China Securities Co.Ltd(601066)
About Amethystum Storage Technology Co.Ltd(688086)
Verification opinions on illegal guarantee matters
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” or “continuous supervision organization”) as the continuous supervision organization of Amethystum Storage Technology Co.Ltd(688086) (hereinafter referred to as ” Amethystum Storage Technology Co.Ltd(688086) ” or “company”), In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, a special verification was conducted on Amethystum Storage Technology Co.Ltd(688086) this illegal guarantee, At present, the relevant verification work is still ongoing. Based on the existing verification understanding, the following verification opinions are issued:
1、 Self inspection of the company
(I) 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) totally three deposit pledge guarantees will be released
When it expires, the total guarantee amount is 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.
(II) the situation of the guarantee object in violation of regulations and the flow of funds
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 date of issuance of the verification opinions, 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.
(III) 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.
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 date of issuance of this verification opinion. The company will further self-examine the illegal guarantee and timely fulfill the obligation of information disclosure.
2、 Verification opinions of the continuous supervision organization based on the existing verification knowledge
The company is currently in the investigation stage of being filed by the CSRC for suspected information disclosure violations. The continuous supervision organization closely cooperates with the supervision organization to supervise the company to self inspect various information disclosure violations. After discovering the above-mentioned illegal guarantee matters of the company, the continuous supervision organization has carried out relevant on-site verification in accordance with the requirements of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, urged the company to self inspect the illegal guarantee, fulfill the obligation of public information disclosure, and actively take corresponding measures to protect the interests of minority shareholders.
Up to now, the relevant verification work of the continuous supervision organization is in progress. Based on the pledge contracts and loan contracts obtained by the continuous supervision organization and the information obtained from field visits to some banks, the continuous supervision organization believes that:
1. According to the company’s self inspection, as of March 10, 2022, there were 373 million yuan of bank certificates of deposit used for illegal guarantee, of which 100 million yuan of funds deposited in Guangzhou bank had been transferred to the bank account of Zhejiang Jingchao Trading Co., Ltd. on March 11, 2022. If other guaranteed parties failed to pay bank debts on schedule, Other bank certificates of deposit used for illegal guarantee also have the risk of being deducted;
2. Up to now, due to the above illegal guarantee problems, the company may bear 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. At the same time, the company’s violation also reflects the defects in its internal control that need to be rectified. The continuous supervision organization will also urge the company to rectify, and remind investors to pay close attention to the company’s operation and internal control risks and carry out investment activities carefully;
3. Up to now, the relevant verification work of the continuous supervision organization is still ongoing. In the process, it will continue to verify the amount and purpose of illegal guarantee funds and whether there are other illegal guarantees. At the same time, it will continue to urge the company to strictly verify the specific conditions of the above illegal external guarantees and timely fulfill the relevant information disclosure obligations;
4. In order to safeguard the rights and interests of listed companies and protect the interests of minority shareholders, the continuous supervision organization has urged the company to immediately take legal measures such as litigation to recover losses;
5. The continuous supervision organization will continue to urge the company to require the guaranteed to take effective measures to actively raise funds to repay 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, and urge the relevant responsible persons of the company to raise funds as soon as possible to compensate the loss funds of the company or subsidiaries;
6. The company is currently in the stage of investigation by the CSRC due to its suspected illegal information disclosure. The investigation results are not clear, and the issuer has the above illegal guarantee matters. Therefore, investors are reminded to pay attention to the investment risk.
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(there is no text on this page, which is only the signature and seal page of China Securities Co.Ltd(601066) verification opinions on Amethystum Storage Technology Co.Ltd(688086) illegal guarantee matters)
Sponsor representative:
Liu nengqing, Qiu Ronghui
China Securities Co.Ltd(601066) mm / DD / yyyy
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. 2021 / 11 / 5 2022 / 11 / 5 450 Henan Lushi rural commercial bank Lushi Yige Decoration Engineering Co., Ltd. 2021 / 11 / 5 2022 / 11 / 5 450
Amethystum Storage Technology Co.Ltd(688086) Henan Lushi rural commercial bank Lushi County Xinsheng Industrial Co., Ltd. deposit pledge – working capital loan 2022 / 1 / 252023 / 1 / 251 Xiandai Investment Co.Ltd(000900)
Amethystum Storage Technology Co.Ltd(688086) Henan Lushi rural commercial bank Lushi Hanyu Industrial Co., Ltd. deposit certificate pledge – working capital loan 2022 / 1 / 262023 / 1 / 261 Xiandai Investment Co.Ltd(000900)
Amethystum Storage Technology Co.Ltd(688086) Henan Lushi rural commercial bank Lushi County biliuyuan Agricultural Development Co., Ltd. deposit pledge – working capital loan 2022 / 1/
