Guo Liuxi, once known as the "king of man-made diamonds", is helpless to lose the dominance of Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) (300064) created by him. The latest news shows that Guo Liuxi was taken compulsory measures by the public security organ according to law on suspicion of the crime of not disclosing important information in violation of regulations.
to the market's surprise, as of the closing on the 21st, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) rose 20.13% to close at 1.79 yuan.
The reporter of E company noticed that while Guo Liuxi was taken compulsory measures according to law, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) the board of directors or Zang Xuanji, a shareholder representing Henan state-owned assets, Henan Agricultural Investment Financial Holding Co., Ltd., is moving towards the stage. Prior to this, Henan Agricultural Investment Financial Holding Co., Ltd. was excluded by the board of directors led by Guo Liuxi, and Henan Agricultural Investment Financial Holding Co., Ltd. also reported Guo Liuxi in real name for many times.
from "king of artificial diamonds" to being "taken compulsory measures"
On the evening of February 20, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) (formerly known as "Yu diamond") announced that the company received a notice on February 18, 2022 that Guo Liuxi, the legal representative and chairman of the company, was taken compulsory measures by the public security organ according to law on suspicion of failing to disclose important information in violation of regulations, and the relevant matters remain to be further investigated by the public security organ.
According to his resume, Guo Liuxi was born in 1963 with a bachelor's degree and a professor level senior engineer. From 1999 to 2001, he worked in Henan Yuanfa as chairman and general manager; Since 2001, he has served as the chairman and general manager of Henan Huajing Superhard Materials Co., Ltd. ( Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) controlling shareholder); Since 2004, he has been the chairman of Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) and the actual controller of the company. However, in November 2021, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) pointed out in its reply to the inquiry letter of Shenzhen stock exchange that the company was in the state of no controlling shareholder and no actual controller.
According to the third quarterly report of 2021, by the end of the reporting period, Guo Liuxi held Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) 185 million shares, accounting for 15.37% of the total share capital of the listed company; In addition, its related party Henan Huajing Superhard Materials Co., Ltd. holds Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) 145 million shares, accounting for 12.05% of the total share capital of the listed company.
Diamond is widely used, such as exploration and precision instrument production. Gem grade artificial diamond can also be called artificial diamond and cultivated diamond. Guo Liuxi specializes in the technical research, development, production and sales of synthetic diamond and its raw and auxiliary materials, synthetic equipment and synthetic process. After its establishment in 2004, its production capacity, sales revenue and profitability have increased rapidly, and the market share has increased year by year. By the time of listing in 2010, the market share has reached 7.45%.
According to the prospectus of that year, the production and sales of artificial diamond of Henan diamond ranked third in China. Together with Henan Huanghe Whirlwind Co.Ltd(600172) and Zhongnan diamond, it has contracted more than 80% of the production capacity and market share of China's diamond industry. It can be called the Chinese version of "Swarovski". It is one of China's largest artificial diamond enterprises. At its peak, the company has leading synthetic equipment and production technology. Even China's largest diamond manufacturer Henan Huanghe Whirlwind Co.Ltd(600172) has visited and studied in this enterprise.
Statistics show that 163 patents that Guo Liuxi once presided over and participated in the application have been authorized. Four of its research and development projects have won national torch project certificates, six projects have won five first prizes and one second prize of provincial and municipal scientific and technological progress awards; Five achievements appraisal of Henan Provincial Department of science and technology; His participation in the project "development of key equipment and complete process technology for catalytic synthesis of high-grade diamond" won the second prize of national scientific and technological progress. Guo Liuxi has been rated and awarded the titles of "excellent entrepreneur of Zhengzhou", "director of China Superhard Materials Association", "director of Henan Federation of high tech experts" and "vice president of Henan chamber of Commerce of China International Chamber of Commerce".
