*ST Gaosheng (000971): Letter Of Concern
Securities code: 000971 securities referred to as: *ST high rise Announcement No.: 2020-09
Gaosheng Cmi Holdings Ltd's announcement on the letter of concern to 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") has recently received the letter from the Shenzhen Stock Exchange (hereinafter referred to as the Shenzhen Stock Exchange) concerning the letter to Gaosheng Cmi Holdings Ltd (company's letter of concern No. 2020 [Fourth]). Since the company's share price has risen to 76.80% since December 2019, the Shenzhen Stock Exchange has expressed concern about the continued abnormal fluctuations in the stock trading of the company. After receiving the letter of concern, the company immediately checked the related issues and consulted the actual controllers, controlling shareholders, Dong Jiangao and other related personnel. The following questions are answered as follows:
1. According to the provisions of the announcement format No. ninth of the listed company's listed companies' information disclosure format of listed companies, the relevant events are to be observed and verified to confirm whether there are significant information that should be disclosed and not disclosed, whether there is significant change in the management of the company, and whether there is a relevant risk.
Reply: Recently, due to the abnormal fluctuation of stock trading stipulated in the Shenzhen stock exchange due to the fluctuation of the company's stock price for two times, the company published the "abnormal trading fluctuation notice" (announcement number: 2019-131, 2020-02) on the designated information disclosure media in December 31, 2019 and January 6, 2020 respectively, and consulted the controlling shareholder, the actual controller and its concerted persons in accordance with the relevant regulations, and checked and verified that there were no matters that should be disclosed and not disclosed in accordance with the relevant regulations of the Shenzhen Stock Exchange Listing Rules, and the risk that the company deemed necessary was prompted.
After receiving the letter of concern from the Shenzhen Stock Exchange, the company recently asked the controlling shareholder, the actual controller and its co operative person in writing, confirming that there was no major information that should be disclosed and not disclosed.
At present, the company's organizational structure has not changed significantly. Based on the continuous strengthening of internal control management and system construction, the company's board of directors recently promulgated and promulgated the new "seal management measures", and further strictly controls the risks related to management and operation.
The integrated cloud foundation service provider, which covers all aspects of cloud infrastructure services, can provide core products such as IDC (Data Center) design and consultation, construction and operation, VPN (virtual private network), CXP (hybrid cloud direct connection), IX (Internet Exchange Center), CDN (content distribution network), CMP (cloud fusion and hybrid cloud management), BVP (big data decision and visualization), ITOM (cloud and application operation automation), APM (full link performance monitoring and Optimization) and other core products, and can provide customers with multiple live data centers, DCI (data center interconnection), cloud storage and other services. At the same time, the company can also provide customers with services such as communication consulting design and engineering package, communication and information system integration. The company is one. At present, the operation of the company is normal, and there is no significant change in the management of the company.
Two, in accordance with the relevant provisions of the guidelines for the standardized operation of the listed companies on the main board, a written inquiry is made to the controlling shareholders and the actual controllers of the company, indicating whether the shareholders and the actual controllers plan to transfer shares, restructure assets and other matters that have significant impact on the company, and ask for written reply.
Reply: company shareholder Beijing Yu Chi Reed Investment Co., Ltd. (hereinafter referred to as "Yu Chi Reed") and blue Ding Industrial (Hubei) Co., Ltd. (hereinafter referred to as "blue ding industry") has filed for bankruptcy. In July 10, 2019 and July 13th, the company published a notice on the second largest shareholder of the company, LAN ding industry (Hubei) Limited, which was accepted by the court for bankruptcy reorganization application (announcement number: 2019-68) in July 10, 2019 and July 13th.
Please announce (Announcement No. 2019-71), and on August 1, 2019 disclosed the announcement on the progress of bankruptcy reorganization of the second largest shareholder of the company, "Lan Ding Industrial (Hubei) Co., Ltd." (Bulletin number: 2019-86). In September 4, 2019 and November 13th, the announcement on the bankruptcy of the company's largest shareholder, Beijing Yu Chi Reed Investment Co., Ltd. (Bulletin number: 2019-100, 2019-116) was revealed.
After receiving the letter of concern, the company wrote a letter of concern to the controlling shareholder and actual controller of the company to second questions. According to Wei Zhenyu's reply, Yu Chi Reed's bankruptcy disposal process has no latest progress except the company's disclosures, and its subordinate enterprises have not planned to transfer shares, assets reorganization and other matters that have significant impact on the company. According to the reply letter issued by Yu Chi Reed, the bankruptcy process of Yu Chi Reed has no latest information except the aforesaid announcement. Yu Chi Reed has not planned to transfer the shares of his company, restructure the company, and other matters that have significant impact on the company. According to the reply letter issued by the blue tripod company, the blue tripod industry and its subordinate enterprises did not plan to transfer the assets of their holding company, restructure their assets and other matters that had significant impact on the company.
