The most cattle broker! Mergers and acquisitions frequently stepped on Lei Guoxin Securities and even publicly apologized for 7 times!

Guosen Securities is awesome. Reorganization and mergers and acquisitions frequently occur. In 219, it has publicly apologized for seven times. Some of these mergers and acquisitions involved financial fraud and contract fraud cases, which were investigated by the CSRC and the Public Security Bureau, and the relevant responsible persons of the target company have been arrested! Some target companies are suspected by accountants of business authenticity and financial fraud! And some performance promises are more than 1 million, but in fact they are losing money. The difference is too big! Some of the target performance was not completed, which mainly led to the loss of listed companies for two consecutive years and was warned of delisting risk! Guoxin Securities' M&A and restructuring projects frequently hit the thunder, and the practice situation is really worrying! According to the situation that Guoxin Securities has been punished or taken regulatory measures by securities regulatory authorities and exchanges in recent five years, Guoxin Securities has been punished or taken regulatory measures by the CSRC for various illegal acts, such as inaccurate, untrue and false records, and has repeatedly violated the rules. In the last five years, it has been punished three times, received 26 warning letters and administrative penalties, and been punished or taken regulatory measures by the CSRC for more than five times a year. Frequent fines, frequent violations, and never fail, should be the first cattle brokerage in China!

1. Guosen Securities apologizes for being questioned about business authenticity and financial fraud, and its performance commitment has not been fulfilled for three consecutive years.

Zangge Holdings (48) implemented a major asset restructuring in 216. According to the restructuring plan, Jinguyuan placed 99.22% equity in Zangge Potash by selling assets, issuing shares to purchase assets and raising matching funds, and the transaction price of 99.22% equity in Zangge Potash was 89.22%. After the transaction is completed, Zangge Potash will be listed on the backdoor, Zangge Investment will become the controlling shareholder of the listed company, and the natural person Yongming will become the actual controller of the company.

after the acquisition, Zangge Potash failed to fulfill its performance commitment for three consecutive years, and its performance in 218 did not reach 8% of the promised performance. The data shows that Zangge Potash achieved a net profit of about 1.317 billion yuan in 218. Among them, the net profit attributable to the owner of the parent company was about 1.317 billion yuan, and the net profit attributable to the parent company after deducting non-recurring gains and losses in 218 was about 1.287 billion yuan, and the performance commitment for 218 was not completed, with a difference rate of-2.89%. In 216 and 217, the performance commitments were not completed. Guosen Securities, as an independent financial advisor of Zangge Holdings in 216, sold major assets and issued shares to purchase assets and raised matching funds and related transactions, apologized to investors on the evening of May 5. Most importantly, the related business and financial data of Zangge Potash in 218 were also questioned by accountants! Suspected of financial fraud!

Let's take a look at the main contents of the qualified opinions in the audit report:

December 25, 218, Shanghai Cangxiang Trading Co., Ltd. (hereinafter referred to as "Shanghai Cangxiang"), a wholly-owned grandson company of Zangge Holdings, uses its customers Shenzhen Yongwang Sihai Trading Co., Ltd. (hereinafter referred to as "Yongwang Sihai"), Shenzhen Shenzhen Shenzhen Vision Technology Co., Ltd. (hereinafter referred to as "Shenzhen Vision Technology Co., Ltd."), supplier Shenzhen Xingye Fidelity Supply Chain Management Co., Ltd. (hereinafter referred to as "Xingye Fidelity"), Accounts receivable recovered and prepaid returned by Shenzhen Yin Ying Hongfu Trading Co., Ltd. (hereinafter referred to as "Yin Ying Hongfu") and Shenzhen Langxin Tianxia Metal Supply Chain Management Co., Ltd. (hereinafter referred to as "Langxin Tianxia") totaled RMB 1,8,,. Yuan, which was used to purchase the income right of Tengshi No.1 directional asset management plan held by Shenzhen Jin Rui Huaan Commercial Factoring Co., Ltd. (hereinafter referred to as "Jin Rui Huaan"); According to the information obtained, the products invested in this asset management plan are the income rights of a number of accounts receivable factoring contracts of Shenzhen Qingmei Yonghui Commercial Factoring Co., Ltd. (hereinafter referred to as "Qingmei Yonghui") and Shenzhen Zhuoyi Changlong Commercial Factoring Co., Ltd. (hereinafter referred to as "Zhuoyi Changlong"), and the factorees of this accounts receivable factoring contract are Yongwang Sihai, a customer of Shanghai Cangxiang, Shenzhen Shitongke and Xingye Fidelity, a supplier of Shanghai Cangxiang; The transaction of purchasing the income right of the asset management plan has not been approved by the decision-making procedures of the company's board of directors and shareholders' meeting.