Guo Liuxi, known as the "king of artificial diamonds" in the market, once announced a "super gem diamond project", that is, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) launched an additional issue of RMB 4.567 billion in 2017, and plans to invest RMB 4.288 billion in the "gem diamond project with an annual output of 7 million carats" and RMB 279 million to supplement working capital. However, with the outbreak of the company's crisis, the above-mentioned super artificial masonry project is planned to be terminated in 2019.
held an emergency meeting overnight
The announcement on the same day also showed that Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) held an emergency meeting of the board of directors on the night of February 18, 2022. The directors attending the meeting unanimously agreed to remove chairman Guo Liuxi and no longer act as the Secretary of the board of directors, and elect director Liu Miao as the chairman and Secretary of the board of directors.
In the dismissal announcement, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) pointed out that Guo Liuxi failed to fulfill his duties and obligations of diligence, failed to ensure the independent operation of the company, abused his control over the company, embezzled the company's funds and assets by illegally occupying funds and accepting guarantees, seriously damaged the legitimate rights and interests of the company and other shareholders, and seriously violated relevant laws and regulations, On November 12, 2021, he was given disciplinary punishment by Shenzhen stock exchange that he was "unfit to serve as a director, supervisor and senior manager of a listed company within ten years", and now he is suspected of the crime of not disclosing important information in violation of regulations, and the public security organ has taken compulsory measures according to law, which has been unable to perform his duties normally. The board of directors deliberated and approved to remove Guo Liuxi from the chairman of the Fourth Board of directors of the company; The board of directors deliberated and approved that Guo Liuxi will no longer act as the Secretary of the board of directors of the company.
Back in August 2021, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) received the "prior notice of administrative punishment and market prohibition" issued by the CSRC, which fully listed a number of facts about Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) suspected of financial fraud.
According to the disclosure of the notice, from 2016 to 2019, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) was suspected of providing funds to the actual controller and its related parties in the form of fictitious procurement business, payment of procurement funds, off account loans and issuance of commercial bills, which respectively formed non operational occupation funds (all new occupation amounts in the current year) of 137 million yuan, 601 million yuan, 2162 million yuan and 270 million yuan for the company; Suspected of not disclosing the total guarantee amount of up to 4.132 billion yuan; It is suspected that by falsely increasing inventories, fixed assets and non current assets, the net assets increased by 1.856 billion yuan at the end of 2019.
In addition, the notice shows that Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) is suspected of falsely increasing operating revenue and total profits through fictitious sales transactions and equity transfer transactions, resulting in false records in the annual report from 2017 to 2019; Failure to disclose estimated liabilities and contingent liabilities as required, resulting in false records and major omissions in the 2018 annual report and false records in the 2019 annual report; The disclosed 2019 annual performance forecast and 2019 annual performance express are suspected of false records.
The CSRC said that Guo Liuxi, the actual controller of Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) , the then chairman and Secretary of the board of directors, played a major role in the illegal acts involved. The involved time was long, the amount involved was particularly huge, and the illegal circumstances were particularly serious. Lifelong market access prohibition measures were taken against them.
On November 12, 2021, the Shenzhen Stock Exchange issued the decision on giving disciplinary sanctions to Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) and relevant parties, in which Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) and its actual controller and chairman Guo Liuxi were publicly condemned; At the same time, Guo Liuxi will be given the punishment of publicly determining that he is not suitable to serve as a director, supervisor and senior manager of a listed company within 10 years.
Enmity
There is a saying in the market that "world diamonds look at China, and Chinese diamonds look at Henan". Even in Henan, where there are many drilling enterprises, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) was once a remarkable company.
Henan, where Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) is located, is the birthplace and leader of China's superhard material industry, with output accounting for more than 80% of the national market. Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) has been deeply engaged in the field of superhard materials for more than ten years and mastered a number of core processes and technologies. The quality and production and marketing scale of synthetic diamond products rank among the forefront of the industry, and has become the first enterprise in China to realize large-scale production of single crystal diamond.
