行 业 及 产 业 行 业 研 究 / 行 业 点 评 相关研究 《高弹性标签助力板块"破圈"，看好资负 两端改善趋势——2026 年保险行业策略 报告》 2025/11/18 《证券行业 2026 年投资策略：权益浪潮 下的券商机遇：财富扩容，国际增效》 2025/11/17 证券分析师 罗钻辉 A0230523090004 luozh@swsresearch.com 孙冀齐 A0230523110001 sunjq@swsresearch.com 金黎丹 A0230525060004 jinld@swsresearch.com 联系人 罗钻辉 A0230523090004 luozh@swsresearch.com 2025 年 12 月 21 日 保险公司资产负债管理即将迈入全 新阶段 看好 ——非银金融行业周报（2025/12/15-2025/12/19） 本期投资提示： 证 券 研 究 报 告 本研究报告仅通过邮件提供给 中庚基金 使用。1 请务必仔细阅读正文之后的各项信息披露与声明 非银金融 ⚫ ⚫ 券商：本周申万券商 II 指数收涨 1.01%，跑赢沪深 300 指数 1.29pct。1）中金吸 ...

Investment Rating - The report maintains an "Overweight" rating for the insurance sector [1]. Core Views - The insurance sector is expected to benefit from economic recovery and rising interest rates, with a significant increase in the sales proportion of savings products. The report anticipates improvements in both the liability and investment sides of the insurance business [46]. - The securities sector is undergoing transformation, which is expected to bring new business growth points, benefiting from a recovering market and favorable policy environment [46]. - The non-bank financial sector is currently undervalued, providing a safety margin and a balanced risk-reward profile [46]. Summary by Sections Non-Bank Financial Subsector Recent Performance - From December 15 to December 19, 2025, all non-bank financial sub-sectors outperformed the CSI 300 index, with the insurance sector rising by 7.04%, multi-financial sector by 2.04%, and securities sector by 1.06%, while the overall non-bank financial sector increased by 2.99% [11][12]. Securities Sector - Trading volume decreased month-on-month in December 2025, with the average daily trading amount for stock funds at 21,087 billion yuan, a year-on-year increase of 20.09% but a month-on-month decrease of 5.91% [16]. - The margin balance reached 24,994 billion yuan, up 32.93% year-on-year and 34.04% since the beginning of the year [16]. - The report highlights the merger of CICC with Dongxing and Xinda, which will result in a combined asset scale exceeding one trillion yuan, ranking fourth in the industry [20]. Insurance Sector - The report discusses the public consultation on new asset-liability management regulations, which aim to strengthen regulatory requirements and optimize long-term stock risk factor requirements [24]. - The insurance sector's valuation is currently between 0.67 and 1.01 times the 2025E P/EV, indicating it is at a historical low, thus maintaining an "Overweight" rating [32]. Multi-Financial Sector - The trust industry saw its asset scale reach 32.43 trillion yuan by June 2025, a year-on-year growth of 20.11% [32]. - The futures market experienced a significant increase in trading volume and value, with November 2025 figures showing a year-on-year increase of 13.54% in volume and 7.11% in value [39]. Industry Ranking and Key Company Recommendations - The report ranks the sectors as follows: insurance > securities > other multi-financial sectors, recommending companies such as China Life, Ping An, New China Life, China Pacific Insurance, CICC, and Tonghuashun [46].

来源：道口财经 | 证券代码:601995 | 证券简称:中金公司 | 上市地点:上海证券交易所 | | --- | --- | --- | | 证券代码:03908 | 证券简称:中金公司 | 上市地点:香港联合交易所 | | 证券代码:601198 | 证券简称:东兴证券 | 上市地点:上海证券交易所 | | 证券代码:601059 | 证券简称:信达证券 | 上市地点:上海证券交易所 | 中金公司吸收合并东兴证券、信达证券的"三合一"方案落地，缔造了总资产1.01万亿元、行业排名第四 的券商航母。不过，这张看似华丽的成绩单背后，真正考验在于能否解决长期存在的不足，真正实现 1+1+1＞3……而这，也是市场连一个涨停没给他们的核心原因。 规模幻象： 三合一不等于全能 合并后的新中金在资产规模上确实跃进行业前四，但与真正的全能投行相比，这更多是物理叠加而非化 学融合。 截至2025年三季度，三家券商合计营收273.9亿元，净利润95.2亿元。然而细看业务结构，中金公司的经 纪业务收入占比仅21.75%，在上市券商中排第36位。 这一短板恰恰暴露了其"大而不强"的实质：合并东兴证券92家分支机构和信达证券10 ...