The company will pay close attention to the bankruptcy progress of Yu Chi Reed and LAN Ding, and the progress of the company will be disclosed in a timely manner.
Three, according to the relevant provisions of the guidelines for the standardized operation of the listed companies on the main board, we will give a detailed account of the recent survey conducted by the reception institutions and individual investors, and whether there are any matters that violate the principle of fair disclosure.
Reply: the company has not recently organized the reception institutions and individual investors to investigate related activities, nor has any institutional and individual investors visited the company to conduct research. In response to questions raised by investors on the interactive platform of Shenzhen Stock Exchange, the company also replied in accordance with relevant regulations.
The company strictly adhered to the guidelines for the standardized operation of listed companies on the main board of the Shenzhen Stock Exchange, and the information disclosure regulations of the CSRC "information disclosure management of listed companies" and so on.
There is no violation of the principle of fair disclosure when the media fulfil the obligation of information disclosure in accordance with the law.
Four, check whether your company directors, supervisors, senior management and their immediate family are buying and selling your company's stock, and whether there is any insider dealing.
Reply: after receiving the letter of concern, the company inquired and verified the directors, supervisors and senior managers of the company. The directors, supervisors, senior managers and their immediate relatives of the company did not buy and sell the company's stock during the abnormal fluctuations of the company's stock transactions from December 1, 2019 to January 8, 2020. There was no case of insider trading.
Five, since 2019, many directors, supervisors and senior management of your company have left. Especially in December 2019, your company chairman, general manager and many other important posts have been replaced. Zhang Dai has become the chairman and general manager of your company. Please tell the reasons for the turnover of the relevant personnel, whether it will have an impact on the production and operation of your company, and the impact on the effectiveness of your corporate governance, and whether the company's control right has changed.
Reply: Peng Shunyi submitted his resignation report to the company for personal reasons, and resigned as deputy general manager and deputy general manager of the company. After receiving Peng Shunyi's resignation report, the company convened the board of directors as soon as possible and appointed Zhang Dai as the new general manager of the company. Mr. Zhang Dai is a senior engineer in communications. He has extensive business and management experience in the communications industry, and is able to serve the position of general manager.
The company and Wei Zhenyu received the administrative penalty decision issued by the Hubei Securities Regulatory Commission of China Securities Regulatory Commission in December 24, 2019 (serial number: 2019] 5, and Wei Zhenyu also received the "market entry decision" issued by the Hubei Regulatory Commission of the China Securities Regulatory Commission (No. 2019 [1]) (Bulletin number: 2019-128). The Hubei Supervision Bureau of the China Securities Regulatory Commission (CSRC) gave warning to the company and Wei Zhenyu and others, and imposed a fine on it. At the same time, Wei Zhenyu took five years' measures to prohibit entry into the securities market, and Wei Zhenyu could not continue to serve as the director, supervisor and senior manager of the original listed company during the period of prohibition. After receiving the punishment book, Wei Zhenyu voluntarily submitted his resignation report, voluntarily resigned from the company director and related duties, and no longer held any other duties in the company.
According to the shareholders' election and the agenda of the board of directors and the provisional shareholders' meeting, the company quickly completed the supplementary work of the director and established Zhang Dai as the new director of the company. The company's actual controller is still Mr. Wei Zhenyu, and the company's control power has not changed.
Li Yao submitted his resignation report for his personal reasons, resigned voluntarily as chairman of the ninth board of directors of the company and chairman of the board of directors of the board of directors. After receiving Li Yao's resignation report, the company through the board of directors deliberated, completed the election of the new chairman, and established Zhang Dai as chairman of the company. As Mr. Li Yao resigned as chairman of the ninth board of directors and chairman of the board of directors of the board of directors of the company, he continued to serve as the board of directors and board of directors of the company, the board of remuneration and assessment committee, and the members of the audit committee. He continued to perform relevant duties before the completion of the relevant procedures and did not affect the normal operation and operation of the company.
At present, the production and operation, corporate governance and internal operation of the company are running normally, not affected by the resignation of directors and senior managers.
In December 20, 2019 and January 2, 2020, the above resignation information company published the notice on the resignation of some directors and senior management respectively (announcement number: 2019-123) and announcement on the resignation of the chairman (Bulletin number: No. 2019-135).
The company's recent enquiry at China Securities Depository and Clearing Co., Ltd. Shenzhen branch shows that the largest shareholder of the company is Yu Chi Reed, holding 158550396 shares and holding 14.97% of the shares. The second largest shareholder is Lan Ding, holding 90178582 shares and holding a 8.51% stake. The controlling shareholder of the company is still Yu Chi Reed.
Six, your company's financial statements in 2018 have been unable to give you an opinion audit report. If your company's financial report in 2019 is still being audited by an accountant, you may not be able to express your opinion. Your company's shares will be suspended from listing. Your company will explain in detail the progress of the settlement of the matters that can not be expressed in the audit report of 2018, and your company's related matters.
