Amethystum Storage Technology Co.Ltd(688086) revealed that it violated the guarantee, and Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") sent a letter quickly to start disciplinary action and serious accountability at the same time.
On March 13, Amethystum Storage Technology Co.Ltd(688086) ( Amethystum Storage Technology Co.Ltd(688086) . SH) revealed that from March 2021 to March 10, 2022, the company and its subsidiaries had a total of 373 million yuan of illegal pledge guarantee balance of certificates of deposit.
Amethystum Storage Technology Co.Ltd(688086) this self exposure involved illegal guarantee. It turned out that 100 million yuan of funds in the account had been transferred to the account of the guaranteed person, and the "cover" could not be covered. Previously, the Shanghai Stock Exchange had repeatedly asked about the company's monetary capital status, and the company and the sponsor replied that there was no capital restriction.
It is worth noting that more than a month ago, Amethystum Storage Technology Co.Ltd(688086) had just been put on file for investigation by the CSRC on suspicion of illegal information disclosure. At present, the case is still under investigation.
On the evening of the 13th, the Shanghai Stock Exchange urgently issued an inquiry letter to Amethystum Storage Technology Co.Ltd(688086) to ask the context of the five illegal guarantees, and simultaneously launched disciplinary sanctions and serious accountability. The Shanghai Stock Exchange said that it would further deal with it according to the investigation results.
self exposure of 373 million illegal guarantees
According to the announcement, Amethystum Storage Technology Co.Ltd(688086) subsidiary Guangzhou Amethyst provided the debt secured by the pledge of RMB 100 million certificates of deposit deposited in the Bank of Guangzhou, which was due on March 5, 2022. The corresponding funds have been transferred to the bank account of the guarantor Zhejiang Jingchao Trading Co., Ltd. (hereinafter referred to as "Zhejiang Jingchao") on March 11, 2022.
The remaining deposits and pledges will gradually expire. If the guaranteed object cannot repay on schedule and the loan cannot be extended, there is a risk that the time deposits used by Amethystum Storage Technology Co.Ltd(688086) and relevant subsidiaries for illegal guarantee will be deducted.
Amethystum Storage Technology Co.Ltd(688086) announced that the illegal guarantee was arranged by Zheng mu, one of the actual controllers of the company and chairman of the board of directors, and the listed company failed to fulfill its obligations of deliberation or information disclosure stipulated in laws and regulations and the articles of association.
The reporter found that in the inquiry of the 2020 annual report and the 2021 semi annual report, the Shanghai Stock Exchange has focused on the anomalies in monetary funds.
Amethystum Storage Technology Co.Ltd(688086) with more than 1 billion monetary funds in the account, the total long-term loan and short-term loan at the end of 2020 increased by 88% to 213 million yuan compared with the end of the previous year, and increased by 17% to 249 million yuan at the end of the first half of 2021.
The Shanghai stock exchange requires Amethystum Storage Technology Co.Ltd(688086) supplementary disclosure of the bank, term, interest rate and capital use of the loan, and explain the reasons and rationality of large-scale loan under the condition of large book monetary capital balance; At the same time, disclose the deposit of monetary funds and whether there are restrictions on funds due to pledge, guarantee, etc.
Amethystum Storage Technology Co.Ltd(688086) replied that the increase in long-term loans was mainly due to the use of fixed asset loans for production lines and plant construction. There were no other restrictions on monetary funds except bank draft deposits. The sponsor also issued verification opinions, saying that the company's disclosure is consistent with the verification understanding.
Looking at this announcement, four bank deposit certificate pledges occurred from March to April 2021, totaling RMB 232.5 million, indicating that this part of funds was actually limited when the semi annual report of 2021 was disclosed, and the reply of the company and the recommendation institution directly "slapped face" at that time.
In addition, on February 11 not long ago, Amethystum Storage Technology Co.Ltd(688086) announced that the company was filed for investigation by the CSRC on suspicion of illegal information disclosure.
"From the current situation, the probability of 'suspected illegal information disclosure' points to the information disclosure of Amethystum Storage Technology Co.Ltd(688086) 2020 annual report." A person familiar with the matter told the first financial reporter that the annual report shows that the company has frequently changed its business model after listing, and the entrusted R & D object and the nature of prepayment have also changed significantly. Therefore, it is inferred that the "qualitative change" of the company after listing should be the direct reason for being filed for investigation.
The reporter found that since the release of the 2020 annual report, the Shanghai Stock Exchange has conducted three regulatory inquiries on Amethystum Storage Technology Co.Ltd(688086) before and after, involving a total of 38 questions. In addition to the two doubtful points of large advance payment and business model change after listing, many details such as accounts receivable, upstream and downstream changes and monetary funds are also within the vision of continuous supervision.
Under many doubts and violations, Amethystum Storage Technology Co.Ltd(688086) 's performance also continued to decline. After the year-on-year decline in profits in 2020, the decline in the company's performance in 2021 increased.
According to the 2021 annual performance express, Amethystum Storage Technology Co.Ltd(688086) achieved an operating revenue of 515 million yuan, a year-on-year decrease of 8.50%; The net profit attributable to the parent company was 6.8555 million yuan, a year-on-year decrease of 93.39%; The net profit attributable to the parent company after deducting fees was a loss of 1.1625 million yuan, a year-on-year decrease of 101.18%.
regulatory five questions
On the evening of the 13th, the Shanghai Stock Exchange urgently issued an inquiry letter to Amethystum Storage Technology Co.Ltd(688086) and asked the recommendation institution and the annual audit accountant to fully verify and express clear opinions one by one.
