Gaosheng Holdings (000971): Domestic And Foreign Aggression Intensified, The Scale Of Illegal Guarantees Rose To 2 Billion

Under the pressure of huge violation guarantees, 000971.SZ has not yet had a concrete schedule to solve the crisis.

On the contrary, new exposure of illegal guarantee projects is still increasing.

In March 13th, the company disclosed that two undisclosed warranty items were found in the verification, so that the initial principal size of the total amount of the total amount of violation guarantees increased to about 2 billion yuan. Up to now, the principal balance is about 1 billion 500 million yuan.

There are indications that over the past six months or so, Gaosheng holdings failed to form a "resultant force" around solving the problem of illegal guarantee.

The original letter of inquiry disappeared.

For general investors, Gao Sheng Holdings "fell" suddenly.

In July 19, 2018, Gaosheng holdings disclosed a notice entitled "announcement of the reply to the Shenzhen stock exchange inquiry letter", answering three questions: Du Linlin's "flash words" and "undisclosed matters involving litigation and lending" of the former secretaries, and unveiled the curtain of illegal guarantees.

The China Times reporter noted that before the reply announcement, Gaosheng holdings failed to disclose the inquiry letter of the Shenzhen Stock Exchange.

In the reply announcement, Gaosheng holdings admitted that the company involved three loans in April 2018, totaling about 250 million yuan, but failed to make timely disclosure.

In addition, the company has exposed serious problems in the internal governance mechanism when describing the causes of borrowing matters: Gaosheng Holdings said that in the case involving litigation, the borrowers were playing with the close relatives of the real controlling families, and the listed companies were listed as co borrowers.

This kind of reply has triggered a continuous inquiry by the Shenzhen Stock Exchange. After lifting the reply several times, Gaosheng exposed the fact that the actual control person occupied 182 million yuan of the listed company's funds in August 20th of that year.

Since then, the real controller has promised to repay the aforementioned 182 million yuan to the listed company before August 24, 2018, but only after two months, that is, in October 24th of that year, the commitment was fulfilled.

During the period, Gaosheng holdings violating the warranty issue further exposed the new case.

In September 28, 2018, Gaosheng holdings in the "external guarantee and capital occupation progress notice" said that in the self inspection and verification of major shareholders and their related parties found that listed companies exist for the world universe, Yu Chi Reed violation of security matters, involving a guarantee amount of 340 million yuan.

The reason for the violation is that the then chairman Wei Zhenyu and the current chairman Li Yao did not carry out the process of using the seal of the listed company, and used the official seal illegally.

Internal distrust begins

At the time of Gao Sheng's "squeezing toothpaste" letter, gradually losing patience and trust to the outside world, it also split up because of distrust.

A landmark event is that 7 directors abstained from voting on the truthfulness, accuracy and completeness of the contents of the progress notice on external guarantees and capital occupation, including independent directors, Tian Ying Chun, Zhao Liang, Chen Guo Xin, directors Xu Lei, Dong Hong, Yuan Jia Ning.

Among them, directors Xu Lei, Dong Hong and Yuan Jianing made clear that they had lost faith in the actual controller Wei Zhenyu and chairman and general manager Li Yao.

In reply to the inquiry of the Shenzhen Stock Exchange, the three explained that as a company director, the company has been paying close attention to the company's external guarantee and fund occupation through the national credit information publicity system, the Chinese referee's official document network and other public enquiry channels after the company's violation.

"However, such irregularities are related to litigation and the result of litigation can be inquired publicly after opening to the public, and if there is still no judicial guarantee for such judicial proceedings, it can not be queried.

This external inspection method and its limitation can not reflect the overall picture of the company's external guarantee and capital occupation.

In view of the above circumstances, we have asked the actual controllers and major shareholders to complete the disclosure of all irregularities with the company when the above violations are initially exposed.

The three said.

According to the three directors, the controller of Gaosheng Holdings has publicly assurances to the three people that only three of the directors have inquired about the information.

But shortly afterwards, the three directors inquired that in September 11, 2018, a compulsory enforcement Award for Cmi Holdings Ltd, involving a sum of 15 million 500 thousand yuan, was added, which was verified by the Gaosheng holding law department.

"In view of this, we have totally lost confidence in the actual controller Wei Zhenyu and chairman and general manager Li Yao."

The directors Xu Lei, Dong Hong and Yuan Jianing said.

In September 27, 2018, Gaosheng holdings received the "Notice of investigation" by the SFC. The latter said that because the listed company was suspected of illegal disclosure of information, according to the relevant provisions of the securities law of the People's Republic of China, the SFC decided to initiate a case investigation.

Recombination suspended in the air

Gaosheng holdings issued a violation of security issues, coincided with a major asset restructuring.

Now, with the listed companies being investigated by the securities and Futures Commission, the reorganization is forced to "hang in the air" and even lead to litigation disputes.

In December 11, 2017, the new third board company, 834355.OC, announced that Gaosheng holdings would buy 99.997% stake in Hua Qi communications company at a paction price of no more than 919 million yuan, issuing shares and paying cash separately, paying 505 million yuan for share payment, and 414 million yuan for cash payment.

In April 27, 2018, the paction was approved by the SFC. In October 24th of this year, the newly issued shares of Gaosheng holdings were officially listed.

However, the part of Gaosheng holding cash payment price has not been completed because of the matching funds raised (not more than 453 million 830 thousand yuan), because the violation guarantee has been "covered" and has been put under investigation by the SFC.

