Securities abbreviation: Guangzhou Lingnan Group Holdings Company Limited(000524) securities code: Guangzhou Lingnan Group Holdings Company Limited(000524) Announcement No.: 2022022 Guangzhou Lingnan Group Holding Co., Ltd
About Wuhan feitu Holiday International Travel Agency Co., Ltd
Announcement on the implementation of performance commitments
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.
In accordance with the relevant provisions of Shenzhen Stock Exchange's self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board, Guangzhou Lingnan Group Holdings Company Limited(000524) (hereinafter referred to as the "company") has prepared the statement on the achievement of performance commitments of Wuhan feitu Holiday International Travel Agency Co., Ltd. The details are hereby announced as follows:
1、 Basic information of this transaction
(I) overview of this transaction
Guangzhou guangzhilv International Travel Service Co., Ltd. (hereinafter referred to as "guangzhilv"), the holding subsidiary of the company, and Wu hailing, Ge Qian and Wuhan feitu Holiday International Travel Service Co., Ltd. (hereinafter referred to as "Wuhan feitu holiday") signed the equity transfer agreement on Wuhan feitu Holiday International Travel Service Co., Ltd. (hereinafter referred to as "equity transfer agreement") on June 19, 2018. The overall plan of this transaction is that guangzhilv purchases 51% equity of Wuhan feitu Holiday International Travel Agency Co., Ltd. from natural persons Wu hailing and Ge Qian with its own capital of RMB 544935 million. For details, the company posted on China Securities Journal, securities times and www.cninfo.com on June 20, 2018 info. com. cn. Announcement on the acquisition of the equity of Wuhan feitu Holiday International Travel Agency Co., Ltd. by the holding subsidiary (Announcement No.: 2018027) disclosed on the.
Guangzhilv pays the transaction consideration in cash. The details are as follows:
Serial No. counterparties' proportion of this transfer and consideration price of equity transfer (10000 yuan)
1 Wu Hailing 50.00% 534250
2 Ge Qian 1.00% 106.85
Total 51.00% 544935
(II) approval of this transaction
On June 19, 2018, the company held the 8th meeting of the 9th board of directors, deliberated and approved the proposal on the acquisition of equity of Wuhan feitu Holiday International Travel Agency Co., Ltd. by its holding subsidiary.
(III) completion of this transaction
On July 11, 2018, Wuhan feitu holiday, the subject of this transaction, completed the registration procedures for the change of industrial and commercial registration on matters such as shareholders and legal representatives in Wuhan Jianghan District administrative examination and approval Bureau, and obtained the renewed business license. The equity transfer procedures and relevant industrial and commercial registration have been completed. After this change, guangzhilv holds 51% equity of Wuhan feitu holiday, which has become the holding subsidiary of guangzhilv.
2、 Performance commitment of the target company
According to the equity transfer agreement signed by guangzhilv, Wu hailing and Ge Qian, the performance commitments related to the subject company's Wuhan feitu holiday are as follows:
Wu hailing and her spouse sun Feng promised that the net profits promised during the performance commitment period of Wuhan feitu holiday were: the actual net profit in 2018 was no less than 10.68 million yuan; The actual net profit in 2019 shall not be less than 13.35 million yuan; The actual net profit in 2020 shall not be less than 16.69 million yuan. The above net profit refers to the net profit attributable to the owner of the parent company after deducting non recurring profits and losses under the consolidated statements audited by an accounting firm qualified for securities and futures business.
If the actual net profit of the target company in the performance commitment period does not reach the above committed net profit of Wuhan feitu holiday, the actual controller Wu Hailing (and her spouse sun Feng) before Wuhan feitu holiday shall pay performance compensation to Guangzhi travel in cash, and the amount of performance compensation shall be calculated as follows: the amount of compensation payable in the current period = the amount of committed net profit in the current period - the amount of actual net profit in the current period.
3、 Adjustment of performance commitment period
On April 13, 2021, the company held the 9th meeting of the 10th board of directors, deliberated and approved the proposal on adjusting the performance commitments of Wuhan feitu Holiday International Travel Agency Co., Ltd., and agreed to extend the original performance commitment period of 2020 to 2021. The second extraordinary general meeting of the company in 2021 deliberated and approved the above performance adjustment on April 30, 2021.
4、 Achievement of performance commitments of this transaction
In 2018, the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was RMB 107903 million; In 2019, after deducting non recurring profits and losses, the net profit attributable to the owner of the parent company was 143136 million yuan. Therefore, Wuhan feitu holiday has completed the performance promised in the equity transfer agreement in 2018 and 2019.
After the deliberation of the general meeting of shareholders of the company, the performance commitment period of Wuhan feitu holiday in 2020 has been postponed to 2021. Its performance in 2021 is as follows:
Unit: 10000 yuan
Project year 2021
Audited net profit after deducting actual non recurring profit and loss -13.136
Performance commitments 166900
Difference -180513
5、 Reasons for unfulfilled performance commitments
Since the main business of Wuhan flying vacation is inbound and outbound tourism and other businesses, according to the relevant notice of the general office of the Ministry of culture and tourism, the inbound and outbound tourism group business of tourism enterprises has not been restored in 2021. Therefore, the operating performance of Wuhan feitu holiday is greatly affected by the above factors.
6、 Measures to be taken by the company
Affected by covid-19 pneumonia, Wuhan feitu holiday failed to fulfill its performance commitment in 2021. The company will comprehensively consider the contract agreement, the impact of the epidemic and the long-term development of the company, and negotiate with the commitment party as soon as possible.
For this announcement.
Guangzhou Lingnan Group Holdings Company Limited(000524) board of directors
March 21, 2002
