021