And, therefore, triggered litigation related disputes.

One of the original shareholders of Hua Qi communications, Shenzhen Junfeng venture capital fund management Co., Ltd. (hereinafter referred to as "Junfeng fund") has applied to the Shenzhen intermediate people's court for application for pre litigation preservation of Gaosheng holding company and its subsidiary Beijing Gaosheng Data System Co., Ltd. (hereinafter referred to as "Beijing high number").

At present, the Shenzhen intermediate people's court has frozen the accounts of Beijing high number in Jinzhong bank, with a freezing amount of 79 million 990 thousand yuan.

From time point of view, Gaosheng holding this acquisition seems to have whitewashed the 2018 performance and high stock prices.

In the first half of 2018, Gaosheng's operating income increased by only 0.85% over the same period last year, and net profit attributable to shareholders of listed companies decreased by 65.9% compared with the same period last year, and 65.27% after the deduction.

But in the end, it seems that the pfer of Hua Qi communications equity is later than expected (the completion of handover procedures in October 31, 2018), and Gaosheng holdings can only include the profit from November 2018 to December in the consolidated statements.

Since then, there has been a huge loss of goodwill in 2018.

In January 30, 2019, Gaosheng holdings estimated that the net loss in 2018 was between 1 billion 500 million yuan and 2 billion yuan.

For the reasons for the huge losses, Gaosheng holdings mainly said: first, the net profit of the company's wholly owned subsidiary, Shanghai Ying Yue Network Technology Co., Ltd. has not been reached when it is restructured, and its operating profit is obviously lower than that expected when it forms goodwill. There are obvious signs of impairment. The estimated impairment of goodwill is about 500 million -7 billion yuan. Two, the gross profit margin of the company's wholly-owned subsidiary Jilin Gaosheng Technology Co., Ltd. has declined, the industry is fiercely competitive, and the market situation has changed significantly, resulting in a sharp decline in the profits of Gaosheng technology and obvious signs of impairment. The company has invited professional agencies to conduct a pre assessment of the goodwill, and the estimated impairment of goodwill is about 800 million -13 billion yuan.

Board of directors intensified

More than half a year after the breach of the warranty was issued, Gaosheng holdings failed to form a "resultant force" around solving the problem of illegal guarantee, but on the contrary, "internal and external troubles" intensified.

One of the worries is that the board of directors has intensified the struggle. Some directors have launched a motion to remove the directors representing the interests of the real controller.

In January 20, 2019, 9 Gaosheng holding shareholders issued an e-mail proposal to the board of directors of the company on the request for a temporary meeting of the board of directors of the company. The main content is that, in view of the various illegal borrowing and guarantee activities that the company has constantly taken, in order to protect the normal operation of the company and the legitimate rights and interests of the small and medium-sized shareholders, it is proposed to convene an interim meeting of the board of directors to remove the chairman of the board of directors of Li Yao and recall Wei Zhenyu, Li Yao, Zhang Yiwen and Sun Peng.

The proposed 9 shareholders are Ping, Weng yuan, Xu Lei, Yuan Jianing, Wang Yu, Liu Fengqin, Fu Gangyi, Fang Yu and Li Wei, who hold a total of 29.33% of Gaosheng holdings.

Among them, Xu Lei and Yuan Jianing are also members of the board of directors of Gaosheng holding company.

However, the "forced" palace failed to succeed. The reason for this is that it had been quietly suppressed by Gaosheng holding chairman.

According to the disclosure of Gaosheng holdings in February 15th, after receiving the above e-mail, Li Yao first proposed that the 9 shareholders should submit a written proposal to the chairman for signature (seal) by the proposer, and later put forward that the written proposal submitted by 9 shareholders was not in conformity with the provisions of the articles of association, and had no requirement to call the company's provisional board of directors for further verification.

In the end, some shareholders' Declaration of withdrawal of the proposal before it was signed.

The "forced Palace" incident failed.

After the "forced Palace" has not been completed, it seems that there has been another incident of actual control.

In February 3, 2019, according to the proposal of Li Yao, chairman of Gaosheng holding company, the company held twenty-eighth meetings and deliberated the adoption of a proposal for a special audit of wholly owned subsidiary Jilin Gaosheng Technology Co., Ltd. and Shanghai Ying Yue Network Technology Co., Ltd.

Zhao Liang, the independent director, abstained from voting on the motion, but he said publicly in February 20, 2019: "the case of the board meeting is very absurd. The board meeting was rejected by the 27 board of directors before the holiday. This time it was put forward again, more because of disputes among shareholders, and the extension of directors' duties of 4 major shareholders was put forward by shareholders such as ping and Weng yuan."

Why is it an extension of the "forced Palace" incident?

"China Times" reporter noted that the 9 "forced" shareholders are mostly auditors of the original shareholders of the two subsidiaries. For example, the original shareholders of Gaosheng technology include Ping, Weng yuan, Xu Lei, Dong Yan and Zhao Chunhua. The original shareholders of Shanghai Ying Yue include Yuan Jianing and Wang Yu.

Nowadays, several issues that are widely concerned by the outside world are: whether Gaosheng technology and Shanghai Ying Yue will stop normal production and operation during the period of being audited?

Has the actual controller solved the deadline for illegal guarantee?

In response, a reporter from the China Times called Gao Sheng holding investor relations department. A staff member said he did not accept telephone interviews and sent questions to the mailbox.

As of press time, the reporter did not receive a reply.