本次交易后，中金公司将承继及承接东兴证券、信达证券的全部资产、负债、业务、人员、合同、资质及其他一 切权利与义务，全面整合三方资源，进一步提升发展潜能。 据估计，合并后的中金公司资产规模将超过万亿元，营业网点数量将提升至436家，零售客户数也将超过1400万 户。 长江商报消息●长江商报记者 徐佳 备受市场瞩目的汇金系三家券商整合重组方案出炉。 停牌数日后，12月17日晚间，中金公司（601995.SH、03908.HK）披露重组预案，中金公司将以换股方式吸收合 并东兴证券（601198.SH）、信达证券（601059.SH）。 本次交易中，中金公司、东兴证券、信达证券的A股股票换股价格分别为36.91元/股、16.14元/股、19.15元/股，东 兴证券与中金公司的换股比例为1:0.4373，信达证券与中金公司的换股比例为1:0.5188，中金公司拟发行的股份数 量合计30.96亿股，总股本将增加至79.23亿股，其中A股总股本将增加至60.2亿股。 合并后总股本将增至79.23亿股 根据交易方案，中金公司将向东兴证券、信达证券全体A股换股股东发行中金公司A股股票，并且拟发行的A股股 票将申请在上交所上市流 ...

Core Viewpoint - The announcement by China International Capital Corporation (CICC) regarding the proposed stock-swap merger with Dongxing Securities and Xinda Securities accelerates consolidation in the investment banking sector, potentially enhancing international competitiveness and strengthening the industry’s Matthew effect [1] Industry Summary - The merger is expected to increase industry concentration and catalyze valuation recovery for the brokerage sector [1] - Listed brokerages reported better-than-expected performance in Q3, with annual profit growth anticipated to be high [1] - The current price-to-book (PB) ratio for the sector stands at 1.4 times, which is at the 36th percentile over the past decade, indicating a mismatch with performance [1] Stock Selection Strategy - The focus should be on brokerages with solid fundamentals but whose valuations remain misaligned with their performance [1] - Brokerages with a high A-share to H-share premium should also be considered for investment [1]

发布换股吸收合并预案后的第二天，中金公司、东兴证券、信达证券复牌后大涨并领涨行业个股，展现 出市场对于头部券商合并的向好预期。截至12月18日10时30分，3只个股仍维持涨超5%的态势。从股价 看，中金公司为36.76元/股，东兴证券和信达证券分别为14.44元/股和18.7元/股。在业内人士看来，券 商合并大幕拉开只是开始，凭借各方资源的有机结合，合并后公司的财务结构韧性有望增强。从行业角 度看，近年来头部券商并购潮兴起、行业洗牌加快，后续中大型券商进行战略重组可行性、必要性提 升。 从12月17日披露的预案来看，本次交易定价以各方董事会决议公告日前20个交易日均价作为基准价，吸 收合并方中金公司作为存续主体，换股价为36.91元/股，被吸收合并方东兴证券的换股价为16.14元/ 股，信达证券的换股价为19.15元/股。在业内人士看来，该交易方案充分体现了两家公司的资产价值， 并有利于平衡各方股东利益。 此外，为保护中小投资者权益，预案内容显示，中金公司A股及H股异议股东可行使收购请求权，东兴 证券与信达证券的异议股东享有现金选择权。此外，包括中央汇金、中国东方、中国信达在内的主要股 东已出具长期承诺，将其 ...