The measures adopted and the effect of implementation and follow-up measures to be taken further.
Reply: the company's financial statements in 2018 were issued with no opinion, and there were five points to form the basis of "inability to express opinions". As of now, the measures and results taken by the company to related matters are as follows:
The first point is: the original text of the audit: "as indicated in the note (thirteen) 1 (2) of the financial statements, the chairman of the Gaosheng holding company and the chairman of the eight board of directors and the chairman of the ninth board of directors have repeatedly used the official seal of Gaosheng holding company without the Gaosheng holding company's general meeting or the approval or authorization of the board of directors.
From September 2018 to the date of issuance of this report, Gaosheng holding company has repeatedly made supplementary disclosures on the violation guarantee matters.
Gaosheng holding company has disclosed a large number of illegal guarantee matters, and the amount is huge, and has involved many lawsuits. During the reporting period, Gaosheng holding company made an estimated loss of 620 million 242 thousand and 400 yuan against the guarantee items, accounting for non operating expenses and projected liabilities.
The above warranty shows that there is a major defect in the internal control of Gaosheng holding company. We can not implement satisfactory audit procedures to confirm the integrity of Gaosheng holding company's foreign guarantee and related transaction. At the same time, we can not judge the validity of the guarantee of Gaosheng holding company and the reasonableness of the estimated loss amount. Therefore, we are unable to determine whether it is necessary to make adjustments to non operating expenses, estimated liabilities, contingencies, related transactions and the disclosure of other items or notes in the financial statements, as well as the amount or content of adjustment that may be involved. "
The company takes measures:
1, the company has strengthened internal control management and carried out internal control and construction, with remarkable results.
As a result of many violations of the company's guarantee, it shows that there are major defects in the company's internal control, so the company vigorously launched internal control and construction in 2019. Company in 2018
On the 23 day of November, the board of directors deliberated and adopted the interim plan of the seal, fund management and supervision (Provisional) (see company Announcement No. 2018-124), and strictly controlled and supervised the company's official seal, contract seal, financial chapter, board of directors and board of supervisors. The main contents of the scheme include the establishment of an independent office and an independent safe for storing and keeping company seals; four supervisors are appointed to supervise the company; the bank notes and U shields deposited by the company's main funds are also kept in an independent office, supervised and supervised by the supervisors; the use of the seal and the payment of funds are specifically authorized by the special person; video videos and paper documents are regularly reported to the board of directors. In the course of implementation, the plan was rigorously supervised and effective. The board of directors passed the five consideration to postpone the implementation of the interim plan until December 2019 (see company announcements, numbers 2019-02, 2019-19, 2019-35, 2019-85). In December 30, 2019, the board of directors adopted the "seal management measures" (see company bulletin, number 2019-132).
In 2019, the company carried out three dimensions of approval for major matters, daily matters, including contract signing, payment of funds, etc.: major or main issues were made through collective decision making of general manager's office; daily matters such as contract signing, etc. were determined through multi department joint examination; final approval was carried out online, including the use of seals and payment of funds strictly in accordance with relevant regulations.
At the same time, the company also hired professional institutions to control and build the internal control system in 2019. It combed and perfected all the company's systems, supplemented the deficiencies and deficiencies of the previous system.
The company through a series of internal control work, in 2019, the company's internal control construction is becoming more and more perfect, and more stringent, completely eradicate the possibility of the occurrence of related risks, and protect the company's rights and interests from infringement.
2. The company did not find any undisclosed guarantee items through its understanding of the claim in the bankruptcy proceedings of the real controlling company.
Up to now, a total of 16 irregularities or joint borrowings have been known and disclosed, accounting for about 1 billion 760 million yuan based on the creditor's application for litigation and the estimated principal and interest.
To understand whether there is still potential debt risk that has not yet been known and has a significant impact on the subsequent operation of the company, the company has participated in the creditors' meeting of the actual controller, Yu Chi Reed, LAN Ding Industrial, Beijing Huayi wandering Culture Industry Co., Ltd. and Beijing Shenzhou Entertainment Industry Co., Ltd., through the understanding of the results of the collection of creditor's rights in the bankruptcy proceedings of the actual controller company, Yu Chi Reed, LAN Ding Industrial, Beijing Huayi wandering Culture Industry Co., Ltd. and Beijing Shenzhou Entertainment Industry Co., Ltd., and no violation of the warranty has been found.
