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the acquisition plan of guosen securities has been released.

on the evening of september 4, guosen securities released an acquisition plan, and the company planned to purchase 96.08% of wanhe securities' shares by issuing shares.

a relevant person from guosen securities exclusively responded to the reporter from securities china, saying that in the context of regulatory encouragement for securities companies to develop in a capital-saving manner, this transaction adopting the method of issuing shares to purchase assets will help save the company's capital and achieve scale expansion.

it is understood that this transaction will help guosen securities develop cross-border asset management business in hainan free trade port and strengthen regional competitive advantages; it will help give full play to the synergy and complementarity, give play to the scale effect and improve operational efficiency.

china securities journal reporters noticed that guosen securities has a clear plan to make wanhe securities a holding subsidiary and build it into a regional specialty investment bank with industry-leading position in hainan free trade port in specific business areas such as cross-border asset management.

in view of the fact that the audit and evaluation of the target company involved in this transaction have not been completed, the board of directors of guosen securities has decided not to convene a shareholders' meeting to discuss matters related to this transaction. at the same time, guosen securities stated that it will resume trading from the opening of the market on september 5, 2024 (thursday).

acquisition plan released

on september 4, guosen securities released a plan for issuing shares to purchase assets and related transactions, just 14 days after the initial announcement of the acquisition of vanward securities. previously, securities analysts said that considering that the actual controllers of the two securities firms are the same, it is expected that the implementation will not be difficult and the progress may exceed market expectations.

according to the plan, guosen securities intends to purchase 96.08% of wanhe securities shares held by seven counterparties including shenzhen capital and kunpeng investment through the issuance of a-shares, and the issue price is set at 8.6 yuan per share.

as the audit and evaluation work of the target company has not been completed, the evaluation results and transaction price of the above-mentioned shares of wanhe securities have not yet been determined.

when asked why the acquisition of wanhe securities adopted the payment method of "issuing shares", a relevant person from guosen securities gave an exclusive response to the reporter from securities china, saying that in the context of regulatory encouragement for securities companies to develop in a capital-saving manner, this transaction adopted the method of issuing shares to purchase assets, which is conducive to saving the company's capital and achieving scale expansion.

the above-mentioned guosen securities person said that after the announcement of the plan to issue shares to purchase assets and related transactions, guosen securities will hire an intermediary agency to conduct auditing and evaluation on wanhe securities, prepare restructuring reports, audit reports, evaluation reports and other documents, and then convene the board of directors again for deliberation. after deliberation and approval by the company's shareholders' meeting, it will be submitted to the shenzhen stock exchange and the china securities regulatory commission for review and registration.

it is reported that the above case is the second securities industry merger that plans to use the issuance of shares as payment method this year. on august 8, guolian securities planned to purchase 99.26% of minsheng securities by issuing a shares and raise supporting funds of no more than 2 billion yuan.

clear planning positioning

this securities industry merger has attracted attention from all parties since its official announcement, mainly because the two parties are not a strong combination.

the 2023 financial data shows that the business volume between guosen securities and wanhe securities is very different. the former ranks in the top 10 in the industry in terms of net profit, while the latter ranks 99th; the revenue scale of the former's four traditional businesses (brokerage, proprietary trading, investment banking, and asset management) is 1-2 orders of magnitude higher than that of the latter. taking the brokerage business, which is the advantage of both parties, as an example, guosen securities' net income from brokerage fees in 2023 was 4.355 billion yuan, while the latter was only 0.88 billion yuan.

in this regard, guosen securities stated in its acquisition plan that this transaction has three major purposes, among which the planning and positioning of wanhe securities are clearly revealed:

the first is to expand the international layout and promote the development of international and innovative businesses.in the view of guosen securities, wanhe securities is located in hainan. hainan free trade port is a free trade port established by the country on the entire island of hainan. the free trade port has a series of institutional advantages such as promoting financial reform and innovation and the first implementation of financial industry opening-up policies.

after the acquisition of wanhe securities, guosen securities can make full use of local policy advantages and existing business resources of both parties to build its subsidiary wanhe securities into a regional specialty investment bank with industry-leading position in hainan free trade port in specific business areas such as cross-border asset management, and realize the rapid development of listed companies' international business and financial innovation business.

the second is to implement the company's development strategy and achieve inorganic growth.guosen securities said that this transaction will help listed companies take advantage of industry integration opportunities and scale advantages, improve quality and efficiency through external mergers and acquisitions, and help achieve growth goals.

the third is to give full play to the synergy between listed companies and target companies to enhance the overall value of listed companies.guosen securities will integrate resources with wanhe securities by leveraging its advantages in management capabilities, market reputation, and integrated business, and create synergies in terms of customer network, brand reputation, and market resources. wanhe securities will fully utilize guosen securities' experience and advantages in securities research, product development, compliance management, and risk control to enhance its customer service capabilities and business competitiveness.

local state-owned assets system integration securities broker license opened

the above-mentioned "guoxin + wanhe" case marks the beginning of the integration of securities brokerage licenses within local state-owned assets. considering that local state-owned assets have not easily given up financial licenses in the past, this "guoxin securities' acquisition of wanhe securities" is the first securities brokerage license integration led by local state-owned assets in the past nine years.

this case of "local state-owned assets under the same control + combination of strong and weak" reflects that the local state-owned assets are changing their views on small state-owned securities companies. some securities dealers said that some local state-owned small securities companies have weak profitability, mainly rely on channel business, lack distinctive business characteristics, and are therefore not very competitive in the current market environment. more importantly, the return on investment for shareholders of such securities companies is not high. this integration of securities licenses more reflects the reconsideration of local state-owned assets on resource allocation.

a non-bank analyst at donghai securities once said that based on the case of dongguan state-owned assets supervision and administration commission's acquisition of jinlong shares' 20% stake in dongguan securities, equity integration within the state-owned assets system has been put on the agenda. by integrating licenses within the system, resources can be concentrated to empower businesses, improve capital operation efficiency and license value. at the same time, the net capital will be more substantial after the integration, and business development under the classified evaluation and supervision system is expected to open up a new pattern.

guosheng securities non-bank analyst said that under the guidance of supervision, local state-owned assets may become the main driving force for accelerating mergers and reorganizations in the current securities industry. he explained that on the one hand, local state-owned assets can promote the formation of group management synergy and better serve regional industrial financing through the integration of internal securities resources; on the other hand, the equity relationship of securities companies under the same state-owned asset system is clear, and the merger and reorganization process is also relatively simple. in addition, the model of listed companies merging with non-listed companies does not involve delisting and other issues, which can save a lot of time and communication costs.