Securities code: Amethystum Storage Technology Co.Ltd(688086) securities abbreviation: Amethystum Storage Technology Co.Ltd(688086) Announcement No.: 2022010 Amethystum Storage Technology Co.Ltd(688086)
Announcement on the company's self inspection involving illegal guarantee matters
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Amethystum Storage Technology Co.Ltd(688086) (hereinafter referred to as "the company" " Amethystum Storage Technology Co.Ltd(688086) ) is currently under investigation by the China Securities Regulatory Commission. According to the requirements of the regulatory authorities and under the supervision of the continuous supervision organization, the company and its subsidiaries have recently conducted self-examination on bank deposits and found that the company and its subsidiaries provide pledge guarantees with bank certificates of deposit, Failure to effectively perform the review procedures or information disclosure obligations of listed companies specified in laws, regulations and the articles of association constitutes a violation of guarantee. The company has found that as of March 10, 2022, the company and its subsidiaries had a total balance of 373 million yuan of illegal pledge guarantee of certificates of deposit, of which 100 million yuan of debt guaranteed by pledge of certificates of deposit deposited in Bank of Guangzhou had expired on March 5, 2022, and the corresponding funds had been transferred to the bank account of the guarantor Zhejiang Jingchao Trading Co., Ltd. on March 11, 2022.
The company will take effective measures to actively solve the problems of illegal guarantee of listed companies. As of the disclosure date of this announcement, the company has hired lawyers to take legal measures to effectively safeguard the legitimate rights and interests of listed companies and the legitimate interests of minority shareholders. \uf020
The company confirmed to Zheng mu, one of the actual controllers and chairman of the board, that the above-mentioned illegal guarantee matters were arranged at his own instigation, and the relevant procedures failed to fulfill the review or information disclosure obligations stipulated in laws and regulations and the articles of association. Mr. Zheng Mu publicly apologized for this behavior and promised to jointly and severally compensate the company or its subsidiaries for all losses and potential losses caused to the company by the above illegal pledge guarantee.
The company's self inspection involves the above illegal guarantee, which reflects the defects in the company's internal control and needs to be rectified urgently. For this, the company publicly apologizes to the majority of investors, and the company will actively rectify and further strengthen the implementation of relevant internal control systems to prevent the recurrence of the above acts. At the same time, the company or its subsidiaries will take relevant measures as soon as possible, actively communicate with relevant banks, terminate the illegal guarantee agreement as soon as possible, recover the lost funds, so as to eliminate the impact on the company, and urge the relevant responsible persons of the company to raise funds as soon as possible and advance the lost funds of the company in advance.
1、 Self inspection of illegal guarantee
The company is currently under investigation by the CSRC. According to the requirements of the regulatory authorities and under the supervision of the continuous supervision organization, the company recently conducted self-examination on bank deposits and found that the company and its subsidiary Guangzhou Amethystum Storage Technology Co.Ltd(688086) Technology Co., Ltd. (hereinafter referred to as "Guangzhou Amethyst") Meizhou Jingkai Technology Co., Ltd. (hereinafter referred to as "Meizhou Jingkai") provides pledge guarantee with bank certificates of deposit. According to the laws and regulations and the articles of association, the company and its subsidiaries shall perform the deliberation procedures and information disclosure obligations of the board of directors or the general meeting of shareholders when providing guarantees. The above guarantees fail to perform the relevant deliberation procedures and information disclosure obligations of listed companies, which constitutes illegal guarantee. The company has found that as of March 10, 2022, the company and its subsidiaries had a total of 373 million yuan of illegal pledge guarantee balance of certificates of deposit, and the guaranteed actually obtained a total of 360.3 million yuan of funds through working loans and issuing bank acceptance bills, involving 16 illegal guarantees for 14 guaranteed persons' working capital loans in 4 banks or issuing bank acceptance bills, The above-mentioned illegal guarantee matters have not been found to involve the raised funds of the initial public offering. (see the attached table for details)
The debt secured by the pledge of RMB 100 million certificate of deposit deposited in the Bank of Guangzhou provided by the company's subsidiary Guangzhou Amethyst has expired on March 5, 2022. The corresponding funds were transferred to the bank account of Zhejiang Jingchao Trading Co., Ltd. on March 11, 2022. On March 25, 2022, the pledge guarantee of another 120 million yuan of certificates of deposit of Bank of Guangzhou will expire; In April 2022, Henan Lushi rural commercial bank and China Everbright Bank Company Limited Co.Ltd(601818) a total of three deposit pledge guarantees will expire, with a total guarantee amount of 60.5 million yuan; From October 2022 to March 2023, other certificates of deposit pledge guarantees will gradually expire, with a total guarantee amount of 92.5 million yuan.