3. The reasonableness of the guarantee loss is expected.
In 2018, the company consulted the lawyer on the effectiveness of the warranty against violation and possible losses to the company. According to the "legal opinion on violation of warranty" issued by Beijing Zhen Bang law firm, the company's breach of warranty contract has no effect. However, even if the insurance contract does not work for the company, it may also cause the company to bear civil liability in accordance with the legal provisions and specific circumstances. In the light of the situation of all parties concerned, the lawyer cautiously suggested that the company would be liable to take 1/3 of the loss of the secured creditor's rights. Considering that the main debtor (the actual controller associated company) was too heavy due to the debt burden at the time, the operation has stagnated, and the uncertainty of the company's recourse is expected in the future. Accordingly, the company has made an estimated loss of 556 million yuan on the principal and interest balance of the secured creditor's rights.
The company made an estimated loss of the total amount of 64 million yuan in violation of joint borrowing claims, and the total collateral loss was estimated to be 620 million yuan.
Second point: the main content of audit: "Hua Qi communication equity trading process shows that the time interval between the board of directors on the resolution announcement date (December 12, 2017) to purchase date (October 25, 2018) is longer. During this period, the stock price of Gaosheng holding company fell from 7.56 yuan / share to 3.72 yuan / share. Proposed non-public offering
The approval of the CSRC of matching funds to pay cash consideration will be invalid in April 26, 2019. According to the issuance of shares and payment of cash to purchase assets and raise matching funds, Gaosheng holding company must raise funds to pay 413 million 534 thousand and 800 yuan in cash consideration of the acquisition. As of the date of issuance of the report, Gaosheng holding company paid only 5 million yuan in cash consideration with its own funds, and three counterparties had filed suit or sent a lawyer's letter to Gaosheng holding company for failing to receive cash consideration. At the same time, Gaosheng holding company has been involved in many lawsuits and property freezes because of the 1 irregularities which have been unable to express its opinion. Gaosheng holding company is expected to bear a loss of 620 million 242 thousand and 400 yuan. Therefore, whether or not Gaosheng holding company will be able to pay the cash consideration of the purchase of Hua Qi communications shares is 413 million 534 thousand and 800 yuan in the future. We can not obtain sufficient and appropriate audit evidence.
In conclusion, we can not judge the impact of the acquisition of Hua Qi communications on the financial statements of Gaosheng holding company.
The company takes measures:
As for the risk of falling stock prices and the payment of cash in arrears during the trading process, as mentioned above, the share price fell during the transaction of Hua Qi communications, but up to now, no shareholder has offered to terminate the transaction. Recently, the company is actively negotiating with the counterparties in batches and will reach a settlement as soon as possible. Following progress, the company will fulfill the obligation of information disclosure in accordance with relevant regulations.
Third points, the original of the audit: "as indicated in the note (seven) 5 (4) of the financial statements, as of December 31, 2018, the Shenzhen innovation cloud Hai Technology Co., Ltd., a subsidiary of Gaosheng holding company (hereinafter referred to as" innovation cloud sea "), intends to withdraw the 30 million yuan from the project of Kyushu Hengsheng Power Technology Co., Ltd. (hereinafter referred to as" Kyushu Hengsheng ") in 2017, which was paid in 2017. Because Kyushu Heng Sheng believes that innovation cloud Hai has objections in the process of its application for electric power installation, although it has repeatedly made a request for refund to Kyushu Heng Sheng, due to the failure of the two sides to reach a consensus on the responsibility for breach of contract, it is still not possible to recover the 3000 by the end of the report.
Ten thousand yuan prepayment works. At the same time, innovation cloud Hai prepared bad debt preparation according to age analysis method.
3 million yuan.
As of the date of issuance of the report, we failed to recover the letter of inquiry from Kyushu and Heng Sheng, and failed to conduct an interview procedure for Kyushu Hengsheng on the above issues. Therefore, we are unable to implement satisfactory audit procedures to obtain adequate and appropriate audit evidence for the recoverability of the money, nor can we determine whether it is necessary to make adjustments to other receivables, impairment of assets and other items in the financial statements, or to determine the amount of adjustment that may be involved. "
The company takes measures:
Due to the suspension of the project on the installation of electricity in the two phase of the cloud Hai project, the company put forward a refund request to Kyushu Hengsheng. In view of the disagreement between Kyushu Hengsheng and the company in the process of filing the electricity application procedures, the two sides failed to agree on the liability for breach of contract. Kyushu did not refund the 30 million advance payment. To speed up the progress of the project, the company is actively looking for new engineering companies to take over the project and electric power business. The company has undertaken the project because of the intention of the unit, and is willing to grant the above debts of Kyushu Hengsheng as the company's prepaid works. The company is actively carrying out relevant consultations and signing the relevant agreements.
The fourth point, the original of the audit: "as described in Note 2 (2) of the financial statements, the performance commitment of 2018 to Shanghai on the acquisition of the company was not fulfilled due to the failure of the Gaosheng holding company's subsidiary, Ying Yue Network Technology Co., Ltd. (hereinafter referred to as" Yue Yue network "), and the performance commitments for 2019 were also not expected to be fulfilled. According to the "profit forecast compensation agreement" issued by Gaosheng holding company and Yuan Jianing and Wang Yu, and the series of supplementary agreements stipulated in the series of supplementary agreements, the Yuan Jianing and Wang Yu of the promised party should compensate the 38 million 669 thousand and 500 holding companies of Gaosheng holding company to Gaosheng holding company. If the number of the holders of the undertaking party is not enough to compensate, the difference will be partially compensated by cash.
