Securities abbreviation: Guangzhou Lingnan Group Holdings Company Limited(000524) securities code: Guangzhou Lingnan Group Holdings Company Limited(000524) Announcement No.: 2022017 Guangzhou Lingnan Group Holding Co., Ltd
Forecast announcement of daily connected transactions in 2022
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 daily connected transactions
(I) overview of daily connected transactions
1. Related party transactions between Guangzhou Lingnan International Enterprise Group Co., Ltd. and its related parties and the company
Guangzhou Lingnan Group Holdings Company Limited(000524) (hereinafter referred to as “the company” or “our company”) the controlling shareholder of Guangzhou Lingnan International Enterprise Group Co., Ltd. (hereinafter referred to as “Lingnan group”) owns major and non-staple food, tourism and hotel and other related industries, including Guangzhou Grain Group Co., Ltd., Guangzhou vegetable and fruit Enterprise Group Co., Ltd., Guangzhou zhimeizhai Food Co., Ltd., Guangzhou Bazi Chain Store Co., Ltd Guangzhou Oriental International Travel Service Co., Ltd. and Guangzhou Garden International Travel Service Co., Ltd. have a high market position and market share in Guangzhou.
The main business of our company is travel agency, hotel, catering and other businesses. Every year, our company needs to purchase commodities and food raw materials from Lingnan group and its main and non-staple food enterprises, purchase travel agencies and hotel services from Lingnan group and its tourism and hotel enterprises, and lease relevant venues for operation from Lingnan group and its enterprises; At the same time, it sells tourism and hotel products and services to Lingnan group and its enterprises, provides tourism and hotel and other related labor services, and leases relevant venues required for its business activities to Lingnan group and its enterprises. Therefore, in the above aspects related to daily operation, our company is expected to have a large number of related party transactions with the controlling shareholder Lingnan group and its subsidiaries.
2. Related party transactions between Guangzhou Commercial Investment Holding Group Co., Ltd. and its related parties and the company
The company issued the suggestive announcement on the free transfer of state-owned equity of the controlling shareholder of the company and the summary of Guangzhou Lingnan Group Holdings Company Limited(000524) acquisition report on December 30, 2021, and the Guangzhou Lingnan Group Holdings Company Limited(000524) acquisition report on January 6, 2022, indicating that the Guangzhou Municipal People’s government transferred 90% of the equity of Lingnan group held by it to Guangzhou Commercial Investment Holding Group Co., Ltd. (hereinafter referred to as “Guangzhou commercial control”). Therefore, according to the provisions on affiliated legal persons in 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Guangzhou commercial holding, as the acquirer of the free transfer of the equity of Lingnan group, the controlling shareholder of the company, is newly added as the affiliated legal person of the company. As Guangzhou commercial holding has retail, logistics, exhibition and trade and other related industries, including Guangzhou Grandbuy Co.Ltd(002187) , Guangzhou guangbai Logistics Co., Ltd., Guangzhou guangbai Supermarket Co., Ltd. and Guangzhou guangbai exhibition and Trade Co., Ltd., the above enterprises have a high market position and market share in Guangzhou.
Our company’s main business is travel agency, hotel, catering and other businesses. Therefore, it is expected that our company needs to purchase commodities, food and raw materials from Guangzhou commercial control and its retail enterprises, and purchase logistics and exhibition and trade services from Guangzhou commercial control and its logistics enterprises; At the same time, it sells tourism and hotel products and services, provides tourism, hotel and other related labor services to Guangzhou commercial holding and its enterprises, and rents relevant venues required for business activities to Guangzhou commercial holding and its enterprises. Therefore, in the above aspects related to daily operation, our company and Guangzhou commercial holding and its subsidiaries are also expected to have a large number of related party transactions.
(3) Review procedures for implementation
On March 21, 2022, the 20th meeting of the 10th board of directors of the company deliberated and approved the proposal on the prediction of the company’s daily connected transactions in 2022. It is estimated that the total amount of daily connected transactions in 2022 is 7305150000 yuan, and the actual amount of similar transactions in the previous year is 4330623419 yuan.
There are 8 directors who should attend the meeting and 8 directors who actually attended the meeting. During the voting process, the four directors attending the meeting, Liang Lingfeng, Luo Feng, Chen Baiyu and Zhu Shaodong, who were affiliated directors, avoided voting as required, and the voting directors Tian Qiusheng, Tang Qingquan, Wu XiangNeng and Zheng Dingquan agreed to pass the proposal with 4 votes.