Market Overview - The S&P 500 index has experienced four consecutive declines, primarily driven by large technology stocks[1] - Major U.S. indices collectively fell, with the Nasdaq down nearly 2%[9] - The S&P 500 closed at 6,800, reflecting a decline of 1.16% for the day and a year-to-date increase of 14.28%[3] Hong Kong Market Performance - The Hong Kong stock market showed a significant recovery in the afternoon, with major indices rebounding after two consecutive days of decline[9] - Large technology stocks such as Meituan and Kuaishou rose nearly 2%, while Tencent and Alibaba increased over 1%[9] - The financial sector saw a collective rise, with China Life Insurance up over 4% and CITIC Securities up over 3%[9] Sector Highlights - Precious metals stocks strengthened, with China Silver Group rising over 7% due to a weaker dollar and expectations of interest rate cuts, pushing silver prices above $66 per ounce[9] - The aviation sector saw gains, with China Southern Airlines up over 5% as ticket bookings surged ahead of the New Year holiday[9] - The lithium battery sector also rose, driven by a significant increase in lithium carbonate futures prices, with Tianqi Lithium up 5.83%[9] Economic Indicators - Japan's November exports grew by 6.1% year-on-year, exceeding market expectations, with a trade surplus of 322.2 billion yen[13] - The U.S. Treasury yields have shown fluctuations, impacting market sentiment and investment strategies[18]

（来源：中国金融信息中心） CFIC导读 ◆中金公司、东兴证券均涨停价开盘，信达证券高开6.8%。 原标题："券商航母"合并预案出炉 中金、东兴涨停价开盘 中金公司、东兴证券均涨停价开盘，信达证券高开6.8%。 消息面上，备受市场瞩目的中金公司吸收合并东兴证券、信达证券，迎来重要进展。 12月17日，中金公司与东兴证券、信达证券同步披露重大资产重组预案，每股东兴证券、信达证券能换 取中金公司股票的比例，分别确定为1:0.4373、1:0.5188。此外，三家公司股票于12月18日复牌。 根据披露的预案，本次交易定价以各方董事会决议公告日前20个交易日均价作为基准价格，吸收合并方 中金公司作为存续主体，换股价格为36.91元／股，被吸收合并方东兴证券换股价格为16.14元／股，信 达证券换股价格为19.15元／股。该交易方案充分体现了两家公司资产价值，并有利于平衡各方股东利 益。 来源：市场资讯 微信编辑：胡闻哲 "国社之镜·世纪光影"新华社新闻摄影展 "国社之镜、世纪光影"新华社新闻摄影展由中国金融信息中心、新华社上海分社、中国图片社、上海证 券报、中经社上海总部、新华投控联合承办，欢迎社会各界组团参观。 展 ...

Core Viewpoint - The merger of China International Capital Corporation (CICC), Dongxing Securities, and Cinda Securities marks a significant restructuring in the Chinese securities industry, aiming to create a "super investment bank" with enhanced capital strength and comprehensive financial services capabilities [1][2]. Summary by Sections Merger Details - The merger will be executed through a share swap, with CICC as the surviving entity, absorbing all assets, liabilities, and personnel from Dongxing and Cinda Securities [1]. - Following the merger, CICC's total assets are expected to exceed 1 trillion RMB, significantly enhancing its capital strength and positioning it among the top players in the industry [1][4]. Strategic Intent - This merger is a strategic move to align with national policies aimed at cultivating top-tier investment banks and enhancing the financial supply-side reform [2]. - The merger aims to transform scale advantages into comprehensive financial service capabilities, enhancing resilience and international competitiveness [2]. Share Exchange Mechanism - The share exchange prices are set at 36.91 RMB for CICC, 16.14 RMB for Dongxing, and 19.15 RMB for Cinda, reflecting a premium over previous closing prices [2][4]. - Approximately 3.096 billion new shares of CICC will be issued to complete the exchange [3]. Shareholder Protection Mechanisms - The merger includes multiple layers of shareholder protection, such as dissenting shareholder rights and lock-up periods for major shareholders [4]. - The exchange ratios for Dongxing and Cinda shareholders reflect premiums of approximately 23% and 7.6%, respectively, indicating consideration for minority shareholders [4]. Industry Impact - The merger is expected to create a leading "super" securities group, fundamentally reshaping the competitive landscape of the Chinese securities industry [5][7]. - CICC's financial and operational metrics will see a historic leap, setting new benchmarks for industry leaders [5]. Financial Projections - Post-merger, CICC's annualized revenue is projected to exceed 50 billion RMB, with net profits reaching around 15 billion RMB, positioning it among the top three in the industry [5]. - The merger will expand CICC's network to over 400 branches, enhancing its reach to more than 4 million retail clients [5]. Synergy and Operational Efficiency - The merger is expected to enhance capital efficiency and regional coverage, leveraging the strengths of each entity to create a comprehensive service platform [6][10]. - The integration aims to provide a full lifecycle of financial services, from startup to restructuring, enhancing client engagement and operational efficiency [10]. Strategic Vision - The merger aligns with national financial strategies, aiming to reduce the number of institutions while improving quality and service efficiency [12]. - The combined entity will focus on creating a unique ecosystem that integrates investment banking, asset management, and special asset operations [12]. Market Outlook - Analysts maintain a "buy" rating for CICC's A/H shares, citing the merger's potential to strengthen capital and enhance competitive positioning [13]. - The success of the merger will depend on the realization of synergies and the ability to transform from a physical merger to a value-creating entity [13].