However, since 2018, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) has been getting worse and worse, and the operating performance has been losing money for years. Also in that year, state-owned assets came to "rescue" as a strategic investor. On the last trading day of 2018, Henan Agricultural Investment Financial Holding Co., Ltd. (hereinafter referred to as "agricultural investment financial holding") transferred 7.42% of the shares of the listed company from Henan Huajing Superhard Materials Co., Ltd. (hereinafter referred to as "Henan Huajing"), the controlling shareholder of Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) to Henan Huajing Superhard Materials Co., Ltd. (hereinafter referred to as "Henan Huajing").
Agricultural investment financial holding is a core subsidiary of Henan Agricultural Comprehensive Development Co., Ltd., and Henan Agricultural Development Co., Ltd. is a wholly state-owned company, subordinate to the Department of finance of Henan Province. The completion of the above-mentioned agreement transfer marks that Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) announced earlier that the matter of being bailed out by state-owned assets has been substantially promoted, and the cooperation between the two sides is also the first case of state-owned assets successfully bailing out listed companies in Henan Province.
Now it seems that Henan state-owned assets are more like jumping into the pit dug by Guo Liuxi and his Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) , and the contradiction between the two is also made public.
On December 6, 2021, Shenzhen stock exchange received written materials submitted by Shanghai Xinghan Asset Management Co., Ltd. (hereinafter referred to as "Xinghan asset management", representing Xinghan asset management xingkaiyuan No. 8 single customer special asset management plan, holding 26.7% of the company's shares) and Henan Agricultural Investment Financial Holding Co., Ltd.
According to the materials, as shareholders holding more than 10% of the company's shares in total, the above-mentioned parties submitted to the Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) board of directors and the board of supervisors to convene an interim shareholders' meeting on November 5, November 16 and November 23, 2021 through e-mail, mobile MMS, EMS express and on-site delivery Proposal on the general election of the board of supervisors (nominating Gong Xiaoyun, Xu Enmin, Ou Yangming, Liu Qi, Zhou Baosong and Wang Xiaodong as non independent directors of the Fifth Board of directors, Jiao Yong, Li Hua and Xiao Jianping as independent directors of the Fifth Board of directors, and he xiongsong and Han Yong as non employee representative supervisors of the Fifth Board of supervisors).
However, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) the board of directors and the board of supervisors did not give a written feedback on whether to agree to hold the general meeting of shareholders or send a notice of the general meeting of shareholders within the specified time limit. In this regard, the Shenzhen Stock Exchange issued a letter of concern.
On December 13, 2021, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) announced in its reply to the inquiry that the major shareholders had undisclosed violations, and said frankly that the shareholders holding 5% of the voting shares should not interfere with the normal operation of the listed company.
At the same time, it also issued an announcement on the suspension of deliberation and the convening of an extraordinary general meeting of shareholders proposed by shareholders. For the reasons for the suspension, the announcement said that in view of the legal documents received by the company from the minority shareholder Xu Keqin in late October 2021, the company sued that "the asset management plan of Xinghan asset management includes the investment of agricultural investment financial holding, resulting in Xinghan asset management and agricultural investment financial holding acting in concert with each other."
E company notes that some shareholders have been dissatisfied with the illegal acts of Guo Liuxi and related parties, and have reported to relevant departments in their real names for many times. According to the disclosure of Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) on October 26, 2021, the company's directors Liu Miao and Wang Daping stated that since this year, agricultural investment financial holding and Shanghai Xinghan capital have exercised shareholder rights for corporate governance for many times, but the actual controller of the company maliciously obstructed and seriously anomied corporate governance.
personnel change or hidden mystery
According to the third quarterly report of 2021, Xinghan asset management holds 26.7% of the shares of the company, and Henan Agricultural Investment Financial Holding Co., Ltd. holds 7.42% of the shares of the company. Guo Liuxi and his related Henan Huajing Superhard Materials Co., Ltd. hold a total of 27.42%.
