本次交易前，湘财股份主营业务以证券服务业为主。湘财股份全资子公司湘财证券是首批全国性综合类 证券公司，其中经纪、信用交易、财富管理、投资银行、资产管理等业务板块形成了较为成熟的经营思 路和盈利模式，并构建了包括证券、基金管理、另类投资等在内的综合性证券金融服务体系。大智慧在 金融科技行业深耕二十余年，已成为中国领先的金融信息服务商之一，可以为各层次的个人及机构客 户，提供全面、准确、及时的金融信息服务。 北京博星证券投资顾问有限公司研究所所长邢星对《证券日报》记者表示："此次湘财股份与大智慧的 换股合并，是资本市场'流量+牌照'模式的一次深度实践。湘财股份与大智慧的整合更强调'技术基 因'与'牌照资源'的直接耦合。大智慧超亿级注册用户及成熟的AI技术积累，与湘财证券全业务牌照形 成互补，既规避了头部券商'重资产+广网点'的同质化竞争，又通过'先投顾、后交易、再信用'的递进式 打法，精准切入财富管理细分市场，为中小券商数字化转型提供了新范式，或将成为行业资源整合的新 标杆。" 交易完成后，湘财股份总股本将由约28.59亿股增至51.41亿股。股权结构方面，本次换股实施后，湘财 股份实控人黄伟直接及间接控制的11 ...

Core Viewpoint - Xiangcai Co. plans to absorb and merge with Dazhihui through a share swap, with the share swap ratio set at 1:1.27, leading to the issuance of 2.282 billion shares of Xiangcai Co. [5][7] Group 1: Merger Details - The share swap price for Xiangcai Co. is set at 7.51 CNY per share, while for Dazhihui it is 9.53 CNY per share [5][7] - After the merger, Dazhihui will be delisted and its controlling shareholder Zhang Changhong will hold 17.32% of Xiangcai Co. [5][8] - Xiangcai Co.'s total share capital will increase to 5.141 billion shares post-merger [7] Group 2: Financial Aspects - Xiangcai Co. plans to raise up to 8 billion CNY from no more than 35 specific investors, with 2.5 billion CNY allocated for financial model and digitalization projects [8] - The remaining funds will be used for various projects, including big data engineering and international financial technology [8] Group 3: Historical Context - Xiangcai Co. was originally established in 1994 and transformed into a securities service company after acquiring Xiangcai Securities in 2020 [9] - Dazhihui, founded in 2000, has faced challenges in recent years, including a loss of 201 million CNY in 2024 and a loss of 340,070 CNY in the first half of 2025 [10] Group 4: Strategic Implications - The merger aims to leverage the strengths of both companies, focusing on the integration of internet finance and securities services [10][11] - Xiangcai Securities emphasizes a strategy of "specialization + technology + capitalization" to survive in a competitive market [11]

出品：新浪财经上市公司研究院 作者：郑权 2025年上半年，150家券商实现营业收入2510亿元，同比增长23%，实现净利润1123亿元，同比增长40%。42家上市券 商2025年上半年合计实现营业总收入2519亿元，同比增长31%；实现归母净利润1040亿元，同比增长65%。 研究认为，证券IT厂商是国内证券投资市场生态体系的重要组成部分。证券投资市场主要由投资者、证券公司、交易 所、监管机构、证券科技服务商组成。证券IT服务商主要面向证券公司、资管机构等B端客户，提供交易系统等软件系 统支持。代表机构为恒生电子、金证股份、顶点软件、财富趋势、同花顺、大智慧等，其中，前三家公司主要面向B端 金融机构，后三家公司主要面向C端投资者。 大智慧的主要业务聚焦在证券信息服务、大数据及数据工程服务、境外业务三大板块。其中，证券信息服务的产品形态 包括金融资讯及数据 PC 终端服务系统、金融资讯及数据移动终端服务系统、证券公司综合服务系统和直播平台等。金 融资讯及数据 PC 终端服务系统的 2C 产品包括："大智慧365"、"大智慧专业版"、"大智慧财富版"、"大智慧策略投资终 端"以及"大智慧港股通专业版"等。 20 ...

