*St Gaosheng (000971): Civil Judgment Received And Litigation Progress

Stock Code: 000971 stock abbreviation: * ST Gaosheng Announcement No.: 2020-80

Gaosheng Holding Co., Ltd. received the civil judgment of Beijing Fourth intermediate people's court

Notice of proceedings

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" or "Gaosheng holding") has recently received (2020) jing04 minchu No. 7 and (2020) jing04 minchu No. 521 civil judgments issued by Beijing Fourth intermediate people's Court (hereinafter referred to as "Beijing No. 4 middle court"). According to the civil judgment, Beijing No.4 Central People's court will not support the request of Beijing Zhongtai chuangying Enterprise Management Co., Ltd. (hereinafter referred to as "Zhongtai chuangying") and Beijing Beiyang poten Trading Co., Ltd. (hereinafter referred to as "Beiyang poten") to undertake guarantee liability for relevant guarantee contracts involved in the company. The relevant matters are hereby announced as follows:

1、 Sino Thai chuangying case

(1) background of the case

In June 2017, landing industry, the second largest shareholder of the company, borrowed money from Zhongtai chuangying, and Zhongtai chuangying entrusted Baiyu sub branch of Bank of Shanghai Co., Ltd. (hereinafter referred to as "Baiyu sub branch of Bank of Shanghai") to lend money to Lanting industry. The three parties signed the "RMB unit entrusted loan loan loan contract" and its supplementary agreement, with the loan amount of RMB 450 million yuan (? 450000), The annual interest rate of the loan is 15%, and the loan period is 6 months (from June 13, 2017 to December 13, 2017).

Wei Zhenyu, the then chairman and legal representative of the company, illegally used the official seal and issued a guarantee of unlimited joint and several liability of the third party to Baiyu sub branch of Bank of Shanghai and Zhongtai chuangying

The company provides unlimited joint and several liability guarantee for the loan. At the same time, its related party Pacific optical cable data communication Co., Ltd. also provided unlimited joint and several liability guarantee for the loan. Zhongtai chuangying filed a lawsuit with Beijing No.4 Central People's court to guarantee the contract dispute, and the suing company and Pacific optical cable data communication Co., Ltd. served as the guarantors to repay the loan balance of Zhongtai chuangying of RMB 13152600, and the liquidated damages of RMB 5.7696 million as of November 20, 2019 (based on the loan principal of RMB 13152600, calculated according to the interest rate standard of 24% per year), with a total of 18.9222 million yuan From November 20, 2009 to the date of actual payment, the penalty shall be calculated according to the interest rate of 24% per year, and the expenses for realizing the creditor's rights shall be paid.

On January 26, 2019, March 27, 2019 and January 14, 2020, the company issued the announcement on the progress of freezing the shares of major shareholders, illegal guarantee and capital occupation of the company (Announcement No.: 2019-07), notice on reply to the concern letter of Shenzhen Securities Exchange (Announcement No.: 2019-26), and "about receiving No.4 of Beijing Municipality" The notice of responding to suit and relevant legal documents of the intermediate people's Court (No. 2020-06) disclosed the matter.

The main contents of the civil judgment

According to the (2020) Jing 04 min Chu No. 7 Civil Judgment issued by Beijing No. 4 Central People's court, the third party unlimited joint and several liability guarantee with the company's official seal is invalid without the resolution of the company's general meeting. According to the company guarantee law, the company shall bear civil liability. Beijing No.4 Central People's court will not support the claim of Zhongtai chuangying demanding the company to repay the loan principal and pay liquidated damages.

2、 Beiyang Boyan case

(1) background of the case

Wei Zhenyu, the former actual controller of the company, a related party of Beijing Cultural Silicon Valley asset operation group Co., Ltd. (hereinafter referred to as "cultural Silicon Valley") signed a loan agreement with Beiyang poten on June 25, 2018, with a loan amount of 64.15 million yuan, a loan term of 90 days and an annual interest of loan

The rate was 24%. Wei Junkang and Wei Zhenyu are the guarantors. Due to the illegal use of the seal by the then chairman, the company signed the guarantor in the agreement.

