*ST Gaosheng (000971): The Exchange Gives Disciplinary Sanctions To The Company And Its Interested Parties.

Stock Code: 000971 securities short: *ST, Gao Sheng Announcement No.: 2019-54

Gaosheng Cmi Holdings Ltd's announcement on disciplinary sanctions against companies and related parties on the Shenzhen Stock Exchange

All members of the company and the board of Directors ensure that the contents of the announcement are true, accurate and complete without any false record.

Misleading statements or major omissions.

Gaosheng Cmi Holdings Ltd (hereinafter referred to as "company" or "Gaosheng Holdings") was informed that the Shenzhen Stock Exchange (hereinafter referred to as the Shenzhen Stock Exchange) issued a notice on disciplinary action against Cmi Holdings Ltd and related parties (hereinafter referred to as "disciplinary decision").

The relevant circumstances are announced as follows:

I. main contents of disciplinary decisions

(1) violation of facts

1. The disclosure of assets of the underlying company is untrue and incomplete.

The company's announcement on the acquisition of 100% stake in Ke Yun data and Ke Yun real estate in October 26, 2018 (hereinafter referred to as the "takeover announcement") shows that the company intends to take the 400 million stake in the China link cloud data technology (Lianyungang) Co., Ltd. (hereinafter referred to as "Ke Yun data") and the 100% shareholding of China Science and Technology (Lianyungang) Co., Ltd. (hereinafter referred to as "Ke Yun home", Ke Yun data and Ke Yun real estate as the "target company") (hereinafter referred to as "the paction").

According to the takeover notice, there are about 5000 cabinets and 60000 servers in the data center operated by Ke Yun data.

After investigation, the assets such as the cabinet and server were not real. The company did not disclose the assets of the underlying company in the takeover notice.

After enquiry, CLP Zhi Yun holds 17.5% stake in Ke Yun data and Ke Yun real estate respectively.

All have been pledged.

The company hired Beijing Zhong Feng asset appraisal limited liability company to evaluate the company and issued "Gaosheng Cmi Holdings Ltd intends to acquire equity issues related to the total shareholder value project assets assessment report of Zhong Tong Ke Yun (Lianyungang) Co., Ltd." (center Commentary (2018) 198th) (hereinafter referred to as the "assessment report").

According to the assessment report, Ke Yun mortgages its land use right to Lianyungang Chuang billion technology small loan Limited by Share Ltd, which is used to guarantee 70 million yuan debt for Ke Yun real estate and 9 other related companies.

In the takeover notice, the company has not fully disclosed the underlying assets of the company and the ownership pledge of CLP Zhi Yun holding the underlying company.

2, the disclosure of the reasons for the difference between the price of the paction target and its assets and the valuation value is incomplete. The takeover notice issued by the company discloses that the valuation of the target company is based on the audit report and the paction price is 400 million yuan.

As at December 31, 2017, the audited net assets value of the target company amounted to 36 million 862 thousand and 400 yuan.

The evaluation report issued by the company engaged in Beijing Zhong Feng Asset Appraisal Co. Ltd. shows that in August 31, 2018, the net assets valuation of Ke Yun real estate is 95 million 200 thousand and 500 yuan.

The cloud data is not operational and is insolvent. Therefore, its value can not be assessed.

The paction price of the company is much higher than that of the target company, and the premium rate is 985.12% and 320.17% respectively.

The company did not explain the reasons for the discrepancy between the paction price and the audited net asset value of the underlying company in the takeover notice in accordance with the relevant rules of the Shenzhen Stock Exchange. After the issuance of the evaluation report, the company did not explain the reasons for the difference between the paction price and the company's net assets valuation value, and the independent directors did not issue independent directors' opinions according to the relevant rules of the Shenzhen Stock Exchange, and the information disclosure was incomplete.

3. No major changes in the paction have been disclosed.

In October 26, 2018, the Shenzhen Stock Exchange issued a letter of concern to the company (the company's letter of concern No. 2018] No. 218th), which explicitly asked the company to fully pay attention to the safety of funds.

Careful determination of payment arrangements for paction consideration.

In October 31, 2018, the company should ask the other side of the paction, Zhi Yun, to make the first payment of this paction from 240 million yuan to 100 million yuan, and to pay 80 million yuan to the CLP Zhi Yun in the name of trading margin.

The changes in the payment arrangements and the payment of paction margin are the major progress of the paction, and the company fails to fulfill the obligation of information disclosure.

4, the actual controller's commitment to increase is not fulfilled.

In April 20, 2017, the company announced the announcement on the actual controller's shareholding company's shareholding plan, which disclosed that the company's actual controller Wei Zhenyu and its controlled entity plan to increase the company's shares within 12 months from April 20, 2017, and plan to increase the number of shares to be no less than 10 million shares, not more than 50 million shares, and the amount of increase will not exceed 1 billion yuan.

In April 4, 2018, the company disclosed the announcement of the actual controller's plan to increase shares of the company's shares. The actual controller Wei Zhenyu extended the company's shareholding plan for a period of six months, and increased its concerted action as the main body of the increase. The above actual controller promised to change the matter through the company's 2017 annual general meeting.

In January 11, 2019, the company's announcement on the expiration of the actual controller's shareholding plan and the implementation of the announcement showed that the implementation period of the actual controller's increase plan has expired, but no increase has been implemented.

(two) disciplinary decision

In view of the above facts and circumstances, according to articles 17.2, 17.3 and 17.4 of the stock listing rules of the Shenzhen Stock Exchange (April 2018 Revision), article fifth, 17.3 and 17.4 of the stock listing rules (November 2018 Revision) and fifth (eight) of the public condemnation standard of the listed companies on the main board are considered and approved by the Disciplinary Committee of the Shenzhen Stock Exchange. The Shenzhen Stock Exchange has made the following sanctions:

1, give public condemnation to the company;

2, the company's actual controller and director Wei Zhenyu gave public condemnation.

3, the company's chairman Li Yao, director, chief financial officer and Secretary of the board of directors Zhang Yiwen gave public condemnation.

The Shenzhen Stock Exchange will record the integrity of the listed companies and disclose them to the public.

Two, company instructions

All directors, supervisors and senior managers of the company will take this as a warning and strictly abide by the relevant laws and regulations such as the People's Republic of China company law, the People's Republic of China securities law, and the relevant provisions of the Shenzhen Stock Exchange Listing Rules.

The company will further enhance the awareness of standardized operation, strengthen the management of information disclosure, and fulfill the obligation of information disclosure in a real, accurate, complete and timely manner.

Notice hereby

Gaosheng Cmi Holdings Ltd board of directors

Two O 19 May 24th