Core Viewpoint - The merger between Xiangcai Co. and Dazhihui marks a significant strategic move in the financial services sector, aiming to create a synergistic effect that enhances their competitive positioning in the market [1][4]. Merger Details - Xiangcai Co. plans to absorb Dazhihui through a share swap, issuing A-shares to Dazhihui shareholders at a swap ratio of 1:1.27, resulting in the issuance of approximately 2.282 billion shares [2][3]. - The merger will lead to the termination of Dazhihui's listing and the cancellation of its legal entity, with Xiangcai Co. continuing operations and inheriting all assets, liabilities, and rights from Dazhihui [2][3]. Financial Aspects - The pricing for the share swap is based on the average stock prices over the last 120 trading days, set at 7.51 CNY per share for Xiangcai and 9.53 CNY for Dazhihui [2]. - Xiangcai Co. aims to raise up to 8 billion CNY to invest in five key areas, including 2.5 billion CNY for financial modeling and digital securities, and 1.5 billion CNY for wealth management integration [3]. Strategic Rationale - The merger is positioned to create a "1+1>2" effect, combining Xiangcai's securities service capabilities with Dazhihui's financial information services, addressing the evolving needs of the financial industry [4][5]. - The integration is expected to enhance Xiangcai's market position by leveraging Dazhihui's data resources and technology, thereby improving its service offerings in wealth management and intelligent investment advisory [5]. Market Performance - Following the announcement, Xiangcai Co.'s stock rose by 4.11% to 12.68 CNY per share, while Dazhihui's stock increased by 0.32% to 15.73 CNY per share [6].

Core Viewpoint - The merger between Xiangcai Co., Ltd. and Dazhihui has been approved by both boards, pending shareholder and regulatory approvals, with Xiangcai adopting a share-swap method to absorb Dazhihui [1][2] Group 1: Merger Details - The merger will involve Xiangcai issuing A-shares to Dazhihui shareholders, leading to Dazhihui's delisting and dissolution, while Xiangcai will inherit all of Dazhihui's assets, liabilities, and rights [1] - The share-swap ratio is set at 1:1.27, meaning each Dazhihui share can be exchanged for 1.27 new shares of Xiangcai [2] - The average stock prices for the 120 trading days prior to the merger announcement were 7.51 CNY for Xiangcai and 9.53 CNY for Dazhihui [2] Group 2: Business Implications - Post-merger, the surviving company will expand its business to include domestic and international securities information services, big data, and data engineering services, enhancing its financial information service offerings [3] - The merger aims to leverage the strengths of both companies, facilitating resource sharing, technological collaboration, and market synergy, ultimately enhancing competitive advantages in financial services [3] Group 3: Shareholding Changes - Following the merger, Xiangcai's total share capital will increase to 514,134.37 million shares, with 228,215.60 million new shares issued [3] - The actual controller of Xiangcai, Huang Wei, will maintain his shareholding at 115,428.28 million shares, representing 22.45% of the total shares, while Zhang Changhong, the controlling shareholder of Dazhihui, will hold 89,063.63 million shares, or 17.32% [4] - Significant changes in the shareholding structure will occur, but control will remain with Huang Wei, as Zhang Changhong has committed not to seek control [4]

炒股就看金麒麟分析师研报，权威，专业，及时，全面，助您挖掘潜力主题机会！ 9月25日晚，湘财股份（600095）与大智慧（601519）各发布多份公告，正式披露换股吸收合并事项的 关键草案，标志着这两家企业的合并事项取得实质性进展。 根据公告，湘财股份拟通过换股方式吸收合并大智慧，并配套募集80亿元资金用于金融科技领域布局。 湘财股份的A股换股价格为7.51元/股，大智慧的A股换股价格为9.53元/股，换股比例为1：1.27（即大智 慧股东持有的每1股大智慧股票可以换取1.27股湘财股份股票）。 截至26日午间收盘，湘财股份涨5.34%，报12.83元/股；大智慧涨2.30%，报16.04元/股。 | 湘财股份 (600095) 画 | | | | | | | --- | --- | --- | --- | --- | --- | | 12.83 | 10.65 +5.34% | | | | 十 中 买 英 | | ム | 闪买 | | | 闪要 | | | 交易状态:午间休市 | | | | | | | 行情报价 | | | | | | | 成交量 | 126万手 | 取尚 | 13.15 | 今井 | 1 ...

