*ST Gaosheng (000971): Announcement (Series)
Stock Code: 000971 securities short: *ST, Gao Sheng Announcement No.: 2019-82
Gao Sheng Cmi Holdings Ltd's filing
Announcement of investigation progress and Risk Reminder
All members of the company and the board of Directors ensure that the contents of the announcement are true, accurate and complete, without false records, misleading statements or major omissions.
The key point is that the company is being investigated by the China Securities Regulatory Commission for its alleged violation of information disclosure. 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 on the Shenzhen stock exchange, so investors should pay attention to investment risks.
I. progress in case investigation
Gaosheng Cmi Holdings Ltd (hereinafter referred to as "company") received the notice of investigation of China Securities Regulatory Commission (hereinafter referred to as "China Securities Regulatory Commission") in September 27, 2018 (serial number: 201861). In accordance with the relevant provisions of the securities law of the People's Republic of China, the CSRC decided to file a case investigation on the company because of the company's alleged illegal disclosure of information. 具體內容詳見公司于2018年9月28日在指定信息披露媒體上刊登的《關于收到中國證監會調查通知書的公告》(公告編號:2018-97號),并分別于2018年10月27日、11月27日、12月27日、2019年1月26日、2月27日、3月27日、4月27日、5月28日、6月27日刊登的《關于立案調查事項進展暨風險提示的公告》(公告編號:2018-112號)、《關于立案調查事項進展暨風險提示的公告》(公告編號:2018-126號)、《關于立案調查事項進展暨風險提示的公告》(公告編號:2018-136號)、《關于立案調查事項進展暨風險提示的公告》(公告編號:2019-08號)、《關于立案調查事項進展暨風險提示的公告》(公告編號:2019-18號)、《關于立案調查事項進展暨風險提示的公告》(公告編號:2019-25號)、《關于立案調查事項進展暨風險提示的公告》(公告編號:2019-44號)、《關于立案調查事項進展暨風險提示的公告》(公告編號:20 Number 19-55), "announcement on progress of investigation and risk warning" (Bulletin number: 2019-63).
The company is actively cooperate with the investigation, as of the announcement date, the company has not yet received the CSRC's concluding investigation opinion or related progress documents. According to the stock listing rules of the Shenzhen stock exchange, if the company touches on the mandatory delisting of major offense under article 13.2.1, the company's stock trading will be subject to a delisting risk warning. The implementation of delisting risk warning thirty trading date after the expiration of the date of the first trading day, the company's shares will be suspended until the Shenzhen stock exchange in the fifteen trading days after the suspension to make a decision whether to suspend the listing of the company's shares.
During the investigation period, the company will actively cooperate with the CSRC's investigation work and fulfill its information disclosure obligations in accordance with the relevant regulations and regulatory requirements of the Shenzhen Stock Exchange Listing Rules. At least once a month, Risk Disclosure Notice will be issued.
Two, risk warning
1, at present, the existence of illegal foreign guarantee and joint loan matters has constituted the conditions stipulated in article 13.3.1 and 13.3.2 of the Shenzhen Stock Exchange Listing Rules of the Shenzhen stock exchange. The company will continue to urge relevant parties to accept the violation guarantee as soon as possible to pay their debts, and strive to properly handle and remove the above violations as soon as possible through the normal legal channels.
2, the central public accounting firm (special general partnership) hired by the company has audited the company's financial statements for the year 2018, and issued the public key words (2019) No. 011762, "audit report". According to the regulations on the disclosure of company information disclosure No. fourteenth of the public offering of securities, non-standard unreserved opinions and the handling of related matters, and the rules for the listing of shares on the Shenzhen stock exchange, the company's stock has been warned of delisting risks since April 30, 2019.
3, the information disclosure media designated by the company are China Securities Daily, Shanghai Securities Daily, securities times, securities daily and www.cninfo.com.cn. All information of the company is based on the notice published by the company in the above media.
We invite investors to pay close attention to investment risks.
Notice hereby
Gaosheng Cmi Holdings Ltd board of directors
Two O 19 July 26th
Stock Code: 000971 securities short: *ST, Gao Sheng Announcement No.: 2019-79
Gaosheng Cmi Holdings Ltd
Notice on progress in litigation
All members of the company and the board of Directors ensure that the contents of the announcement are true, accurate and complete, without false records, misleading statements or major omissions.
