A pivotal milestone has been reached in the three-way restructuring plan involving CICC. On the evening of September 7, CICC, Dongxing Securities, and Cinda Securities simultaneously announced that they had received approval from the China Securities Regulatory Commission for CICC's share-exchange absorption and merger of the other two firms.
According to the announcement schedule, the A-shares of all three companies will be suspended from trading starting September 15, 2026. Dongxing Securities and Cinda Securities will not resume trading after the suspension; instead, they will submit applications for voluntary delisting to the Shanghai Stock Exchange on the trading day following the cash option declaration deadline, bypassing the delisting adjustment period. Meanwhile, CICC's A-shares will also halt trading on September 15, with a resumption slated for the day the company publishes the results of the A-share dissenting shareholder acquisition right declaration. This timeline confirms that September 14 will mark the final trading day for Dongxing Securities and Cinda Securities on the A-share market, as these two listed brokerage entities prepare to exit the capital market.
The Regulatory Decision is Finalized
Per the official announcements, the CSRC issued its approval on September 7, consenting to CICC's registration application to absorb and merge Dongxing Securities and Cinda Securities by issuing 3.104 billion new shares. Following the completion of the mergers, both Dongxing Securities and Cinda Securities will be legally dissolved, with their respective branch networks converted into branches of CICC.
In the same approval, the regulator also sanctioned Orient Asset Management and Cinda Asset Management to become major shareholders of CICC. Specifically, Orient Asset will acquire 637 million shares, representing 8.03% of the total shares post-issuance, while Cinda Asset will obtain 1.329 billion shares, accounting for 16.76%.
The CSRC further authorized CICC to assume the role of major shareholder in two fund management companies and two futures firms. This includes fully taking over the 200 million yuan capital contribution in Dongxing Fund (100% of its registered capital) and a 54 million yuan stake in Cinda澳亚 Fund (54% of its registered capital). Additionally, CICC will become the controlling shareholder of both Dongxing Futures and Cinda Futures.
On integration matters, the CSRC laid out stringent requirements. CICC and its two merger targets must proceed methodically with the absorption process, ensuring seamless transition for businesses, clients, and employees. They are mandated to protect client rights, appropriately relocate and settle staff, and maintain social stability. Furthermore, CICC must formulate and submit a detailed integration blueprint within one year, based on the preliminary plan already submitted, complete with a clear timetable to ensure orderly and efficient integration. Until that integration is finalized, CICC is required to maintain robust risk isolation from the legacy entities and their subsidiaries, strictly regulate related-party transactions, and prevent conflicts of interest or risk transfer. The company is also instructed to amend its articles of association in line with the approval and file the revised version with the local CSRC bureau at its registered address.
The CSRC also stipulated that Dongxing Securities and Cinda Securities must complete their industrial and commercial deregistration within three years from the date of this approval, while CICC and the former branches of the acquired firms have a one-year window to finish their own registration changes. All three brokerages must also coordinate changes to overseas subsidiaries' shareholders and handle business integration or divestiture in compliance with local laws in those jurisdictions.
Details of the Share Swap and Trading Schedule
To facilitate the smooth implementation of the acquisition rights for dissenting shareholders and cash options, the shares of the three brokerages will be suspended from trading on September 15. It is noteworthy that Dongxing Securities and Cinda Securities will remain suspended until their delisting, with no resumption, whereas CICC will resume trading on the day it publishes the outcome of the A-share dissenting shareholder acquisition rights declaration. Consequently, September 14 will be the final session for the two target companies' shares.
On September 7, Cinda Securities shares closed at 17.05 yuan, with the cash option strike price for dissenting shareholders set at 17.75 yuan per share. For Dongxing Securities, the closing price was 14 yuan, and the cash option strike price was 13.04 yuan. Dissenting A-share holders of Dongxing Securities and Cinda Securities who exercise their cash options will relinquish their shares in these firms; otherwise, they will be converted into CICC A-shares.
