In just 25 days, the Shanghai stock exchange quickly “lit the sword” and made a disciplinary decision on Amethystum Storage Technology Co.Ltd(688086) illegal guarantee.
According to the decision on disciplinary action, Amethystum Storage Technology Co.Ltd(688086) and relevant responsible persons have three major violations:
first, the company and relevant responsible persons failed to perform the relevant decision-making procedures and information disclosure obligations, and provided large amount of guarantee in violation of regulations for many times
second, the information disclosure related to the company’s limited funds is inconsistent, and the information disclosure is untrue and inaccurate
third, the relevant continuous supervision opinions and special verification opinions of the sponsor representative are untrue and inaccurate
In this regard, the Shanghai Stock Exchange publicly condemned 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 and the then director and chief financial officer Li Yanxia, and criticized Wang Wei, the then Secretary of the board of directors. At the same time, Liu nengqing and Qiu Ronghui, the representatives of Amethystum Storage Technology Co.Ltd(688086) continuous supervision and recommendation, were criticized in a circular.
At present, Amethystum Storage Technology Co.Ltd(688086) is still under investigation by China Securities Regulatory Commission on suspicion of illegal information disclosure. 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.
three violations exposed
all senior executives collectively receive tickets
It is found that Amethystum Storage Technology Co.Ltd(688086) and relevant responsible persons mainly have three 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. The total amount of the company’s net assets from 2024 to 2019 is RMB 3.33 billion, accounting for 2.52% of the total amount of the company’s net assets from 2024 to 2019; From October 2021 to March 2022, there were 12 transactions, with a total amount of 141 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, both of which accounted for 11.14% of the audited net assets of the listed company in 2019.
Shanghai Stock Exchange found that the company did not perform the corresponding decision-making procedures of the board of directors as required and did not 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, which accounted for 96.37% of the company’s audited net profit in 2020
company announced that the above-mentioned 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 certificates 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 233 million yuan, involving the bank accounts opened by the company and its subsidiaries in Bank of Guangzhou and Henan Lushi rural commercial bank.
Shanghai Stock Exchange said that 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, and the company should ensure that the relevant information disclosure is true, accurate and complete. 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
Third, the relevant continuous supervision opinions and special verification opinions of the sponsor representative are untrue and inaccurate.
According to the disciplinary decision, China Securities Co.Ltd(601066) is the sponsor of Amethystum Storage Technology Co.Ltd(688086) IPO and listing. During the continuous supervision period, the company’s sponsor representatives Liu nengqing and Qiu Ronghui committed irregularities 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 reporter noted that Liu nengqing and Qiu Ronghui put forward their reasons for defense in the objection reply, but the Shanghai Stock Exchange believed that they could not be established and explained in detail the reasons for their 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, the Shanghai Stock Exchange made disciplinary decisions such as public condemnation, circular criticism and so on to the company and relevant responsible persons.
Shanghai Stock Exchange keeps up with the risk of illegal guarantee
urge the company to rectify as soon as possible
Since the self explosion involving illegal guarantee on Amethystum Storage Technology Co.Ltd(688086) 314, it has only been 25 days since the Shanghai stock exchange quickly “lit the sword”, dealt with violations strictly and quickly, held relevant responsible subjects seriously accountable in time, and demonstrated the “zero tolerance” regulatory attitude to the market.
The reporter noted that Amethystum Storage Technology Co.Ltd(688086) since its listing, it has been in the perspective of close supervision. Since April 2021, the Shanghai Stock Exchange has issued inquiry letters and working letters for many times, gradually revealing the multi-layer mysteries such as the surge of prepayments, business model changes, monetary funds and accounts receivable after Amethystum Storage Technology Co.Ltd(688086) listing. In February 2022, the CSRC officially filed an investigation into Amethystum Storage Technology Co.Ltd(688086) case.
Since the filing of the case, the company’s risks have been further exposed, and the supervision has followed closely step by step. After the case was filed, Amethystum Storage Technology Co.Ltd(688086) successively broke out illegal guarantee, capital deduction, investor litigation, share pledge of controlling shareholders, etc., and the risk continued to enlarge. In many regulatory inquiries, the Shanghai stock exchange required to remove or solve the illegal guarantee within a time limit, urge the actual controller to take effective measures to remove the pledge risk, and give priority to raising funds to compensate for the losses caused to the company, so as to protect the safety of the company’s funds and property; Supervise and urge the continuous supervision organization to earnestly perform the continuous supervision responsibility, find out the specific situation of the company’s illegal guarantee as soon as possible, and take necessary measures to protect the interests of listed companies and investors.
according to the reporter, the Shanghai Stock Exchange has actively strengthened communication and coordination with local governments and the securities regulatory bureau. With the joint efforts of many parties, the company has reported to the public security for the deduction of 100 million yuan of its subsidiary Guangzhou Amethyst’s illegal guarantee pledge certificate of deposit. At the same time, the company has successively filed lawsuits on several illegal pledge of guarantee certificates of deposit, sued the invalidity of relevant guarantee contracts and adopted litigation preservation. The controlling shareholders Zichen investment and Zihui investment pledged the remaining 11.58% equity that has not been pledged to Shenzhen Amethystum Storage Technology Co.Ltd(688086) Technology Co., Ltd., a wholly-owned subsidiary of the company, as a guarantee for the actual controller to bear joint and several liabilities to the company
In the past three years since the opening of the science and innovation board, the overall operation of listed companies has been relatively standardized. At the same time, some companies and their controlling shareholders, actual controllers, directors and supervisors have weak awareness of the standardized operation of “key minorities”, and some violations have also occurred. With regard to the violations of the main bodies of science and technology innovation board company and directors and supervisors, the Shanghai Stock Exchange has always adhered to the high-pressure situation of “managing early, managing small, strict and fast”, achieved the goal of “fighting when exposed”, clearly transmitted the regulatory signal of “zero tolerance”, made efforts to prevent the recurrence of market chaos, effectively protected the legitimate rights and interests of investors and maintained the healthy development order of the capital market.
According to statistics, since the opening of the board, the company has made 11 disciplinary actions and 69 regulatory measures.
The Shanghai Stock Exchange said that in the next step, according to the investigation results of the CSRC on Amethystum Storage Technology Co.Ltd(688086) filing a case, it will further deal with other violations of the company as the case may be.