Gaosheng Cmi Holdings Ltd (hereinafter referred to as "Gaosheng Holdings" or "company") published in September 29, 2018 and March 27, 2019 in the designated information disclosure media the "progress notice on external guarantees and capital occupation" (Bulletin number: 2018-99), "notice on the reply to the letter of concern of the Shenzhen Stock Exchange" (Bulletin number: 2019-26), and the company's violation of the guarantee to major shareholders and their associated parties. Recently, the company received the relevant legal documents issued by the Beijing Higher People's Court (hereinafter referred to as the "Beijing High Court") and the third intermediate people's Court of Beijing (hereinafter referred to as "the Third Hospital of Beijing"). The relevant matters are hereby announced as follows:
First, the case of Bi Tian wealth.
1, the basic situation of the case
In April 24, 2017, Beijing Yu Chi Reed Investment Co., Ltd. (hereinafter referred to as "Yu Chi Reed") signed the loan contract with Beijing Bi Tian Fortune Investment Co., Ltd. (hereinafter referred to as "Bi Tian fortune"). It borrowed RMB 100 million yuan from Yu Tian wealth to Yu Chi Reed, and at the same time, the company signed a "guarantee contract" with "Bi Tian wealth".
In August 2, 2018, the mediation committee of the Beijing multilevel mediation Development Promotion Association mediation signed the "mediation agreement" with the seven defendants such as Bi Tian fortune and the company, Yu Chi and Reed. The fourth intermediate people's Court of Beijing (hereinafter referred to as "Beijing NO.4 middle court") issued the civil mediation letter, confirming the mediation agreement. Up to now, Yu Chi Reed still has a fortune of about 65 million yuan. In November 30, 2018, the fourth Central Hospital of Beijing issued the "execution notice", which is still in the implementation stage. For details, please refer to the "Notice of execution" and the relevant legal documents and proceedings announcement of the fourth intermediate people's Court of Beijing (Bulletin number: 2018-129) published in the designated information disclosure media.
The company believes that the "civil mediation book" in the case of Bi Tian wealth fails to fulfill the company seal usage process, nor is it the true meaning of the company. The matter is not approved by the shareholders' meeting of the company. The mediation procedure violates the principle of voluntariness and should be rectified in accordance with the law. It then applied for retrial to the Beijing High Court on 31 January 2019.
2, litigation progress
In June 28, 2019, the Beijing High Court issued the retrial application submitted by the company (2019) the "civil ruling" of the 2574 "Jing min Shen". The court held that "the existing evidence of Gaosheng company is not enough to prove that the mediation of this case violates the principle of voluntariness or the content of the conciliation agreement is contrary to the law." The reasons for Gao Sheng's retrial application are lack of facts and legal basis, which do not conform to the 201st provision of the Civil Procedure Law of the people's Republic of China, and the court will not support it, ruling to dismiss the company's retrial application.
3, the company's response measures and the impact on the company.
The company's retrial on the case of Bi Tian wealth is that the company considers that the mediation matters in this case violate the voluntary principle and the contents of the mediation violate the law. The company will continue to safeguard its legitimate rights and interests according to law. The company has the right to apply for procuratorial advice or protest to the people's procuratorate according to law, and at the same time, the company has the right to bring a lawsuit to the relevant court on the above matters, and recover the losses caused by the above-mentioned violation matters to the company. The company's actual controllers, major shareholders and their related parties have been consulting with the fortune's wealth to resolve the violation of the company's guarantee. The cultural Silicon Valley and the major shareholder related direction company has issued the repayment promise, which is committed to actively raising funds to repay the wealth to Yu Chi Reed, while actively coordinating the replacement of the assets controlled by Gaosheng holdings, namely lifting the guarantee of Gaosheng holdings to bi Tian wealth.
Two. Case of Shanghai Xi Lin
1, the basic situation of the case
In March 14, 2017, Yu Chi Reed signed a loan contract with the lender Shanghai Cci Capital Ltd in Shanghai (hereinafter referred to as "Shanghai Xi Lin"). The loan amount was 200 million yuan, and the company provided a joint and several liability guarantee for the above loans.
