Gaosheng Holdings (000971):15 Billion Illegal Guarantee Continued Fermentation Letter Phi Violation Is Still Under Investigation

Major shareholder violations continue to ferment, the principal amount to 1 billion 500 million yuan.

In January 2018, Gaosheng controlling shareholder blue Ting industry and Zhejiang Zhongtai Chuang Exhibition Enterprise Management Co., Ltd. (hereinafter referred to as "Zhongtai Chuang Exhibition") signed the loan contract. The loan amount was 22 million 500 thousand yuan, the date of signing the agreement was January 2018, and the loan period was 15 days.

In January 2018, Wei Zhenyu, the then chairman of the company, used the company seal and signed the "third party unlimited joint liability guarantee" with the Sino Thai exhibition. It provided unlimited joint and several liability guarantee for the loan term and loan principal, interest, penalty interest, compound interest, breach of contract damages, damages and the cost of all claims of the party in the above loan contract. The guarantee period is from January 2018 to January 2020.

As of the date of announcement, the loan outstanding of the blue tripod industry is still less than 22 million 500 thousand yuan, and the interest is not paid until it is settled.

In June 20, 2018, Gaosheng controlling shareholder blue Ting industry and Shenzhen BAOYING factoring Co., Ltd. (hereinafter referred to as "BAOYING factoring") signed the "loan contract", the loan amount was 14 million 180 thousand and 900 yuan, and the loan period was from June 21, 2018 to September 20, 2018.

In June 20, 2018, Li Yao, the company's current chairman, used the company seal and signed a guarantee contract with BAOYING factoring to provide joint and several liability for the loan principal, interest, penalty interest and overdue interest under the above loan contract. The guarantee period is from June 20, 2018 to September 20, 2020.

As of the announcement date, blue Ting industrial loan outstanding, still owed principal 14 million 180 thousand and 900 yuan, outstanding interest to be settled at the time of settlement.

After verification, the above violation guarantees were made by the then chairman Wei Zhenyu and Li Yao, who did not perform the process of using the seal of the listed company, and used the company's official seal and signed the guarantee agreement.

Verified and understood by the company to the actual controller, the major shareholder and its related parties, the initial capital of the total non operating capital occupied by the major shareholder and its related parties in the form of joint borrowing is 372 million 150 thousand yuan. The principal balance as of the date of the announcement is 55 million yuan. The initial sum of the total amount of guarantee provided for the major shareholders and their related parties is 1 billion 979 million 464 thousand and 200 yuan, and the principal balance as of the announcement date is 1 billion 497 million 588 thousand and 500 yuan.

The interest amount is confirmed at the time of settlement.

For the two new violation guarantees, directors Xu Lei and Dong Hong issued opinions on the contents and data involved in the progress notice (including the new external guarantee and the situation of non operating capital occupation and the latest progress of the previous disclosure), and the company did not provide detailed information on its authenticity, completeness and accuracy.

As for the above information and the information I have received, I, as a company director, can not guarantee whether there are false or misleading statements or omissions in the contents of the announcement.

Tian Chun, an independent director, issued an opinion. In view of the endless violation of large shareholders' guarantee activities, I can not guarantee the integrity of such information disclosure.

The independent director radar has issued opinions. At present, the third party verification work has not ended. The complete conclusion of the company's external guarantee and capital occupation needs to be further verified.

As early as September 27, 2018, Gaosheng holdings received the notice of investigation issued by the SFC (serial number: 201861).

According to the relevant provisions of the securities law of the People's Republic of China, the SFC decided to file an investigation on the company because of its illegal disclosure of information.

At present, the investigation is still under investigation.

Illegal secured loans cited "Gong Dou", the company's operations worse.

The letter shows that in January 20th, 9 shareholders were sent to the company's board of directors on the basis of the equality of the shareholders. The main content is that, in view of the various illegal borrowing and guarantee activities that the company has constantly committed, in order to protect the normal operation of the company and the legitimate rights and interests of the small and medium-sized shareholders, the 9 shareholders jointly proposed the provisional meeting of the board of directors on the basis of the 118th articles of the company law and the articles of association of the Cmi Holdings Ltd and the rules of the board of directors of the Gaosheng Cmi Holdings Ltd sixteenth and 17. The motion of the meeting was a motion to remove the chairman of the board of directors of the chairman of the board of directors of the board of directors of the board of directors of the board of directors. The motion concerning the recall of directors of Wei Zhenyu, Li Yao, Zhang Yiwen, Sun Peng and the first provisional shareholders' meeting in 2019 were held. In February 19th, Gaosheng holdings responded to the concern of the Shenzhen Stock Exchange.

After receiving the above e-mail, the chairman of the board replied to the 9 shareholders on equal terms. The main content is that the chairman should convene and chair the interim board meeting within 3 days in accordance with the sixteenth provision of the company's board of directors rules and the proposal to represent more than 10% of the voting shareholders.

If a provisional meeting of the board of directors is proposed in accordance with the provisions of the preceding paragraph, a written proposal by the proposer (Gai Zhang) shall be submitted to the chairman.

Up to now, I have not received all written proposal documents signed by the 9 shareholders mentioned above. After receiving the above 9 shareholders' documents, I will fulfill relevant obligations in time in accordance with the relevant provisions of the articles of association and the company's board of directors rules of procedure.

Here, shareholders who have not yet issued written proposal documents are requested to provide them as soon as possible in accordance with the relevant rules.

After the chairman sent a notice for the written proposal, the 9 shareholders submitted a written proposal to the chairman of the board.

After verification by the chairman, the written proposal submitted by the shareholders is not in conformity with the provisions of the articles of association, and does not have the conditions for convening the temporary board of directors.

Some shareholders sent an e-mail to the board of directors on the morning of January 27, 2019, declaring the withdrawal of the proposals and proposals signed before.

The board of Directors considers that the written proposal submitted by the 9 shareholders is not in line with the relevant requirements of the sixteenth articles of the company's board of directors rules on written proposals, and some shareholders have withdrawn the proposals and proposals previously signed. The joint names of the 9 shareholders have changed. The board of directors considers that the proposal is incomplete and can not serve as an effective basis for convening the board meeting.

Gaosheng Holdings "Gong Dou" also came to an end.

However, the operation of the company is still not optimistic. In January 29th, Gaosheng holdings issued the 2018 annual performance notice. During the reporting period, the net profit of Gaosheng holdings belonging to shareholders of listed companies was 1 billion 500 million yuan -20 billion yuan, and the main reason for the performance change was the net profit of the company's wholly owned subsidiary, Shanghai Ying Yue Network Technology Co., Ltd. (hereinafter referred to as "Shanghai Ying Yue"). The estimated net worth of the listed company was estimated to be about 5-7 billion yuan.

The company's wholly-owned subsidiary, Jilin Gaosheng Technology Co., Ltd. has seen a sharp decline in profits, showing signs of significant impairment. The estimated goodwill impairment is estimated at about 8-13 billion yuan.