Reporter Yu Yimo
Recently, investors with*ST Sansheng (300282).**The misrepresentation case ushered in significant progress, and the Beijing Financial Court found that the company should bear the corresponding liability for the losses of investors and the original actual controller should be jointly and severally liable for the illegal guarantee of the pledge of deposit receipts led by the former actual controller of the company. According to the Company Law and other relevant provisions, listed companies and their subsidiaries should perform the corresponding decision-making procedures of the board of directors and shareholders' general meeting of the company in accordance with the regulations, and also need to perform the information disclosure obligations in a timely manner in accordance with the regulations.
Breach of guarantee triggers investor claims
On April 27, 2022, Sansheng Education issued the "Reminder Announcement on the Company's Illegal External Guarantee and the Possible Implementation of Other Risk Warnings for ** Transactions", disclosing that the company recently conducted a self-examination on bank deposits and other conditions, and found that there were affiliated companies or designated companies with bank fixed deposit certificates as the actual controller to provide pledge guarantees, but did not perform the deliberation and decision-making procedures of the company's board of directors and shareholders' general meetings, and the company provided external guarantees in violation of regulations. Therefore, the regulatory decision to order corrective measures was received, and the company's stock price appeared significantly during this period, which led to a lawsuit from shareholders.
At present, the case has been won in the first instance, and investors who meet the requirements of the period from December 23, 2020 to April 27, 2022**, and sold or still hold after April 28, 2022 and lost money, can participate in the claim registration through the "Shareholder Claim Treasure"**.
It has been filed by the Securities Regulatory Commission three times
Combing through past announcements, it is learned that Sansheng Education has been investigated by the CSRC three times for suspected violations of information disclosure laws and regulations, and the first administrative penalty has been issued by the CSRC. According to the administrative penalty decision received by the company at the end of December 2023 for the first time, the facts of the company's violations are: failure to disclose the illegal guarantee matters in a timely manner; There are major omissions and false records in the 2020 annual report and the 2021 semi-annual report.
Although the results of the second and third investigations have not yet been issued, under the new claims rules, injured investors can already sue for claims, except for the above-mentioned successful claim rangeInvestors who meet the requirements before October 9, 2023 (inclusive)**, and sell or still hold after October 10, 2023 and lose money can also register to participate in the claim through the "Shareholder Claim Treasure"**.
There may be a risk of termination of listing
Previously, the company was issued an audit report that could not express an opinion due to the financial report of 2022 Zhongshen Zhonghuan Certified Public Accountants (Special General Partnership) and was put on a delisting risk warning, according to the company's recently released risk warning report, the company said that due to the occupation of funds and illegal guarantees and other matters have not been completely resolved, the company's 2022 financial and accounting report was issued an audit report that could not express an opinion, and the impact of the inability to express an opinion has not been completely eliminated; There is a possibility that the audit report with a qualified opinion, unable to express an opinion or a negative opinion will be issued due to the 2023 financial and accounting report; There is a risk that the company** will be terminated from listing.
At the same time, the company has not signed an audit business agreement with the audit institution, and there is a possibility that the audit report has not been issued within the statutory time limit and the annual report of more than half of the directors has been disclosed to ensure that it is true, accurate and complete, and there is a "GEM ** Listing Rules" 103.10. Item (4)** Risk of Termination of Listing. In addition to the above, the company may also be terminated from listing due to compliance with the relevant rules.
In terms of performance, according to the 2023 performance forecast released by the company, the company expects that the operating income in 2023 will be 2800 million to 3400 million yuan; The net profit attributable to shareholders of the listed company was -70 million yuan to -139 million yuan. Lawyer Liu Peng said that in view of the company's current business status, qualified investors should sue as soon as possible to protect their rights.