Another case of illegal guarantee of listed companies!
On the evening of March 13, Amethystum Storage Technology Co.Ltd(688086) announced that since March 2021, the company and its subsidiaries have provided pledge guarantee with bank certificates of deposit, which constitutes illegal guarantee. As of March 10, the total balance of illegal pledge guarantee of certificates of deposit was 373 million yuan. It is reported that the relevant illegal guarantee is arranged by Zheng mu, one of the actual controllers of the company and the chairman of the board, who promises to bear joint and several liability for all losses and potential losses caused to the company by the illegal guarantee.
In this regard, the Shanghai Stock Exchange promptly issued an inquiry letter to Amethystum Storage Technology Co.Ltd(688086) that night, asked the context of the illegal guarantee for five times, and started disciplinary action at the same time to be seriously accountable.
It is worth noting that Amethystum Storage Technology Co.Ltd(688086) was investigated by the CSRC last month on suspicion of illegal information disclosure. From the current situation, “suspected of illegal information disclosure” probably points to the information disclosure of the company’s 2020 annual report. As of the closing on March 11, Amethystum Storage Technology Co.Ltd(688086) share price was 13.64 yuan, down more than 80% from the highest price after listing.
On February 26, Amethystum Storage Technology Co.Ltd(688086) released the annual performance express of 2021. In 2021, the operating revenue decreased by 8.5% year-on-year to 515 million yuan; The net profit attributable to the parent decreased by 93.39% year-on-year to 6.8555 million yuan, and the loss of net profit not attributable to the parent decreased by 101.18% year-on-year to 1.1625 million yuan.
there is a violation guarantee of RMB 373 million
The company announced that Amethystum Storage Technology Co.Ltd(688086) recently conducted a self inspection on bank deposits and other conditions according to the requirements of the regulatory authorities and under the supervision of the continuous supervision organization, and found that the company and its subsidiaries have provided pledge guarantees with bank certificates of deposit since March 2021, 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.
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. The debt secured by the pledge of RMB 100 million certificate of deposit deposited in the Bank of Guangzhou has expired on March 5, 2022, and the corresponding funds have been transferred to the bank account of the guaranteed Zhejiang Jingchao Trading Co., Ltd. on March 11, 2022.
It is worth noting that Amethystum Storage Technology Co.Ltd(688086) other deposits and pledges will gradually expire. If the guaranteed object fails to repay on schedule and the loan cannot be extended, the fixed-term deposits used for illegal guarantee of the company and relevant subsidiaries are at risk of being deducted.
China Securities News · China Securities Taurus reporter found that in the inquiry of the 2020 annual report and the 2021 semi annual report, the regulatory authorities have questioned the monetary capital of Amethystum Storage Technology Co.Ltd(688086) .
According to the data, Amethystum Storage Technology Co.Ltd(688086) 2020 year-end long-term loans and short-term loans increased by 88% compared with the end of the previous year, reaching 213 million yuan; At the end of the first half of 2021, it increased by 17% to 249 million yuan. At the same time, the monetary capital on the company’s account exceeded 1 billion yuan. In this regard, the Shanghai stock exchange requires the company to disclose the bank, term, interest rate and fund purpose of the loan, and explain the reason and rationality of large-scale loan under the condition of large Book Monetary Fund balance. At the same time, the company is required to disclose the deposit of monetary funds and whether there are restrictions on funds due to pledge, guarantee, etc.
Source: Announcement
At that time, Amethystum Storage Technology Co.Ltd(688086) company replied that the growth of long-term borrowings was mainly due to the use of fixed asset loans for production line and plant construction, and there were no other restrictions on monetary funds except bank draft deposits. However, 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.
Shanghai Stock Exchange quick inquiry
On the evening of the announcement, the Shanghai Stock Exchange urgently issued an inquiry letter to Amethystum Storage Technology Co.Ltd(688086) and required the recommendation institution and the annual audit accountant to fully verify and express clear opinions one by one. Specifically, the Shanghai Stock Exchange has issued “soul torture” to Amethystum Storage Technology Co.Ltd(688086) from five aspects.
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what is the background of the guaranteed party involved in illegal guarantee? Where is the actual flow of funds
At present, it has been found that the 14 guaranteed parties involved in the illegal guarantee are some of the company’s customers or related to the company’s customers, and some of them have no related relationship and business dealings with the company. The Shanghai stock exchange requires the company to immediately carry out a comprehensive self-examination, inquire into the specific circumstances, causes and rationality of the company’s illegal guarantee matters, require the company to disclose the basic information of the guaranteed party, and clearly explain whether there is an association or other relationship that should be explained 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.
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1 billion yuan of funds were transferred out of the specific process, is the operation 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 bank account of Zhejiang Jingchao on March 11, 2022. The Shanghai stock exchange requires the company 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.
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how does pledge guarantee affect the daily operation of the company? The company is required to carefully assess 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. The Shanghai stock exchange requires the company to verify and disclose whether the time deposits pledged and guaranteed are the company’s daily operating funds 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 asset financial status and repayment ability of the guaranteed party. 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.
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illegal guarantee legal effect, how to rectify 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, who promises to bear joint and several liability for all losses and potential losses caused to the company by the illegal guarantee.
The Shanghai stock exchange requires the company to disclose the relevant participants in the illegal guarantee, the signing process of the guarantee agreement, the reasons for failing to perform the 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, it is required to fully explain the feasibility of the chairman’s relevant commitments and whether there are safeguard measures, and verify and specify the specific time arrangement for “planning funds to fill the lost funds of the company or subsidiaries as soon as possible before the company or subsidiaries recover from the relevant parties in accordance with the law”.
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why is the disclosure inconsistent and whether the recommendation institution performs its duties with due diligence
In the reply to the previous periodic report, the company said that there was no capital restriction caused by pledge and guarantee in the relevant bank accounts, and the sponsor China Securities Co.Ltd(601066) issued 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.
started disciplinary procedure
At the same time, the Shanghai Stock Exchange also stressed in the inquiry letter that the company 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 will 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 when exposed”, transmit the “zero tolerance” regulatory signal to the market, effectively protect the legitimate rights and interests of investors and maintain the healthy development order of the capital market. In the early stage, the Shanghai Stock Exchange issued three rounds of inquiry letters on Amethystum Storage Technology Co.Ltd(688086) information disclosure. The CSRC officially filed a case of Amethystum Storage Technology Co.Ltd(688086) suspected illegal information disclosure in mid February this year. At present, the investigation results have not been announced. The Shanghai Stock Exchange said that for the illegal guarantee behavior found this time, it will quickly start the disciplinary procedure and deal with it seriously in accordance with the principle of “three timeliness”. Subsequently, further handling shall be made according to the investigation results.
