GTHT plans 24.99% exit from Shanghai Securities; DFZQ to pay via A-share issuance plus cash

Guotai Haitong Securities Co., Ltd. (GTHT) has signed a framework agreement to sell its entire 24.99% stake in Shanghai Securities to DFZQ. The deal forms part of DFZQ’s proposed acquisition of 100% of Shanghai Securities from five vendors, including GTHT, Bailian Group, SIG Investment, SIG and Shanghai Chengtou Group.

Key transaction terms • Structure: GTHT will receive DFZQ A shares for 18.74% of Shanghai Securities and cash for the remaining 6.25%. The other four vendors (holding a combined 75.01%) will be paid wholly in DFZQ A shares. • Pricing: The total consideration will be based on an independent valuation (benchmark date 31 Mar 2026) and confirmed in a definitive agreement. The share component will be priced at the weighted average trading price of DFZQ’s A shares over the 120 trading days before 7 May 2026, initially calculated at RMB 10.29 per share, subject to customary ex-rights adjustments. • Lock-up: All vendors must hold the consideration shares for at least 12 months from completion.

Target profile – Shanghai Securities For FY 2025 (PRC GAAP, audited): • Total assets: RMB 95.87 billion • Net assets: RMB 19.81 billion • Revenue: RMB 3.43 billion • Profit after tax: RMB 1.32 billion

Regulatory and shareholder approvals Effectiveness of the deal requires: 1. Board, class-meeting and general-meeting approvals at DFZQ. 2. Vendors’ internal approvals. 3. CSRC and Shanghai Stock Exchange clearances, Shanghai SASAC filing and, if applicable, antitrust clearance by the State Administration for Market Regulation. 4. A whitewash waiver under the Hong Kong Takeovers Code, to be approved by DFZQ’s independent shareholders.

Hong Kong Listing Rules implications SIG and SIG Investment—holding about 20.40% of GTHT—are connected persons under Chapter 14A. As GTHT and these connected vendors are disposing of interests in the same target to the same purchaser, the transaction may constitute a connected transaction for GTHT and will be subject to the applicable reporting, announcement and, if required, independent shareholders’ approval.

Strategic rationale GTHT believes the disposal will optimise its asset structure, improve liquidity and support the consolidation of Shanghai’s state-owned financial sector.

Risk reminder A definitive agreement has yet to be signed, and completion remains conditional on multiple approvals. There is no certainty that the transaction will proceed. Shareholders and investors should exercise caution when dealing in GTHT securities.