Gao Sheng Holding (000971): The Proposal Of The Chairman Was Rejected By The Nine Shareholders

Gaosheng holdings announced in the evening of January 31st. Li Yao, chairman of the company, invited the board of directors to consider three bills, including the company's promotion of science and technology report, dividends and the resolution of the violation of the listed company's guarantee.

However, the motion was not approved by the board of directors.

China Securities Journal reporter noted that around the Gaosheng holding company, the Wechsler family's illegal occupation of funds matters, the company's shareholders and the real control camp disagree.

Previously, relevant shareholders have called for a board of directors to remove 4 directors from the family of the real controller.

The motion was rejected.

For Gaosheng special audit bill, Li Yao said that in the first year after the expiration of the performance commitment period, the performance of the subsidiary company rose to a cliff breaking performance. At the same time, the prediction result of goodwill impairment was about 800 million yuan -12 billion yuan, and its performance changed its face without reasonable commercial logic.

The board of directors is now proposing a special audit of Gaosheng's financial statements from 2013 to 2018.

Xu Lei and Dong Hong, the directors of related directors, avoided voting on relevant bills.

The motion was not approved by 4 votes in favour, 4 votes against, 1 abstentions.

Tian Ying Chun, an independent director, voted against the bill. He pointed out that the audit work in 2018 has just begun and it is neither fair nor reasonable to start a special audit of a subsidiary company over the years without any reason.

In the motion of Gaosheng technology dividend, Li Yao said that due to the fact that some of the shares pferred by Hua Qi communications company had not yet been paid, the listed company has been in default.

Meanwhile, the counterparty Shenzhen Junfeng venture capital fund management Co., Ltd. has frozen the accounts of Jinzhong's high rise Data System Co., Ltd. in Jinzhong bank through a judicial way, with a frozen amount of 79 million 990 thousand yuan.

In order to solve the above breach of contract as soon as possible and avoid the liability of the listed company for further breach of contract, we hereby draw dividends from the unlisted profits of the listed companies, and the proceeds from the profit dividends shall be used to pay for the pfer of the shares of Hua Qi communications.

The motion was not approved by 4 votes in favour, 5 votes against, 2 abstentions.

The directors Dong Hong and Xu Lei voted against the motion. Two people pointed out that the profits paid by Gaosheng technology were not related to the payment of Hua Qi share pfer fund. The payment of Hua Qi share pfer fund should be fixed or increased by borrowing. To increase or borrow debts, the company needed to clear up all the existing illegal guarantee. If Gaosheng technology should turn over profits, in order to ensure the safety of funds, it must also clear up all the existing illegal guarantee, capital occupation and account freeze.

Regarding the solution to the violation guarantee of listed companies, Li Yao said that in view of the existing violations of the guarantee of listed companies' controlling shareholders and their concerted actions, in order to avoid the losses that may be caused to the listed companies in the foregoing matters, we now invite the board of directors to authorize the management to take legal measures.

The bill has not yet been passed.

Chen Guoxin, the independent director, voted against the bill. He said he should not ask the board to authorize the management, which is what the company's management should do.

Nine shareholders' joint name for recall

According to media reports, in January 20th, nine shareholders of Gaosheng holdings asked the company to convene an interim meeting of the board of directors, proposing to recall Wei Zhenyu, Li Yao, Zhang Yiwen, Sun Peng and other related positions, and proposed to convene the first provisional shareholders' meeting in 2019.

The proposal was held in Ping, Weng yuan, Xu Lei, Yuan Jianing, Wang Yu, Liu Fengqin, Fu Gangyi, Fang Yu and Li Wei, together holding 29.33% of Gaosheng holdings.

Nine shareholders said in the proposal that Wei Zhenyu and his family, Li Yao, Zhang Yiwen, Sun Peng and others in the company's operation process, many times failed to fulfill the company's relevant approval procedures, without the approval of the board of directors, unauthorized use of company seal, contract and financial special seal, illegal and unauthorized representatives of the company signed external loan contracts, guarantee contracts, etc., for the actual controller Wei Zhenyu and its associated companies misappropriated huge amounts of funds of listed companies, illegal external guarantees, illegal loans.

The above shareholders requested Li Yao, chairman of Gaosheng holding company, to issue a notice of the interim board meeting to the directors of the company before January 23, 2019, containing the three motions mentioned in the proposal and hosting the provisional board of directors in January 27, 2019.

If Li Yaowei issued a notice of the board of directors in accordance with the above requirements in January 23, 2019, a director should be elected by the other directors of the company as a convener, giving notice of the board of directors and presided over the company's provisional board in January 27, 2019.

However, up to now, Gaosheng Holdings has not disclosed the motion of the above shareholders.

In January 30th, the Shenzhen Stock Exchange asked the company to explain the resolutions of the Board concerned so far.