After the company confirmed to Zheng mu, one of the actual controllers and the chairman of the board, that the above-mentioned illegal guarantee matters were arranged at his own instigation, and the listed company failed to fulfill the obligations of deliberation or information disclosure stipulated in laws and regulations and the articles of association, the legal representative of the company Zheng mu Mr. Luo Tiewei, the legal representative of Guangzhou Amethyst, and Mr. Zhong Guoyu, the legal representative of Meizhou Jingkai, signed the pledge agreement of certificate of deposit respectively.
Mr. Zheng Mu publicly apologized to the investors for the above acts and promised to bear joint and several liabilities to the company or its subsidiaries for all losses and potential losses caused to the company by the above illegal pledge guarantee. Before the company or its subsidiaries recover from the relevant parties according to law, they will also plan funds to cover the loss of funds of the company or its subsidiaries as soon as possible.
The company's self-examination involves the above illegal guarantee, which reflects the defects in the company's internal control and needs to be rectified urgently. For this, the company publicly apologizes to the majority of investors, and the company will actively rectify and further strengthen the implementation of relevant internal control systems to prevent the above behaviors from happening again. At the same time, the company or its subsidiaries will take relevant measures as soon as possible, actively communicate with relevant banks, terminate the illegal guarantee agreement as soon as possible, recover the lost funds, so as to eliminate the impact on the company, and urge the relevant responsible persons of the company to raise funds as soon as possible and advance the lost funds of the company in advance.
2、 Information of the guarantee object and capital flow in violation of regulations
According to the company's self inspection, among the 14 guarantors involved in the illegal guarantee, the following situations exist: 1. Guangdong Qichen cloud data storage Co., Ltd. is the company's customer;
2. Sanmenxia Senyu Housing Information Consulting Co., Ltd., Lushi Lvfeng Agricultural Technology Co., Ltd., Lushi Hongtu Decoration Engineering Co., Ltd. and other 10 Lushi County enterprises and corporate customers Sanmenxia Lingyun Big Data Technology Co., Ltd Lushi County Zhongnongxin Big Data Technology Co., Ltd., a related party of Shenzhen Zhongnongxin Big Data Service Co., Ltd., has cross employment or shareholding of the same natural person, and the public information shows that the contact number is the same.
As of the disclosure date of the announcement, the company has not found any affiliated relationship or business dealings between other guarantors and the company. The company will further verify the situation of illegal guarantee objects and the final capital flow, and timely fulfill the obligation of information disclosure.
3、 Impact of illegal guarantee on the company
According to the second paragraph of Article 9 of the interpretation of the Supreme People's Court on the application of the relevant guarantee system of the civil code of the people's Republic of China Paragraph 3 "If the opposite party fails to conclude a guarantee contract with the listed company according to the information publicly disclosed by the listed company that the guarantee matters have been adopted by the resolution of the board of directors or the general meeting of shareholders, and the listed company claims that the guarantee contract is not effective and does not bear the guarantee liability or compensation liability, the people's court shall support it; the opposite party enters into a guarantee contract with the holding subsidiary publicly disclosed by the listed company The provisions of the preceding two paragraphs shall apply to the guarantee contract concluded by the counterparty or the guarantee contract concluded by the counterparty and the company whose shares are traded on other national securities trading places approved by the State Council.
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The aforesaid 373 million illegal guarantees of the company failed to fulfill the review procedures or information disclosure obligations of listed companies specified in laws, regulations and the articles of association, According to the interpretation of the Supreme People's Court on the application of the relevant guarantee system of the civil code of the people's Republic of China, the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantee of listed companies (announcement [2022] No. 26 of China Securities Regulatory Commission) And other laws and regulations, the company believes that the effectiveness of the relevant certificate of deposit pledge guarantee contract is flawed, and the company can claim to the people's court that the guarantee contract is not effective for the company. The company will take legal measures such as litigation to safeguard the rights and interests of listed companies and protect the interests of minority shareholders.
For the above illegal guarantee matters, if the guaranteed object cannot repay on schedule and the loan cannot be extended, the time deposits used by the company and relevant subsidiaries for illegal guarantee are at risk of being deducted. Due to the above-mentioned illegal guarantee problems, the company may assume relevant guarantee obligations, may cause the company to recognize estimated liabilities and losses, and may cause risks affecting the company's daily normal operation.
