Securities abbreviation: Guangzhou Lingnan Group Holdings Company Limited(000524) securities code: 000524 Announcement No.: 2022-004 Guangzhou Lingnan Group Holding Co., Ltd
Announcement on resolutions of the 19th meeting of the 10th board of directors
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.
The 19th meeting of the 10th Session of the board of directors of Guangzhou Lingnan Group Holdings Company Limited(000524) (hereinafter referred to as “the company”) was held by means of communication on January 14, 2022, and the meeting notice was sent by telephone, e-mail or written delivery on January 11, 2022. 8 directors should attend the meeting, and 8 directors actually attended the meeting in person. The meeting was presided over by Mr. Liang Lingfeng, chairman of the company. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. The following resolutions were unanimously adopted by the directors attending the meeting:
1、 The proposal on providing financial assistance to subsidiaries was deliberated and adopted (see the announcement on providing financial assistance to subsidiaries disclosed in China Securities Journal, securities times and cninfo online on the same day for details).
In order to support the operation and development of the company’s subsidiaries, the seventh meeting of the 10th board of directors agreed on January 15, 2021 that the company would provide financial assistance of no more than 195 million yuan to the wholly-owned subsidiary Guangzhou Garden Hotel Co., Ltd. (hereinafter referred to as “Garden Hotel”) with its own funds, Provide financial assistance of no more than RMB 275 million to China Hotel, a wholly-owned subsidiary, and no more than RMB 30 million to Guangzhou Lingnan International Hotel Management Co., Ltd. (hereinafter referred to as “Lingnan Hotel”), a wholly-owned subsidiary, from January 17, 2021 to January 16, 2021; On March 9, 2021, the 8th meeting of the 10th Session of the board of directors agreed that the company would provide financial assistance of no more than RMB 200 million to the holding subsidiary Guangzhou guangzhilv International Travel Agency Co., Ltd. (hereinafter referred to as “guangzhilv”) with its own funds from March 10, 2021 to March 9, 2022.
Whereas the above financial support for Garden Hotel, China wine Hotel and Lingnan hotel will expire on January 16, 2022, and the financial support for guangzhilv will expire on March 9, 2022. In order to continue to support the operation and development of wholly-owned subsidiary Garden Hotel, China Hotel, Lingnan Hotel and holding subsidiary guangzhilv and reduce its financing cost, Without affecting the normal production and operation of the company, the company agrees to provide financial assistance of no more than RMB 17 million to the wholly-owned subsidiary garden hotel with its own funds, no more than RMB 300 million to the wholly-owned subsidiary China Hotel, and no more than RMB 30 million to the wholly-owned subsidiary Lingnan hotel, Provide financial assistance of no more than RMB 200 million to the holding subsidiary guangzhilv, and the above financial assistance can be recycled within the limit.
Among them, the term of providing financial assistance to Garden Hotel, China Hotel and Lingnan hotel is from January 17, 2022 to January 16, 2023. Since Garden Hotel, China Hotel and Lingnan hotel are wholly-owned subsidiaries of the company, the above financial assistance will not charge fund use fee; The term of providing financial assistance to guangzhilv is from March 10, 2022 to March 9, 2023, and the fund use fee is charged according to the actual loan amount. The fund use fee is based on the one-year loan market quotation rate (LPR) published by the national interbank lending center one working day before signing the financial assistance agreement, Charged by 15 basis points lower than the benchmark interest rate.
Independent directors believe that the decision-making procedures of the company’s proposal on providing financial assistance to subsidiaries comply with the provisions of relevant laws, regulations, normative documents and systems, such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board, and the articles of Association; The purpose of providing financial assistance to the wholly-owned subsidiary Garden Hotel, China Hotel, Lingnan Hotel and holding subsidiary guangzhilv with its own funds is to meet the capital needs of its operation and development, reduce the financing cost, comply with the interests of the company and all shareholders, and will not have an adverse impact on the operation of the company, There is no situation that damages the interests of the company and shareholders, especially minority shareholders; The objects of this financial support are Garden Hotel, China Hotel, Lingnan Hotel and guangzhilv, which are wholly-owned or holding subsidiaries of the company. The company can effectively control them to ensure the safety of the company’s funds. Therefore, it is agreed that the company will provide financial assistance to the wholly-owned subsidiaries Garden Hotel, China Hotel, Lingnan Hotel and the holding subsidiary guangzhilv.
Voting results: 8 in favor, 0 against and 0 abstention.
It is hereby announced.
Guangzhou Lingnan Group Holdings Company Limited(000524) board of directors
January 14, 2002
