Guosen Securities is awesome. Reorganizations and mergers and acquisitions occur frequently. 20 19 has publicly apologized 7 times. Some of these mergers and acquisitions involved financial fraud and contract fraud, and were investigated by the CSRC and the Public Security Bureau. The relevant person in charge of the target company has been arrested! Some target companies are suspected of business authenticity and financial fraud by accountants! And some performance promises are 1 billion, which is actually a loss, and the difference is too big! Part of the target performance was not completed, which mainly led to the loss of listed companies for two consecutive years and was warned of the risk of delisting! The M&A and restructuring projects of Guo Xin Securities frequently thunder, and the practice situation is really worrying! According to the situation that Guo Xin Securities has been punished or taken regulatory measures by securities regulatory authorities and exchanges in recent five years, Guo Xin Securities has been punished or taken regulatory measures by the Securities Regulatory Commission because of inaccurate, untrue and false records, and has repeatedly violated the rules. He was punished three times in the last five years and received 26 warning letters and administrative punishments. The CSRC takes punishment or regulatory measures for violations every year. Frequent fines, frequent violations, never failure, should be the first cattle brokerage in China!

1. Guoxin Securities apologized for being questioned about business authenticity and financial fraud, and failing to fulfill its performance commitment for three consecutive years.

Zangge Holdings (000408)20 16 implemented major asset restructuring. According to the reorganization plan, Jinguyuan invested 99.22% equity of Zangge Potash by selling assets, issuing shares to purchase assets and raising matching funds, and the transaction price of 99.22% equity of Zangge Potash was 893,896,438+0 million yuan. 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 promise for three consecutive years, and its performance in 20 18 did not reach 80% of the promised performance. According to the data, the net profit of Tibetan potash fertilizer in 20 18 years is about131700 million yuan. Among them, the net profit attributable to the owner of the parent company is about131700 million yuan, and the net profit attributable to the parent company after deducting non-recurring gains and losses is 20128.7 billion yuan. The annual performance commitment of 20 18 is not completed, and the difference rate is -20.89%. However, on 20 16 and 20 17, the performance commitments were not completed. Guosen Securities, as an independent financial advisor of Zangge Holdings 20 16, apologized to investors on the evening of May 5. Most importantly, the related business and financial data of Zangge Potash 20 18 were questioned by accountants! Suspected of financial fraud!

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

2018 65438+February 25th, Shanghai Cangxiang Trading Co., Ltd. (hereinafter referred to as "Shanghai Cangxiang"), a wholly-owned grandson company of Zangge Holdings, uses the accounts receivable recovered by its customers Shenzhen Wang Yong Hayes Trading Co., Ltd. (hereinafter referred to as "Wang Yong Hayes"), Shenzhen Shenshi Technology Co., Ltd. (hereinafter referred to as "Shenzhen Shenshi Technology Co., Ltd."), suppliers Shenzhen Xingye Fidelity Supply Chain Management Co., Ltd. (hereinafter referred to as "Xingye Fidelity") and Shenzhen Yinying Hongfu Trading Co., Ltd. Ltd. (hereinafter referred to as "Yin Ying Hongfu"), Shenzhen Langxin Tianxia Metal Supply Chain Management Co., Ltd. (hereinafter referred to as "Langxin Tianxia") and the returned advance payment totaled 65,438+0,800,000,000 yuan, which were used to purchase 65,430 shares of Minmetals Securities Tengshi 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 by the asset management plan are the income rights of several accounts receivable factoring contracts of Shenzhen Mei Qing Yonghui Commercial Factoring Co., Ltd. (hereinafter referred to as "Mei Qing Yonghui") and Shenzhen Zhuo Yi Changlong Commercial Factoring Co., Ltd. (hereinafter referred to as "Zhuo Yi Changlong"), and the factoring agents of the accounts receivable factoring contracts are Wang Yong Hayes, a customer of Shanghai Cangxiang, Shenzhen Tongke 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 Yao Bo Trading Co., Ltd. (hereinafter referred to as "Shanghai Yao Bo") and the corresponding suppliers of Shenzhen WorldCom trading business are mainly Xingye Fidelity, Yin Ying Hongfu, Langxin Tianxia and Shenzhen Xingguo Changda Trading Co., Ltd. (hereinafter referred to as "Xingguo Changda"). In 20 18, the bulk trade income of Shanghai Tibetan Elephant and Shanghai Yao Bo was 512,237,300 yuan, and the net profit of bulk trade was 37,49410,000 yuan, accounting for 28.86% of the net profit of Zangge Holdings at the merger level. The amount of trade accounts receivable151687,800 yuan, prepayments/392,982,200 yuan and other current assets1394,362,300 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 inspected and analyzed the trading business, made letters and interviews with major trading customers, inspected the bank flow of the controlling shareholder and its related parties, and audited the trading customers AEON Hayes and Shenshi Tongke, suppliers Xingye Fidelity, Yin Ying Hongfu, Langxin Tianxia and Xingguo Changda, but still failed to obtain sufficient and appropriate audit evidence to judge:

(1) The commercial essence of the trade income between Shanghai Tibetan Elephant and Shanghai Yaobo Dongzong, and the occurrence, accuracy and completeness of related transactions;

(2) Whether Zangge Holdings has related relationships with customers and suppliers of Shanghai Zangxiang and Shanghai Yao Bo, and whether the disclosure of related transactions of Zangge Holdings is accurate and complete.

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

Guosen Securities said, "In view of the unqualified audit report issued by the accountant for the bulk trading business of Zangge Potash Subsidiary Shanghai Zangxiang and Shanghai Yao Bo, the accountant can't confirm that the 20 18 Special Description on Zangge Holdings' Earnings Forecast was compiled in accordance with the Administrative Measures for Major Asset Restructuring of Listed Companies in all major aspects. This independent financial adviser cannot determine the net profit of Zangge Potash in 20 18 after deducting the non-recurring gains and losses involved in this major asset restructuring, and cannot determine whether the performance commitment in 20 18 has been completed. Based on the "Special Description on the Realization of Profit Forecast" issued by Zangge Holdings on April 29th, 2065438+2009, our independent financial consultants and organizers deeply regret this and sincerely apologize to investors.

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

With the approval of China Securities Regulatory Commission, Ningbo Dongli issued shares to 65,438+02 counterparties such as Fuyucang and paid cash to purchase 65,438+000% equity of Shenzhen Nianfu Supply Chain Co., Ltd. (hereinafter referred to as Nianfu Supply Chain).

20 18 Li Wenguo, the former director of Ningbo Dongli and the legal representative of Nianfu Supply Chain, and Yang Zhanwu, the former director of Ningbo Dongli and the 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, and their finances were untrue, so as to achieve the purpose of defrauding the company's shares and cash consideration. They were suspected of contract fraud, illegal disclosure and non-disclosure of important information, and were taken compulsory measures by the public security organs. 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 20 18, the net profit of supply chain in non-rich countries was-1726 million yuan. On August 24th, 20 18039, Ningbo Dongli received the Notice of Investigation issued by China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission), and Ningbo Dongli was placed on file for investigation by China Securities Regulatory Commission for alleged violation of information disclosure.

After the court ruled, Nianfu Supply Chain has entered the bankruptcy liquidation procedure, losing its sustainable profitability, and the total compensation payable by the responsible person is 210.60 billion yuan.

In this regard, Guosen Securities Co., Ltd. said that because 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 Yifutuo Technology Co., Ltd. applied for bankruptcy liquidation of Nianfu Supply Chain and appointed Shenzhen Jacky Clearing Affairs Co., Ltd. as the manager of Nianfu Supply Chain. The day-to-day operation activities and sustainable operation ability of Nianfu supply chain have been greatly affected, and it has not been included in the merger scope of listed companies since it was handed over to the manager. In 20 18, the actual performance and net profit of Nianfu supply chain dropped sharply, and the performance promise was not fulfilled. Our independent financial advisors and sponsors deeply regret this and sincerely apologize to investors.

Three. Baihua Village M&A aims to achieve 69.42% of the promised net profit in three years, and is warned of the risk of delisting.

As the audited net profit of 20 17 and 20 18 is negative for two consecutive fiscal years, the starting date of the delisting risk warning of Xinjiang Baihuacun Co., Ltd. (stock code: 60072 1) is April 30th, 20 19.

2065438+Approved by China Securities Regulatory Commission on July 26th, 2006, Xinjiang Baihuacun Co., Ltd. gave an official reply (Xinjiang Baihuacun Co., Ltd. purchased the equity of Nanjing Huawei Pharmaceutical Technology Development Co., Ltd. 100% 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 654.38+09.45 million yuan. 20 18 actually realized1060,000 yuan, and the ratio of realized number to performance commitment number was 72%. The total actual net profit in 20 16, 20 17 and 20 18 is 69.42% of the total net profit promised in three years.

