Guangzhou Lingnan Group Holdings Company Limited(000524)
Summary of acquisition Report
Name of listed company: Guangzhou Lingnan Group Holdings Company Limited(000524)
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Guangzhou Lingnan Group Holdings Company Limited(000524)
Stock Code: 000524 SZ
Name of purchaser: Guangzhou Commercial Investment Holding Group Co., Ltd
Address: 23 / F, No. 12, Xihu Road, Yuexiu District, Guangzhou
Mailing address: 9 / F, No. 122, Liuhua Road, Yuexiu District, Guangzhou
December, 2001
Purchaser’s statement
1、 The summary of this report is prepared by the acquirer in accordance with the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies, and other relevant laws, regulations and departmental rules.
2、 In accordance with the provisions of the securities law of the people’s Republic of China and the measures for the administration of the acquisition of listed companies, the summary of this report has fully disclosed the shares in which the acquirer has an interest in Guangzhou Lingnan Group Holdings Company Limited(000524) .
As of the signing date of the summary of this report, except for the shareholding information disclosed in the summary of this report, the acquirer has no interest in Guangzhou Lingnan Group Holdings Company Limited(000524) in any other way.
3、 The purchaser has obtained necessary authorization and approval for signing the summary of this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the purchaser.
4、 This acquisition is a free transfer of state-owned assets. According to the measures for the administration of the acquisition of listed companies, the acquirer may be exempted from making an offer.
5、 This acquisition is based on the information set forth in the summary of this report. Except for the purchaser and the professional institutions employed, no other person has been entrusted or authorized to provide information not listed in the summary of this report and make any explanation or explanation on the summary of this report.
6、 The purchaser promises that there are no false records, misleading statements or major omissions in this report, and shall bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
The purchaser declares that 1 catalog two
Section 1 interpretation three
Section 2 Introduction to the acquirer 4 I. Basic information of the purchaser 4 II. Controlling shareholder and actual controller of the acquirer 4 III. brief description of the main business engaged by the acquirer and its financial status in the last three years 5 IV. punishment, litigation and arbitration of the purchaser in the last five years 6 v. directors, supervisors and senior managers of the acquirer 6. Brief information of the acquirer’s equity shares in other domestic and overseas listed companies reaching or exceeding 5% of the issued shares of the company 7. The acquirer holds more than 5% shares in banks, trust companies, securities companies, insurance companies and other financial institutions Section III acquisition decision and acquisition purpose 8 I. acquisition purpose 8 II. Plans to increase or dispose of shares in the next 12 months 8 III. relevant procedures and time of this acquisition Section 4 acquisition method 9 I. number and proportion of shares with interests in listed companies 9 II. The way of this acquisition 10 III. brief description of whether there are any rights restrictions on the shares involved in this acquisition Section V source of funds Section 6 exemption from making an offer 12 I. matters and reasons for exemption from making an offer 12 II. Equity structure of listed companies before and after the acquisition 12 III. legal opinions on matters exempted from issuing the offer Section VII other major matters 14 the purchaser declares that fifteen
Section I interpretation
Unless otherwise specified, the following abbreviations have the following meanings in the summary of this report:
Listed company, Guangzhou Lingnan Group Holdings Company Limited(000524) refers to Guangzhou Lingnan Group Holdings Company Limited(000524) , stock code: 000524 SZ
The acquirer and Guangzhou commercial holding refers to Guangzhou Commercial Investment Holding Group Co., Ltd
Guangzhou SASAC refers to the state owned assets supervision and Administration Commission of Guangzhou Municipal People’s government
Lingnan group refers to Guangzhou Lingnan International Enterprise Group Co., Ltd
Guangzhou commercial control transferred 90% of the shares of Lingnan group held by Guangzhou state-owned assets in this transaction and this acquisition Instruction Committee through the free transfer of state-owned property rights, became the controlling shareholder of Lingnan group and indirectly controlled 60.99% of the shares of the listed company Guangzhou Lingnan Group Holdings Company Limited(000524)
The summary of this report refers to the summary of Guangzhou Lingnan Group Holdings Company Limited(000524) acquisition report
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The measures for the administration of acquisitions refer to the measures for the administration of acquisitions of listed companies
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public – Acquisition report of listed companies
CSRC refers to the China Securities Regulatory Commission
China Securities Depository and Clearing Corporation refers to China Securities Depository and Clearing Co., Ltd
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Three years and phase I refer to 2018, 2019, 2020 and January October 2021
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: in the summary of this report, there are differences in the mantissa between the sum of some totals and each addend, which are caused by rounding.
