Amethystum Storage Technology Co.Ltd(688086) ( Amethystum Storage Technology Co.Ltd(688086) . SH) suddenly revealed the illegal guarantee of RMB 373 million. The Shanghai stock exchange sent a letter twice asking the company to explain the situation, but so far it has not explained the inside story. In this context, the company has been paid attention by regulators due to the pledge of controlling shareholders' equity. The company's recent announcement shows that the Shanghai stock exchange requires the company to explain relevant issues before March 30 with regard to the pledge of shares of the company's controlling shareholders.
The reporter of economic information daily noted that the pledge of shares of Amethystum Storage Technology Co.Ltd(688086) controlling shareholders is closely related to the illegal guarantee of the company. The illegal guarantee of RMB 373 million was arranged by Zheng mu, one of the actual controllers of the company and the chairman of the board, who promised to bear joint and several liability for all losses and potential losses caused to the company by the illegal guarantee. In addition to providing 342687 million shares pledge guarantee for relevant loan contracts, the controlling shareholder of the company pledged the remaining 220383 million shares held by it as a safeguard measure to bear the joint and several liability for illegal guarantee.
controlling shareholder's shares have been fully pledged
Amethystum Storage Technology Co.Ltd(688086) mainly engaged in the R & D, production and sales of mass optical storage devices (new smart disc library) and high-end recordable Blu ray discs (long-life BD-R). The company's main products are hardware products, software, solutions, direct reading and remote reading meter.
Amethystum Storage Technology Co.Ltd(688086) march 24 announced that the company's controlling shareholders Meizhou Zichen Investment Consulting Co., Ltd. (hereinafter referred to as "Zichen investment") and Meizhou Zihui Investment Consulting Co., Ltd. (hereinafter referred to as "Zihui investment") pledged a total of 342687 million shares of the company to Huang Dahe.
According to the announcement, Zichen investment is an enterprise 100% owned by Zheng mu, the actual controller of the company, holding 283026 million shares of the company, accounting for 14.87% of the total share capital of the company; Zihui investment is an enterprise 100% owned by Luo Tiewei, the actual controller of the company, holding 28004400 shares of the company, accounting for 14.71% of the total share capital of the company. Zichen investment and Zihui investment, acting in concert, are the controlling shareholders of the company, holding a total of 56.307 million shares of the company, accounting for 29.58% of the total share capital of the company
In 2021, the net profits of Zihui investment and Zichen investment were -203000 yuan and -1579100 yuan respectively.
After this pledge of shares, the total number of Pledged Shares held by Zichen investment is 17134300 shares, accounting for 60.54% of the total shares of the company and 9% of the total share capital of the company; Zihui investment holds 17134300 shares in total, accounting for 61.18% of the total shares of the company and 9% of the total share capital of the company. The total number of Pledged Shares of Zichen investment and Zihui investment is 342687 million shares, accounting for 60.86% of the total shares of the company held by Zichen investment and Zihui investment, and 18% of the total share capital of the company.
In February 2022, Zheng Mu and Luo Tiewei signed a loan contract with Huang Dahe. The contract agreed that Zheng Mu and Luo Tiewei, the actual controllers of the company, borrowed 80 million yuan from Huang Dahe respectively, totaling 160 million yuan. This share pledge is to provide share pledge guarantee for the above loan contract.
In this regard, the Shanghai Stock Exchange issued an inquiry letter, requiring the company to verify and disclose the specific occurrence time of the relevant loan, the main contents of the agreement, the specific purpose of the loan funds, the source of Huang Dahe's loan funds, and whether there are other potential creditors for the loan; Zheng mu, Luo Tiewei, Huang Dahe and their related parties' capital exchanges and transactions, and whether there are other cooperation or interest arrangements.
The number of Pledged Shares accounts for 18% of the total share capital of the company, and the pledge rate of controlling shareholders reaches 60%. The Shanghai stock exchange requires the company to disclose the financial status, external debt and solvency of Zheng mu, Luo Tiewei, Zichen investment and Zihui investment, and whether there are overdue debts or other deterioration of credit; Whether the pledge affects the stability of the company's control and may lead to the change of the company's control; Whether there are other risks that affect the stability of the right of control or lead to the change of the right of control. If so, key risks shall be prompted and specific measures to stabilize the right of control shall be taken.