The above matters are the results of the company's self-examination as of the disclosure date of this announcement. The company will further self-examine the illegal guarantee and timely perform the obligation of information disclosure.
4、 Company response measures
1. If the above illegal guarantee fails to fulfill the review or information disclosure procedures stipulated in laws and regulations and the articles of association, the company will take legal measures such as litigation to safeguard the rights and interests of listed companies and protect the interests of minority shareholders.
2. The company will further check the capital flow, urge and require the guaranteed to take effective measures to actively raise funds and repay the debts as soon as possible, actively communicate with relevant banks to terminate the illegal guarantee agreement as soon as possible and recover the lost funds, so as to eliminate the impact on the company. At the same time, the company will urge the relevant responsible persons of the company to raise funds as soon as possible and advance the lost funds of the company.
3. The company will continue to carry out comprehensive and in-depth self-examination and rectification from the aspects of internal control system construction, personnel management and internal control implementation, sort out the existing systems, check omissions and make up deficiencies, further strictly implement the seal management procedures, further strengthen the implementation of relevant internal control systems, and prevent the recurrence of the above-mentioned acts.
4. The company has set up a major risk resolution team to deal with various possible risks in a timely manner and minimize the impact on the company's daily operation by strengthening customer collection, communication with financial institutions and controlling the company's expenses.
5、 Risk tips
1. On February 11, 2022, the company received the notice of filing a case (No.: Zheng Jian Li Jian Zi 0062 Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) 5) from the China Securities Regulatory Commission. Up to now, the investigation of the CSRC is still in progress, and the company has not received the concluding opinions or decisions of the CSRC on the above filing matters.
2. For the above illegal guarantee matters, if the guaranteed object cannot repay on schedule and the loan cannot be extended, the time deposits used by the company and relevant subsidiaries for illegal guarantee are at risk of being deducted. Due to the above illegal guarantee problems, the company may assume relevant guarantee obligations, which may lead to the company's recognition of estimated liabilities and losses, and may lead to risks affecting the company's daily normal operation.
3. There is a lack of deliberation procedures of the board of directors or the general meeting of shareholders for the illegal guarantee of the company's certificate of deposit pledge, the company fails to fulfill the obligation to disclose the external guarantee, the effectiveness of the relevant certificate of deposit pledge guarantee contract is flawed, and the effectiveness of the final guarantee contract must be confirmed by the effective judgment document of the court.
4. The above matters are the results of the company's self-examination as of the disclosure date of this announcement. The company will further sort out the illegal guarantee and timely fulfill the obligation of information disclosure.
The website of Shanghai Securities Times and Shanghai Securities Times is designated as the media for disclosure（ http://www.sse.com.cn. ）, the relevant information of the company shall be subject to the announcements disclosed on the above websites and newspapers. Please pay attention to the relevant announcements of the company, invest rationally and pay attention to investment risks.
6、 Other
The company's disclosure of matters involving illegal guarantees is based on the protection of the right to know of minority shareholders in accordance with the administrative measures for information disclosure of listed companies and other relevant provisions, in the attitude of being responsible to all shareholders of the company. It does not mean that the company recognizes or ratifies the compliance, legitimacy and behavior of illegal guarantees.
It is hereby announced.
Amethystum Storage Technology Co.Ltd(688086) board of directors March 14, 2022
Attached table:
Deposit receipt amount loan / bank commitment amount guarantee subject bank guaranteed form pledge time maturity time (guarantee amount) (10000 yuan) (10000 yuan)
Amethystum Storage Technology Co.Ltd(688086) Henan Lushi rural commercial bank Lushi County Xingwei Enterprise Information Management Service Co., Ltd. deposit pledge - working capital loan 2021 / 4 / 162022 / 4 / 1612501100
Henan Lushi rural commercial bank Lushi County Boyuan Enterprise Management Co., Ltd. 2021 / 10 / 302022 / 10 / 30 460 Henan Lushi rural commercial bank Sanmenxia Senyu Housing Information Consulting Co., Ltd. 2021 / 10 / 312022 / 10 / 31 460 Amethystum Storage Technology Co.Ltd(688086) Pledge of certificates of deposit - working capital loan 1900
Henan Lushi rural commercial bank Lushi shengshijia construction labor export Co., Ltd