Group 1 - The core development is the announcement of a significant asset restructuring plan by China International Capital Corporation (CICC), Dongxing Securities, and China Cinda Securities, marking the first "three-in-one" merger in the brokerage industry [1][6] - The merger is part of a broader initiative by the China Securities Regulatory Commission (CSRC) to consolidate the industry, aiming to form around 10 high-quality leading institutions within five years and 2 to 3 internationally competitive investment banks by 2035 [3][8] - CICC will be the surviving entity in the merger, acquiring Dongxing Securities and China Cinda Securities through a share exchange, with share prices set at 36.91 CNY for CICC, 16.14 CNY for Dongxing, and 19.15 CNY for Cinda, reflecting a 26% premium for Dongxing [3][8] Group 2 - Post-merger, the total assets of the combined entity are expected to exceed 1 trillion CNY, making it the fourth brokerage in China to reach this scale, following CITIC Securities, Guotai Junan Securities, and Huatai Securities [4][9] - CICC has strengths in investment banking and cross-border business, while Dongxing and Cinda have established retail networks in regions like Fujian and Liaoning, enhancing the overall service capability and customer reach after the merger [4][9] - Following the announcement, stocks of the three brokerages surged, with Dongxing Securities hitting the daily limit, CICC's A-shares rising by 3.70%, and Cinda Securities increasing by 2.47% [10]

Core Viewpoint - The merger of CICC, Dongxing Securities, and Cinda Securities marks a significant advancement in the securities industry, with expectations of creating a leading investment bank and enhancing competitive positioning in the market [1][2]. Group 1: Merger Details - CICC announced a major asset restructuring plan to absorb Dongxing Securities and Cinda Securities, with a share swap ratio set at 1:0.4373 for Dongxing and 1:0.5188 for Cinda [3]. - The share swap prices are determined based on the average price over the 20 trading days prior to the board resolution announcement, with CICC's price at 36.91 CNY, Dongxing's at 16.14 CNY, and Cinda's at 19.15 CNY [3]. - CICC plans to issue approximately 3.096 billion new A-shares as part of the merger, with Central Huijin maintaining a 24.44% stake post-merger [3][4]. Group 2: Strategic Implications - The merger aims to enhance CICC's comprehensive service capabilities across various business areas, including capital markets, wealth management, research, investment banking, and asset management [2][6]. - The combined entity is expected to become the fourth securities company in A-shares with total assets exceeding 1 trillion CNY, and projected revenues ranking third in the industry [1][6]. Group 3: Market Reactions and Future Outlook - Analysts predict that the merger will stabilize CICC's long-term return on equity (ROE) expectations and improve its competitive edge in the market [6]. - The merger is seen as a strategic move to enhance CICC's capital strength and market share, potentially benefiting from future regulatory relaxations and new business trials [6]. - The integration of resources from Dongxing and Cinda is expected to create significant synergies, particularly in wealth management and investment banking services [7][8]. Group 4: Operational Enhancements - Post-merger, CICC's number of service outlets will increase from 245 to 436, significantly enhancing its market presence, especially in Fujian and Liaoning [7]. - The retail client base is projected to exceed 14 million, representing a growth of over 50%, while the number of investment advisors will increase by over 40% [7]. - The asset management scale is expected to exceed 800 billion CNY, enhancing CICC's capabilities in managing public funds and optimizing its product offerings [7][8].

