Securities abbreviation: Guangzhou Lingnan Group Holdings Company Limited(000524) securities code: Guangzhou Lingnan Group Holdings Company Limited(000524) Announcement No.: 2022019
Guangzhou Lingnan Group Holding Co., Ltd
Announcement on the amount of external guarantee 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.
Guangzhou Lingnan Group Holdings Company Limited(000524) (hereinafter referred to as “the company”) the 20th meeting of the 10th board of directors and the 12th meeting of the 10th board of supervisors deliberated and adopted the proposal on the external guarantee amount in 2022 on March 21, 2022. The details are as follows:
1、 Overview of guarantee
Guangzhou guangzhilv Air Transport Service Co., Ltd. (hereinafter referred to as “guangzhilv air transport company”), a subsidiary of Guangzhou guangzhilv International Travel Service Co., Ltd. (hereinafter referred to as “guangzhilv air transport company”), a holding subsidiary of the company, in order to obtain and maintain the qualification of passenger transport sales agent in the agent plan implemented by the International Air Transport Association in China, AVIC Xingang Guarantee Co., Ltd., a guarantee unit approved by the International Air Transport Association, is required to provide guarantee for the passenger transport sales agency agreement signed between guangzhilv air transport company (including the Airport West Business Department of guangzhilv air transport company) and the International Air Transport Association, and guangzhilv air transport company undertakes counter guarantee for the guarantee of AVIC Xingang Guarantee Co., Ltd. According to the above situation, the total amount of external guarantee of the company and its subsidiaries in 2022 is expected to be 22 million yuan, as follows:
Up to now, the newly added guarantee amount of the guarantor and the guaranteed party accounts for the proportion of the shareholding ratio of the guarantor and the guaranteed party in the latest guarantee balance guarantee amount of the most related example of listed companies asset liability (10000 yuan) (10000 yuan) net asset guarantee ratio in the latest period
Guangzhilu AVIC Xingang
Air transportation public Guarantee Co., Ltd. 90.45% 67.29% 2000 0.90% no company
Zhongxin air travel to Hong Kong
Driver’s guarantee limited 90.45% 67.29% 200 0.09% no West business department
Total 2200 0.99%-
At the 20th meeting of the 10th Session of the board of directors of the company, the proposal on the amount of external guarantee in 2022 was deliberated and adopted by 8 votes for, 0 against and 0 abstention. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
1. Basic information
Name of the guaranteed: AVIC Xingang Guarantee Co., Ltd
Date of establishment: September 22, 2004
Registered address: No. 1, 8th Street, logistics park, Beijing airport logistics base, Shunyi District, Beijing
Legal representative: Li Shuying
Registered capital: 500 million yuan
Main business: providing loans, financial leasing and other economic contract guarantees for small and medium-sized enterprises; Car Rental; Mechanical equipment leasing; Engineering guarantee service (excluding financing guarantee).
Equity structure: Capital Airport Group Co., Ltd. holds 98.00% of the company, and HANGGANG financial holding Investment Co., Ltd. holds 2.00% of the company.
2. Description of affiliated relationship or business contact: AVIC Xingang Guarantee Co., Ltd. has no affiliated relationship or other business contact with the listed company.
3. Operation:
The former state-owned aviation administration of China (CAAC) and CAAC Economic Development Co., Ltd. were established in 1994 as the Guarantee Center for the merger of the former state-owned aviation administration of China (CAAC) and CAAC Economic Development Co., Ltd. The company is an enterprise in China determined by the International Air Transport Association in the form of contract to provide economic guarantee services for various agents who join the international air transport association agent program. At the same time, it is also a member of China guarantee alliance.
Since AVIC Xingang Guarantee Co., Ltd. has not submitted its 2021 financial statements to Beijing Administration for Industry and commerce, according to the disclosure of Beijing enterprise credit information publicity system, the total assets of AVIC Xingang Guarantee Co., Ltd. in 2020 were 39778035 million yuan, the total liabilities were 26767418 million yuan, the net assets were 1 Hhc Changzhou Corp(301061) 7 million yuan, the main business income was 53.943 million yuan, and the total profit was 1526999 million yuan, The net profit was 1216487 million yuan and the asset liability ratio was 67.29%.
