On March 14, 2022, Amethystum Storage Technology Co.Ltd(688086) (hereinafter referred to as Amethystum Storage Technology Co.Ltd(688086) or the company) disclosed that the company and its subsidiaries had a total of 373 million yuan of illegal pledge guarantee balance of certificates of deposit. On April 8, the Shanghai Stock Exchange made a disciplinary decision against Amethystum Storage Technology Co.Ltd(688086) and relevant responsible persons for their illegal guarantee behavior.
The relevant person in charge of the Shanghai Stock Exchange said that the disciplinary decision is to strictly implement the "zero tolerance" requirement, timely light the sword and effectively maintain the health, stability and good ecology of the capital market in view of the facts of violations verified by Amethystum Storage Technology Co.Ltd(688086) has been found. The Shanghai Stock Exchange will simultaneously strengthen the supervision and coordination with relevant departments of the China Securities Regulatory Commission and Guangdong securities regulatory bureau, and further make serious accountability according to the follow-up investigation results. At the same time, urge the company and its continuous supervision organization to take effective measures as soon as possible to fully protect the safety of the company's capital and property and effectively safeguard the interests of listed companies and investors.
It is reported that since the establishment of the science and innovation board, the Shanghai Stock Exchange has resolutely implemented the requirements of "three timeliness" and "zero tolerance" in accordance with the unified deployment of the CSRC, adhered to "grasping early, grasping small, strict and fast", established guidance and strict rules, promoted the improvement of the quality of listed companies, and worked hard to create a "standardized, transparent, open, dynamic and resilient" market.
According to the disciplinary decision, Amethystum Storage Technology Co.Ltd(688086) and relevant responsible persons have the following specific violations:
First, the company and relevant responsible persons failed to perform relevant decision-making procedures and information disclosure obligations, and provided large amount of guarantee in violation of regulations for many times
On March 14, 2022, the company disclosed that there were illegal pledge guarantees for certificates of deposit, with a total amount of 373 million yuan, providing a total of 16 guarantees for 14 third parties. From March to April 2021, there were four transactions, with a total amount of 232.5 million yuan, accounting for 25.89% of the company's audited net assets in 2019; From October 2021 to March 2022, there were 12 transactions, with a total amount of 140.5 million yuan, accounting for 7.59% of the company's audited net assets in 2020. Among them, on March 5 and March 25, 2021, the subsidiaries Guangzhou Amethyst and Meizhou Jingkai pledged RMB 100 million to the certificate of deposit of Guangzhou bank respectively, accounting for 11.14% of the audited net assets of the listed company in 2019.
For the above external guarantees, the company did not perform the corresponding decision-making procedures of the board of directors as required, nor did it disclose them in time. Among them, the single amount of two guarantees exceeds 10% of the audited net assets of the previous year, which has reached the deliberation standard of the general meeting of shareholders, but has not fulfilled the decision-making procedures of the general meeting of shareholders. In addition, on March 5, 2022, the debt pledged by the 100 million yuan certificate of deposit deposited by Guangzhou Amethyst in the Bank of Guangzhou expired, and the corresponding funds were transferred to the bank account of the guaranteed party on March 11, 2022, accounting for 96.37% of the company's audited net profit in 2020.
The company announced that the above illegal guarantee was arranged by Zheng mu, the actual controller and then chairman of the board. Zheng mu, the legal representative of the company, Luo Tiewei, the legal representative of Guangzhou Amethyst, and Zhong Guoyu, the legal representative of Meizhou Jingkai, signed the pledge agreement of the certificate of deposit respectively.
