Regarding the tracking of 000612 Jiaozuo Wanfang, there was originally a "Ten Questions about the Jiaozuo Wanfang Acquisition Case", and the relevant departments and companies still gave a certain answer. More than half a year has passed, and after careful consideration, there are some new questions, and I hope that the company and relevant departments can continue to answer them.

The entire acquisition plan of Jiaozuo Wanfang can be roughly explained as follows:

1. A listed company (000612) acquired all the assets of a company (known as Chick Company) for 1.7 billion in cash; 2. The parent company of the chicken company (known as the hen company) then uses the cash to purchase the shares in the hands of some shareholders of the company; 3. The hen company mortgages these shares to the listed company as a guarantee to ensure the future profit performance commitment of the chicken company.

This explanation is estimated to be agreed by the company, and we will carefully consider this plan below:

Whether the hen company needs to write the cash obtained from the sale of the chick company to acquire the shares of some shareholders of the company into the plan. Because this has no direct relationship with 000612, to put it bluntly, it is only the transfer of shares by some shareholders of the company, and the transfer price has nothing to do with the 000612. What 000612 need to be concerned about is the value of the so-called collateral. But the reality is that the hen company bought some of the shareholders' shares at a high premium (30% above the market price) and then pledged these shares to 000612 at a high premium.

-------- there is a very strange logic to this: since it is written into the plan, why should 000612 agree with the price of these high-priced acquired shares? And then it can be mortgaged at a price of 1.7 billion? According to this logic: is it okay for the hen company to buy an antique vase with the 1.7 billion to mortgage it to a listed company? Listed companies also agree?

In the 000612 investor interaction, 000612 mentioned this question once, believing that the equity transaction between the hen company and some shareholders, no matter what the transaction price, is unlikely to harm the interests of other shareholders. But through the above analysis, we can see that this high premium transaction price 000612 agreed, otherwise how could it be used as a mortgage of 1.7 billion! In other words, the listed company 000612 directly contributed to a transaction that allowed some shareholders to sell their shares at a high price! No matter what price the hen company buys 000612 shares, you can mortgage the 000612 at the purchase price! And this is clearly to the detriment of other shareholders!

(Why can't I buy some people's 000612 shares at a price of 1,000 yuan per share and mortgage them to 000612?000612 Why don't you buy a vase from me for 100 million, I guarantee that the vase is worth 100 million, and then I buy a share of 000612 100 million and then mortgage it to 000612, on the surface I don't get any benefits!) 000612 didn't lose anything? )

About Performance and Profit Guarantees:

The hen company sold the chick company to 000612, and then assured that the chick company could make 1.7 billion in the next 4 years. And 1.7 billion shares (shares above market price) were pledged.

Regarding these so-called performance promises, guarantees, etc., I have never understood who invented them so talented. It's actually written in the regulations of the relevant exchange, laughing to death.

In a transaction, there are three entities: the buyer (000612), the seller (hen company), and the subject of the transaction (chick company). Who will guarantee the future profits of Chick Company logically?

The chick company was sold to 000612, what does it have to do with the hen company? Can a hen company still meddle in the business? How can a hen company guarantee its profits, a company that it has no right to operate?

It's ridiculous like someone selling a hen to someone else, and assuring them that the hen will lay as many eggs no matter how much it raises.

And what legal category does the so-called performance commitments and guarantees behind these major asset changes belong to? Is there a mandatory guarantee? Is there a default sanction? Or is it just a nice-to-have, observable-and-non-observable joke?

(After I sent the relevant information to the Shenzhen Stock Exchange, the Shenzhen Stock Exchange issued a listed company that promised to be open online, and everyone supervised it.) I don't know if it's because of the above reasons, there has been progress, although it's still ridiculous. ）

1.7 billion to acquire the chicken company, the original plan was to raise 1.7 billion by issuing new shares, and later the original plan could not be negotiated and changed to cash purchase. Although they are all 1.7 billion transactions, the first option requires regulatory review, and the second does not. Personally, I believe that in fact, the issuance of new shares or the acquisition of assets by listed companies do not require the review of the regulator, but the transactions of listed companies that will lead to the change of the largest shareholder and the change of the actual controller must be reviewed. The relevant provisions of the 000612 plan will lead to this result, such as the original largest shareholder does not increase its holdings, and the hen company increases its holdings.