In April 4, 2019, Shanghai submitted the civil complaint to the third middle court of Beijing. In May 13, 2019, the company received the summons and related legal documents No. 223 issued by the third middle court of Beijing (2019) Beijing 03 early Republic of China, and detailed information about the announcement that the company received the summons and relevant legal documents and proceedings of Beijing third intermediate people's court in the designated information disclosure media (Bulletin number: 2019-52). After the case was accepted by the third middle court of Beijing, the company raised objection to the third middle court of Beijing. In June 6, 2019, the third Beijing intermediate people's Court issued (2019) the "civil ruling" No. 223 of the Beijing 03 early Republic of China, ruling to dismiss the objection raised by the company over the jurisdiction of the case. Up to now, the case has not yet been heard.
2, litigation progress
The company recently received the summons issued by the third middle court of Beijing to the company (2019) in the early 03 and early August 6, 2019, and informed the company to participate in the court hearing on the Shanghai Xi Lin guarantee contract dispute in August 6, 2019.
3, the company's response measures and the impact on the company.
After receiving the above summons and related legal documents issued by the third middle court of Beijing, the company is actively discussing with the lawyers the litigation plan. The case has not yet been tried, and the outcome of the decision is not yet conclusive. The impact of this lawsuit on the company's current profits or subsequent profits is uncertain.
The company will continue to pay attention to the progress of the above matters and fulfill the obligation of information disclosure in accordance with relevant regulations. The information disclosure media designated by the company 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 announcement made by the company in the above media.
We invite investors to pay close attention to investment risks.
Notice hereby
Gaosheng Cmi Holdings Ltd board of directors
Two O 19 July 26th
Stock Code: 000971 securities short: *ST, Gao Sheng Announcement No.: 2019-80
Gaosheng Cmi Holdings Ltd
Suggestive announcements on changes in stockholders' equity
All members of the company and the board of Directors ensure that the contents of the announcement are true, accurate and complete, without false records, misleading statements or major omissions.
Special note:
1, the change of interest is less than 5% of the original shareholding shareholders, and does not touch on tender offer.
2, the change of interest is the change of the shares of the blue chip industrial (Hubei) Co., Ltd. (formerly known as "blue tripod industry"), which has not changed the actual control power of the company. The largest shareholder and the second largest shareholder of the company are still Beijing Yu Chi Reed investment limited company and LAN Ding Industrial Company, and the actual controller is still Mr. Wei Zhenyu. "The company is still the owner of the company." the company is also the owner of the company. The company's actual control is still Mr. Wei Zhenyu.
3, after the change of rights and interests, Shenzhen Qianhai high search Cci Capital Ltd (hereinafter referred to as "high search easy") will become shareholders holding more than 5% of the company's holdings. The blue Ting industry is still a shareholder holding more than 5% of the company's Cmi Holdings Ltd.
1. Reasons for the change of rights and interests
In June 22, 2019 and July 24, 2019, the company published a notice of announcement on the partial auction of shareholders' shares (Bulletin number: 2019-60), and the announcement on the progress of judicial sale of some shares of shareholders (Bulletin number: 2019-78). The intermediate people's Court of Shenzhen, Guangdong (hereinafter referred to as "Shenzhen intermediate people's court") was released from 10 hours in July 22, 2019 to 10 hours in July 23, 2019 (except for delay) in the Alibaba judicial auction network platform of Shenzhen intermediate hospital, and the 55360000 largest shareholder of auction companies's second largest shareholder, LAN Ding Industrial (Hubei) Co., Ltd. (hereinafter referred to as "blue tripod").
According to the company's successful confirmation of the online auction through the judicial auction network platform of the Shenzhen intermediate people's court, the user name Shenzhen Qianhai high search and easy Cci Capital Ltd on 2019 07, 23, with the bid No. Z8924 in the Shenzhen middle court on the Ali auction platform, launched the "Gaosheng Cmi Holdings Ltd (Stock Code: 000971) 55360000 shares" project in the open bid, and won the highest bid price in Qianhai. The auction price of the online auction is RMB 131590720 yuan (capitalization: 1. 3 thousand one hundred and nine hundred dollars).