The above proposal on the prediction of the company’s daily connected transactions in 2022 has been approved in advance by the independent directors of the company. The independent directors of the company believe that the above connected transactions are generated by daily business activities, the transaction price is fair and reasonable, and there is no damage to the interests of the company and the majority of shareholders.
Since the amount of daily connected transactions in 2022 does not exceed 5% of the absolute value of the latest audited net assets of the listed company, this transaction does not need to be submitted to the general meeting of shareholders for deliberation.
(II) estimated category and amount of daily connected transactions
In view of the fact that the company is expected to have many connected transactions related to daily operation with Lingnan group and many enterprises under Guangzhou commercial control in 2022, and it is difficult to disclose the information of all connected persons, according to the relevant regulations of Shenzhen Stock Exchange, given that the affiliated enterprises of Lingnan group and Guangzhou commercial control are actually controlled by Lingnan group or Guangzhou commercial control, In addition, the transaction amount of a single related party of Lingnan group and affiliated enterprises of Guangzhou commercial control is expected to not reach 0.5% of the audited net assets of the company in the previous year. Now, the related party transactions related to daily operation between the company and affiliated enterprises of Lingnan group and Guangzhou commercial control are consolidated and listed based on Lingnan group and Guangzhou commercial control respectively. The details are as follows:
Unit: Yuan
Contract signing deposit
Related party transactions as of the disclosure date
Amount of related party transactions or estimated amount of last year amount of others’ pricing principle
forehead
Lingnan purchases commodities, raw materials
The market price of the group’s food, venue and hotel travel is 1147980000, 57491346 and 933341174. The group collects tourism related products and other commodities from related parties
Purchase of raw materials Guangzhou purchase of goods, raw materials and other market prices
Commercial controlled goods 3000000 0.001028991
Subtotal 115098000057491346934370165
Lingnan sales, hotel service and travel
Group agency services, venue rental and market price 14150 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 7323503323184951 sell tourism related products to related parties
Selling products, selling hotel services and travel in Guangzhou
Quality control agency services, venue rental and market price 212400000 0.0039147245 tourism related products
Subtotal 16274 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 7323503362332196
Lingnan offers hotel, tourism and automobile market prices
Group car and other related labor services 442167 Shenzhen Cereals Holdings Co.Ltd(000019) 06351482996634852 provide hotel, tourism and automobile services to related parties in Guangzhou
The market price of labor services related to vehicle control by labor suppliers is 66 Shanghai Pudong Development Bank Co.Ltd(600000) 0.0015512546
Subtotal 448827 Shenzhen Cereals Holdings Co.Ltd(000019) 06351483012147398
Accept the market price of hotel and tourism services accepted by the related party Lingnan
Subtotal of labor services provided by the group
385000.00 0.00 217736.60
Total 730515 Shenzhen Special Economic Zone Real Estate&Properties (Group).Co.Ltd(000029) 54499974330623419
(III) actual occurrence of daily related party transactions in the previous year
In 2021, the company had numerous and daily operations with Lingnan group and many enterprises under Guangzhou commercial control
Relevant connected transactions are difficult to disclose the information of all connected persons. Therefore, in accordance with the relevant provisions of Shenzhen Stock Exchange
The affiliated enterprises of Lingnan group and Guangzhou commercial control are actually controlled by Lingnan group or Guangzhou commercial control, and Lingnan
The transaction amount of a single related person of the group and affiliated enterprises of Guangzhou commercial control is expected to be less than that of the company in the previous year
According to the audited net assets of 0.5%, the company’s relationship with Lingnan group and affiliated enterprises of Guangzhou commercial Holding Co., Ltd. occurred on the same day in 2021
Related party transactions related to regular operations are consolidated and listed according to Lingnan group and Guangzhou commercial control.
Specific as
Below:
Unit: Yuan
Actual hair actual hair
The proportion of the actual amount of the related transactions in the amount of the related transactions
Estimated amount of other people’s accommodation of easy category disclosure date and index of estimated amount of similar industries
Business proportion difference
（%） （%）
See April 20, 2021 for details of purchased goods and raw materials, food, in China Securities Journal, securities time Lingnan site Hotel Travel 9333411742049720000 0.76% – 54.46% newspaper and cninfo online announced the raw materials of the 2021 forecast announcement on commodity transactions such as daily related party procurement of tourism related products from related groups (2021025).
And commodities purchased in Guangzhou
Commercial control materials and other commodities 1028991 – 0.00% – not applicable
Subtotal – 9343701652049720000 0.76% – 54.41%