As of the date of issuance of the report, Yuan Jianing and Wang Yu hold 66 million 394 thousand and 300 shares of Gaosheng holding shares, of which the number of Pledged Shares is 32 million shares, and the number of shares that can be used for compensation is 34 million 394 thousand and 300 shares. Because the promised party intends to compensate the stock, it has not held a stake in Gaosheng.
The company provides the lifting of stock pledge schemes and safeguard measures. Therefore, we can not obtain sufficient and appropriate audit evidence to determine whether it is necessary to adjust the book value of the financial assets that are measured in fair value and the changes in the current profits and losses and the corresponding deferred income tax liabilities, and we can not determine the amount of adjustment that may be involved.
The company takes measures:
1, Yuan Jianing and Wang Yu have completed their performance compensation in 2018.
Due to the failure of the 2018 commitment, the number of shares of Yuan Jianing and Wang Yuying, the original shareholder of Shanghai Ying Yue Network Technology Co., Ltd., amounted to 21928087 shares. Yuan Jianing and Wang Yu jointly appointed to compensate the company shares held by Wang Yu.
In August 15, 2019, the company completed the repurchase of 21928087 shares of Wang Yu's company shares at a total price of 1 yuan, and has completed the cancellation procedures at the China Securities Depository and Clearing Co., Ltd. Shenzhen branch.
2. According to the profit forecast of Shanghai Ying Yue in 2019, the audit institution is expected to compensate shareholders' performance.
As of the announcement date, Yuan Jianing and Wang Yu jointly held 44 million 466 thousand and 213 shares of the company's stock, and the total number of shares pledged by Yuan Jianing and Wang Yu totals 32 million shares, and the remaining shares without the right to bear are 12 million 466 thousand and 213 shares.
According to Shanghai Ying Yue's 2018 earnings forecast for 2018, it is estimated that in 2019 Yuan Jianing and Wang Yu should make up about 16 million 741 thousand and 432 shares of the stock, and that part of the compensation will eventually be determined by the actual realization of Shanghai Yuet Yue 2019.
In accordance with the "prediction and compensation agreement for the issuance of shares and the payment of assets purchased for cash" and its supplementary agreement, if the Shanghai Branch Ying Yue is not able to achieve the net profit in the end of each fiscal year at the end of the commitment period, the company shall, within ten days from the date of the annual report of the year, notify the indemnity party in writing of the actual net profit (accumulated number) less than the committed net profit (cumulative number) of the year in Shanghai, and the number of shares to be compensated.
The shortage is compensated by cash compensation. If there is indeed a problem of performance compensation and insufficient compensation, the company will urge Yuan Jianing and Wang Yu to fulfill their performance compensation obligations.
Fifth points, the original of the audit: "as indicated in the note (fifteen) 2 of the financial statements, the Gaosheng holding company received the notice of investigation of the China Securities Regulatory Commission (No. 201861) in September 27, 2018, and the Securities Regulatory Commission of China conducted a case investigation of Gaosheng holding company on suspicion of information disclosure. As of the date of issuance of the report, the investigation is under way. As the case investigation has not yet reached the final conclusion, we can not judge the possible impact of the findings of the investigation on the financial statements of Gaosheng holding company.
Findings of the securities and Futures Commission:
In December 24, 2019, the company received the decision on administrative penalty issued by the Hubei Supervision Bureau of the China Securities Regulatory Commission (No. 2019] 5. The actual controller Wei Zhenyu received the "market entry prohibition decision" issued by the Hubei Regulatory Commission of the China Securities Regulatory Commission (No.
[2019] No. 1 (company Announcement No. 2019-128). The Hubei Supervision Bureau of the China Securities Regulatory Commission gave a warning to the company and imposed a fine of six hundred thousand yuan. Wei Zhenyu warned him and imposed a fine of three hundred thousand yuan. At the same time, he warned Wei Zhenyu as a company's actual controller and imposed a fine of six hundred thousand yuan, totaling nine hundred thousand yuan, while taking five years' ban on securities market to Wei Zhenyu, giving Li Yao a warning and a fine of three hundred thousand yuan, giving a warning to Zhang Yiwen and a fine of three hundred thousand yuan, giving Sun Peng a warning and paying a fine of one hundred thousand yuan.
The above penalty results have no significant impact on the company's financial statements.
Seven, your company on August 29, 2019 disclosure of the "major risk warning notice" shows that your company has been fined by the tax authorities risk, please disclose the progress of the matter.