Section II introduction to the purchaser
1、 Basic information of the purchaser
Company name: Guangzhou Trade Investment Holding Group Co., Ltd
Registered address: 23rd floor, No. 12, Xihu Road, Yuexiu District, Guangzhou
Legal representative: Jiang Guoyuan
The registered capital is 723.66 million yuan
Unified social credit code 91440101231244547w
Company type: limited liability company (state-owned holding)
Date of establishment: June 10, 1996
Business term: June 10, 1996 to long term
Enterprise headquarters management; Enterprise management services (except those involving licensed business projects); asset management (excluding licensed approval projects); supply chain management; enterprise management consulting services; corporate image planning services; public relations services; market research services; commodity information consulting services; market marketing planning services; conference and exhibition services; enterprise self owned 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, business scope exhibitions, etc. activities requiring special approval shall be operated only after obtaining approval); investment management services; commercial franchising; commodity retail trade (except licensed commodities); trade agency; commission agency; commodity wholesale trade (except for 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 warehousing); interior decoration and design
No. shareholder name contribution amount (10000 yuan) shareholding ratio
Shareholders 1 Guangzhou SASAC 65129.4090 00%
2 Guangdong Provincial Department of finance 7236.6010 00%
Mailing address: 9 / F, No. 122, Liuhua Road, Yuexiu District, Guangzhou
Postal Code: 510030
Tel: 020-83380977
2、 Controlling shareholders and actual controllers of the acquirer (I) equity structure, controlling shareholders and actual controllers of the acquirer
As of the signing date of the summary of this report, the Guangzhou Municipal People’s government holds 90% of the equity of the acquirer Guangzhou commercial holding. According to the authorization of the Guangzhou Municipal People’s government, the Guangzhou SASAC performs the responsibilities of shareholders on behalf of the Guangzhou Municipal People’s government to supervise and manage the state-owned assets and equity. Therefore, Guangzhou SASAC is the actual controller of Guangzhou commercial control.
The equity structure of Guangzhou commercial holding is as follows:
Guangzhou SASAC Guangdong Provincial Department of Finance
90%10%
Guangzhou Trade Investment Holding Group Co., Ltd
（2） Core enterprises and core businesses controlled by the acquirer
As of the signing date of the summary of this report, the core enterprises and core businesses controlled by the acquirer Guangzhou commercial control are as follows:
Equity ratio controlled by registered capital
No. company name date of establishment (10000 yuan) main business
Direct indirect
Guangzhou guangbai
1. Joint stock Co., Ltd. 1990-08-2761761.92 32.25% 30.27% retail and wholesale
department
Guangzhou guangbai
2 Logistics Co., Ltd. 1983-08-2460000.00 100.00% – warehousing logistics
department
Guangzhou guangbai
3. Exhibition and Trade Co., Ltd. has 43.35% 51.44% venue leasing and Property Management Co., Ltd. from April 21, 1998 to April 21, 17647.05
Guangzhou Guangshang
4. Capital management: 2019-01-21190000.00 100.00% – investment and consulting services
III. brief description of the main business of the acquirer and the financial situation of the last three years. The acquirer Guangzhou commercial holding was established on June 10, 1996. At present, it has formed a business system of “one main and two wings and ‘3 + 1’ integrated development” with retail industry as the main body, logistics industry and exhibition and trade industry as the two wings and industrial investment as the connecting point, The main financial data of the last three years and the first period are shown in the table below:
Unit: 10000 yuan
October 31, 2021 December 31, 2020 December 31, 2019 December 31, 2018 project date / January 10, 2021 / year 2020 / year 2019 / year 2018
Total assets 1563894.291551740.511489262.811776926.68
Total liabilities 640636.99632568.79716179.61641326.49
Owner’s equity 923257.30919171.72773083.211135600.18
October 2021