Second, the company's capital is limited, the relevant information disclosure is inconsistent, and the information disclosure is untrue and inaccurate
On August 28, 2021, the company disclosed the semi annual report of 2021, which did not mention the pledge and guarantee of the above-mentioned certificate of deposit. On October 1, 2021, the company disclosed the reply to the inquiry letter of the 2021 semi annual report, saying that at the end of June 2021, the monetary funds of the company, except the deposit used for issuing bank acceptance bills, were restricted funds, and the other letter bank funds were not restricted by pledge, guarantee, etc. However, the announcement on March 14, 2022 showed that from March to April 2021, the company and its subsidiaries had four illegal guarantees, with a total amount of 232.5 million yuan, involving the bank accounts opened by the company and its subsidiaries in Bank of Guangzhou and Henan Lushi rural commercial bank.
Whether the bank accounts of listed companies are subject to capital restrictions due to pledge and guarantee is an important business information of the company. The company shall ensure the authenticity, accuracy and integrity of relevant information disclosure. However, the company's reply to the above inquiry letter is inconsistent with the actual situation, inconsistent with the announcement on March 14, 2022, and the relevant information disclosure is untrue and inaccurate.
In view of the above violation facts and circumstances, according to the relevant provisions of the stock listing rules of the science and innovation board, the Shanghai Stock Exchange made the following disciplinary decisions: publicly condemn Amethystum Storage Technology Co.Ltd(688086) and the actual controller and then chairman Zheng mu, the actual controller and then director Luo Tiewei, the then director and general manager Zhong Guoyu, the then director and then chief financial officer Li Yanxia, and circulate a notice of criticism to the then Secretary of the board of directors Wang Weiyu.
Third, the continuous supervision and recommendation representative's relevant continuous supervision opinions and special verification opinions are untrue and inaccurate
During the continuous supervision period, the company's sponsor representatives Liu nengqing and Qiu Ronghui had the following violations in the performance of their duties: they failed to effectively urge the company to establish and improve internal control, failed to effectively identify and urge the company to disclose the above illegal guarantee matters, and the relevant continuous supervision opinions were inaccurate; The company failed to fully verify the restriction of monetary funds, and the relevant verification opinions were untrue and inaccurate.
The Shanghai Stock Exchange believes that the defense reasons put forward by the relevant responsible person cannot be established, and explains in detail the reasons for rejection:
First, the responsible person proposed that since the listing of the company, it has continuously urged the company and relevant personnel to strictly abide by various internal control systems, and the Shanghai Stock Exchange believes that this reason cannot be established Amethystum Storage Technology Co.Ltd(688086) continuous occurrence of several large amount of illegal guarantees reflects significant defects in the internal control system. Relevant violations of the internal control system continue to occur many times, but the sponsor representative has never pointed out the above problems in the company's internal control.
Second, the responsible person proposed that the illegal guarantee was subjectively and deliberately organized, colluded and bypassed the company's internal control system and letter Phi requirements by the actual controller, and the routine verification means of the sponsor representative failed. The Shanghai Stock Exchange believed that this reason could not be established. In the early inquiry letter, the Shanghai Stock Exchange has clearly asked the recommendation institution to check whether the deposit is limited by funds due to pledge and guarantee, but the recommendation representative failed to pay full attention. When checking the bank account in Guangzhou involving the company's deposit of 220 million yuan, without obtaining the reply of Bank letter, it only took logging in the online banking system and obtaining the bank statement as an alternative verification measure, The relevant verification methods obviously do not match their duty of care, resulting in inaccurate continuous supervision opinions.
Third, the responsible person proposed to check and supervise in time after discovering the illegal guarantee. The Shanghai Stock Exchange believes that this is an ex post remedial measure that should be performed, and does not effectively reduce the adverse impact caused by the illegal behavior, which is not enough to reduce its liability for violation.
In view of the above violation facts and circumstances, according to the relevant provisions of article 14.2.8 of the Listing Rules of shares on the science and innovation board, the Shanghai Stock Exchange made the following disciplinary decision: circulate a notice of criticism to Liu nengqing and Qiu Ronghui, the sponsor representatives of Amethystum Storage Technology Co.Ltd(688086) continuous supervision.