1. What is the background of the secured party involved in the illegal guarantee? Where is the actual flow of funds
It has been found that some of the 14 guaranteed parties involved in the illegal guarantee are customers of Amethystum Storage Technology Co.Ltd(688086) or are associated with their customers, and some have no associated relationship and business dealings with Amethystum Storage Technology Co.Ltd(688086) .
Shanghai stock exchange requires Amethystum Storage Technology Co.Ltd(688086) to immediately carry out a comprehensive self-examination, inquire about the specific situation, causes and rationality of the company's illegal guarantee, require the company to disclose the basic information of the guaranteed party, and clearly explain whether there is an association or other relationship with the company, directors, supervisors, actual controllers and their affiliates, customers and suppliers of the company. The company is required to disclose the purpose and actual capital flow of the guaranteed party's loan, and whether there are other behaviors that should be disclosed and do not damage the interests of the listed company.
second question: is the specific process of transferring 100 million yuan of funds out reasonable
The announcement shows that the debt guaranteed by the pledge of RMB 100 million certificates of deposit deposited in the Bank of Guangzhou has expired on March 5, 2022, and the corresponding funds were transferred to the account of Zhejiang Jingchao bank on March 11, 2022.
The Shanghai stock exchange requires Amethystum Storage Technology Co.Ltd(688086) to disclose the specific process, handling basis and participants of the transfer of RMB 100 million to Zhejiang Jingchao; When the effectiveness of the pledge agreement is in doubt, the reason and rationality of the transfer of RMB 100 million to Zhejiang Jingchao; And explain the specific arrangements for the recovery of relevant funds.
three questions pledge guarantee has an impact on the daily operation of the company. It is required to carefully evaluate the risk exposure and specify the rectification measures.
The funds involved in this illegal guarantee account for 40.49% of the monetary funds in the company's consolidated statements as of September 30, 2021.
Shanghai stock exchange requires Amethystum Storage Technology Co.Ltd(688086) to verify and disclose whether the pledged fixed-term deposit is the company's daily operating capital and reflected in the company's financial statements one by one, and carefully and fully assess the risk exposure of undertaking the guarantee liability in combination with the guaranteed party's asset financial status and repayment ability. At the same time, in combination with the fact that 100 million yuan of capital has been transferred to the guaranteed party and the subsequent pledge guarantee will expire one after another, fully disclose the possible impact of the guarantee on the company's production and operation and cash flow, specify the solutions taken and proposed to be taken and the specific progress, and clarify the rectification period.
four questions: how to rectify the legal effect of illegal guarantee and internal control defects? How does the chairman compensate
The announcement shows that the relevant illegal guarantee is arranged by Zheng mu, one of the actual controllers of the company and chairman of the board of directors. At the same time, he promises to bear joint and several liability for all losses and potential losses caused to the company by the illegal guarantee.
Shanghai stock exchange requires Amethystum Storage Technology Co.Ltd(688086) to disclose the relevant participants of illegal guarantee, the signing process of guarantee agreement, the reasons for failing to perform decision-making procedures and information disclosure obligations; Specific agreements between the company, the guaranteed party and the bank on the pledge and guarantee of certificates of deposit, and submit all contracts, agreements and relevant documents; The legal effect of this guarantee and the possible legal liability of the company, and require the company to hire a lawyer to express clear opinions; The company is required to comprehensively sort out the internal control system and its implementation of external guarantee and seal management, whether there are major defects, find out the causes of the problems, and take practical and effective measures for serious rectification.
At the same time, the Shanghai stock exchange requires Amethystum Storage Technology Co.Ltd(688086) to fully explain the feasibility of the chairman's relevant commitments and whether there are safeguard measures, and verify and explain the specific time arrangement that "before the company or subsidiary recovers from the relevant parties according to law, it will plan funds as soon as possible to fill in the lost funds of the company or subsidiary".
five questions: why is the information disclosure inconsistent and whether the recommendation institution performs its responsibilities with due diligence
Amethystum Storage Technology Co.Ltd(688086) said in the reply to the previous periodic report that there was no capital restriction caused by pledge and guarantee in the relevant bank accounts, and the sponsor China Securities Co.Ltd(601066) expressed clear verification opinions on this.
In response to this "face beating" behavior, the Shanghai stock exchange requires the company and the recommendation institution to conduct serious self-examination and disclose the verification process, implementation procedures and evidence obtained in the early response to regulatory inquiries, and explain the reasons and responsible persons for the inconsistency between the previous and subsequent information disclosure.
At the same time, the Shanghai Stock Exchange also stressed in the inquiry letter that Amethystum Storage Technology Co.Ltd(688086) should immediately take necessary preservation measures to ensure the safety of the company's funds and safeguard the legitimate rights and interests of listed companies and minority shareholders.
For this illegal guarantee behavior, the Shanghai Stock Exchange said that it would quickly start the disciplinary procedure, deal with it first, and seriously hold the relevant responsible persons accountable in accordance with the law and regulations. In the follow-up, further handling shall be made according to the illegal facts of information disclosure identified in the case filing investigation.
Close to regulators pointed out that since the opening of the science and innovation board, the overall operation of sector companies has been more standardized, but some signs of violations have also begun to appear. In view of the violations of laws and regulations committed by a small number of scientific and technological innovation companies, shareholders, directors and supervisors, the Shanghai Stock Exchange has always adhered to the high-pressure situation of "managing early, managing small, strict and fast", so as to "fight at the first sight", transmit the regulatory signal of "zero tolerance" to the market, effectively protect the legitimate rights and interests of investors and maintain the healthy development order of the capital market.