Core Viewpoint - The merger between Xiangcai Co. and Dazhihui marks a significant development in their decade-long relationship, with Xiangcai proposing a share swap to absorb Dazhihui, indicating a strategic shift in their business operations [1][2]. Summary by Sections Merger Details - On September 25, Dazhihui disclosed a restructuring report, with Xiangcai proposing a share swap at a ratio of 1:1.27, resulting in the issuance of 22.82 billion shares and an increase in Xiangcai's total share capital to 51.41 billion shares [1][2]. - Dazhihui plans to raise up to 8 billion yuan for various projects, including financial modeling and digital transformation [1]. Corporate Structure Post-Merger - Following the merger, Dazhihui will be delisted and Xiangcai will inherit all of Dazhihui's assets, liabilities, and operations, while Xiangcai's major shareholder, New Lake Holdings, will see its ownership percentage decrease from 40.37% to 22.4% [2]. - Xiangcai remains the second-largest shareholder of Dazhihui with a 9.66% stake, and the merger will not alter Xiangcai's control [2]. Historical Context - The relationship between Xiangcai and Dazhihui dates back to 2014 when Dazhihui attempted to acquire Xiangcai Securities for 8.5 billion yuan to gain a brokerage license [3][4]. - The acquisition was initially approved but was halted due to Dazhihui's regulatory issues, including financial fraud allegations [4]. Financial Performance - For the reporting period, Xiangcai achieved a total revenue of 1.144 billion yuan, a year-on-year increase of 4.63%, and a net profit of 142 million yuan, up 93.12% [5]. - Dazhihui reported a revenue of 379 million yuan, a 13.19% increase, but incurred a loss of 340 million yuan [5]. Market Comparison - Analysts suggest that the merger aims to replicate the success of Dongfang Caifu, which effectively transitioned from an internet platform to a brokerage, but current market conditions differ significantly from those in 2016 [5]. - The current brokerage environment has seen a decline in commission rates, making it challenging for Xiangcai and Dazhihui to achieve similar profitability as Dongfang Caifu did in its early years [5].

Core Viewpoint - The stock of Shanghai Dazhihui Co., Ltd. has shown significant price movements and trading activity, indicating investor interest and potential growth in the internet financial information service sector [1][2]. Company Overview - Shanghai Dazhihui Co., Ltd. was established on December 14, 2000, and went public on January 28, 2011. The company focuses on internet financial information services, primarily in three segments: securities information services, big data and data engineering services, and overseas business [2]. - The revenue composition includes: 50.75% from financial information and data PC terminal services, 15.50% from Hong Kong stock services, 13.73% from advertising and internet business promotion services, 11.56% from comprehensive services for securities companies, and smaller contributions from other services [2]. Financial Performance - For the first half of 2025, the company reported revenue of 379 million yuan, a year-on-year increase of 13.19%. However, it recorded a net profit attributable to shareholders of -3.47 million yuan, although this reflects a significant year-on-year improvement of 97.48% [2]. - The company has distributed a total of 174 million yuan in dividends since its A-share listing, with no dividends paid in the last three years [3]. Shareholder Information - As of June 30, 2025, the number of shareholders decreased by 13.50% to 133,700, while the average circulating shares per person increased by 14.76% to 14,883 shares [2]. - The top ten circulating shareholders include Hong Kong Central Clearing Limited and Southern CSI 1000 ETF, with notable changes in their holdings [3]. Stock Performance - As of September 26, the stock price increased by 2.04% to 16.00 yuan per share, with a total market capitalization of 31.83 billion yuan. Year-to-date, the stock has risen by 72.97% [1]. - The stock has appeared on the "Dragon and Tiger List" nine times this year, indicating significant trading activity, with the latest appearance on September 18, where net buying was -329 million yuan [1].