换股方案整体按照定价基准日前20 交易日确定，东兴证券有26%溢价，不涉及配套募资。根据换股预 案，中金证券A 股换股价为36.91 元（对应25Q3 静态PB 1.83x），东兴证券换股价为16.14 元（在前20 个交易日均价基础上溢价26%，对应PB 1.76x）、信达证券换股价为19.15 元（基于前20 个交易日均 价，对应PB 3.05x）。 从股东结构看，换股后中央汇金将直接持股中金公司24.44%、中国信达持股16.71%、中国东方及其一 致行动人8.05%，且均承诺锁定36 月，预计AMC 股东有望带动协同增益。 吸并有望显著提升综合实力，协同效应预计主要体现在扩大客户基础和吸并资产效率提升。1）以25Q3 数据计算，中金公司、东兴证券、信达证券综合实力分别位列行业第8、25、26 名，预计整合后有望提 升至第3-4 名，综合实力显著增强。合并后净营收、归母净利润、总资产、净资产分别位于行业第3、 6、4、4 名；2）从细分业务看，有望全面补强。其中自营收入有望提升至第3 名，且并购后资本利用效 率有望进一步提升（中金公司杠杆率5.4x vs 东兴证券3.2x、信达证券3.8x）；经纪业务有 ...

Core Viewpoint - The merger of CICC with Dongxing Securities and Xinda Securities marks a significant step towards establishing CICC as a leading international investment bank, responding to regulatory encouragement for consolidation in the Chinese securities industry [3][5][19]. Industry Context - The Chinese securities industry has evolved from fragmentation to standardization, with a strong push for mergers and acquisitions among brokerages to enhance core competitiveness [3][4]. - By 2035, the goal is to have 2 to 3 investment banks in China that possess international competitiveness and market leadership [3]. Merger Details - CICC's merger plan involves a share swap with Dongxing and Xinda, with respective share prices set at 36.91 yuan, 16.14 yuan, and 19.15 yuan [5][6]. - Post-merger, CICC's total assets are expected to exceed 1 trillion yuan, with net assets reaching 171.5 billion yuan, elevating its rankings in the industry [6]. Financial Metrics and Rankings - Following the merger, CICC's operating revenue and net profit rankings will improve to 3rd and 6th in the industry, respectively [6]. - Key financial metrics such as financial investment scale and the number of retail clients will position CICC among the top three in the industry [7][8]. Wealth Management Business - The merger is anticipated to significantly enhance CICC's wealth management capabilities, with retail clients expected to increase from 9.72 million to over 14.74 million [9]. - CICC's wealth management products have seen substantial growth, with assets under management reaching nearly 100 billion yuan [10]. Business Complementarity - The merger highlights the complementary nature of the three firms' business structures, with CICC excelling in investment banking and advisory services, while Dongxing and Xinda have strengths in capital business [11][12]. - The combined entity will benefit from a broader network, increasing the number of branches from 245 to 436, enhancing regional coverage [13][14]. Capital Efficiency and Financial Optimization - Post-merger, CICC's net capital is projected to rise from 46 billion yuan to 94.3 billion yuan, improving its capital allocation and operational efficiency [15]. - The merger will allow CICC to optimize its capital structure, potentially reducing interest expenses and enhancing profitability [15]. Comprehensive Service System - CICC aims to create a full lifecycle service system for enterprises, leveraging the strengths of the merged entities to provide a wide range of financial services [16][17]. - The merger is expected to facilitate the integration of various business lines, enhancing CICC's ability to serve clients across different stages of their business lifecycle [18]. Strategic Vision - The merger is a crucial step for CICC to enhance its international competitiveness, aiming to establish a comprehensive financial service system that spans investment banking, wealth management, and retail brokerage [19][20]. - CICC's international business revenue is expected to grow, further solidifying its position as a key player in the global financial market [19].

