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The draft of the absorption merger for 36.6 billion securities firm stocks has been released!
The progress of Xiangcai Co., LTD. 's absorption and merger with Dazhizhi is rapid.
Three days after announcing the completion of due diligence, on the evening of September 25th, Xiangcai Co., Ltd. released the draft report on the share swap absorption merger with Dazhizhi and the raising of supporting funds and related transactions. Specifically, Xiangcai Co., Ltd. plans to absorb and merge Dazhihui through A share swap. The A-share swap price for Xiangcai Co., Ltd. is 7.51 yuan per share, and that for Dazhihui is 9.53 yuan per share. In the share swap absorption merger, based on the share swap ratio of 1:1.27, Xiangcai Co., Ltd. plans to issue a total of 2.282 billion shares.
In terms of equity changes, without considering the raising of supporting funds, after this transaction, Dazhihui will be deregistered. The original actual controller of Dazhihui, Zhang Changhong, and his consistent action persons have changed from not holding any shares of Xiangcai Co., Ltd. to holding 17.32% of the total shares of Xiangcai Co., LTD. Meanwhile, the actual controller of Xiangcai Co., LTD., Huang Wei, and his consistent action persons of Xinhu Holdings The holding ratio has decreased from 40.37% previously to 22.45%, and Huang Wei remains the actual controller.
Today, at the opening of the market, Xiangcai Co., Ltd. once rose by more than 7%. As of the time of publication by Securities China, it was trading at 12.86 yuan per share, with a total market value exceeding 36.6 billion yuan. Dazhizhi once rose by more than 4%. As of the time of publication by Securities China, it was trading at 15.91 yuan per share.
The draft of the absorption merger has been released
The absorption and merger of Xiangcai Co., Ltd. with Dazhizhi is accelerating.
On September 22nd, Xiangcai Co., Ltd. announced that the relevant audit and due diligence work had been basically completed. On the evening of September 25th, the draft of the absorption merger was released.
The draft discloses in detail that Xiangcai Co., Ltd. plans to absorb and merge with Dazhizhi through a share swap. The A-share swap price of Xiangcai Co., Ltd. is 7.51 yuan per share, and that of Dazhizhi is 9.53 yuan per share. In this share swap and absorption merger, based on the share swap ratio of 1:1.27 (i.e., each share of Dazhihui held by a shareholder of Dazhihui can be exchanged for 1.27 shares of Xiangcai Co., LTD.), the total number of shares that Xiangcai Co., Ltd. plans to issue amounts to 2.282 billion shares. After the share swap is implemented, the total share capital of Xiangcai Co., Ltd. is expected to increase to 5.141 billion shares.
The focus of this transaction is that after this absorption merger, Dazhizhi will be delisted and its legal person status will be cancelled. Xiangcai Co., LTD., as the surviving company, will inherit and take over all the assets, liabilities, businesses, personnel, contracts, qualifications and all other rights and obligations of Dazhizhi. This transaction constitutes a major asset reorganization and related-party transaction.
Meanwhile, Xiangcai Co., LTD., as the surviving company, plans to raise no more than 8 billion yuan in supporting funds from no more than 35 specific investors simultaneously. Among them, 2.5 billion yuan of the supporting funds will be used for the financial large model and securities digitalization construction project, 1 billion yuan for the big data engineering and service network construction project, and 1.5 billion yuan for the wealth management integration project One billion yuan will be allocated for international fintech projects, and two billion yuan will be used to supplement working capital and repay debts.
In terms of control rights, the announcement clearly states that before this transaction, the actual controller of Xiangcai Co., Ltd. was Huang Wei, and his control rights had remained stable for the past 36 months. After the transaction is completed, Huang Wei will still be the actual controller of Xiangcai Co., Ltd. after its existence. Therefore, this transaction will not result in a change of the company's control rights.
Before this equity change, Zhang Changhong, the original actual controller of Dazhizhi, and his concert parties Zhang Ting and Zhang Zhihong did not hold any shares of Xiangcai Co., LTD. After this equity change, Zhang Changhong and his concert parties hold a total of 891 million shares of Xiangcai Co., LTD., accounting for 17.32% of the total share capital of the listed company after the share swap and absorption merger. The information disclosure obligor and its concert parties commit that the shares obtained from this equity change will be locked for 12 months and commit not to seek control of Xiangcai Co., LTD.
It is worth noting that this transaction and the change in equity still need to be approved by the shareholders' meetings of Xiangcai Co., Ltd. and Dazhizhi, as well as by the regulatory authorities.
Is AI securities firm on the way?
Xiangcai Co., Ltd. has a deep connection with Dazhihui. This merger marks the second time the two sides have "joined hands" since their first failed attempt in 2015. The last time, it failed due to information disclosure violations involving Dazhihui. This absorption merger seems to have learned from the previous lesson. The speed of the absorption merger by both sides far exceeded outside expectations.
In the A-share market, there are already fintech companies with securities licenses, namely Compass and East Money. The two companies have two subsidiaries, namely Magao Securities and East Money Securities, both of which originated from the previous mergers and acquisitions of Wangxin Securities and Tongxin Securities. After obtaining the securities licenses, the performance of the two companies has increased significantly.
This time, Xiangcai Co., Ltd. plans to absorb and merge with Dazhizhi, which means that after East Money and Compass, Xiangcai Co., Ltd. is expected to become the third Internet and even AI securities firm on the A-share market.
It is reported that Xiangcai Co., LTD. 's main business is securities services, and it mainly conducts business through its wholly-owned subsidiary Xiangcai Securities, with complete business qualifications. For over two decades, Dazhizhi has been deeply involved in the fintech industry and has become one of the leading financial information service providers in China, boasting a complete product portfolio within the industry. In terms of international business, the overseas financial information services of Great Wisdom have spread to many countries in East and Southeast Asia.
Zhou Lefeng, the president of Xiangcai Securities, told the reporter from Securities China that under the wave of industry consolidation, the key to the survival of small and medium-sized securities firms lies in the balance among "specialization + technology + capitalization". Through precise positioning and resource integration of themselves, they can open up new development space in the increasingly fierce competition with leading securities firms and emerging Internet platforms.
Zhou Lefeng introduced that Xiangcai Securities takes the light-asset strategy as its core foundation, relying on its accumulation of financial technology and the first-mover advantage in wealth management, and focuses on differentiated competition. With a user ecosystem of tens of millions and technological barriers such as AI stock selection and quantitative tools, Dazhizhi has established a leading position in the industry.
"Under the effect of the integration of the two, the 'AI investment advisory brokerage firm' has taken shape." " He said that under the resource integration effect of "license + product + traffic + data + technological capability", the collaborative value can be released through three paths.
The draft states that there are significant synergy effects in the main businesses of both parties involved in this transaction, which can fully leverage the business advantages of both parties, achieve user and resource sharing, technological cooperation and market synergy, reshape internal management, and enhance competitiveness in their advantageous business fields. Xiangcai Co., Ltd. has integrated with Dazhizhi, a leading enterprise in the fintech industry, to consolidate its mature product system, technical strength and user resources. This has further improved its business layout, strengthened the collaborative value of both parties in areas such as financial products, information technology and user resources, enhanced its comprehensive financial service capabilities, and comprehensively created a differentiated and characteristic competitive advantage. Committed to achieving an effect of "1+1>2" through the integration of both parties' businesses, thereby realizing the leapfrog development of Xiangcai Co., LTD.
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