Amethystum Storage Technology Co.Ltd(688086) ( Amethystum Storage Technology Co.Ltd(688086) . SH) and relevant responsible persons were disciplined for violation of large amount guarantee.
On April 9, Amethystum Storage Technology Co.Ltd(688086) disclosure announced that the company and five relevant responsible persons were subject to disciplinary sanctions, Li Xiaowei, then deputy general manager and Secretary of the board of directors, was given a supervision warning, and two representatives of continuous supervision and recommendation involved were criticized in a circular, because the company provided large amount of guarantee in violation of regulations for many times, and the information disclosure was untrue and inaccurate.
Amethystum Storage Technology Co.Ltd(688086) recently revealed 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, failed to fulfill relevant decision-making procedures and information disclosure obligations, and had limited funds, and the relevant information disclosure was inconsistent.
In addition, in February not long ago, Amethystum Storage Technology Co.Ltd(688086) was suspected of illegal information disclosure and was filed for investigation by the CSRC.
The relevant person in charge of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") said that this disciplinary decision is aimed at the facts of violations verified by Amethystum Storage Technology Co.Ltd(688086) to strictly implement the "zero tolerance" requirement, timely light the sword, and effectively maintain the health, stability and good ecology of the capital market. The Shanghai Stock Exchange will simultaneously strengthen the supervision and coordination with relevant departments of the CSRC 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.
listed companies and relevant responsible persons were punished
According to the announcement disclosed by Amethystum Storage Technology Co.Ltd(688086) on March 14, the company and its subsidiaries provided a total of 16 illegal guarantees for 14 third parties.
Specifically, from March to April 2021, there were four transactions, with a total amount of 232.5 million yuan, accounting for 25.89% of the audited net assets of Amethystum Storage Technology Co.Ltd(688086) 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 audited net assets of Amethystum Storage Technology Co.Ltd(688086) 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, both of which accounted for 11.14% of the audited net assets of the listed company in 2019.
However, for the above external guarantee matters, Amethystum Storage Technology Co.Ltd(688086) did not perform the corresponding decision-making procedures of the board of directors as required, nor disclosed them in time, and did not perform the obligation of information disclosure until March 14, 2022. Among them, the 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 the company 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, which accounted for 96.37% of the company's audited net profit in 2020.
On August 28, 2021, Amethystum Storage Technology Co.Ltd(688086) disclosed the semi annual report of 2021, which did not mention the pledge and guarantee of certificates of deposit mentioned above. On October 1, 2021, Amethystum Storage Technology Co.Ltd(688086) disclosed the reply to the inquiry letter of the 2021 semi annual report, announcing that the monetary funds of the company at the end of June 2021 were limited funds except for the deposit used for issuing bank acceptance bills, and the other correspondence bank funds were not limited by pledge, guarantee, etc.
The Shanghai Stock Exchange believes that whether the bank accounts of listed companies are subject to capital restrictions due to pledge and guarantee is important business information of listed companies, and listed companies should ensure the authenticity, accuracy and integrity of relevant information disclosure. However, the reply of Amethystum Storage Technology Co.Ltd(688086) 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 a disciplinary decision: 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 Wei.
In addition, considering that the illegal guarantee was arranged by Zheng mu, the Shanghai Stock Exchange did not perform the deliberation procedures of the board of directors, nor informed Li Xiaowei that Li Xiaowei found some difficulties in the illegal guarantee matters in time within his scope of responsibility, and he was only responsible for some illegal acts of the company during his term of office, and there were no illegal guarantee matters that met the deliberation standards of the general meeting of shareholders during his term of office, which can be considered as appropriate. Therefore, Li Xiaowei was given a regulatory warning.
On April 2, Amethystum Storage Technology Co.Ltd(688086) disclosed that Li Xiaowei applied for resignation from the position of deputy general manager and Secretary of the board of directors of the company for personal reasons, but continued to serve as assistant to the chairman of the company.
two security representatives involved were criticized
Amethystum Storage Technology Co.Ltd(688086) 's continuous supervision and recommendation representatives Liu nengqing and Qiu Ronghui were also criticized in a circular.
Amethystum Storage Technology Co.Ltd(688086) was listed on February 26, 2020. China Securities Co.Ltd(601066) securities is the sponsor of the company's initial public offering and listing, and the sponsor representatives are Liu nengqing and Qiu Ronghui, which will continue to be under continuous supervision.
The Shanghai Stock Exchange believes that during the continuous supervision period, Liu nengqing and Qiu Ronghui failed to effectively urge Amethystum Storage Technology Co.Ltd(688086) to establish and improve internal control, failed to effectively identify and urge Amethystum Storage Technology Co.Ltd(688086) to disclose the above illegal guarantee matters, and the relevant continuous supervision opinions are inaccurate; Failed to fully verify the restriction of Amethystum Storage Technology Co.Ltd(688086) monetary funds, and the relevant verification opinions are 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 person in charge proposed that since Amethystum Storage Technology Co.Ltd(688086) listing, 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.
According to the Shanghai Stock Exchange, in the early inquiry letter, the recommendation institution has been explicitly required to check whether the deposit is subject to capital restriction due to pledge and guarantee, but the recommendation representative failed to pay full attention. When checking the Guangzhou bank account involving the company's deposit of 220 million yuan, without obtaining the bank letter of confirmation, the recommendation representative 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.