Two. Changes in equity
1. The basic situation of Gao Shu Yi.
Company name: Shenzhen Qianhai high search easy Cci Capital Ltd
Registered address: Room 201, building A, No. 1, Qian Wan first road, Shenzhen Hong Kong cooperation zone, Qianhai, Shenzhen (Shenzhen Qianhai business secretarial Co., Ltd.)
Legal representative: Chen Kang
Social unified credit Code: 91440300319570670N
Registered capital: RMB 15714.285700
Business scope: Investment Management (according to laws, administrative regulations, decisions of the State Council, etc.), which is subject to examination and approval, and can be obtained after obtaining relevant approval documents according to law; equity investment and venture capital investment (all of which do not contain restrictive items).
Date of establishment: 06 November 2014
Major shareholders: Shenzhen high search information technology Co., Ltd., CO Qingcheng Kei Cheng investment management partnership (limited partnership)
2. The change of rights and interests
Before the change of interest, blue Ding holds 145538582 shares of tradable shares and 13.37% of the total share capital of the company.
Gao search is likely to win the highest bid price in the open bid of Gaosheng Cmi Holdings Ltd (Stock Code: 000971) 55360000 shares in the auction platform of the Shenzhen Intermediate Court on, 07, 23, with Z8924. The auction price of the target network is RMB 131590720 yuan.
After the change of interest, blue Ding holds 90178582 shares of the company's unlimited sale shares, and the total share capital of the company is 8.28%. As of the announcement date, the blue Ting industry is still holding more than 5% shareholders.
Three, others
1, according to the relevant provisions of the bidding notice and bidding notice issued by the Alibaba judicial auction network platform of the Shenzhen intermediate people's court, this auction item still involves the following aspects: paying the balance of auction, unwinding the court, transferring stock rights and changing the stock rights. We invite the majority of investors to pay attention to investment risks. The company will continue to pay attention to the progress of the matter and fulfill the obligation of information disclosure in accordance with relevant regulations.
2, the above rights and interests changes will not lead to changes in the company's actual control rights, nor will it affect the company's governance structure, ownership structure and sustainable operation.
3, the information disclosure media designated by the company are China Securities Daily, Shanghai Securities Daily, securities times, securities daily and www.cninfo.com.cn. All information of the company is based on the notice published by the company in the above media.
We invite investors to pay close attention to investment risks.
Notice hereby
Gaosheng Cmi Holdings Ltd board of directors
Two O 19 July 26th
Stock Code: 000971 securities short: *ST, Gao Sheng Announcement No.: 2019-81
Gaosheng Cmi Holdings Ltd's announcement on the company's main assets being frozen and illegal guarantee
All members of the company and the board of Directors ensure that the contents of the announcement are true, accurate and complete, without false records, misleading statements or major omissions.
Gaosheng Cmi Holdings Ltd (hereinafter referred to as "company" or "listed company") violates the situation of providing guarantees to major shareholders and their associated parties, joint borrowing and the actual controlling party's related party occupying the funds of listed companies. In July 20, 2018, August 20th and September 29th, January 26, 2019 and March 27th, the company has announced the announcement on the reply to the Shenzhen stock exchange inquiry letter (announcement number: 2018-70), the announcement on the reply to the Shenzhen stock exchange's letter of concern (Bulletin number: 2018-89), the announcement on the progress of external guarantee and capital occupation (Bulletin number: 2018-99), the announcement on the progress of the announcement on the freezing of major shareholders' shares and the guarantee of corporate violation and the occupation of funds (Bulletin number: 2019-07), and the notice on the reply to the Shenzhen stock exchange's letter of concern (Bulletin number: 2019-26).
