Securities abbreviation: Guangzhou Lingnan Group Holdings Company Limited(000524) securities code: Guangzhou Lingnan Group Holdings Company Limited(000524) Announcement No.: 2022018 Guangzhou Lingnan Group Holding Co., Ltd
Special report on the deposit and use of raised funds in 2021
Important note: the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
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) (hereinafter referred to as “the company”) to Guangzhou state owned assets Development Holding Co., Ltd., Guangzhou Financial Holding Group Co., Ltd Guangzhou Securities Co., Ltd. and Guangzhou Lingnan Group Holdings Company Limited(000524) phase I employee stock ownership plan have raised funds through non-public offering by 4 specific investors.
The issue price of the shares is 11.08 yuan / share, a total of 135379061 shares are issued, and the total amount of funds raised is 1499999588 yuan. On April 11, 2017, Lixin certified public accountants verified the raised funds and issued the capital verification report (xksbz [2017] No. zc10317). As of April 11, 2017, the company’s non-public offering raised monetary funds of 1499999588 yuan, after deducting the issuance related expenses of 3361972163 yuan, the net amount of the company’s actual raised funds was 146638027425 yuan.
(II) use and balance of raised funds
The company has used 53800584729 yuan of raised funds in previous years. Among them, according to the agreement on issuing shares and paying cash to purchase assets signed between the company and Guangzhou Lingnan International Enterprise Group Co., Ltd. (hereinafter referred to as “Lingnan group”), the total cash consideration paid to Lingnan group is 49900000000 yuan; Use the raised funds to invest 3900584729 yuan in the raised investment project; The net amount of bank deposit interest deducting bank handling charges received by the company from the raised funds is 2849989700 yuan, and the investment income of using idle raised funds to invest in financial products is 9207011883 yuan. The use and balance of raised funds in previous years are as follows:
Project amount (yuan)
The net amount of actually raised funds is 146638027425
Plus: accumulated interest on deposit minus service charge 2849989700
Received investment of 9207011883 in financial products with idle raised funds
Income Fund
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
Balance of funds raised in the account as of December 31, 2020
On January 14, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on changing the purpose of part of the raised funds for permanent replenishment of working capital, It is agreed to change the purpose of all the remaining raised funds (including interest and financial income) of the terminated raised funds investment project, the regional distributed operation and vertical service network construction project and the global destination integrated service network construction project into permanent supplementary working capital. Therefore, in 2021, the company actually used the raised funds of 64734428325 yuan. Among them, the use of raised funds to permanently supplement working capital is 64734428325 yuan, and other actual use of raised funds to invest in raised projects is 0.00 yuan; The accumulated interest stored in the special bank account of raised funds after deducting the handling fee was 889965489 yuan, and the due investment income of using idle raised funds to purchase financial products was 0.00 yuan. In addition, there are still outstanding issuance expenses of 403172163 yuan in the special bank account of the company’s raised funds.
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:
Project amount (yuan)
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.
According to the provisions of the company’s management system for raised funds, the company has set up three special accounts for raised funds in 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. Beijing guangzhilv International Travel Service Co., Ltd., a wholly-owned subsidiary of Guangzhou guangzhilv International Travel Service Co., Ltd. (hereinafter referred to as “guangzhilv”), a holding subsidiary of the company, has set up a special fund-raising account in Industrial And Commercial Bank Of China Limited(601398) Guangzhou Liuhua sub branch and Bank Of China Limited(601988) Guangzhou Baiyun sub branch respectively, Guangzhou yiqihang Information Technology Co., Ltd., a wholly-owned subsidiary of guangzhilv, a holding subsidiary of the company, has set up a special account for raising funds in China Minsheng Banking Corp.Ltd(600016) Guangzhou Branch.
On April 12, 2017, the company and its independent financial consultant Gf Securities Co.Ltd(000776) signed the tripartite supervision agreement for 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. there is no significant difference between the above agreement and the model tripartite supervision agreement Gf Securities Co.Ltd(000776) as the independent financial consultant of the company, the sponsor of the financial consultant is appointed to supervise the use of the raised funds of the company, and the company and the deposit bank cooperate with Gf Securities Co.Ltd(000776) ‘s investigation and inquiry. As of December 31, 2021, the tripartite supervision agreement between the company and its independent financial advisor Gf Securities Co.Ltd(000776) and China Merchants Bank Co.Ltd(600036) Guangzhou TIYU East Road sub branch is in normal performance.