Group 1 - The core viewpoint of the article highlights the significant asset restructuring plan announced by China International Capital Corporation (CICC) in collaboration with Dongxing Securities and Cinda Securities, which is expected to enhance CICC's competitive position and asset scale, aiming for a total asset size exceeding 1 trillion yuan [2][7] - Following the merger, CICC is projected to achieve a substantial increase in operating revenue, positioning itself among the top firms in the industry, thereby strengthening its capital capabilities and service capacity to the real economy [2][4] - The restructuring aligns with national strategies to build a strong financial sector, with regulatory support encouraging mergers and acquisitions among leading brokerages to enhance core competitiveness [7][8] Group 2 - The merger plan specifies the share exchange ratios, with CICC's share price set at 36.91 yuan, Dongxing Securities at 16.14 yuan, and Cinda Securities at 19.15 yuan, reflecting the asset values of the companies involved [3] - The transaction is designed to protect minority investors, allowing dissenting shareholders of CICC's A-shares and H-shares to exercise buyout rights, while major shareholders have committed to lock their shares for 36 months, indicating confidence in the long-term development post-merger [4][5] - The combined entity will enhance its market presence, increasing the number of branches to 436 and improving its ranking from 14th to 3rd in the industry, with a 52% increase in retail client base to approximately 15 million [6] Group 3 - The merger is expected to create synergies across various business lines, enhancing CICC's investment banking and asset management capabilities, with a projected asset management scale exceeding 800 billion yuan [6] - The restructuring is seen as a response to the regulatory push for supply-side reforms in the securities industry, with expectations of accelerated mergers and acquisitions among leading firms in the coming years [7][8] - Analysts believe that the merger will allow the new entity to leverage its enhanced capital strength to support key national initiatives and foster innovation, setting a practical example for high-quality development in the securities sector [7]

Investment Rating - The industry investment rating is "Recommended" [1] Core Views - The merger of CICC, Dongxing Securities, and Xinda Securities is expected to enhance competitive advantages through regional expansion, customer resource integration, and business diversification [2] - The transaction involves a share swap where CICC will issue approximately 3.096 billion A-shares to the shareholders of Dongxing and Xinda, with a total transaction value of about 114.3 billion yuan, reflecting a 14% premium over the market value prior to the suspension [3][4] - Post-merger, CICC's total assets, revenue, and net profit are projected to reach 1,009.6 billion yuan, 27.4 billion yuan, and 9.5 billion yuan respectively, improving its rankings in the industry [7] Summary by Sections Transaction Overview - The merger involves the integration of Dongxing Securities and Xinda Securities into CICC, leveraging their regional strengths and customer bases [2] - The share swap ratio is set at 1:0.4373 for Dongxing and 1:0.5188 for Xinda, with the total transaction amounting to approximately 114.3 billion yuan [4] Financial Metrics - The swap prices are determined based on the average stock prices over the 20 trading days prior to the pricing date, with CICC's net asset value at 115.5 billion yuan, Dongxing at 29.6 billion yuan, and Xinda at 26.4 billion yuan [3] - The overall transaction price-to-book ratio is 2.29 times, indicating a favorable valuation for the merger [4] Shareholder Structure Changes - After the merger, Central Huijin will hold approximately 1.936 billion shares of CICC, representing 24.44% of the total shares, maintaining its status as the controlling shareholder [5] - The shareholding structure will see significant changes, with the public shareholders' proportion increasing post-merger [6] Strategic Advantages - The merger will expand CICC's network from 245 to 436 branches and increase retail clients from 9.72 million to 14 million, enhancing its market presence [7] - CICC aims to utilize the strengths of the acquired companies in asset management and investment opportunities, particularly in non-performing assets and innovative financial products [7] Market Outlook - The consolidation in the securities industry is expected to stimulate investor interest, with the overall industry price-to-book ratio currently at 1.38 times, indicating potential for strategic investment opportunities [9]