However, according to the relevant announcement, the total number of Pledged Shares held by Guo Liuxi and his associated Henan Huajing Superhard Materials Co., Ltd. accounted for 99.69% of the company's shares held by them, and the cumulative number of shares waiting to be frozen accounted for 99.95% of the company's shares held by them. Therefore, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) has repeatedly reminded that due to the high pledge rate of the company's shares held by Guo Liuxi and his persons acting in concert, and being frozen and waiting for freezing for many times, if the shares held by the controlling shareholder and his persons acting in concert are judicially disposed of, the actual control right of the company may be changed.
It can be proved that on October 20, 2021, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) announced that due to the equity pledge dispute, the intermediate people's Court of Zhengzhou City, Henan Province made a ruling on August 24 to deliver 94.4 million shares of the company held by Henan Huajing Superhard Materials Co., Ltd. to Shanxi Securities Co.Ltd(002500) , and the transfer of the above shares was completed on October 18. As of the announcement date, Guo Liuxi and Henan Huajing, who acted in concert, held a total of Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) 19.58% of the shares.
On November 23, 2021, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) pointed out in the reply to the inquiry letter of Shenzhen stock exchange that after the equity change, no single shareholder of the company holds more than 50% of the shares of the company, no single shareholder can actually control more than 30% of the voting rights of the shares of the company, and there are no shareholders whose voting rights of the shares of the listed company are enough to have an important impact on the resolutions of the general meeting of shareholders of the company, There are no investors whose voting rights of the listed company's shares are enough to decide the election of more than half of the members of the company's board of directors, and the company is in the state of no controlling shareholder and no actual controller.
However, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) on February 18, an emergency meeting of the board of directors was held overnight to see that Henan Agricultural Investment Financial Holding Co., Ltd., which represents Henan state-owned assets, is moving towards the stage.
The announcement shows that 8 directors should attend the board meeting held overnight, 7 actually attended the board meeting, and some supervisors of the company attended the meeting as nonvoting delegates. Elected by more than half of the directors of the company, the meeting was presided over by director Liu Miao, who was elected as the chairman and Secretary of the Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) Fourth Board of directors.
It is worth noting that Liu Miao, who assumed the post of chairman and Secretary of the board of directors this time, was born in 1970 with a bachelor's degree and a certified public accountant. He has successively served as general manager of Henan Landscape Engineering Cost Consulting Co., Ltd., chairman and general manager of Zhengzhou Lianchuang Rongjiu microfinance Co., Ltd. He is currently the deputy general manager and Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) director of Henan Agricultural Investment Financial Holding Co., Ltd.
When announcing that Guo Liuxi was taken compulsory measures by the public security organ according to law, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) pointed out that up to now, the operation of the company is normal. The management of the company will strengthen operation and management to ensure the normal operation of the company's business activities.
today's Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) is also subject to delisting risk due to multiple uncertain factors.
It is reported that in recent years, some cooperative banks and non bank financial institutions have cut off loans and withdrew loans, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) financing channels have been blocked. At the same time, due to litigation matters, most of the company's bank account funds, land and foreign investment equity have been frozen and sealed up, and the company's capital chain is tight and its sustainable operation ability is at risk. By the end of January 2022, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) has about 8 million yuan of available monetary funds.
As of February 15, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) involved 89 litigation / arbitration cases, with a total amount of about 6.061 billion yuan, including 81 litigation cases involving the company and its holding subsidiaries as defendants, with a total amount of about 5.754 billion yuan; The company and its holding subsidiaries, as plaintiffs, involved 8 litigation cases, with a case amount of about 308 million yuan. The company is listed as a dishonest executee.
According to the performance forecast, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) it is estimated that the net profit attributable to the shareholders of the listed company in 2021 will be a loss of 1-1.5 billion yuan.