On December 28, 2017, Beijing guangzhilv International Travel Agency Co., Ltd., the wholly-owned subsidiary of the company and its holding subsidiary guangzhilv, and the independent financial consultant Gf Securities Co.Ltd(000776) signed the four party supervision agreement for raised funds with Industrial And Commercial Bank Of China Limited(601398) Guangzhou Liuhua sub branch and Bank Of China Limited(601988) Guangzhou Baiyun sub branch respectively, Guangzhou yiqihang Information Technology Co., Ltd., a wholly-owned subsidiary of the company and its holding subsidiary guangzhilv, and the independent financial consultant Gf Securities Co.Ltd(000776) signed the four party supervision agreement for raised funds with China Minsheng Banking Corp.Ltd(600016) Guangzhou Branch. There is no significant difference between the above agreement and the model tripartite regulatory agreement Gf Securities Co.Ltd(000776) as the independent financial adviser of the company, the sponsor of the financial adviser is appointed to supervise the use of the raised funds of the company. The company, its holding subsidiaries and the Bank of deposit cooperate with Gf Securities Co.Ltd(000776) ‘s investigation and inquiry.
On January 16, 2020, the first extraordinary general meeting of the company in 2020 deliberated and passed the proposal on terminating the investment projects with raised funds, and agreed to terminate the implementation of the “easy to start” Pan tourism service platform construction project, the regional distributed operation and vertical service network construction project and the global destination integrated service network construction project. In view of the termination of the above-mentioned investment projects with raised funds, as of June 4, 2020, the company has gone through the cancellation procedures of the above-mentioned two special accounts for raised funds established by Beijing guangzhilv International Travel Agency Co., Ltd. and the above-mentioned one special account for raised funds established by Guangzhou yiqihang Information Technology Co., Ltd. After the cancellation of the above account, the four party supervision agreement on raised funds signed by the company, Beijing guangzhilv International Travel Agency Co., Ltd. and Guangzhou Yiqi Bank Information Technology Co., Ltd. with the deposit bank and independent financial consultant Gf Securities Co.Ltd(000776) shall be terminated accordingly.
On January 14, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on changing the purpose of part of the raised funds for permanent replenishment of working capital, It is agreed that the company will change the purpose of all remaining raised funds (including interest and financial income, etc., and the specific amount shall be subject to the actual balance data at the time of implementation) of the terminated regional distributed operation and vertical service network construction project and the global destination integrated service network construction project into permanent supplementary working capital. As of February 5, 2021, the company has transferred all the remaining raised funds (including interest income and financial income) in the two special accounts for raised funds of the regional distributed operation and vertical service network construction project and the global destination integrated service network construction project into the general deposit account of the company for permanent replenishment of working capital. The company has gone through the cancellation procedures of the above two special accounts for raised funds. After the cancellation of the above accounts, the tripartite supervision agreement on raised funds signed by the company and its independent financial adviser Gf Securities Co.Ltd(000776) and China Citic Bank Corporation Limited(601998) Guangzhou China Hotel sub branch and Huaxia sub branch of Guangzhou rural commercial Bank Co., Ltd. shall be terminated accordingly.
(II) storage of raised funds in special account
As of December 31, 2021, the deposit of the company’s raised funds in the special account for raised funds of each bank is as follows (including deposit interest and financial management income):
Name of deposit bank name of bank account no. of raised funds storage project balance of raised funds (yuan)
China Merchants Bank Co.Ltd(600036) Co., Ltd. Guangzhou Lingnan group holding
“Yiqixing” Pan Tourism Company Guangzhou TIYU East Road
Service Platform Construction Project Co., Ltd. 0209 Tianjin Saixiang Technology Co.Ltd(002337) 1088041453153606 sub branch
Regional distributed operation China Citic Bank Corporation Limited(601998) Co., Ltd. controlled by Guangzhou Lingnan group
And vertical service network company Guangzhou China wine Stock Co., Ltd. 8110901012 Aerosun Corporation(600501) 045 has cancelled the construction project store sub branch
Guangzhou Rural Commercial Bank Guangzhou Lingnan Group Co., Ltd
Global destination integrated services Co., Ltd. Huaxia has cancelled the business network construction project Co., Ltd. 05871815 China Vanke Co.Ltd(000002) 247
Sub branch
China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. Guangzhou Yiqi bank information
“Yiqixing” Pan Tourism Co., Ltd. Guangzhou Huanshi cancelled service platform construction project technology Co., Ltd. 628456783
Sub branch
Regional distributed operation China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. Beijing guangzhilv International
And vertical service network Co., Ltd. Guangzhou Lejia Travel Agency Co., Ltd. 3602866429100179368 has cancelled the construction project road sub branch
Bank Of China Limited(601988) Co., Ltd. Beijing guangzhilv International
Guangzhou Yuanjing Road branch of global destination integrated service company
