China Securities Co.Ltd(601066)
About Amethystum Storage Technology Co.Ltd(688086)
Verification opinions on share pledge of controlling shareholders
Amethystum Storage Technology Co.Ltd(688086) (hereinafter referred to as ” Amethystum Storage Technology Co.Ltd(688086) ” or “the company”) on
On March 25, 2022, we received Meizhou Zichen Investment Consulting Co., Ltd. (hereinafter referred to as “Zichen investment”), Meizhou
Notice on share pledge from Zihui Investment Consulting Co., Ltd. (hereinafter referred to as “Zihui investment”)
According to the letter, Zichen investment and Zihui investment pledged some of their shares in the company as a guarantee for violations
Safeguard measures for the liability of indemnity and joint and several liability.
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “continuous supervision organization”)
As the continuous supervision organization of the company, according to the company law of the people’s Republic of China and the certificate of the people’s Republic of China
The securities law, the measures for the administration of securities issuance and listing recommendation business, and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange
Measures for continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) and self discipline of listed companies on the science and Innovation Board of Shanghai Stock Exchange
The requirements of relevant laws, regulations and normative documents such as guidelines for the application of regulatory rules No. 1 – standardized operation,
The company conducted special verification on the share pledge of the controlling shareholder of the company, and issued the following verification opinions:
1、 Pledge of shares of listed companies
(I) basic information of this share pledge
Whether the shareholder is the Pledged Shares, whether the shares are restricted to sale, whether the initial pledge accounts for the proportion of the number of holding shares in the company name (if yes, indicate the total share capital held by the pledgee due on the supplementary date and the type of restricted sale) on the pledge date
10768664 Yes (whether the initial sale is restricted or not 2022 / 3 / 25 note 38.45% 5.66% Zihui shares)
Investment no no note Shenzhen purple
1013872022 / 3 / 25 crystal storage 0.36% 0.05%
Yes (limited sales for the first time or not) note that technology has
Zichen 10768664 shares) 2022 / 3 / 25 limited company 38.05% 5.66% investment is
399623 no no 2022 / 3 / 25 note 1.41% 0.21%
Total / 22038338 / / 39.14% 11.58%
Note: the effective date of cancellation of pledge registration shall be specified in the notice of cancellation of securities pledge registration issued by China Clearing
The date of cancellation of pledge registration shall prevail.
(II) purpose of share pledge
1. The company was posted on the website of Shanghai Stock Exchange on March 14, 2022（ http://www.sse.com.cn. ）Disclosed the announcement of Amethystum Storage Technology Co.Ltd(688086) on the company’s self inspection involving illegal guarantee matters (Announcement No.: 2022010), Mr. Zheng Mu issued a letter of commitment to the company, promising to pay full compensation to Amethystum Storage Technology Co.Ltd(688086) and its subsidiaries for all losses and potential losses caused by Amethystum Storage Technology Co.Ltd(688086) illegal guarantee to Amethystum Storage Technology Co.Ltd(688086) and its subsidiaries, and Mr. Luo Tiewei agreed to bear joint and several liabilities for this matter.
2. The company transferred all the above claims to its wholly-owned subsidiary, Shenzhen Amethystum Storage Technology Co.Ltd(688086) Technology Co., Ltd. (hereinafter referred to as “Shenzhen Amethyst”), and has notified the debtors, Mr. Zheng Mu and Mr. Luo Tiewei. Mr. Zheng Mu and Mr. Luo Tiewei have been aware of the transfer of creditor’s rights and recognized the identity, legal status and rights of Shenzhen Amethyst as the transferee of creditor’s rights. Mr. Zheng Mu and Mr. Luo Tiewei agreed and promised to continue to fulfill all debts to Shenzhen Amethyst. The above-mentioned creditor’s rights assigned by Shenzhen Amethyst and the pledge right 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.
3. Mr. Zheng Mu and Mr. Luo Tiewei respectively pledged a total of 22038338 Amethystum Storage Technology Co.Ltd(688086) ( Amethystum Storage Technology Co.Ltd(688086) ) shares held by Zichen investment and Zihui investment, which are 100% owned by them, to Shenzhen Zijing as a safeguard measure for bearing compensation liability and joint and several liability.
(III) whether the Pledged Shares bear the performance compensation obligation
The Pledged Shares have not been used as guarantee for major asset restructuring, performance compensation and other matters, and the relevant shares do not have potential performance compensation obligations.
(IV) cumulative Pledged Shares of shareholders
As of March 25, the cumulative Pledged Shares of the above shareholders and their persons acting in concert were as follows:
Shareholding ratio of shareholders before and after this pledge in the total shareholding of the company example: cumulative pledge number cumulative pledge number share proportion share capital proportion
Zihui investment 2800438714.71% 1713433628004387100.00% 14.71%
Zichen investment 2830262314.87% 1713433628302623100.00% 14.87%
Total 5630701029.58% 3426867256307010100.00% 29.58%
2、 Pledge of shares of controlling shareholders
(I) purpose of this share pledge
For details, please refer to “I. (II) purpose of share pledge of listed companies” in this announcement.
