Gf Securities Co.Ltd(000776) about raising funds for supporting financing of Guangzhou Lingnan Group Holdings Company Limited(000524) major asset restructuring in 2021
Verification opinions on storage and use
Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) “) as an independent financial consultant for Guangzhou Lingnan Group Holdings Company Limited(000524) (hereinafter referred to as ” Guangzhou Lingnan Group Holdings Company Limited(000524) ” and “the company”) to issue shares and pay cash to purchase assets, raise supporting funds and related party transactions, In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the deposit and use of funds raised by supporting financing for Guangzhou Lingnan Group Holdings Company Limited(000524) major asset restructuring in 2021 were verified, The specific verification is as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and availability of funds
With the approval of the reply on approving Guangzhou Lingnan Group Holdings Company Limited(000524) issuing shares to Guangzhou Lingnan International Enterprise Group Co., Ltd. to purchase assets and raise supporting funds (zjxk [2017] No. 129) issued by China Securities Regulatory Commission, Guangzhou Lingnan Group Holdings Company Limited(000524) issued 135379061 RMB ordinary shares (A shares) to specific investors through non-public offering, with a par value of RMB 1.00 per share and an issue price of RMB 11.08 per share, The total amount of raised funds is 149999999588 yuan, after deducting 3361972163 yuan of issuance expenses (including 184152084 yuan of VAT input tax), the net amount of Guangzhou Lingnan Group Holdings Company Limited(000524) actual raised funds is 146638027425 yuan. The above raised funds have been verified by Lixin Certified Public Accountants (special general partnership) and issued the capital verification report (xksbz [2017] No. zc10317).
(II) use and balance of raised funds
The use and balance of raised funds in previous years are as follows:
Unit: Yuan
Project amount
The net amount of actually raised funds is 146638027425
Plus: accumulated interest on deposit minus service charge 2849989700
Received 9207011883 profit from using idle raised funds to invest in financial products
Outstanding issuance fee 403172163
Less: cash consideration 49900000000
Use the raised funds to invest in the raised investment project 3900584729
Purchase of financial products with idle raised funds at the end of the period 0.00
As of December 31, 2020, the balance of the raised funds account was 105297616442
As of December 31, 2021, the balance of the raised funds account is 41453153606 yuan. The use and balance of the raised funds in this period are as follows:
Unit: Yuan
Project amount
As of December 31, 2020, the balance of the raised funds account was 105297616442
Plus: accumulated interest on deposit minus service charge 889965489
Received the investment income of using idle raised funds to invest in financial products 0
Less: permanent replenishment of working capital with raised funds 64734428325
At the end of the period, the purchase amount of financial products invested with idle raised funds was 0
As of December 31, 2021, the balance of the raised funds account was 41453153606
2、 Deposit and management of raised funds
(I) management of raised funds
Approved by the second extraordinary general meeting of shareholders in 2016, the company established the management system of raised funds to standardize the management and use of raised funds, including the storage of raised funds in a special account, the use of raised funds, the change of the purpose of raised funds, the supervision and management of raised funds, and the management and supervision of assets involved in the issuance of shares.
Gf Securities Co.Ltd(000776) and the company signed the tripartite supervision agreement on raised funds with China Merchants Bank Co.Ltd(600036) Guangzhou TIYU East Road sub branch, China Citic Bank Corporation Limited(601998) Guangzhou China Hotel sub branch and Huaxia sub branch of Guangzhou Rural Commercial Bank Co., Ltd. on April 12, 2017 in accordance with the model tripartite supervision agreement. There is no significant difference between the above agreement and the model tripartite supervision agreement.
As of December 31, 2021, the tripartite supervision agreement between Gf Securities Co.Ltd(000776) , the company and China Merchants Bank Co.Ltd(600036) Guangzhou TIYU East Road sub branch is in normal performance.
On December 28, 2017, Gf Securities Co.Ltd(000776) , the wholly-owned subsidiary of the company and its holding subsidiary guangzhilv, Beijing
Guangzhilv International Travel Agency Co., Ltd. and Industrial And Commercial Bank Of China Limited(601398) Guangzhou Liuhua sub branch, Bank of China
Guangzhou Baiyun sub branch of Bank of China Co., Ltd. signed the four party supervision agreement on raised funds, Gf Securities Co.Ltd(000776) , and
Guangzhou yiqihang Information Technology Co., Ltd., a wholly-owned subsidiary of the company and its holding subsidiary guangzhilv, and China Minsheng shares
Guangzhou Branch of Co., Ltd. signed the four party supervision agreement on raised funds. Scope of the above agreement and the tripartite supervision agreement
There are no significant differences in the.