The exchange ratio is based on a swap price of 36.68 yuan per CICC share, 16.05 yuan for Dongxing Securities, and 19.11 yuan for Cinda Securities. This yields conversion ratios of 1:0.4376 for Dongxing Securities into CICC shares, and 1:0.521 for Cinda Securities into CICC shares.
For CICC itself, the closing price on September 7 was 33.45 yuan per share. The acquisition right for dissenting A-share shareholders is priced at 34.57 yuan per share, meaning those who successfully file their claims will receive cash at that strike price.
Synergies and Strategic Impact
Commenting on the merger, CICC emphasized that the transaction will boost its overall strength, create complementary advantages, optimize business layout, and significantly enhance its core competitiveness in client resources, capital strength, resource coordination, and comprehensive service capabilities. This aligns with the broader goal of high-quality development in the financial sector and positions the firm as a top-tier investment bank with international competitiveness.
Pro forma financial projections indicate that, post-merger, CICC's operating revenue for 2025 would rise from 28.5 billion yuan to 37.2 billion yuan, improving its industry ranking from fifth to third. By the end of 2025, the parent company's net capital would surge from 48.1 billion yuan to 103.3 billion yuan, vaulting from twelfth to fourth place in the industry, laying a solid foundation for long-term growth.
This restructuring comes on the heels of a stellar first-half performance for CICC. In the first six months of 2026, the company posted operating revenue of 19.302 billion yuan, a year-on-year increase of 50.47%, and net profit attributable to shareholders of 8.199 billion yuan, up 89.35% — a record high for any half-year period. The two target brokerages also reported stable profitability. Dongxing Securities generated revenue of 2.506 billion yuan in H1 2026 (up 11.4%) with net profit of 1.025 billion yuan (up 25.13%). Cinda Securities saw revenue of 2.435 billion yuan (up 19.53%) and net profit of 1.097 billion yuan (up 7.15%). A simple combined calculation based on H1 2026 data shows that the merged entity would have revenue of 24.243 billion yuan and net profit of 10.321 billion yuan as of the end of June 2026.
A Swift and Complex Execution
Looking back at the entire restructuring process, the project has advanced at a steady and orderly pace, taking roughly nine and a half months. In November 2025, the three brokerages simultaneously announced a trading halt to plan the major asset restructuring. By December of that year, they published the transaction proposal, followed by the draft restructuring report in May 2026. The Shanghai Stock Exchange's M&A and Restructuring Review Committee approved the deal on August 27, and the CSRC issued its final approval on September 7.
Securing the approval, however, is merely the beginning. The true test lies in whether the subsequent integration delivers tangible results. As the first "three-in-one" merger case in the securities industry, industry insiders point out that this restructuring is far more complex than the traditional "1+1" model. The transaction structure involves absorbing two listed entities at once, entirely through share swaps with no cash outlay, simultaneously delisting both targets. Traditional mergers typically pair just two entities, making for a simpler architecture.
In terms of synergy, this deal leverages CICC's cross-border investment banking strengths while absorbing the retail business and asset management resources of the two target firms. It represents a systematic move within the state-owned financial framework rather than a mere expansion of scale. On the integration front, the project must simultaneously align two separate shareholder systems, IT platforms, organizational structures, and corporate cultures. Managing personnel placement, branch optimization, and legacy compliance issues adds layers of difficulty.
On the approval efficiency, Jiao Bing, a researcher at Geshang Fund, commented that the regulator's swift handling of the CICC three-way merger signals that domestic brokerage merger reviews have entered a normalized fast-track channel. This sends a clear industry-wide message: encouraging consolidation is not just rhetoric. By compressing approval times and simplifying delisting procedures, the regulator is lowering the institutional costs of integration and setting a benchmark for future deals. At the same time, the regulator aims for integration that is both "fast and stable." The approval includes hard requirements on client transition, employee placement, risk isolation, and related-party transaction compliance. The mechanisms for dissenting shareholders' acquisition rights and cash options also protect minority investors, achieving a balance between accelerated integration and investor protection.