Reply: a notice on major risks announced by the company in August 29, 2019 (Bulletin number: 2019-93). In 2015, the company issued shares and paid cash to 5 shareholders of natural persons, such as Yu Ping, Weng yuan, Xu Lei, Dong Yan and Zhao Chunhua, to purchase their holdings.
100% stake in Gaosheng technology. According to the relevant agreement of the agreement on issuance of shares and payment of cash for purchase of assets, the supplementary agreement for the issue of shares and the payment of cash for purchase of assets, the five people in Ping, Weng yuan, Xu Lei, Dong Yan and Zhao Chunhua should pay their personal income tax according to the existing effective tax laws and regulations, according to the relevant agreement signed by the company and the 5 parties. On the day of announcement, the above five people have not paid personal income tax, and the company as a withholding agent has the risk of being punished.
Under the supervision of the company, four of the five people have paid all the taxes. The remaining one has completed the full tax liability of the cash portion of the transaction consideration, and has paid part of the personal income tax on the stock portion of the transaction consideration in September 16, 2019. According to the instructions made by the company to the company, it plans to pay the remaining personal income tax to the tax department by stages before November 2020, and has reported it to the tax department. The tax authorities have not taken any legal responsibility for the matter, and the company will continue to urge shareholders to complete the payment of the remaining taxes as soon as possible and eliminate the related risks of the listed companies.
Eight, ask your company to sort out and disclose the progress of litigation as at present, including, but not limited to, litigants, amount of litigation, main causes, and latest progress, etc., and indicate whether litigation matters have a serious impact on the production and operation of your company.
There are 5 cases which are still being tried in litigation (the amount of the target is about 292 million 390 thousand and 600 yuan). There are 1 cases in the enforcement stage of the company's violation of mandatory notarization (the target amount is about 65 million 574 thousand and 500 yuan); 1 cases of the court's decision that the security contract is invalid and the company does not bear civil liability (the amount of the target is about 29 million 178 thousand and 800 yuan); 1 cases (the amount of the target amount is 9 million 614 thousand yuan) has been settled due to the actual controller's repayment; 2 cases have been suspended by the court because of the bankruptcy of the principal debtor (the amount of the target is about 690 million 486 thousand and 500 yuan); there are 690 million 486 thousand and 500 items in the defendant's withdrawal cases in court (the amount of the target is about RMB); and there are no items in the lawsuit (the amount of the target is about RMB yuan). Reply: there are 16 illegal guarantees and joint loans, of which creditors have filed with the company. The above 16 illegal guarantee or joint loan companies have obtained the actual controller of the affiliated company, such as LAN Ding, Yu Chi Reed, Hua Xi Yun and Shenzhou 100 drama.
Guarantee undertaking.
In summary, after deducting the cases that have been settled and the cases of guaranty invalidation by the court decision, as of the announcement date, the stock of the company's illegal guarantee and common loan items is 14, the target amount is about 1 billion 760 million yuan, of which 10 are irregularities guaranteed, the target amount is about 1 billion 650 million yuan, 4 loans are common, and the target amount is about 108 million yuan. For the specific circumstances, see the following table "Gao Sheng holding violation guarantee and litigation progress".
The company has hired a number of law firms to engage in lawsuits and defences against illegal guaranty cases. In the case of illegal guarantee cases, the company believes that the risk of China Huarong Asset Management Limited by Share Ltd Beijing branch (hereinafter referred to as Huarong Asset) is less risky. Huarong assets, as the mortgage-holder of Shenzhou 100 plays, mortgages land and construction projects valued at about 4 billion yuan in the Shenzhou opera by about 670 million yuan of its creditor's rights and interests. According to the property law, if the secured creditor's right is guaranteed by someone else and secured by a person, the debtor fails to perform his due debts or the circumstances that the parties have agreed to realize the real right for security are not specified or stipulated clearly. If the debtor himself provides the guarantee of the property, the obligee shall first make a claim for the security of the property. The company is also paying close attention to the progress of bankruptcy reorganization of the actual controller company, and the creditor's rights in violation of the secured creditor's bankruptcy reorganization. The company will solve the secured debt dispute according to relevant laws and regulations and safeguard the company's rights and interests.
Progress of illegal guarantee and lawsuits in Gaosheng holding company
Progress of illegal guarantee and lawsuits in Gaosheng holding company | ||||||||
number | type | Court of prosecution and enforcement | Case number involving litigation cases | Progress of litigation cases | Plaintiff | Defendant (borrower, guarantor) | Indictment (enforcement) target | Amount (10000 yuan) |
Execution case | ||||||||
One | Violation guarantee | Beijing fourth intermediate people's court | (2018) Jing 04 Zhi 154. | In execution | Beijing Bi Tian Fortune Investment Co., Ltd. | Uch Reid; LAN ding industry, Wei Zhenyu, Xin Weiya, Wei Junkang, He Xin, Gaosheng holdings. | The principal is 58 million yuan, the interest rate is 4 million 57 thousand and 857 yuan, and the default penalty is 351.661294 yuan. | Six thousand five hundred and fifty-seven point four five |
(2019) Jing 04 Zhi Hui No. 26. |
(2018) Jing 04 Zhi 193.