Market Overview - The A-share market experienced mixed fluctuations, with the ChiNext index falling over 2%. Sectors such as AI healthcare, commercial aerospace, retail, and IP economy saw significant gains, while battery, lithium mining, Hainan, and PCB sectors faced notable declines [1][4]. - As of the close, the Shanghai Composite Index rose by 0.16%, while the Shenzhen Component Index fell by 1.29%, and the ChiNext Index dropped by 2.17% [4][5]. Sector Performance - AI healthcare concepts surged, with companies like Huaren Health and Sairui Medical hitting the daily limit [5]. - The commercial aerospace sector saw a strong performance, with stocks like Shengyang Technology and Tianjian Technology also reaching the daily limit [11]. - Retail and IP economy stocks rallied, with Baida Group achieving six consecutive trading limit ups [5]. - Conversely, computing hardware stocks declined, with companies like Shengyi Technology and Jingwang Electronics dropping over 5% [5]. Policy and Economic Outlook - The Central Financial Office emphasized that expanding domestic demand will be a top priority for next year, focusing on structural changes in consumption to stimulate demand from both supply and demand sides [1]. - The National Development and Reform Commission, along with five other departments, issued guidelines for the clean and efficient utilization of coal, tightening standards compared to the 2022 version, which may increase demand for high-quality coal [2]. Hong Kong Market - The Hong Kong market saw the Hang Seng Index close up by 0.12%, while the Hang Seng Tech Index fell by 0.73%. The aviation and resource sectors led the gains, while technology manufacturing and consumer sectors generally adjusted downwards [7][8]. Commodity Market - The domestic commodity futures market closed mostly higher, with palladium hitting the daily limit and coking coal rising by 6.07%. However, the shipping index (European line) fell by 3.06%, and polysilicon dropped by 2.60% [2][10]. Bond Market - The bond futures market saw an increase across the board, with the 30-year main contract rising by 0.52%, the 10-year contract by 0.07%, and shorter-term contracts also showing gains [3][10]. AI Healthcare Development - Ant Group launched the AI health assistant application "Ant Ai Fu," which has rapidly gained popularity, exceeding 15 million monthly active users. This reflects the significant market potential of integrating generative AI with health management [16]. - The increase in flu activity since November has boosted demand for related medications, further supporting the AI healthcare sector [15][16]. Commercial Aerospace Support - The Shanghai Municipal Government is focusing on commercial aerospace as a key area in its upcoming "14th Five-Year Plan," with plans to establish development funds to support this emerging strategic industry [11][13].

Core Viewpoint - The report from Guojin Securities highlights the proposed share-swap merger of Zhongjin Company with Dongxing Securities and Xinda Securities, indicating an acceleration in consolidation within the investment banking sector, which may enhance international competitiveness and strengthen the industry's Matthew effect [1] Summary by Sections Merger Proposal Highlights - The controlling shareholder remains unchanged, with Central Huijin still being the controlling shareholder and actual controller of Zhongjin Company [1] - The share-swap pricing for Zhongjin Company is set at 36.91 CNY per share, based on the average trading price over the last 20 trading days, while Dongxing Securities is priced at 16.14 CNY per share, reflecting a 26% premium [2] Development Outlook - The merger is expected to improve comprehensive rankings, with Zhongjin Company, Xinda Securities, and Dongxing Securities moving up in total assets, net assets, and net profit rankings post-merger [3] - The number of business outlets for Zhongjin Company is projected to increase from 245 to 436, enhancing regional distribution and customer base, with retail clients expected to rise from 9.72 million to over 14 million [3] - Capital efficiency is anticipated to improve, with the operating leverage ratios of Zhongjin Company, Dongxing Securities, and Xinda Securities being 5.42, 3.20, and 3.84 respectively, allowing for better capital utilization and international business expansion [4]