Industry News - The China Nonferrous Metals Industry Association opposes "involution" competition in the copper smelting industry, emphasizing that it harms national and industry interests and deviates from high-quality development goals [1] - The Ministry of Commerce of China has added three US companies to the unreliable entity list and three others to the export control list, prohibiting them from engaging in import and export activities related to China [2] - The Ministry of Commerce calls for countries to jointly oppose unilateralism and protectionism, stressing that third-party interests should not be sacrificed due to coercion from others [2] - The total scale of public funds in China has surpassed 36 trillion yuan, marking the fifth historical high this year, with significant growth in stock and mixed funds [3] Company News - The stock of Upwind New Materials will be suspended for verification after rising over 1800% this year, marking its second suspension since a change in control was disclosed [4] - Ganfeng Lithium plans to introduce investors for a capital increase of up to 2.5 billion yuan for its subsidiary, Ganfeng Lithium Battery [4] - Jingfeng Mingyuan has entered mass production of its second-generation DrMos chips, which have been adopted by multiple clients, driving business growth [5] - Pingmei Shenma Group is undergoing a strategic restructuring, which will not significantly impact Pingmei Co.'s operations [5] - Lvtian Machinery clarifies that it has no relationship or business cooperation with Zhuhai Lvtian Machinery Co., Ltd. [6] - Xiamen International Trade holds a 0.67% stake in Mohr Thread through its investment fund [7] - Yuexiu Capital confirms that Mohr Thread is one of its investment projects, with no significant impact on current operating performance [8] - Dazhihui announces a share swap with Xiangcai Co., with a swap price of 9.53 yuan per share for Dazhihui [9] - Putailai has delivered dry and solid-state battery equipment to major domestic and international clients [10] - Hailunzhe's investment in Suzhou Yisheng Robotics is expected to positively impact future performance due to increased demand from Apple [11] - Hanyu Pharmaceutical plans to raise up to 968 million yuan for the development of semaglutide and other projects [12] - Tianen Kang's subsidiary has received approval for clinical trials of a new drug for rosacea, a first in the domestic market [12] - Baili Tianheng's innovative drug has been included in the list of breakthrough therapies by the National Medical Products Administration [13]

Group 1 - Xiangcai Co. plans to conduct a stock swap to absorb Dazhihui, issuing A-shares as payment for the merger, with dissenting shareholders' buyout prices set at 7.51 CNY/share for Xiangcai and 9.53 CNY/share for Dazhihui based on the average trading prices over the last 120 trading days [1] - The total amount of funds raised for this transaction will not exceed 8 billion CNY, which will be allocated to various projects including financial models, digital securities construction, big data services, wealth management integration, international fintech projects, working capital, and debt repayment [1] - This merger is expected to enhance resource integration and strengthen the synergy between financial technology and securities business, potentially leading to a new wave of consolidation in the fintech sector [1] Group 2 - The total scale of public funds in China has surpassed 36 trillion CNY for the first time, reaching 36.25 trillion CNY, reflecting a growth of approximately 1.18 trillion CNY from the previous month [2] - The stock fund category saw a significant increase of over 630 billion CNY in August, indicating a rise in market risk appetite and attractiveness of equity assets [2] - The continuous growth in public fund scale highlights the trend of wealth shifting towards professional investment, which is expected to enhance the profitability of fund management companies and benefit brokerage sales [2] Group 3 - The incident involving a fund manager from Western Lide Fund being involved in gambling has raised concerns in the industry, leading to the termination of the manager's contract and potential damage to the company's reputation [3] - This event underscores the importance of compliance management and may prompt regulatory bodies to strengthen behavior norms for industry professionals [3] Group 4 - Caida Securities has announced a market-oriented recruitment process for various executive positions, including a general manager, to enhance operational management and competitiveness [4] - This initiative reflects the company's commitment to improving governance structures and professional management capabilities, which may positively impact stock prices [5] - The intensified competition for talent in the securities industry could lead to innovations in talent mechanisms across the sector [5]