Core Viewpoint - The announcement of a "three-in-one" restructuring plan by China International Capital Corporation (CICC) to absorb Dongxing Securities and China Cinda Securities through a share swap, with a transaction value of approximately 114.3 billion yuan, is seen as a significant case of consolidation in the securities industry [1][2][14] Group 1: Transaction Details - CICC will issue new shares to the shareholders of the other two companies to complete the merger, with the share swap prices set at 36.91 yuan for CICC, 16.14 yuan for Dongxing, and 19.15 yuan for Cinda [2][15] - The exchange ratios are determined, allowing Dongxing shareholders to exchange 0.4373 shares of CICC for each share they hold, and Cinda shareholders to exchange 0.5188 shares [2][15] - Post-merger, CICC's total assets will exceed one trillion yuan, making it the fourth largest securities firm in China by assets [7][19] Group 2: Strategic Implications - The merger is expected to create a comprehensive player in the market, enhancing CICC's strengths in investment banking, private equity, and international operations, while leveraging Dongxing and Cinda's retail networks [7][19] - The combined entity will see an increase in total shares from 4.827 billion to 7.923 billion, with projected net profit rising from 6.567 billion yuan to 9.52 billion yuan by Q3 2025 [2][16] Group 3: Market Reactions and Long-term Outlook - Major international banks view the merger as a strategic move for long-term growth, with expectations of improved earnings per share (EPS) driven by business synergies and market share expansion [3][16] - The merger is aligned with national policies aimed at enhancing the competitiveness of leading financial institutions, marking a shift towards a new era of mergers in the securities industry [10][24] Group 4: Shareholder Protections - The restructuring plan includes mechanisms to protect minority shareholders, offering them options for cash compensation or the right to sell their shares at a fair price [4][17] - Key shareholders have committed to locking their shares for 36 months, signaling confidence in the long-term prospects of the merged entity [6][18]

Core Viewpoint - The merger of China International Capital Corporation (CICC) with Dongxing Securities and Cinda Securities marks a significant milestone in the industry, entering the operational phase of a rare "three-in-one" restructuring [1][2]. Group 1: Merger Details - The restructuring plan was disclosed on December 17, with share exchange prices set at 36.91 CNY for CICC, 16.14 CNY for Dongxing Securities, and 19.15 CNY for Cinda Securities [2]. - The exchange ratios are 1:0.4373 for Dongxing Securities and 1:0.5188 for Cinda Securities, with CICC expected to issue approximately 3.096 billion new A-shares [3]. Group 2: Strategic Implications - The merger is expected to enhance CICC's total asset scale to over 1 trillion CNY, positioning it among the top in the industry in terms of revenue and capital strength [3]. - The integration aims to create a comprehensive service system covering institutional and retail clients, both domestic and international, significantly improving service capabilities and resilience against market fluctuations [4]. Group 3: Industry Impact - The merger is seen as a model for future financial institution restructuring, accelerating the trend of concentration among leading firms and shifting the industry focus from quantity to quality competition [5]. - The restructuring aligns with national strategies to build a first-class investment bank and reflects the regulatory push for optimizing the structure of the securities industry [6][7]. Group 4: Future Outlook - CICC aims to leverage the scale advantages from the merger to drive high-quality development and contribute to the long-term growth of China's capital markets [8].

Group 1 - The core event is the proposed stock swap merger of China International Capital Corporation (CICC) with Dongxing Securities and Xinda Securities, with CICC as the surviving entity and no additional fundraising involved [1][2] - The merger is expected to significantly enhance CICC's comprehensive strength, with net asset scale projected to increase from 115.5 billion yuan to 171.5 billion yuan, an increase of approximately 56 billion yuan [2] - The merger will complement CICC's capabilities in fixed income, foreign exchange, and brokerage services, potentially increasing the asset scale available for these businesses to between 111.9 billion yuan and 167.9 billion yuan [2] Group 2 - The merger is anticipated to reshape the competitive landscape of the industry, creating a brokerage firm that ranks among the top in asset scale, net capital, and business coverage [3] - The combined strengths of Dongxing Securities and Xinda Securities in network, client base, and capital resources will enhance CICC's investment banking, professional investment, cross-border trading services, and wealth management capabilities [3] - This merger marks a significant step towards establishing a world-class investment bank in China that can compete with international leaders like Goldman Sachs and Morgan Stanley [3]