4. Credit status: AVIC Xingang Guarantee Co., Ltd. is not a dishonest party.
3、 Main contents of the guarantee agreement
In order to obtain and maintain the qualification of passenger transport sales agent in the agent plan implemented by the International Air Transport Association in China, guangzhilv air transport company (including the Airport West Business Department of guangzhilv air transport company), a subsidiary of Guangzhou guangzhilv International Travel Service Co., Ltd., the holding subsidiary of the company, AVIC Xingang Guarantee Co., Ltd., a guarantee unit recognized by the International Air Transport Association, is required to provide guarantee for the passenger transport sales agency agreement signed between guangzhilv air transport company (including the Airport West Business Department of guangzhilv air transport company) and the International Air Transport Association, and guangzhilv air transport company undertakes counter guarantee obligations for the guarantee of AVIC Xingang Guarantee Co., Ltd.
Guangzhilv air transport company and AVIC Xingang Guarantee Co., Ltd. signed the guarantee and counter guarantee agreement on May 15, 2012. AVIC Xingang Guarantee Co., Ltd. undertakes the guarantee with the maximum guarantee amount of 20 million yuan for guangzhilv Air Transport Service Co., Ltd., and guangzhilv Air Transport Service Co., Ltd. undertakes the counter guarantee for the guarantee of AVIC Xingang Guarantee Co., Ltd. according to the agreement. The above agreement can be terminated in writing if Zhiguang Zhilv Air Transport Service Co., Ltd. withdraws from the agent plan implemented by the International Air Transport Association in China.
The Airport West Business Department of guangzhilv Air Transport Co., Ltd. and AVIC Xingang Guarantee Co., Ltd. signed the guarantee and counter guarantee agreement on May 10, 2016. AVIC Xingang Guarantee Co., Ltd. assumed the guarantee with the maximum guarantee amount of RMB 2 million for the Airport West Business Department of Guangzhou guangzhilv Air Transport Service Co., Ltd., and guangzhilv Air Transport Service Co., Ltd. assumed the counter guarantee for the guarantee of AVIC Xingang Guarantee Co., Ltd.
The above agreement can be terminated in writing if Zhiguang Zhilv Air Transport Service Co., Ltd. withdraws from the agent plan implemented by the International Air Transport Association in China.
The above agreement is the guarantee and counter guarantee agreement signed by guangzhilv before it became the holding subsidiary of the listed company in 2017. According to the above agreement, the total amount of external guarantee of the company and its subsidiaries in 2022 is expected to be 22 million yuan. Within the above guarantee limit, the term and amount of each counter guarantee obligation will be determined according to the guarantee letter issued by AVIC Xingang Guarantee Co., Ltd. to guangzhilv air transport company (including guangzhilv air transport company’s Airport West business department), and the total guarantee amount of the company (including subsidiaries) in 2022 will not exceed the guarantee limit granted this time.
4、 Opinions of the board of directors
The board of Directors believes that this external guarantee is for the needs of the daily business operation of guangzhilv air transportation company, a wholly-owned subsidiary of guangzhilv, and is conducive to the development of the company’s travel agency business. AVIC Xingang Guarantee Co., Ltd. is an enterprise in China determined by the International Air Transport Association in the form of contract to provide economic guarantee services for various agents participating in the agent program of the International Air Transport Association. It is also a member of the China guarantee alliance, and its actual controller is the Civil Aviation Administration of China. Therefore, the board of Directors believes that the asset quality, operation and credit status of the guaranteed are good, and the guaranteed is solvent.
The independent directors of the company expressed their independent opinions on the proposal on the amount of external guarantee in 2022 and held that:
1. This external guarantee is for the needs of the daily business operation of guangzhilv air transportation company, a wholly-owned subsidiary of guangzhilv, and is conducive to the development of the company’s travel agency business;
2. The risks of this external guarantee are controllable, the review procedures comply with relevant laws, regulations and relevant provisions of regulatory authorities, and there is no situation damaging the interests of the company and shareholders.
5、 Accumulated external guarantees and overdue guarantees
Except for this guarantee, the listed company and its holding subsidiaries have no other guarantees. After this guarantee is provided, the total balance of external guarantees of the listed company and its holding subsidiaries is 22 million yuan, accounting for 0.99% of the net assets of the Listed Company attributable to the shareholders of the listed company in the latest audit.
The company has no illegal guarantee, no overdue guarantee or guarantee involving litigation.
6、 Other
1. Resolutions of the 20th meeting of the 10th Session of the board of directors of the company;
2. Resolutions of the 12th meeting of the 10th Session of the board of supervisors of the company;
3. Opinions of independent directors of the company.
It is hereby announced.
Guangzhou Lingnan Group Holdings Company Limited(000524) board of directors
March 21, 2002