On January 16, 2020, the company’s first extraordinary general meeting of shareholders in 2020 deliberated and approved the notice on termination of raising shares
The proposal of raising funds to invest in the project agrees the company to terminate the “easy to start” Pan tourism service platform construction project and the whole region
Construction of domain distributed operation and vertical service network and global destination integrated service network
implementation. In view of the termination of the above-mentioned investment projects with raised funds, in order to standardize bank account management and reduce management costs
This year, as of June 4, 2020, the company has handled the registration procedures established by Beijing guangzhilv International Travel Agency Co., Ltd
The two special accounts for raised funds and the above one set up by Guangzhou yiqihang Information Technology Co., Ltd
Cancellation procedures of special account for gold. After the cancellation of the above account, the company and Beijing guangzhilv International Travel Agency Co., Ltd
Company and Guangzhou Yiqi Bank Information Technology Co., Ltd. signed the “raised funds” with the deposit bank and Gf Securities Co.Ltd(000776) respectively
The four party supervision agreement shall be terminated accordingly.
On January 14, 2021, the company’s first extraordinary general meeting of shareholders in 2021 deliberated and approved the notice on changing the Department of finance
According to the proposal on the use of raised funds for permanent replenishment of working capital, it is agreed that the company will terminate the implementation of the whole region
Full implementation of distributed operation and vertical service network construction project and global destination integrated service network construction project
The remaining raised funds of the Department (including interest and wealth management income, and the specific amount shall be subject to the actual balance data at the time of implementation)
The purpose of is changed to permanently supplement working capital. As of February 5, 2021, the company has distributed the whole region
The operation and vertical service network construction project and the global destination integrated service network construction project raise funds
All the remaining raised funds (including interest income and wealth management income) in the special account of the fund are transferred to the general deposit of the company
Account for permanent replenishment of working capital. The company has handled the cancellation of the above two special accounts for raised funds
In addition, after the above account is cancelled, the company and Gf Securities Co.Ltd(000776) and China Citic Bank Corporation Limited(601998) Guangzhou China University
Tripartite supervision of raised funds signed by hotel sub branch and Huaxia sub branch of Guangzhou Rural Commercial Bank Co., Ltd
The agreement shall be terminated accordingly.
(II) storage of raised funds
As of December 31, 2021, the deposit of the company’s raised funds in the special account for raised funds of each bank
As follows (including deposit interest income):
Use of raised funds: name of project opening bank, bank account name, account number, balance of raised funds (yuan)
“Yiqixing” Pan tourism service level China Merchants Bank Co.Ltd(600036) Guangzhou Lingnan group holding 0209 Tianjin Saixiang Technology Co.Ltd(002337) 1088041453153606 platform construction project Guangzhou TIYU East Road sub branch Co., Ltd
Regional distributed operation and vertical China Citic Bank Corporation Limited(601998) Guangzhou Lingnan group holding 8110901012 Aerosun Corporation(600501) 045 has cancelled the direct service network construction project Guangzhou China Hotel sub branch Co., Ltd
Global destination integrated service network Guangzhou Rural Commercial Bank Co., Ltd. Guangzhou Lingnan Group Holdings 05871815 China Vanke Co.Ltd(000002) 247 has been cancelled from Huaxia sub branch Co., Ltd. of Luoluo Construction Project Co., Ltd
“Yiqihang” Pan tourism service Ping China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. Guangzhou yiqihang information technology 628456783 has been cancelled from Taiwan construction project company Guangzhou Huanshi Sub Branch Technology Co., Ltd
Regional distributed operation and China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. Beijing guangzhilv international travel 3602866429100179368 has cancelled the direct service network construction project company Guangzhou Lejia road Sub Branch Agency Co., Ltd
Global destination integrated service network Bank Of China Limited(601988) Beijing guangzhilv international travel 634069628269 has cancelled the network construction project Guangzhou Yuanjing road Sub Branch Agency Co., Ltd
Total 41453153606
3、 Actual use of raised funds in 2021
Comparison table of actual use of raised funds
Unit: Yuan
Total raised funds 146638027425 total raised funds invested 64734428325 in 2021
Total amount of raised funds with changed purposes during the reporting period
