The chairman of was arrested and a new situation appeared in the protracted internal struggle of Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) , which is also a major reason for the daily limit today.
On February 21, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) announced that the company received a notice on February 18 that Guo Liuxi, the legal representative and chairman of the company, was taken compulsory measures by the public security organ according to law because he was suspected of the crime of not disclosing important information in violation of regulations, and the relevant matters need to be further investigated by the public security organ.
Unexpectedly, on February 21, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) staged a 20cm daily limit, closing at 1.79 yuan / share, with a total market value of 2.158 billion yuan.
the board of directors held an emergency meeting
On the night of February 18, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) held an emergency meeting of the board of directors. 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 act as the Secretary of the board of directors. Liu Miao, born in 1970, is currently the deputy general manager and Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) director of Henan Agricultural Investment Financial Holding Co., Ltd. (hereinafter referred to as “agricultural investment financial holding”). With a shareholding ratio of 7.42%, agricultural investment financial holding ranks as the fourth largest shareholder of Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) . The actual controller of agricultural investment financial holding is the Department of finance of Henan Province.
As a state-owned shareholder, agricultural investment financial holding has been trying to re-elect the board of directors of listed companies. Agricultural investment financial holding and Shanghai Xinghan Asset Management Co., Ltd. (hereinafter referred to as “Xinghan asset management”, which represents Xinghan asset management xingkaiyuan No. 8 single customer special asset management plan, holds Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) 26.7% shares and ranks as the largest shareholder) under Fujian state-owned assets, respectively through e-mail, mobile MMS, EMS express Propose to the Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) board of directors and the board of supervisors to convene an extraordinary general meeting of shareholders to consider the proposal on the general election of the board of directors and the board of supervisors. However, one month later, the board of directors and the board of supervisors of the company failed to give corresponding feedback or notice within the specified time limit. Subsequently, relevant materials were delivered to the Shenzhen Stock Exchange, which issued a letter of concern to Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) .
On the evening of December 13, 2021, ” Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) ” announced that the board of directors and the board of supervisors decided to suspend the consideration of the matters proposed by shareholders to convene the extraordinary general meeting of shareholders. At that time, the Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) Fourth Board of directors and board of supervisors elected in July 2017 had been overstaffed for nearly one and a half years.
Why is it suspended? The reason given by the company is that Xu Keqin, a minority shareholder, filed a lawsuit in October 2021, saying that agricultural investment financial holding and Xinghan asset management acted in concert with each other, and Xinghan asset management did not disclose the first purchase of the company’s shares according to law, so the second purchase of shares is an illegal act, and the illegal increase of shares does not enjoy voting rights. Whether the state-owned shareholders can reorganize the board of directors as they wish is still uncertain.
to be banned from the market for life
As the founder and helmsman of Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) , Guo Liuxi has served as the chairman of Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) since 2004. The company is mainly engaged in the R & D, production and sales of synthetic diamond and its raw and auxiliary materials, as well as the research and development of synthetic diamond equipment. Guo Liuxi is also known as the “king of synthetic diamond”.
Guo Liuxi has a deep technical background. Tianyancha app shows that Guo Liuxi, born in 1963, has a university degree and is a senior engineer. He has presided over and participated in the application for 42 patents, including one invention patent. Four of its R & D projects won national torch project certificates, and six projects won provincial and municipal scientific and technological progress awards, including five first prizes and one second prize. He has been awarded the titles of “excellent entrepreneur of Zhengzhou”, “director of China Superhard Materials Association”, “director of Henan high tech experts Federation”, “vice president of Henan chamber of Commerce of China International Chamber of Commerce” and so on.
In fact, as early as last August, Guo Liuxi was proposed by the CSRC to take lifelong market access prohibition measures. At that time, the notice on administrative punishment and market entry prohibition issued by the CSRC showed that after investigation, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) was suspected of falsely increasing the operating revenue and total profit through fictitious sales transactions and equity transfer transactions, resulting in false records in the annual report from 2017 to 2019; Suspected of falsely increasing inventories, fixed assets and non current assets through fictitious procurement transactions, resulting in false records and other illegal acts in the annual reports from 2016 to 2019.
The CSRC believes that as the then chairman, Secretary of the board of directors and actual controller of the company, Guo Liuxi made decisions and led the implementation of all the illegal matters involved in Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) . “The involved time is long, the involved amount is particularly huge, and the illegal circumstances are particularly serious”. The CSRC plans to decide to give a warning to Guo Liuxi, impose a fine of 15 million yuan and take lifelong market access ban measures.
On November 12, 2021, Guo Liuxi was disciplined by Shenzhen Stock Exchange as “not suitable for serving as a director, supervisor and senior manager of a listed company within ten years”. In an interview with the media in August last year, Guo Liuxi said, “we now want to keep the enterprise. We have plans to introduce war investment, and have had in-depth communication with well-known law firms in China. I clean myself out and transfer my shift smoothly.”
on the verge of delisting
Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) is on the verge of delisting. According to the fact that the CSRC found out the suspected violation of the law in August last year, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) falsely increased the net assets by 1.856 billion yuan at the end of 2019, while the annual report shows that the company’s net assets at the end of 2019 were 1.721 billion yuan, with a loss of 1.236 billion yuan in 2020. The retroactively adjusted net assets at the end of 2019 and 2020 may be negative. Therefore, the company’s shares may be subject to major illegal compulsory delisting.
In addition, the company expects the owner’s equity attributable to shareholders of listed companies to be – 1 billion yuan to – 500 million yuan by the end of 2021. If the audited net assets at the end of 2021 are negative, or the net assets in 2021 after retroactive restatement are negative, the listing of the company’s shares will be terminated.
Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) is also entangled in litigation. As of February 15, the company had involved 89 litigation / arbitration cases with a total amount of 6.061 billion yuan, including 81 litigation cases involving the company and its holding subsidiaries as defendants with a total amount of 5.754 billion yuan.
On January 29, Zhengzhou Sino-Crystal Diamond Co.Ltd(300064) disclosed the performance forecast, which shows that the net profit loss attributable to the parent company in 2021 is expected to be 1 billion yuan to 1.5 billion yuan, deducting the non net profit loss of 380 million yuan to 760 million yuan. It said that during the reporting period, according to relevant regulations and in combination with the progress of litigation matters and judgment, the company accrued litigation losses and estimated liabilities into non operating expenses, which is expected to be about 650 million yuan, resulting in an increase in non operating expenses compared with the same period of last year.