Liu Yan, chairman of Anjue Asset, said the consolidation will push CICC into the top tier of comprehensive brokerages, potentially reshaping the industry's leading group from "three strong players" to "four major powers," intensifying the Matthew effect. The deal also pioneers a regulatory path for simultaneous multi-party integration, serving as a replicable template for batch consolidation of state-owned brokerages. It marks a shift from passive risk clearing to proactive shaping of the industry structure and provides a reference for the "brokerage + AMC" comprehensive financial model.
Industry-Wide Consolidation Quickens
The CICC three-way merger is not an isolated case but a typical microcosm of the securities industry's accelerated integration and structural reshaping in 2026. This year has seen a flurry of M&A cases among brokerages, formally ending the era of extensive scale growth and ushering in a period of stock competition and survival of the fittest.
In March, Soochow Securities planned to acquire control of Donghai Securities, marking the year's first brokerage M&A deal and the industry's first merger between local brokerages in the same province. In May, the merger proposal between Orient Securities and Shanghai Securities emerged, signaling new progress in Shanghai state-owned brokerage integration. Around the same time, Xiangcai Co's absorption merger with Dazhihui resumed its review, further accelerating the consolidation rhythm.
Zhang Pengyuan, a researcher at PaiPaiWang Wealth, noted that the acceleration of brokerage M&A is deepening the Matthew effect. The development paths for small and mid-sized brokerages are diverging clearly, highlighting the characteristics of stock clearing in the industry, though the overall tier structure is not yet fully solidified. Zhang believes that small and mid-sized brokerages with weak capital and undifferentiated business models will see their survival space narrow further, with some likely to be acquired. Those with specialized service capabilities can focus on niche areas like regional investment banking, asset management, and fintech, pursuing a boutique strategy to build differentiated competitive barriers. A few local state-owned brokerages can leverage regional resource advantages by participating in local industry integration to strengthen their core competitiveness.
Meanwhile, top-tier brokerages continue to expand their capital scale and business boundaries through M&A, with industry resources increasingly concentrating toward large comprehensive investment banks, steadily raising the industry's concentration ratio.
"Differentiated tracks still preserve room for small and mid-sized brokerages; not all of them face clearing pressure," Zhang Pengyuan added, predicting that the industry will gradually form a three-tier structure of "aircraft carrier-grade comprehensive investment banks, boutique specialized brokerages, and regional firms."
From Jiao Bing's perspective, the current wave of brokerage consolidation is market-oriented but policy-driven, with most deals progressing within the same state-owned capital system, resulting in low negotiation costs and high certainty of execution. Future integration will continue along three lines: alliances among top players, regional state-owned restructuring, and exits by private shareholders. The industry's competitive threshold is being systematically raised, and brokerages are transitioning from surviving on licenses and channels to competing on capital, capability, and strategic positioning.
Jia Xiaolong, director of the Heiqi Capital Research Institute, pointed out that top brokerages have established nearly insurmountable barriers in capital-intensive sectors such as derivatives, OTC businesses, and institutional market-making. The rising concentration is a statistical inevitability. However, this does not mean small brokerages have no future — rather, it signifies a fundamental change in how they operate. Some will pursue "specialized breakthroughs," building single-point advantages in investment banking niches, wealth management, or regional depth to become "small and beautiful" players. Others will become "consolidation targets," embracing state capital or major shareholders to achieve value revaluation. Still others will serve as "ecosystem participants," tying themselves to industrial capital to act as financial service providers for specific industry chains.
Overall, Jia Xiaolong believes that stock competition in the industry is not a zero-sum game of "involution" but a transformation of scattered, inefficient capacity into momentum for high-quality development. While the trend of household wealth flowing toward top-tier institutions is irreversible, regulators are also guiding differentiated licensing and functional positioning, leaving a policy window for small institutions to become "specialized, refined, and innovative." Over the next five to ten years, the securities industry is expected to evolve into a "dumbbell-shaped" landscape — large and powerful at the top, specialized and refined in the middle tier, with the intermediate layer facing accelerated attrition.
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