Four. The target commitment of distant information acquisition is 65.438+0.9 billion yuan, and the performance is-0.65438+0.4 billion yuan.

With the approval of China Securities Regulatory Commission, Hangzhou Fiona Fang Optoelectronic Information Co., Ltd. (hereinafter referred to as "Fiona Fang Information" or "listed company") purchased Zhejiang Weir Technology Co., Ltd. (201610/month later, it was renamed as Zhejiang Weir Technology Co., Ltd., hereinafter referred to as "Weir Technology" or. Committed profits: 68 million yuan in 20 16 years, 80 million yuan in 20 17 years and 95 million yuan in 20 18 years.

After deducting the expenses that are not included in the evaluation scope as agreed in the agreement, the audited net profit attributable to shareholders of the parent company or the net profit attributable to the parent company in 2014,459,600 yuan is lower than the promised amount109,459,600 yuan, and the estimated profit for this year is-15.22 yuan.

Guosen Securities said: We deeply regret that Weir Technology, the target company purchased in this transaction, failed to achieve its 20 18 annual performance promise, and sincerely apologize to investors.

Verb (abbreviation of verb) The promised profit of the acquisition target of Chuling Information is 75 million yuan, and the completed profit is 65.438+0.3 billion yuan.

With the approval of China Securities Regulatory Commission, Hangzhou Chuling Information Technology Co., Ltd. purchased 0/00% equity of Beijing Stark Technology Co., Ltd./KLOC by issuing shares and paying cash to purchase assets. According to the special audit report issued by Zhonghui Certified Public Accountants (special general partnership), the audited net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses in 20 18 is 13057400 yuan, which is lower than the promised 7480000 yuan in 20 18 and 2065438+ years.

Guosen Securities said: We deeply regret that Beijing Shidake, the target company purchased in this transaction, failed to achieve its 20 18 annual performance commitment, and sincerely apologize to investors. This independent financial advisor and sponsor institution will continue to strictly follow the relevant regulations and procedures to supervise listed companies and related parties to fulfill the relevant commitments on performance compensation in this transaction and protect the interests of small and medium investors.

The promised amount of the intransitive verb Hengfeng tool acquisition target is 23 million yuan, and the profit is 654.38+02.55 million yuan.

According to the evaluation results, after full negotiation by all parties to the transaction, Hengfeng Tools Co., Ltd. acquired 0/00% equity of Shangyou Tools by issuing shares and paying cash, and the overall value was determined to be193.8 million yuan. If this transaction is completed in 20 16 years, the performance commitment of the counterparty to the target company during the profit compensation period is 2016145,000 yuan, 2017185,000 yuan and 201823,000 yuan. . If the transaction is not completed in 20 16, the net profit promised in 20 19 is 26.25 million yuan.

Zhejiang Shangyou Tools Co., Ltd. 2012,61/kloc-0,335.05 Yuan audited net profit attributable to shareholders of parent company or net profit attributable to shareholders of parent company after deducting non-recurring gains and losses12,552,567.73 Yuan, which is lower?

Guosen Securities said: We deeply regret that Shang You Tools, the target company purchased in this transaction, failed to meet the performance promise of 20 18, and sincerely apologize to investors. This independent financial advisor and sponsor institution will continue to strictly follow the relevant regulations and procedures to supervise listed companies and related parties to fulfill the relevant commitments on performance compensation in this transaction and protect the interests of small and medium investors.

7. The completion rate of Hanbang Hi-Tech's acquisition target commitment was 7 1.8%, and Guosen Securities apologized.

In 20 17, Hi-Tech Digital Technology Co., Ltd. (stock code: 300449) issued12,2/kloc-0,868 shares, and paid cash/kloc-0,582.5438+to,, Wu and Jiang Wenfeng. The profit compensation obligor promises that the non-net profit of the target company in 20 16, 20 17, 20 18 and 20 19 (hereinafter referred to as "the promised net profit") shall not be less than 4 1 10,000 yuan, 53.3 million yuan and 60.3 million yuan respectively.

In 20 18, Jinshan company realized a net profit of only 49,758,500 yuan after non-deduction, and the commitment completion rate was only 7 1.8 1%.

Guosen Securities said: We deeply regret that Jinshan Software, the target company purchased in this transaction, failed to achieve its 20 18 annual performance commitment, and sincerely apologize to investors. This independent financial advisor and sponsor institution will continue to strictly follow the relevant regulations and procedures to supervise listed companies and related parties to fulfill the relevant commitments on performance compensation in this transaction and protect the interests of small and medium investors.

This article comes from investment banking information.

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