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

Stock Code: 000971 stock abbreviation: * ST Gaosheng Announcement No.: 2021-27

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 information disclosure 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, 2020-110) on the designated information disclosure media on April 25, 2020, May 9, 2020, December 9, 2020 and January 4, 2021, The progress of the acquisition of Beijing Huaqi Communication Technology Co., Ltd. (hereinafter referred to as "Huaqi communication") is as follows:

I. major asset restructuring

On May 2, 2018, the company received the reply on approving Gaosheng Holding Co., Ltd. to issue shares to purchase assets and raise matching funds from Liu Fengqin and others (zjxk [2018] No. 757), It is approved that the company will purchase 99.997% equity of Huaqi communication from 55 natural persons including Liu Fengqin, the former shareholder of Beijing Huaqi Communication Technology Co., Ltd. (hereinafter referred to as "the former shareholder of Huaqi communication") and Junfeng Huayi emerging industry investment fund (hereinafter referred to as "Junfeng fund") 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 the change of shareholders of Huaqi communications, and 99.997% of the equity of Huaqi communications 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 with five former shareholders including Junfeng fund and Liu Fengqin; On December 10, 2020 and December 31, 2020, the company signed the supplementary agreement to the agreement on issuing shares and paying cash to purchase assets with five former shareholders including Junfeng fund and Liu Fengqin

(3) and the supplementary agreement (3) bis of the agreement on issuing shares and paying cash to purchase assets have arranged the deferred payment of the relevant accounts payable. For details, please refer to the company's website at http://www.cninfo.com.cn（ www.cninfo.com.cn ）Relevant announcement issued.

Due to the company's internal capital arrangement and other issues, the company now signs the supplementary agreement (IV) to the agreement on issuing shares and paying cash to purchase assets with Junfeng fund, which stipulates that the company's payment to Junfeng fund shall be postponed to December 31, 2021. During the period of deferred payment, the company shall continue to pay interest during the period of fund occupation to Junfeng fund at an annual interest rate of 10% based on the unpaid equity transfer price. The payment arrangement is as follows: the company shall pay 12 million yuan on May 24, 2021; Pay 10 million yuan before September 30, 2021; The remaining amount of 32159435.49 yuan shall be paid before December 31, 2021 (the above amount includes the equity transfer price and interest during the period of capital occupation).

As of the disclosure date of this announcement, the company has paid all the remaining original shareholders of Huaqi except signing deferred payment agreements with Junfeng fund and Liu Fengqin. The company will pay the outstanding amount according to the relevant agreement.

It is hereby announced.

Board of directors of Gaosheng Holding Co., Ltd

May 24, 2001