In recent days, the company has learned from the online enquiry that the company's wholly owned subsidiary, Beijing Gaosheng Data System Co., Ltd. (hereinafter referred to as "Beijing high number"), Jilin Gaosheng Technology Co., Ltd. (hereinafter referred to as "Jilin Gaosheng"), Shanghai Gaosheng cloud computing technology limited company (hereinafter referred to as "Shanghai Gaosheng") and Shanghai Ying Yue Network Technology Co., Ltd. (hereinafter referred to as "Shanghai Ying Yue") are sealed up by the intermediate people's Court of Liaoning Municipality (hereinafter referred to as "the middle court"). According to the company's subsequent self-examination and verification to the major shareholders and their associated parties, the company still has other situations of providing guarantees to the major shareholders and their related parties in addition to the illegal foreign guarantees that have been disclosed earlier.
1. Guarantee matters with Beijing Beiyang Bo Tian Trading Co., Ltd.
1. Main contents of guarantee
The largest shareholder of the company, Beijing cultural Silicon Valley asset operation group Co., Ltd. (hereinafter referred to as "cultural Silicon Valley") signed the loan agreement with Beijing Beiyang betian commerce and Trade Co., Ltd. (hereinafter referred to as "Bo Tian commerce") in June 25, 2018. The loan amount is 64 million 150 thousand yuan, the loan term is 90 days, and the borrowing interest rate is 24%. The company's actual controller and its related parties provide guarantees for the loan. In September 30, 2018, cultural Silicon Valley and Bo Tian commerce signed the supplementary agreement on loan extension and new loan arrangements. The borrower, Bo Tian commerce, agreed to extend the term of the first loan, and added 64 million 140 thousand yuan loan to the borrower culture Silicon Valley. The loan period stipulated in the loan agreement was extended from the original date to December 30, 2018. Besides the guarantee of the first loan, the first two shareholders of the new company, Beijing Yu Chi Reed Investment Co., Ltd., LAN Ding Industrial (Hubei) Co., Ltd. and its associated parties as the guarantor, are jointly and severally liable for the two loans.
2, litigation situation
Through online enquiry and telephone verification to the Shenyang intermediate people's court, the above culture Silicon Valley loan has been brought to the Shenyang intermediate people's court for action. It has brought about a lawsuit of about 150 million yuan. The case number is (2019) eighty-seventh of the 01 law enforcement officer of Liaoning law enforcement company. Under the case number, the company's wholly owned subsidiary, Beijing's high stake (registered capital of 100 million yuan), Jilin's rising equity (registered capital 100 million yuan), Shanghai's rising equity (registered capital of 4 million yuan) and Shanghai Ying Yue's equity (260 million yuan of registered capital) were seized. The underlying assets for the company's preservation and seizure are about 150 million yuan.
Through self-examination and verification to the major shareholders, the company has not yet received the relevant legal document No. 2019 (Liao), the 01 holding word no. eighty-seventh, and the company will continue to follow up the progress of related matters and fulfill the obligation of information disclosure in a timely manner.
After verification, the above warranty is a guarantee agreement that the chairman of the company has not fulfilled the approval procedures of the listed company's external guarantee, and has illegally signed the company seal and signed privately. The external guaranty items of the above violation have not been carried out according to the relevant regulations of the Shenzhen Stock Exchange listing rules, the guidelines for the standardized operation of the listed companies on the main board of the Shenzhen stock exchange, and the articles of association.
Two, the company's response measures and the impact on the company.
The above external guarantee is provided to the related party of the major shareholder. According to the sixteenth clause and second paragraph of the People's Republic of China company law, the company shall provide a guarantee for the shareholders or the actual controller of the company. It must be approved by the shareholders' meeting or the general meeting of shareholders. The company has failed to fulfill the resolution procedure of the board of directors or the general meeting of shareholders, and the company has not ratified it.
Due to the fact that the company has not yet received the relevant notice or legal document, and the case has not yet been heard, there is still uncertainty about the decision. The freezing of assets has caused adverse effects on the company's credit standing and management, and there is a risk that the company's shareholding is being executed. The company will actively urge the related parties accepting the violation guarantee to repay their debts as soon as possible, and strive to properly handle and remove the above violations as soon as possible through the normal legal channels.
Three, others
The information disclosure media designated by the company 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 announcement made by the company in the above media.
We invite investors to pay close attention to investment risks.
Notice hereby
Gaosheng Cmi Holdings Ltd
Two O 19 July 26th
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