*St Gaosheng (000971): Progress Of Acquisition Of Huaqi Communication

Stock Code: 000971 stock abbreviation: * ST Gaosheng Announcement No.: 2020-110

Announcement on the progress of acquisition of Huaqi communication by Gaosheng Holding Co., Ltd

The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.

Gaosheng Holding Co., Ltd. (hereinafter referred to as "the company") issued the "progress announcement on the acquisition of Huaqi communication" (Announcement No.: 2020-25, 2020-40, 2020-100) on the designated information disclosure media on April 25, 2020, May 9, 2020 and December 9, 2020, respectively ”）The progress of major asset restructuring transactions is as follows:

I. major asset restructuring

On May 2, 2018, the company received the reply on approval of Gaosheng Holding Co., Ltd. to issue shares to purchase assets and raise matching funds from Liu Fengqin and others (zjxk [2018] No. 757) issued by China Securities Regulatory Commission, and approved 55 natural persons including Liu Fengqin, former shareholder of Beijing Huaqi communication Technology Co., Ltd. (hereinafter referred to as "former shareholder of Huaqi communication") and Jun Feng Huayi emerging industry investment fund (hereinafter referred to as "Junfeng fund") purchased 99.997% equity of Huaqi communication by issuing shares and paying cash. The company and the former shareholders of Huaqi communication signed the agreement on issuing shares and paying cash to purchase assets on December 11, 2017, and the supplementary agreement on issuing shares and paying cash to purchase assets on January 16, 2018. The agreement agreed that 55% (505.4348 million yuan) of the total consideration should be paid by the company in the form of issuing shares, and the other 45% (41, 3.5348 million yuan) by the company in cash.

On June 12, 2018, Dongcheng Branch of Beijing Administration for Industry and Commerce approved Huaqi

The change of shareholders of communication, 99.997% equity of Huaqi communication held by the trading party has been transferred to the name of the listed company.

II. Progress of payment of equity to price

On April 24, 2020, the company signed the supplementary agreement (2) to the agreement on issuing shares and paying cash to purchase assets (hereinafter referred to as "Supplementary Agreement (2)") with Junfeng fund, Liu Fengqin and other five former shareholders, which agreed to pay Junfeng fund 75.25 million yuan before October 29, 2020, transfer the remaining equity of Liu Fengqin and other four people before November 30, 2021 and the period of capital occupation The interest is paid. After deliberation and approval at the 52nd meeting of the 9th board of directors of the company, the company has signed the supplementary agreement (3) to the agreement on issuing shares and paying cash to purchase assets with Junfeng fund on December 10, 2020, stipulating the follow-up payment arrangement to Junfeng fund.

Through equal and friendly consultation, the company plans to sign the supplementary agreement (3) 2 to the agreement on issuing shares and paying cash to purchase assets with four shareholders of Hua Qiyuan, including Liu Fengqin, Fu Gangyi, Fang Yu and Li Wei

1. Due to the impact of the new crown pneumonia epidemic in 2020, Liu Fengqin and other four shareholders agreed to exempt the interest during the period of capital occupation payable by the company in 2020 as stipulated in the supplementary agreement (2), as well as the penalty for overdue payment.

2. Since the signing date of the agreement, the company still owes the above four shareholders a total of 44.9431 million yuan. The company shall pay the capital occupation fee during the period of capital occupation to the four shareholders from January 1, 2021 to the date when all equity transfer funds are actually paid off.

3. The company shall complete the payment of the outstanding balance of RMB 44.9431 million and the fund occupation fee during the period of capital occupation before November 30, 2021.

As of the date of disclosure of this announcement, the company, in addition to Junfeng fund, Liu Fengqin and other five huaqiyuan shares

In addition to signing the supplementary agreement (3) to the agreement on issuing shares and paying cash to purchase assets, Dong Dong will arrange to pay the original reserved personal income tax to the remaining shareholders with its own funds as soon as possible. If the company owes the equity consideration of five former shareholders such as Junfeng fund and Liu Fengqin, the company will follow the supplementary agreement of the agreement on issuing shares and paying cash to purchase assets

Payment shall be made on schedule.

It is hereby announced.

Board of directors of Gaosheng Holding Co., Ltd. December 31, 2002