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late night blockbuster.

on the evening of september 5, guotai junan announced that the company and haitong securities co., ltd. are planning to merge haitong securities by issuing a shares to all a-share exchange shareholders of haitong securities and h shares to all h-share exchange shareholders of haitong securities, and to issue a shares to raise matching funds.

at the same time, haitong securities also announced that the company and guotai junan are planning to merge haitong securities by having guotai junan issue a shares to all a-share exchange shareholders and h shares to all h-share exchange shareholders, and issue a shares to raise matching funds.

on september 6, both companies suspended trading.

it is reported that the above case is the third securities industry merger and acquisition planned to be promoted by issuing shares as payment method this year.

it is worth mentioning that the securities industry has recently been intensively involved in mergers and acquisitions. on the evening of september 4, guosen securities issued an acquisition plan, and the company planned to purchase 96.08% of wanhe securities by issuing shares. on the same day, guolian securities issued an announcement that the company held its first extraordinary shareholders' meeting in 2024, and reviewed and passed with a high vote the relevant proposals on guolian securities' acquisition of minsheng securities.

guotai junan intends to absorb and merge haitong securities

according to the announcement, in view of the significant uncertainties in the above matters, in order to ensure fair information disclosure, safeguard the interests of investors and avoid abnormal stock price fluctuations, according to the relevant regulations of the shanghai stock exchange, upon application, the a-shares of guotai junan securities and haitong securities will be suspended from the opening of the market on september 6, 2024 (friday). this reorganization involves a-shares and h-shares, involving many matters and complex processes. at the same time, this reorganization is conducive to building a first-class investment bank and promoting high-quality development of the industry. according to the relevant regulations of the shanghai stock exchange, the suspension period is expected to be no more than 25 trading days.

guotai junan said that during the suspension period, the company will actively promote various tasks and fulfill its information disclosure obligations in strict accordance with the provisions and requirements of relevant laws and regulations based on the progress of the matters. after the relevant matters are determined, the company will promptly issue relevant announcements and apply for the resumption of trading of the company's shares. investors are kindly requested to pay attention to subsequent announcements and be aware of investment risks.

it is understood that on september 5, guotai junan and haitong securities signed a "cooperation agreement" and made several principled agreements on this reorganization. according to the "cooperation agreement", guotai junan will absorb and merge haitong securities by issuing a shares to all a-share exchange shareholders of haitong securities and issuing h shares to all h-share exchange shareholders of haitong securities, and at the same time issue a shares to raise supporting funds. this reorganization and formal transaction documents need to be submitted to the respective boards of directors and shareholders' meetings of both parties for review, and can only be officially implemented after approval by the competent regulatory authorities.

guotai junan securities and haitong securities both stated that, as of now, the specific cooperation plan for this restructuring is subject to the transaction documents further signed by both parties. this restructuring still needs to go through the necessary internal decision-making procedures and must be approved by the competent regulatory authorities before it can be officially implemented. whether it can be implemented is still uncertain.

intensive mergers and acquisitions in the securities industry

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.

it is understood that the above plan was made only 14 days after the first announcement of the acquisition of wanhe securities. previously, a securities analyst said that considering that the actual controllers of the two securities companies 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 securities times and china securities journal reporter, 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.

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:

first, 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 state on the entire island of hainan. the free trade port has a series of institutional advantages such as promoting financial reform and innovation and taking the lead in the implementation of financial industry opening 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 non-organic growth. guosen securities said that this transaction will help the listed company take advantage of industry integration opportunities and scale advantages, improve quality and efficiency through external mergers and acquisitions, and help achieve growth goals.

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

coincidentally, on the evening of september 4, guolian securities issued an announcement showing that the company held its first extraordinary shareholders' meeting in 2024 on the same day, and reviewed and passed with a high vote relevant proposals such as guolian securities' acquisition of minsheng securities.

it is reported that the approval rate of proposals related to the restructuring plan is above 98.3%.

in this regard, people familiar with the matter said that the relevant proposal was passed by the shareholders' meeting with a high vote, showing the firm confidence of all shareholders in the transaction and the leapfrog development of the restructuring and integration. for the majority of shareholders, this means that guolian securities will achieve long-term value growth through mergers and reorganizations, bringing more generous long-term returns to all shareholders.

according to the procedures, the subsequent restructuring project still needs to complete material submission, regulatory inquiries, board review and registration. guolian securities said that it will follow the relevant regulatory requirements to steadily and orderly advance the completion of relevant work, laying a solid foundation for the steady progress of the subsequent integration work of both parties.