2024-09-09
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zheshang securities’ “takeover” of guodu securities has made new progress!
recently, the china securities regulatory commission issued feedback on guodu securities' application to change its major shareholder, which mainly includes seven items, and requires guodu securities to implement the following issues item by item within 30 working days and provide written responses and electronic documents.
among them, many feedback opinions involved both guodu securities and zheshang securities. in addition, the csrc also required zheshang securities to demonstrate the compliance of the future integration plan of the private equity subsidiaries of the two securities companies.
the china securities regulatory commission gave seven suggestions
specifically, the csrc put forward seven feedback opinions on the change of major shareholders of guodu securities:
1. the application materials show that the two parties to this transaction have reached an agreement on the nomination rights of directors and recommendation rights of senior executives of guodu securities, and require the supplementary submission of relevant agreement texts.
2. according to the application materials, in relation to the transfer of the equity interests in guodu securities held by chongqing trust and eight other companies, zheshang securities obtained the preliminary review opinion in principle agreed by the superior state-owned assets authority, which was reviewed and approved by the board of directors of zhejiang communications investment group, and at the same time obtained the "registration form for acceptance of non-state-owned assets appraisal projects" issued by it.
zheshang securities is required to provide additional information including the preliminary review opinion issued by the superior state-owned assets management unit (if any), the resolution and proposal text of the board of directors of zhejiang communications investment group (if any), and the "registration form for accepting non-state-owned assets appraisal projects".
3. request for additional submission of the text of the board resolution on the share transfer submitted by chongqing trust, guohua investment and zheshang securities, and the text of the board and shareholders' meeting resolution submitted by tongfang innovation investment (shenzhen) co., ltd. and jiarong investment co., ltd.
4. according to the application materials, the five shareholders who transferred the equity in this transaction have a total of six directors’ nomination rights. among them, the nominating shareholder of one director (chen haining) made inconsistent statements before and after, and guodu securities is required to provide an explanation.
5. guohua investment and its superior unit, the state energy investment group, are required to jointly issue an explanation on the basis for setting the transfer price and whether the relevant transfer (including asset appraisal results) has fulfilled the complete state-owned assets management procedures.
6. the application materials show that after the csrc accepts the application for equity change, zheshang securities should pay the first two installments of equity transfer funds to chongqing trust, tianjin chongxin technology development co., ltd., chongqing jiahong shengxin trading co., ltd. and shenzhen zhongjun investment co., ltd., and require zheshang securities to provide payment receipts for the two installments (if any).
7. require zheshang securities to demonstrate the compliance of the future integration plan of the private equity subsidiaries of the two securities companies.
according to the 2024 semi-annual report, zheshang capital, a wholly-owned subsidiary of zheshang securities, achieved operating income of 3.7504 million yuan and net profit of 206,900 yuan in the first half of the year. as of the end of june, zheshang capital's total assets were 268 million yuan and its net assets were 223 million yuan.
guodu securities is engaged in private equity fund management business through its wholly-owned subsidiary guodu venture capital. in the first half of the year, guodu venture capital achieved operating income of 30.7586 million yuan and net profit of 19.7257 million yuan. as of the end of june, total assets were 199.9 million yuan and net assets were 129 million yuan.
the merger is nearing completion
the process of zheshang securities "taking over" guodu securities started at the end of 2023, and has lasted for nine months so far, and is now nearing completion.
in july this year, zheshang securities announced that it had recently received the "china securities regulatory commission administrative license application acceptance form" forwarded by guodu securities. the china securities regulatory commission has accepted guodu securities' application to change its major shareholders and actual controllers in accordance with the law.
under the guidance of policies, the pace of securities companies' integration has accelerated significantly this year. avic securities believes that the current supervision clearly encourages integration within the securities industry. under the trend of policies promoting high-quality development of the securities industry, mergers and acquisitions are effective means for securities companies to achieve external expansion.
"mergers and reorganizations of securities firms play a positive role in enhancing the overall competitiveness of the industry, optimizing resource allocation and promoting the healthy development of the market. at the same time, industry integration helps to increase industry concentration and form economies of scale," said avic securities.
recently, zheshang securities and guodu securities announced their 2024 semi-annual performance reports. the operating income and net profit attributable to the parent company of the two securities companies both declined to a certain extent.
in the first half of this year, zheshang securities achieved operating income of approximately 8 billion yuan, a year-on-year decrease of 5.39%; and achieved net profit attributable to parent company shareholders of 784 million yuan, a year-on-year decrease of 13.94%.
in the first half of this year, guodu securities achieved operating income of 783 million yuan, a year-on-year decrease of 5.84%, and net profit attributable to parent company shareholders of 389 million yuan, a year-on-year decrease of 8.98%.