(2018) Jing 04 Zhi 193. | ||||||||
Cases in litigation | ||||||||
Two | Violation guarantee | Shenyang Municipal Intermediate People's Court | (2019) No. 676 of Liao 01 early Republic of China | First instance jurisdiction objection processing stage | Beijing Beiyang Bo Tian Trading Co., Ltd. | Beijing cultural Silicon Valley; Beijing Hua Xi Yun, Beijing Shenzhou 100 opera, blue ding industry, Yu Chi Reed, Wei Zhenyu, Wei Jun Kang, Gaosheng holdings. | The principal is 128290000 yuan, the interest rate is 21681326.67 yuan in April 23, 2019, the lawyer fee is 600 thousand yuan, and the financial security guarantee fee is 150722.05 yuan, the total amount is 150722048.72 yuan. | Fifteen thousand and seventy-two point two zero |
Three | Violation guarantee | Shenzhen Luohu District people's court | (2018) No. 14292 in Guangdong, 0303 and early Republic of China | Waiting for the first instance court to inform the court | Shenzhen Guoxin factoring Co., Ltd. | Beijing Shi Yu world; Yu Chi Reed, LAN ding industry, Wei Zhenyu, Xin Weiya, Wei Junkang, Gaosheng holdings. | The principal is 40 million yuan, the interest rate is 360 thousand yuan, the total amount is 48 million 20 thousand yuan, and the additional attorney fee is 4 million yuan, the total amount is 52 million 20 thousand yuan. | Five thousand two hundred and two |
Four | Joint loan | Beijing fourth intermediate people's court | (2019) No. 618 in Beijing, 04 and early Republic of China | First instance evidence, waiting for court hearing | Dong Yunwei and Yan Yuqing | Gaosheng holdings; Wei Zhenyu and Wei Junkang | The principal amount was 40 million yuan, from October 18, 2018 to June 11, 2019, according to 24%, the liquidated damages were 4 million 675 thousand and 66 yuan, totaling 44 million 675 thousand and 66 yuan. | Four thousand four hundred and sixty-seven point five one |
Five | Joint loan | Hangzhou intermediate people's court | (2018) No. 1520 in Zhejiang and 01 early Republic of China | Waiting for the two session | Zhu Kai Bo | Gaosheng holdings, Yu Chi Reed, LAN ding industry, Beijing Hua Xi Yun, Wei Junkang, Wei Zhenyu, Zhang Yiwen | The principal is 25 million yuan, the interest rate is 400 thousand yuan, the lawyer fee is 650 thousand yuan, the guarantee guarantee fee is 13050 yuan, the total sum is 26 million 63 thousand and 50 yuan. | Two thousand six hundred and five point one three |
Six | Violation guarantee | Beijing fourth intermediate people's court | The company has recently received a complaint. | Beijing Zhongtai Chuang Ying Enterprise Management Co., Ltd. | LAN ding industry; Shenzhen de Ze family, He Xin, Beijing Hua Xi Yun, Yang Ruigang, Wei Zhenyu, Beijing Shenzhou 100 opera, Xin Weiya, Yu Chi Reed, Gaosheng holdings. | The loan amount is 450 million yuan, and the principal balance is now 1315.259698 yuan, and the other party claims liquidated damages of 576.960588 yuan, totaling 1892.220286 yuan. | One thousand eight hundred and ninety-two point two two | |
Total amount of cases in litigation | Twenty-nine thousand two hundred and thirty-nine point zero six |
Suspension of cases
Suspension of cases | ||||||||
Seven | Violation guarantee | Beijing Higher People's court | (2018) Jing min Chu 227. | The Court suspended the first trial because of the bankruptcy of Shenzhou 100 drama. | China Huarong Asset Management Limited by Share Ltd Beijing branch | Beijing Shenzhou hundred plays; ho yuan, Lv Maoben, Beijing Ruixin An Tai, Wei Junkang, He Xin, Wei Zhenyu, Xin Wei Ya, Gaosheng holdings, LAN ding industry, Yu Chi Reed, Beijing culture Silicon Valley | The principal amount is 550 million yuan. By October 31, 2018, it will be 82133333.3 yuan for the leniency and strict compensation. The liquidated damages will be liquidated to 36 million 25 thousand yuan in October 31, 2018. The liquidated damages for the third phase of the reorganization compensation shall be 825 thousand yuan; the fourth phase reorganization compensation shall be 2250600 yuan; three items shall be 671233933.33 yuan. | Sixty-seven thousand one hundred and twenty-three point three nine |
Eight | Violation guarantee | Ningbo Beilun District People's court | (2019) No. 1990 in Zhejiang and 0206 early Republic of China | Ningbo Hua Hu silver spoon Investment Center (limited partnership) | Beijing Shenzhou hundred plays; Gaosheng holdings, Wei Junkang | The principal is 16683333.33 yuan, and the principal and interest amount to 19252566.66 yuan. | One thousand nine hundred and twenty-five point two six | |