Then there is the question of the Shanghai Securities News, the first article of the Shanghai Securities News is to question the error of the valuation method of the acquired company and the lack of relevant minerals in the acquired assets, and the company did not reply in time and did not suspend trading, etc., resulting in the stock price falling to the limit during trading hours. Subsequently, the company replied: the relevant experts explained the assessment methodology; Minerals do not need to be recorded, because the acquisition is of an exploration company, not a direct acquisition of minerals. The Shanghai Securities News later issued an article questioning the company's wordplay again, because most of the appraised prices of the acquired companies were mineral prices. Typical selling dog meat on the head of a sheep, and this 000612 has not been replied to, and no one cares anyway.

000612's acquisition case can be said to be boiling, and the shell company with a registered capital of 10 million yuan was finally sold at a price of 1.7 billion. All parties in the market questioned it, the company continued to issue various announcements to explain, and the relevant third-party institutions in the transaction also continued to issue rebuttals. It is unequivocal to say that the regulator of our stock market is a bureaucratic body, and jokes like "whether the people believe it or not, the leaders believe it anyway" are endless. For example, if I send these doubts to the China Securities Regulatory Commission and the Shenzhen Stock Exchange, they will transfer this information to the listed company, ask the listed company to explain, and then transfer the explanation of the listed company to me. If you ask again, A: Hasn't the listing been explained, this question is a duplicate problem, etc. Investors want to protect their own interests, most of the time it is the same as petitioning.

For example, there is a listed company --- China Railway Construction, right? The hospitality expenses in the first year were more than 800 million, and the second year was 0, who believes it? Regulatory letter, leadership letter.

For example, Hangxiao Steel Structural received tens of billions of overseas orders, and the result was almost ST. The result is an information disclosure violation, that is to say, after the regulatory intervention found that there are still tens of billions of large orders, that is, the news has leaked.

For example 000612 there was an announcement that the shares of major shareholders could not be pledged because they had already been used as collateral. Don't know what that means? Could it be that the majority shareholder of 000612 asked the company if his shares could be pledged?

At this stage, Chinese shareholders do not pay much attention to their own fundamental interests, mainly referring to the fact that they will not care about listed companies, and they are focused on the secondary market, especially in the current rising market, and they really care about the company and want to understand the company. As long as the stock price rises, everything is not a problem, if you talk about the company's problems, that problem, many people will be anxious with you, and they will think seriously about it. Listed companies are the cornerstone of the stock market, and if listed companies can do whatever they want, what future does this market have? There is a threshold in any market, and in essence, this threshold is risk! The stock market is actually a high-risk market, which is destined to eliminate many people, and this can never be changed. I don't think investors who don't care about listed companies and the legal environment will stay.

There is no doubt that this question will not let the regulator take action and what the result will be if the previous question is the same, and the 000612 who played additional issuance last year and played transformation and acquisition last year will still carry out the so-called 4-year 1.7 billion commitment to continue to mortgage assets and borrow debts, issue bills for financing and do not hesitate to play as an empty shell for "international business", and no one will care if there is a company of 1.7 billion or not in the end after 4 years. If the market is good and the stock price performs well, there will be many people who will be happy...

I have been trading stocks for many years, but I am not an expert professor, and the above is just a normal shareholder thinking according to normal logic. To be honest, I can't hide my disappointment.

China's stock market is in its infancy, and the understanding of the stock market may not be so mature (including myself), but the rule of law is definitely the bottom line. Regulators may think that speculation is not good or something, in fact, do you speculate with him, as long as he does not collude with listed companies, as long as he does not collude with functional departments: buy with him, sell with him, and speculate with him. If the stock price rises sharply, it will rise sharply, and if it falls sharply, it will fall sharply, don't care. Fire one less one, eliminate one less one. This protection will only make everything look as if it's risk-free, just what it looks ...

Ensuring justice, fairness, and openness. Guarantee the rule of law. At your own risk!

(It will still be forwarded to relevant departments and media)