On September 30, 2018, cultural Silicon Valley and Beiyang poten signed the supplementary agreement on loan extension and new loan arrangement (hereinafter referred to as the "supplementary agreement"), and Beiyang poten agreed to extend the term of the first loan to December 30, 2018, and added 6 new loans to the borrower cultural Silicon Valley, For the loan of 4.14 million yuan, Beijing Yuchi Ruide Investment Co., Ltd., Lanting industry (Hubei) Co., Ltd., Wei Junkang, Wei Zhenyu and their affiliated companies shall bear joint and several guarantee liability for all the above debts of cultural Silicon Valley. The company has not sealed the guarantee agreement, but only signed by Li Yao, the chairman of the board.

Due to the overdue repayment obligation of cultural Silicon Valley loan, Beiyang poten filed a lawsuit with Shenyang intermediate people's Court of Liaoning Province (hereinafter referred to as "Shenyang intermediate people's court"), with the litigation object of about 150 million yuan, the case number is (2019) liaofa z01 zhbao Zi No. 87; according to the (2019) Liao 01 min Chu No. 676 notice of response, civil ruling and relevant legal documents issued by Shenyang intermediate people's court In the letter, Shenyang intermediate people's court has accepted the case of beiyangbo Tianfu company's loan contract dispute, which was filed on May 23, 2019. The company's objection to the jurisdiction of this case was ruled to be tenable, and the case was transferred to Beijing No.4 Central People's court for handling.

The company issued the announcement on the progress of freezing and illegal guarantee of the company's main assets on July 27, 2019, August 15, 2019, August 29, 2019 and June 13, 2020 in the designated information disclosure media, the Notice No. 2019-81 on receiving legal documents and litigation progress of Shenyang intermediate people's Court of Liaoning Province (Announcement No.: 2019-89), and The announcement on receiving legal documents and litigation progress of Hangzhou intermediate people's Court of Zhejiang Province (No. 2019-94) and notice on receiving legal documents and litigation progress of Hangzhou intermediate people's Court of Zhejiang Province (No. 2020-51) disclosed the matter.

The main contents of the civil judgment

According to the (2020) Jing 04 min Chu No. 521 civil judgment issued by Beijing Fourth Central People's court, the court made it clear in the liability determination of the company that Beiyang poten failed to fulfill the obligations of form review and necessary care, and did not review the provisions of the company's articles of association and resolutions of the general meeting of shareholders, it could not be recognized that Beiyang poten was in good faith, and the loan agreement and the supplementary agreement were not effective for the company 。 The act that the chairman of the board of directors at that time did not obtain the authorization of the general meeting of shareholders to sign the relevant agreements is the act of unauthorized representative. The company does not assume the guarantee liability for the act of the chairman of the board of directors who signed the above two contracts beyond his authority. Therefore, Beijing No.4 intermediate people's court will not support Beiyang poten's request for the company to undertake unlimited joint and several liability.

3、 Impact on the company

According to the No. 527 civil judgment of Beijing minchu (2020) and Beijing minchu (No. 04) court, the company shall not bear the relevant civil liability according to Beijing minchu (2020) No. 527. This judgment is the first instance judgment, and this lawsuit has no significant impact on the normal operation of the company. The company will continue to pay attention to the follow-up information disclosure in accordance with the relevant provisions.

4、 Others

China Securities Journal, Shanghai Securities News, securities times, securities daily and www.cninfo.com.cn are the designated media for information disclosure of the company. All information shall be subject to the announcement published by the company in the above designated media. Please pay attention to the company's announcement and investment risk.

It is hereby announced

Board of directors of Gaosheng Holding Co., Ltd

September 29, 2002