(II) capital repayment capacity and relevant arrangements for capital repayment
The Pledged Shares are mainly used as a safeguard measure for Mr. Zheng Mu’s commitment to compensate the company or its subsidiaries for all losses and potential losses caused to the company by illegal pledge guarantee and Mr. Luo Tiewei’s joint and several liability for this matter. The sources of funds for Mr. Zheng Mu and Mr. 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 Mr. Zheng Mu and Mr. Luo Tiewei and the normal business operation income, investment income, stock dividend and other income of the enterprise under their control.
3、 High proportion pledge of controlling shareholders
(I) operating and financial conditions of controlling shareholders and actual controllers
Zichen investment is an enterprise 100% owned by Mr. Zheng mu, the actual controller of the company, holding 28302623 shares of the company, accounting for 14.87% of the total share capital of the company; Zihui investment is an enterprise 100% owned by Mr. Luo Tiewei, the actual controller of the company, holding 28004387 shares of the company, accounting for 14.71% of the total share capital of the company. The business scope of Zichen investment and Zihui investment are: investment management, enterprise management consulting, business information consulting and corporate image planning (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments).
The main financial data of the controlling shareholder in the latest year are as follows:
Unit: Yuan
Project December 31, 2021 (Unaudited)
Zichen investment Zihui investment
Total assets 989682782611003170077
Total liabilities – 874947450
Total bank loans —
Total current liabilities – 874947450
Net assets 989682782610128222627
Operating income —
Net profit -157905237 -20296172
(II) foreign investment of controlling shareholders and actual controllers in the latest year
The controlling shareholders Zichen investment and Zihui investment, and the actual controllers Mr. Zheng Mu and Mr. Luo Tiewei have no new foreign investment in the past year.
Mr. Zheng Mu and Mr. Luo Tiewei jointly invested and established Guangdong Senlang Technology Industry Co., Ltd. on January 14, 2021. The details are as follows:
Enterprise name: Guangdong Senlang Technology Industry Co., Ltd
Legal representative: Luo Tiewei
Unified credit code 91440101ma9w3men6d
Date of establishment: January 14, 2021
The registered capital is 30 million yuan
Registered address: unit 609, building 15, Tian’an headquarters center, No. 555, North Panyu Avenue, Panyu District, Guangzhou
Ownership structure: Zheng Mu 50%; Rottweiler 50%
Gao Tiewei, the supervisor of the board of directors, serves as the manager, executive director and legal representative; Zheng Mu served as supervisor.
Wholesale of computer software, hardware and auxiliary equipment; Software development; Information technology consulting services; Consulting and planning services; Technical service, technical development, technical consultation, technical exchange, technology transfer, technical business scope and technical promotion; Manufacturing of computer software, hardware and peripheral equipment; Information consulting services (excluding licensed information consulting services); Enterprise management consulting; Supply chain management services; Engaging in investment activities with its own funds; Industrial control computer and system sales; Software sales
4、 Verification opinions
With regard to the company’s illegal external guarantee, Mr. Zheng mu, the actual controller of the company, promised to compensate Amethystum Storage Technology Co.Ltd(688086) for all losses and potential losses caused to Amethystum Storage Technology Co.Ltd(688086) and its subsidiaries by Amethystum Storage Technology Co.Ltd(688086) illegal guarantee, and Mr. Luo Tiewei agreed to bear all liability for compensation for this matter. After discovering the illegal guarantee during the continuous supervision, the recommendation institution will continue to urge the relevant responsible persons of the company to take measures to ensure the commitment of the above compensation liability. With regard to the pledge of controlling shareholders’ shares, the continuous supervision organization believes that:
1. This time, the controlling shareholder of the company pledged the remaining shares of the listed company to the wholly-owned subsidiary of the listed company, which is mainly used as a safeguard measure for the relevant responsible persons to bear the liability and joint and several liability.
2. Zihui investment and Zichen investment, the controlling shareholders of the company, pledged 100% of their shares in the listed company (39.14% of which were pledged to the wholly-owned subsidiary of the listed company). The continuous supervision organization drew investors’ attention to the risks related to the stability of control rights caused by the high pledge proportion of controlling shareholders.
3. Up to now, the company is in the stage of investigation by the CSRC due to suspected illegal information disclosure, and the investigation results have not been clear; Due to the illegal guarantee problems of the company, the company may assume relevant guarantee obligations, resulting in the company’s recognition of estimated liabilities and losses, which may lead to liquidity difficulties and other risks affecting the normal daily operation of the company; At the same time, the company’s violation also reflects that there are 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 progress of case filing and investigation and the company’s operation and internal control risks, and carry out investment activities carefully.
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Sponsor representative:
Liu nengqing, Qiu Ronghui
China Securities Co.Ltd(601066)