Total number of cases to be suspended | Sixty-nine thousand and forty-eight point six five | |||||||
Winning Case |
Nine | Violation guarantee | Beijing fourth intermediate people's court | (2019) No. 435 in Beijing, 04 and early Republic of China | The guaranty contract is invalid and the company does not bear civil liability. | Zhejiang Zhongtai Chuang Exhibition Enterprise Management Co., Ltd. | LAN ding industry; Beijing Shenzhou 100 opera, Beijing Hua Xi Yun Yun, Gaosheng holdings, Wei Zhenyu, Wei Junkang, He Xin, Xin Wei Ya. | The principal is 22 million 500 thousand yuan, the interest rate is 168750 yuan, the default penalty is 6 million 510 thousand yuan, the total sum is 29178750 yuan. | - |
Settled cases | ||||||||
Ten | Joint loan | Anyang Huaxian people's court | (2019) No. 6511 mediation in Yu 0526 early Republic of China | The actual controller has paid back, and the case has been cleared up. | Zhou Bin Bin | Wei Junkang, Wei Zhenyu, Gaosheng Holdings | Principal and interest 9 million 614 thousand yuan | - |
Withdrawal case
Withdrawal case | ||||||||
Eleven | Violation guarantee | Beijing third intermediate people's court | (2019) No. 223 in Beijing, 03 and early Republic of China | Withdrawal of first instance | Shanghai Cci Capital Ltd | Uch Reid; LAN ding industry, Beijing China play, Beijing Shenzhou 100 opera, Wei Zhenyu, Wei Junkang, He Xin, Xin Wei Ya, Gaosheng holdings. | The principal is 200 million yuan, the interest rate is 1 million, and the default penalty is 5063.013699 yuan. | Twenty-five thousand one hundred and sixty-three point zero one |
Non litigation part | ||||||||
Twelve | Violation guarantee | GAO found that the blue tripod industrial stock, which was easy to auction in July 2019, became the 5.23% shareholder of the company. | Shenzhen BAOYING factoring Co., Ltd. | LAN ding industry; Beijing culture Silicon Valley, Beijing Shenzhou 100 opera, Beijing Hua Xi Yun, Wei Zhenyu, Wei Junkang, Li Yao, Zhang Yiwen, Gaosheng holdings. | Borrowing 14180902.44 yuan | One thousand four hundred and eighteen point zero nine | ||
Thirteen | Violation guarantee | Shenzhen Qianhai high search easy Cci Capital Ltd | The loan principal is 446 million 100 thousand yuan, and it has been paid 5 million yuan. The auction of blue Ting stock is worth 131 million 590 thousand and 720 yuan (interest is not calculated). | Thirty thousand nine hundred and fifty point nine three | ||||
Fourteen | Violation guarantee | Beijing Shenzhou the Great Wall International Engineering Co., Ltd. | Outstanding leader; Gaosheng Holdings | Shenzhou the Great Wall sends a one hundred million yuan bill to Huize rock and soil, which is loaned by the Changxin golden control discount. | Ten thousand | |||
Fifteen | Joint loan | Heng Wei Tian | LAN ding industry, Yu Chi Reed, Beijing Hua Xi Yun, Beijing Shenzhou 100 opera, Wei Zhenyu, Wei Junkang, Gaosheng Holdings | The loan is 47 million 150 thousand yuan; the lender has confirmed the repayment amount of 32 million 150 thousand yuan, and estimated part of the interest. | One thousand seven hundred and forty-six |
Sixteen | Joint loan | Cai Yuan | LAN ding industry, Yu Chi Reed, Beijing Hua Xi Yun, Wei Zhenyu, Wei Junkang, Zhang Yiwen, Gaosheng Holdings | Borrowing 40 million yuan, the lender confirmed that he had repaid 25 million yuan, and estimated part of the interest. The specific debts should be settled at the time when the principal and interest needed to be settled. | Two thousand and twenty-nine | |||
Total sum of non litigation principal and interest (estimated) | Forty-six thousand one hundred and forty-four point zero two | |||||||
Sum up | One hundred and seventy-six thousand one hundred and fifty-two point one nine | |||||||
Among them, 11 are illegal guarantees, one of which has been won. | One hundred and sixty-five thousand three hundred and four point five five | |||||||
There are 5 joint borrowings, one of which has been closed. | Ten thousand eight hundred and forty-seven point six four |
Notice hereby
Gaosheng Cmi Holdings Ltd board two O two O January 16th
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