About Guangzhou Lingnan Group Holdings Company Limited(000524)
Deposit and use of raised funds in 2021
Assurance report of special report
Xin Hui Shi Bao Zi [2022] No. zc10041 Guangzhou Lingnan Group Holdings Company Limited(000524) all shareholders:
We are entrusted to carry out reasonable assurance on the attached special report on the deposit and use of raised funds in 2021 of Guangzhou Lingnan Group Holdings Company Limited(000524) (hereinafter referred to as the “special report on raised funds”) of Guangzhou Lingnan Group Holdings Company Limited(000524) company. 1、 Responsibilities of the board of directors
Guangzhou Lingnan Group Holdings Company Limited(000524) the responsibility of the board of directors of the company is to comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) (CSRC announcement [2022] No. 15) Prepare a special report on raised funds in accordance with the relevant provisions of the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 – announcement format. This responsibility includes designing, implementing and maintaining the internal control related to the preparation of the special report on raised funds to ensure that the special report on raised funds is true, accurate and complete without false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to publish the assurance conclusion of the special report on raised funds on the basis of the implementation of the assurance work.
3、 Job overview
We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information. The standards require us to abide by the code of professional ethics, plan and implement the assurance work, so as to determine whether the special report on raised funds is in accordance with the page 1 of the assurance report listed on the stock market (Gong Guangzhou Lingnan Group Holdings Company Limited(000524) Xin Kuai Shi Bao Zi [2022] No. zc10041) of China Securities Regulatory Commission in all major aspects
The company’s regulatory guidelines No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) (CSRC announcement [2022] No. 15), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – announcement format, Truthfully reflect the deposit and use of the raised funds of Guangzhou Lingnan Group Holdings Company Limited(000524) company in 2021 in all major aspects, and obtain reasonable assurance. In the process of carrying out the assurance work, we have implemented the procedures we consider necessary, including inquiry, inspection of accounting records and so on. We believe that our assurance work provides a reasonable basis for issuing assurance conclusions.
4、 Assurance conclusion
We believe that the special report on the deposit and use of raised funds of Guangzhou Lingnan Group Holdings Company Limited(000524) company in 2021 is in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) (CSRC announcement [2022] No. 15) of China Securities Regulatory Commission in all major aspects The preparation of the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – announcement format truthfully reflects the deposit and use of the raised funds of Guangzhou Lingnan Group Holdings Company Limited(000524) company in 2021.
5、 Report usage restrictions
This report is only used by Guangzhou Lingnan Group Holdings Company Limited(000524) company for the purpose of disclosing the annual report of 2021, and shall not be used for any other purpose.
Guangzhou Lingnan Group Holdings Company Limited(000524) Xin Hui Shi Bao Zi [2022] No. zc10041 assurance report page 2
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China certified public accountant of Lixin certified public accountants: Huang Zhiye (project partner) (special general partnership)
Chinese certified public accountant: Zhou Liwan
Shanghai, China March 21, 2002
Guangzhou Lingnan Group Holdings Company Limited(000524) Xin Hui Shi Bao Zi [2022] No. zc10041 assurance report page 3
Guangzhou Lingnan Group Holdings Company Limited(000524)
Special report on the deposit and use of raised funds in 2021
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 9207011883 income from investment in financial products with idle raised funds
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)
Balance of funds raised in the account as of December 31, 2020
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 company’s first extraordinary general meeting of shareholders in 2021 deliberated and approved the notice on changing the Department of finance
