On the evening of December 17, CICC disclosed a major announcement. The preliminary plan for the significant asset restructuring involving three brokerages—CICC, Dongxing Securities, and Cinda Securities—has been officially unveiled, revealing the emergence of a "brokerage giant" with assets nearing one trillion yuan. Key transaction details have also been presented to the market for the first time.
**Pricing and Share Swap Details** The transaction pricing is based on the 20-day average trading price prior to the board resolution announcement. CICC will remain as the surviving entity in the merger. - The swap price for CICC shares is set at ¥36.91 per share. - Dongxing Securities' swap price is ¥16.14 per share. - Cinda Securities' swap price is ¥19.15 per share.
The plan emphasizes that this pricing "fully reflects the asset value of both companies and balances the interests of all shareholders." While technical, this approach anchors the swap price to existing market values rather than speculative synergies, establishing a mutually acceptable baseline for shareholders.
**Shareholder Structures** CICC's major shareholders include Central Huijin Investment and Hong Kong Securities Clearing Company. Dongxing Securities' shareholders comprise China Orient Asset Management, Jiangsu Railway Group, and Shanghai Industrial Investment Group, among others. Cinda Securities is primarily owned by China Cinda Asset Management, alongside Shenzhen Qianhai Dreamworks and Zhongtian Financial Investment. Notably, all three brokerages are ultimately controlled by Central Huijin, effectively consolidating under a single entity.
**Differential Swap Ratios** The swap ratios reveal a key disparity: - Dongxing Securities: 1 share = 0.4373 CICC shares. - Cinda Securities: 1 share = 0.5188 CICC shares. This grants Cinda Securities holders a higher allocation of CICC shares. Pre-suspension, Dongxing and Cinda had market caps of ¥42.4 billion and ¥57.7 billion, respectively.
**Expanded Capital Base** CICC will issue approximately 3.096 billion new A-shares to facilitate the merger, expanding its total shares from 4.827 billion to 7.923 billion—a 64% increase. A-shares' weight in the total capital will rise from ~60% to ~76%, signaling greater reliance on the A-share market post-merger.
**Exit Mechanisms for Minority Shareholders** - CICC’s A/H-share dissenters can exercise sell-back rights. - Dongxing and Cinda dissenters receive cash exit options. Major shareholders (e.g., Central Huijin, China Orient, China Cinda) have pledged to lock up their CICC shares for 36 months, mitigating post-merger sell-off risks.
**Advisory Roles** CICC appointed Industrial Securities as its independent financial advisor, while Dongxing and Cinda enlisted SDIC Securities and BOC Securities, respectively, to ensure fairness and regulatory compliance in pricing.
**Post-Merger Scale** Combined Q3 2025 financials project: - Total assets: ¥1.009 trillion (4th in industry). - Net profit: ~¥10 billion (top 6). - Staff: 19,985 (2nd largest). This merger positions the new entity as a top-tier integrated brokerage with enhanced scale, profitability, and competitiveness.
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