The Shanghai Stock Exchange pointed out that as of March 10, the company's illegal guarantee amount was 373 million yuan, which was arranged by Zheng mu, one of the actual controllers of the company and chairman of the board of directors. He promised 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 explain: whether and how the company has taken specific measures to preserve the company's assets and protect the interests of minority shareholders to recover from Zheng mu; In combination with the current progress in the cancellation or settlement of illegal guarantees, the pledge of shares held by Zheng Mu and his credit status, explain whether Zheng Mu has the ability and how to bear joint and several liabilities, and clarify the relevant time arrangement and capital arrangement; At the same time, the independent directors of the company are invited to express independent opinions on matters such as illegal guarantee and share pledge instructed by Zheng mu, one of the actual controllers of the company and chairman of the board.
Amethystum Storage Technology Co.Ltd(688086) march 26 announced that the company received the notice on share pledge from Zichen investment and Zihui investment on March 25, 2022. Under the supervision of the continuous supervision organization, Zichen investment and Zihui investment pledged a total of 220383 million shares of the company held by Zichen investment and Zihui investment as a safeguard measure for joint and several liability for violation guarantee.
So far, all the shares held by the controlling shareholder of the company have been pledged. See the following figure for details:
According to the announcement, Zheng Mu promised to compensate Amethystum Storage Technology Co.Ltd(688086) and its subsidiaries for all losses and potential losses caused to Amethystum Storage Technology Co.Ltd(688086) and its subsidiaries by Amethystum Storage Technology Co.Ltd(688086) violating the guarantee, and Luo Tiewei agreed to bear joint and several liability for this matter. The company transfers all the above-mentioned creditor's rights to its wholly-owned subsidiary, Shenzhen Amethystum Storage Technology Co.Ltd(688086) Technology Co., Ltd. (hereinafter referred to as "Shenzhen Amethyst"), and the above-mentioned creditor's rights transferred by Shenzhen Amethyst and the pledge set up in this contract will be used to compensate Amethystum Storage Technology Co.Ltd(688086) and its subsidiaries for the losses caused by the above-mentioned matters.
According to the company, the sources of funds for Zheng Mu and Luo Tiewei to repay the liability for guarantee and compensation for violations in the future include but are not limited to all the assets of Zheng Mu and Luo Tiewei and the normal business operation income, investment income, stock dividend and other income of the enterprises under their control.
illegal guarantee matters to be solved
Amethystum Storage Technology Co.Ltd(688086) march 26 disclosed the latest progress on the illegal guarantee of RMB 373 million. The company has frozen 120 million yuan of unexpired certificates of deposit for one year and another 20 million unexpired certificates of deposit accounts. The company has applied for and completed the freezing and preservation of funds through litigation procedures (freezing measures to stop payment).
The announcement shows that as of the disclosure date of this announcement, the company has received the civil ruling made by Huizhou Huicheng District People's Court (hereinafter referred to as "Huicheng District Court") on March 15, 2022 (2022) Yue 1302 Caibao No. 336, and Huizhou Branch of Bank of Guangzhou Co., Ltd. filed a pre litigation property preservation to Huicheng District Court, The deposits in the two certificates of time deposit (i.e. the time deposit account of 120 million yuan that has not yet expired) in Zhongkai sub branch of Bank of Guangzhou under the name of Meizhou Jingkai are frozen for one year, the frozen amount is limited to 120 million yuan, and the relevant freezing matters have been implemented.
With regard to the 20 million unexpired certificate of deposit account deposited in Wuhua Huimin village Bank Co., Ltd. for illegal pledge guarantee, the company has applied for and completed the freezing and preservation of funds through litigation procedures (freezing measures to stop payment).
Amethystum Storage Technology Co.Ltd(688086) said that it would reply to the relevant inquiry letter as soon as possible according to the inquiry letter requirements of Shanghai Stock Exchange. The company will cooperate with the judicial authorities to continue to take legal measures such as litigation to safeguard the rights and interests of listed companies, and earnestly safeguard the legitimate rights and interests of listed companies and the legitimate interests of minority shareholders.
At the same time, the company's illegal guarantee reflects the defects in the company's internal control and needs to be rectified urgently. In this regard, Amethystum Storage Technology Co.Ltd(688086) publicly apologized 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-mentioned acts 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.
Amethystum Storage Technology Co.Ltd(688086) said that the above freezing may cause the company to confirm the estimated liabilities and losses. The company will further sort out the illegal guarantee, promote the settlement of relevant problems, and timely fulfill the obligation of information disclosure on the progress of the illegal guarantee.
According to choice data, from February 26, 2020 to March 25, 2022, since Amethystum Storage Technology Co.Ltd(688086) listing, the company's share price has fallen by 85.38% in total, with a fluctuation range of 11.85 yuan / share to 86.59 yuan / share, a decline of - 13.54% in the sector over the same period and a rise of 6.61% in the market.