The customers of Shanghai Cangxiang and Shanghai Yaobo Trading Co., Ltd. (hereinafter referred to as "Shanghai Yaobo") and the suppliers corresponding to the trade business of Shenzhen Shitongke are mainly Xingye Fidelity, Yin Ying Hongfu, Langxin Tianxia and Shenzhen Xingguo Changda Trading Co., Ltd. (hereinafter referred to as "Xingguo Changda"). The revenue of Shanghai Cangxiang and Shanghai Yaobo in 218 was 512,237,3 yuan according to the net method, and the net profit from the bulk trading business was 374,946,1 yuan, accounting for 28.86% of the net profit at the merger level of Zangge Holdings. The amount of receivables due to trade business is 151,687,8 yuan, the amount of prepayments is 392,982,2 yuan, and the amount of other current assets is 1,394,362,3 yuan, accounting for 19.98% of the total assets at the merger level of Zangge Holdings.

In view of the above business, the accountant mainly carried out the inspection and analysis of trade business, conducted letters and interviews with major trading customers, and checked the bank flow of the controlling shareholder and its related parties of the company, as well as the audit procedures of trading customers AEON Sihai, Shenzhen Vision, suppliers Xingye Fidelity, Yin Ying Hongfu, Langxin Tianxia and Xingguo Changda, but still failed to obtain sufficient and appropriate audit evidence to judge:

(1)

(2) Whether Zangge Holdings has related party relations with customers and suppliers of Shanghai Zangxiang and Shanghai Yaobo Dazong trade, and whether the disclosure of related party transactions of Zangge Holdings is accurate and complete.

(3) the possible impact of the above business on financial statements.

Guoxin Securities said, "In view of the fact that Zangge Holdings was issued with a qualified audit report due to the bulk trading business of Zangge Potash Company's subsidiary Shanghai Zangxiang and Shanghai Yaobo, the accountant could not confirm that the Special Statement on the Realization of Profit Forecast of Zangge Holdings in 218 was compiled in all major aspects in accordance with the Administrative Measures for Major Asset Restructuring of Listed Companies, and this independent financial consultant could not determine the net profit of Zangge Potash Company in 218 after deducting non-recurring gains and losses. Based on the "Special Explanation on the Realization of Profit Forecast" issued by Zangge Holdings on April 29, 219, this independent financial consultant and organizer deeply regret and sincerely apologize to the investors.

2. Ningbo Dongli's M&A is suspected of financial fraud and contract fraud, which was investigated by the public security bureau and the CSRC.

With the approval of the China Securities Regulatory Commission, Ningbo Dongli issued shares to 12 counterparties, including Fuyu Warehouse, and paid cash to purchase 1% equity of Shenzhen Nianfu Supply Chain Co., Ltd. (hereinafter referred to as Nianfu Supply Chain).

In 218, Li Wenguo, former director of Ningbo Dongli and legal representative of Nianfu Supply Chain, and Yang Zhanwu, former director of Ningbo Dongli and president of Nianfu Supply Chain, were suspected of concealing the actual operation of Nianfu Supply Chain in the process of signing and fulfilling the asset purchase agreement and performance compensation agreement with the company, so as to obtain the purpose of defrauding the company's shares and cash consideration. On August 6, 218, they were taken compulsory measures by the public security organs on suspicion of contract fraud, illegal disclosure and non-disclosure of important information. The case of contract fraud has been put on file for investigation by Ningbo Public Security Bureau, and there is no final trial result yet. In 218, the non-net profit of Nianfu Supply Chain was-1.726 billion yuan. On August 24th, 218, Ningbo Dongli received the Notice of Investigation issued by China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission) (No.:Yongzheng Investigation Zi No.21839), and Ningbo Dongli was placed on file for investigation by China Securities Regulatory Commission on suspicion of illegal information disclosure.

Nianfu Supply Chain entered the bankruptcy liquidation procedure after the court ruled that it lost its sustainable profitability, and the total amount of compensation payable by the responsible person was 2,16,, yuan

In this regard, Guosen Securities Company stated that Li Wenguo, the legal representative of Nianfu Supply Chain, was arrested by Ningbo People's Procuratorate on suspicion of contract fraud, illegal disclosure and non-disclosure of important information. The court ruled that Huizhou Efutuo Technology Co., Ltd. accepted the application for bankruptcy liquidation of Nianfu Supply Chain, and appointed Shenzhen Zhengyuan Clearing Affairs Co., Ltd. as the manager of Nianfu Supply Chain. The daily operation activities and sustainable operation ability of Nianfu Supply Chain were greatly affected, and it was no longer included in the merger scope of listed companies after being handed over to the manager. The actual performance and net profit of Nianfu Supply Chain in 218 dropped significantly, and the performance promise was not fulfilled. Our independent financial advisor and sponsors deeply regret and sincerely apologize to the investors.

