Gaosheng Holdings (000971): Twenty-Eighth Resolutions Of The Nine Board Of Directors

Stock Code: 000971 securities short: Gaosheng holding Announcement No.: No. 2019-15

Gaosheng Cmi Holdings Ltd ninth board of directors twenty-eighth meeting resolution announcement

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") received the proposal submitted by Mr. Li Yao, chairman of the company in January 31, 2019, and called for the twenty-eighth meeting of the ninth board of directors.

In January 31, 2019, the company sent ninth directors' notice of the twenty-eighth meeting to all directors, supervisors and senior management by e-mail and telephone. The meeting was held on February 3, 2019 (Sunday) at 10:00 a.m. in the form of on-site and communication voting. The meeting venue is the 10 floor conference room of A District, Wangjing east garden four district (Green Space Center A block), Chaoyang District, Beijing.

The meeting should be attended by 11 members of the board of directors and 11 of the directors actually voting.

Mr. Sun Peng, the director of the company, was absent for personal reasons. Mr. Wei Zhenyu, the director of the Licensing companies, attended the meeting and exercised the right to vote.

The meeting was presided over by Mr. Li Yao, chairman of the board. The meeting procedure was in line with the relevant provisions of the company law and the articles of association.

1. The proposal on the special audit of Jilin Gao Sheng science and Technology Co., Ltd. and Shanghai yying Network Technology Co., Ltd.

The proposal submitted by Mr. Li Yao, chairman of the company, is as follows:

"In January 30, 2019, the Shenzhen securities and Exchange Company management department issued a letter to Gaosheng Cmi Holdings Ltd (hereinafter referred to as" company ") about the letter of concern to Gaosheng Holding Company Limited (company's letter of concern No. 2019] No. thirteenth). The letter of concern asked the board of directors to verify and indicate whether it might lead to Jilin Gaosheng Technology Co., Ltd.

(hereinafter referred to as "Gaosheng technology") and Shanghai Ying Yue Network Technology Co., Ltd. (hereinafter referred to as "Shanghai Ying Yue"), the performance commitment period of the financial report retroactive adjustment, may trigger the relevant main body performance compensation obligations after the matter.

In order to further verify the above items, I hereby request the board to conduct a special audit of the financial statements of Gaosheng technology 2015, 2016, 2017 and 2018 and the financial statements of Shanghai Ying Yue 2016, 2017 and 2018.

Directors Xu Lei, Dong Hong and Yuan Jianing are related directors, and should avoid voting on relevant bills. "

Voting: 6 votes in favour, 0 votes against, 2 abstentions.

Voting result: pass.

The directors' views on voting against or abstaining from the motion are as follows:

(a) the Independent Director Tian Ying Chun abstained from voting on the motion and issued an opinion: "the company

In the motion, the chairman said that in order to further verify the contents of the letter of concern issued by the Shenzhen Stock Exchange, we will conduct a special audit of the two subsidiaries.

In my view, the important work of the company is to fully cooperate with the audit institutions and financial advisers in answering the questions of the exchange's attention.

And if the chairman wants to further verify the financial situation of his subordinates, he may propose an audit (internal audit or third party audit).

This is the normal working procedure of a listed company. As long as the procedure is compliant, I am an independent director.

But this can not be forced by the exchange's request for a reply to the letter of concern before February 13th.

The "special audit" proposed by the motion involves the financial situation of the two subsidiaries for many years, and the audit work can not be completed within two working days after the Spring Festival. Even if the delay can be appropriately postponed, it is impossible to delay the return of the exchange until the end of the audit.

To sum up, I abstain from voting on the bill. "

(two) Zhao Liang, an independent director, abstained from voting on the motion and made comments: "1, I first explicitly supported the strict audit of the relevant companies.

2, I think the relevant companies into

Strict auditing is one of the normal and standard processes of the company, and it is necessary to carry out strict and compliance procedures without requiring separate proposals.

3, the content of this proposal is vague. It does not clearly specify the contents of audit, the institutions for auditing, the time required for audit, the details of auditors' participation and expenses.

I think that proposals with clear content are of practical value.

4, this proposal is essentially a continuation of the twenty-seventh meeting proposal, reflecting the contradiction between shareholders in the company is intensifying, to remind investors to pay attention to investment risk! "

(three) the company received the voting form of the twenty-eighth meeting of the ninth board of directors signed by Xu Lei and Dong Hong on February 21, 2019. The above two directors abstained from voting on the motion and issued an opinion: "1, the case of the board of directors is very absurd. The board meeting of the board of directors has been rejected by the 27 board before the meeting. This time it was put forward again, more because of disputes among shareholders. The shareholders of Yu Ping and Weng yuan extended the follow-up events of the directors who voted for four major shareholders. In the past, the annual audit of Gaosheng technology and Shanghai Ying Yue had only been considered the previous financial problems because of the decline in 2018. What is the evidence?

If you need special audit, please provide reasonable evidence and reason.

2, at present, the biggest and most important problem of Gaosheng holdings lies in the illegal guarantee and common loans caused by the large shareholders. These are the great risks. Many joint loans do not even have contracts. We have repeatedly asked the company to verify the audit and why it has not been carried out yet.

If there is a need for special audits, not only auditing Gao Sheng technology and Ying Yue, the controlling violation guarantee and capital occupation should be explained to shareholders. The authenticity and integrity of these guarantees and joint loans are the focus of the special audit. The other 182 million has returned, and now it has gone out a lot, where is it used?

These also need special audit; before Shenzhen's innovation cloud Haizi arranged by a large shareholder, 30 million of the prepaid project has not yet been brought back, and the holding company has not allowed the innovation of cloud sea to fight a lawsuit.

Does this question also require audit?

To sum up, if audit is needed, it should be a comprehensive special audit of the holding company.

The director Dong Hong and Xu Lei only signed the ninth session of the twenty-eighth meeting of the board of directors voting table, did not sign the resolution of the board of directors, the reason is: "because the content of the resolution and the meeting on the day is different, we actually voted for Shanghai Ying Yue, yuan general (Yuan Jianing) also conducted a vote on science and technology, so can not sign the resolution.

We are not entirely avoiding it.

We must respect the actual situation of the conference, and, in the light of the principle of substance over form, either change the content of your resolution or you can not ask us to sign it. "

Notice hereby

Gaosheng Cmi Holdings Ltd board of directors

Two O 19 February 21st