*ST Gao Sheng (000971): Receipt Of Civil Judgment And Litigation Progress
Stock Code: 000971 securities short: *ST, Gao Sheng Announcement No.: 2019-119
Gaosheng Cmi Holdings Ltd's announcement on the civil judgments and proceedings of the fourth intermediate people's Court of Beijing
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 "Gaosheng Holdings") received the "civil judgment" issued in December 5, 2019 by the fourth intermediate people's Court of Beijing (hereinafter referred to as "Beijing NO.4 middle court") (2019) Beijing 04 and the early Republic of China 435. According to the contents of the "civil judgment", Zhejiang Zhongtai Chuang Exhibition Management Co., Ltd. (hereinafter referred to as "Zhongtai Chuang Exhibition") requested the company to undertake an unlimited joint guarantee responsibility for the Sino Thai contract and the loan contract signed by the shareholder blue Ting Industrial (Hubei) Co., Ltd. (hereinafter referred to as "blue Ding Industrial"), and the fourth chamber of Beijing won't support it. The relevant matters are hereby announced as follows:
I. background of case
In January 2018, China and Thailand launched a contract of loan with landing industry No. 2018 (001). The loan amount was 22 million 500 thousand yuan (hereinafter referred to as the "loan"). The term of the loan is 15 days from the date of the loan, the monthly interest rate is 1.5%, the interest is paid at the time of maturity, the interest is paid on the basis of unpaid principal and interest, and 7/10000 days are paid for breach of contract.
In January 2018, due to the violation of the official seal by the chairman of the company, the company signed a "third party unlimited joint liability guarantee" without the approval of the board of directors and shareholders' meeting. For details, please refer to the summons and related issues of the fourth intermediate people's Court of Beijing published by the company in May 9, 2019 on the designated information disclosure media.
Bulletin of legal documents and Proceedings (Bulletin number: 2019-50).
The case was put on trial in April 26, 2019, and the hearing was held in June 11, 2019, July 16th and November 5th respectively. The company received the civil judgment in December 5, 2019.
Two, the main contents of the civil judgment.
According to the "civil judgment" No. 435 issued by the fourth Central Hospital of Beijing (2019) Beijing 04 early Republic of China, if the guarantee for the third party unlimited joint and several liability is affixed to the loan with the company's official seal, whether the company should bear unlimited joint guarantee liability for the loan, "civil judgment" points out that according to the provisions of the sixteenth article second of the People's Republic of China company law, the company's authority that can guarantee the shareholders of the company is the shareholders' meeting for Gaosheng holdings. In this case, the "third party unlimited joint liability guarantee" affixed with the company's official seal belongs to the ultra vires representative act of the then chairman of the company. The company did not ratify it, and in the lawsuit as a defense reason, he claimed that Gaosheng holdings should not undertake unlimited joint guarantee liability for the loan behavior of the blue tripod industry. At the same time, according to the facts, it can be identified that China and Thailand as a creditor clearly know that the blue Ting industry is the controlling shareholder of Gaosheng. Gaosheng holdings should provide a resolution of the shareholders' meeting when concluding a guarantee contract. The signature of its legal representative belongs to the ultra vires representative. The Sino Thai exhibition does not raise objection when it is examined, and does not constitute goodwill. Therefore, the third party unlimited joint liability guarantee is invalid. If the contract is invalid, the people's court shall not support the creditor's claim for civil liability after the contract is invalid.
Therefore, the Beijing fourth central hospital will not support the proposal that China and Thailand request Gao Sheng to undertake unlimited joint guarantee liability.
The judgment of the civil judgment affirms that the plaintiff Zhongtai Chuang exhibition has the corresponding claim against the defendant LAN ding industry under the loan contract. It affirms that the seven defendants such as Beijing Shenzhou 100 opera cultural industry Co., Ltd. (Gaosheng holdings are not listed in it) has unlimited joint and several liability to guarantee this claim, and has the right to recover the defendant's blue tripod after undertaking the unlimited joint guarantee liability.
Three, the impact on the company
According to the "civil judgment" No. 435 issued by Beijing NO.4 middle court (2019) Beijing 04 early Republic of China, the company does not need to bear unlimited joint guarantee liability for the loan between China and Thailand and the blue tripod industry, and does not have to bear the fault liability for the invalidation of the contract. This judgment is the first instance judgment, and this lawsuit has not had a significant impact on the normal operation of the company. The company will continue to pay attention to the follow-up progress and fulfill the obligation of information disclosure in accordance with relevant regulations.
Four, others
China Securities Daily, Shanghai Securities Daily, securities times, securities daily and www.cninfo.com.cn provide designated information disclosure for the company. All information is based on the announcement made by the company in the above designated media. We invite investors to pay attention to company announcements and pay attention to investment risks.
Notice hereby
Gaosheng Cmi Holdings Ltd board of directors
Two O 19 December 6th
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