ST Gaosheng (000971): Abnormal Fluctuations In Stock Trading

Stock Code: 000971 securities short: ST, Gao Sheng Announcement No.: 2019-28

Gaosheng Cmi Holdings Ltd stock trading abnormal fluctuation announcement

All members of the company and the board of directors guarantee that the contents of the information disclosure are true, accurate and complete, and there is no false information.

Records, misleading statements or major omissions.

I. Introduction of abnormal fluctuations in stock pactions

Gaosheng Cmi Holdings Ltd (hereinafter referred to as "company") stock (Stock Code:

000971, the securities short name: ST Gaosheng) on March 28, 2019 and 29, the closing price declines within two consecutive trading days, reaching the value of the provisions of the Shenzhen stock exchange rules on abnormal fluctuations in stock pactions, which are abnormal fluctuations in stock pactions.

Two, the company concerned and verified the relevant situation.

In view of the abnormal fluctuation of the company's stock price, the company's board of directors is concerned, consulted, checked and verified.

The company has significant progress in its progress: in June 12, 2018, Beijing Hua Qi Communication Technology Co., Ltd. (hereinafter referred to as "Hua Qi communications") has completed the registration of industrial and commercial registration for the issue of shares and the payment of cash to purchase assets. The 99.997% stake in Hua Qi communications has been changed to the name of the company. Hua Qi communications has become a controlling subsidiary of the company. The company still needs to pay a cash consideration of 413 million 534 thousand and 800 yuan to the other parties such as Liu Fengqin.

The specific contents are detailed in the announcement of the company's June 22, 2018 issue of the pfer of the underlying assets of issuing shares and payment of cash and raising matching funds in the designated information disclosure media (Bulletin number: 2018-65).

There is no need to correct and supplement the information disclosed by the company in the early stage.

The public media reported undisclosed important information that might or has already had a greater impact on the stock trading price of the company. Recently, the company's operating conditions and internal and external business environment do not exist or are expected to undergo major changes. There are no major issues that should be disclosed and not disclosed by the company, major shareholders or actual controllers, or important matters in the planning stage.

During the abnormal fluctuation of stock trading, there is no stock trading situation between major shareholders and actual controllers.

Three. Is there a description of information that should be disclosed without disclosing information?

The board of directors of the company has further verified that the company does not currently have any disclosures that are not disclosed according to the relevant provisions of the Shenzhen Stock Exchange listing rules or related matters such as planning, negotiation, intention, agreement, etc., and the board of directors has not received the information disclosed by the company under the relevant provisions of the Shenzhen Stock Exchange Listing Rules and has no significant effect on the stock price of the company.

Four. Risk warning that listed companies consider necessary.

(1) major risk prompts

1, through the company's inquiry and understanding to the major shareholders and actual controllers, as of the date of this announcement, the actual controller's related party has not yet effectively resolved the company's non operating capital occupation, and the company's violation to guarantee the related parties of the actual controller.

Up to now, the balance of capital of listed companies occupied by major shareholders and their associated parties is 52 million 625 thousand yuan (common loan principal), and the balance is guaranteed to 1 billion 489 million 8 thousand and 500 yuan (guaranteed principal amount) to major shareholders and their associated parties. Before the major shareholders and related parties have thoroughly resolved the above matters, the relevant risks that the company may face are not yet lifted, so investors should pay attention to investment risks.

2, the company is suspected of information disclosure violations, is currently being investigated by the China Securities Regulatory Commission.

If the company touches on the illegal issuance or disclosure of major information under article 13.2.1 of the Shenzhen Stock Exchange Listing Rules, the company's shares may be suspended from listing by the Shenzhen stock exchange.

The company is actively cooperate with the investigation, as of the announcement date, the company

We have not yet received the concluding investigation opinions or related progress documents of the China Securities Regulatory Commission.

3, in May 2, 2018, the company received the reply of the China Securities Regulatory Commission on the acquisition of Hua Qi communications equity through issuing shares and paying cash and raising matching funds.

In June 12, 2018, the 99.997% stake in Hua Qi communications was changed to the company name.

The total amount of matching funds raised above does not exceed 453 million 830 thousand yuan.

Because the company is currently in the CSRC's investigation and investigation, according to the relevant regulations, the company has the risk that the supporting financing can not be implemented.

In addition to the above, the company still has the risk of failing to complete the prosecution and seizure of the equity interest paid by the counterparty.

Shenzhen Junfeng venture capital fund management Co., Ltd. (one of the former shareholders of Hua Qi communications, hereinafter referred to as the "Junfeng fund") applied for the pre litigation preservation application to the Shenzhen intermediate people's court and the Beijing Gaosheng Data System Co., Ltd., and the Shenzhen intermediate people's court has frozen the accounts of Beijing's high number in the Bank of China, with a frozen amount of 79 million 990 thousand yuan.

4, according to the preliminary estimate of the Ministry of finance, the net profit of the Company attributable to shareholders of Listed Companies in 2018 is about -150000 million yuan to -200000 million yuan. Among them, the wholly owned subsidiary of Jilin Gaosheng Technology Co., Ltd. in 2018 estimated the impairment of goodwill impairment was about 8~13 billion yuan; the wholly owned subsidiary, Ying Yue Network Technology Co., Ltd. of 2018, estimated that the impairment of goodwill was about 5~7 billion yuan.

The results of the performance forecast are initially estimated by the company's finance department, and the specific financial data will be disclosed in the company's 2018 annual report. The company does not provide undisclosed regular performance information to third parties other than accounting firms audited by the company.

For details, the company disclosed the 2018 annual performance notice (Updated) in January 30, 2019 on the designated information disclosure media (announcement number: 2019-10).

(two) after further self-examination, the board of directors of the company confirmed that there was no violation of the information public.

Flat disclosure.

(three) the company's designated information disclosure media are China Securities Daily, Shanghai Securities Daily, securities times, securities daily and www.cninfo.com.cn.

All the information of the company is based on the information published in the above designated media, and the investors are invited to invest rationally and pay attention to the risks.

Notice hereby

Gaosheng Cmi Holdings Ltd board of directors

Two O 19 March 29th