3. Baihuacun M&A target completed 69.42% of the promised net profit in three years, and was warned of delisting risk

Since the audited net profit in 217 and 218 was negative for two consecutive fiscal years, the starting date for Xinjiang Baihuacun Co., Ltd. (stock code: 6721) to implement delisting risk warning was April 3, 219.

on July 26th, 216, with the approval of China Securities Regulatory Commission, Xinjiang Baihuacun Co., Ltd. replied (Xinjiang Baihuacun Co., Ltd. purchased 1% equity of Nanjing Huawei Pharmaceutical Technology Development Co., Ltd. by issuing shares and paying RMB 456,365,673 in cash. The parties to the transaction confirmed that the transaction price of the placed assets was 1,945,, yuan. In 218, the actual achievement was 16 million yuan, and the ratio of the number of achievements to the number of performance commitments was 72%. The total actual net profit in 216, 217 and 218 accounted for 69.42% of the total net profit promised in the three-year total performance.

IV. The target of the acquisition of Yuanfang Information was 19 million yuan, and the achievement was-14 million yuan

With the approval of China Securities Regulatory Commission, Hangzhou Yuanfang Optoelectronic Information Co., Ltd. (hereinafter referred to as "Yuanfang Information" or "listed company") purchased Zhejiang Weier Technology Co., Ltd. by issuing shares and paying cash in 216 (it was renamed as Zhejiang Weier Technology Co., Ltd. in November 216, hereinafter. Committed profit: 68 million yuan in 216, 8 million yuan in 217 and 95 million yuan in 218.

after deducting expenses that are not included in the assessment scope as agreed in the agreement, the audited net profit attributable to shareholders of the parent company in 218 and the net profit attributable to the parent company after deducting non-recurring gains and losses, which is lower, is-14,459,6 yuan, which is lower than the promised amount of 19,459,6 yuan, completing-15.22% of the forecast profit for this year, and the counterparty's performance promise on Weir Technology in 218 has not been fulfilled.

Guosen Securities said: We deeply regret that the target company Weier Technology purchased in this transaction failed to achieve its 218 annual performance promise, and sincerely apologize to the investors.

V. The promised profit of Chuling Information acquisition target is 75 million yuan, and the completed profit is 13 million yuan

With the approval of China Securities Regulatory Commission, Hangzhou Chuling Information Technology Co., Ltd. purchased 1% equity of Beijing Shidake Technology Co., Ltd. by issuing shares and paying cash to purchase assets. According to the special audit report issued by Zhonghui Certified Public Accountants (special general partnership), in 218, the audited net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses was 13,57,4 yuan, which was lower than the 74,8, yuan promised in 218, and the performance promise of Beijing Shidake in 218 was not realized.

Guoxin Securities said: We deeply regret that the target company Beijing Startech purchased in this transaction failed to achieve its 218 annual performance promise, and sincerely apologize to investors. The independent financial advisor and the sponsor will continue to supervise the listed companies and related parties to fulfill the relevant commitments on performance compensation in this transaction in strict accordance with relevant regulations and procedures, and protect the interests of small and medium investors.

VI. The promised amount of acquisition target of Hengfeng Tools is 23 million yuan, and the realized profit is 12.55 million yuan

According to the evaluation results and after full negotiation by all parties to the transaction, Hengfeng Tools Co., Ltd. acquired 1% equity of Shangyou Tools by issuing shares and paying cash, and the overall value was determined to be 193.8 million yuan. If this transaction is completed in 216, the performance commitment of the counterparty to the target company during the profit compensation period will be 14.5 million yuan in 216, 18.5 million yuan in 217 and 23 million yuan in 218. . If the transaction is not completed in 216, the net profit promised in 219 is 26.25 million yuan.

the audited net profit attributable to shareholders of the parent company of Zhejiang Shangyou Tool Co., Ltd. in 218 is 12,611,335.5 yuan, and the net profit attributable to shareholders of the parent company is 12,552,567.73 yuan after deducting non-recurring gains and losses, which is lower, 12,552,567.73 yuan, which is lower than the promised amount of 23 million yuan, and Shangyou is superior.

Guoxin Securities said: We deeply regret that Shangyou Tool, the target company purchased in this transaction, failed to achieve its 218 annual performance promise, and sincerely apologize to the investors. The independent financial advisor and the sponsor will continue to supervise the listed companies and related parties to fulfill the relevant commitments on performance compensation in this transaction in strict accordance with relevant regulations and procedures, and protect the interests of small and medium investors.

VII. The completion rate of the promised performance of the acquisition target of Hanbang Hi-Tech is 71.8%, and Guoxin Securities apologizes

Beijing Hanbang Hi-Tech Digital Technology Co., Ltd. (stock code: 3449) issued 12,21,868 shares to Li Chaoyang, Jianghe, Wu Zhenjie and Jiang Wenfeng in 217 and paid 1,582.1 in cash. The profit compensation obligor promises that the non-net profit deducted by the target company in 216, 217, 218 and 219 (hereinafter referred to as "promised net profit") shall be no less than 41 million yuan, 53.3 million yuan, 69.29 million yuan and 83.15 million yuan respectively.

in 218, Kingsoft's net profit after deduction was only.