Guosen Securities(SZ:002736) Zheng Quan Zhi Xing·2025-07-28 16:51Core Viewpoint - The report outlines the independent financial advisory opinion regarding GuoXin Securities' acquisition of assets through share issuance, emphasizing the transaction's compliance with relevant regulations and its potential benefits for the company and its shareholders [1][10]. Transaction Overview - The transaction involves GuoXin Securities acquiring 96.08% of Wanhe Securities for a total price of approximately 5.19 billion yuan [10][12]. - The acquisition is structured as a share issuance, with the transaction price based on an asset evaluation report [10][12]. Impact on Company Operations - The acquisition is expected to enhance GuoXin Securities' regional presence and operational capabilities, particularly in the Guangdong-Hong Kong-Macao Greater Bay Area and other key economic regions [17][20]. - Wanhe Securities, with its 46 branches, will provide a robust client base and extensive business channels, facilitating the integration of services and resources post-acquisition [20][19]. Financial Metrics - Post-transaction, GuoXin Securities' total assets are projected to increase from approximately 50.85 billion yuan to 52.01 billion yuan, reflecting a growth rate of 2.28% [18][25]. - The company's total liabilities will rise slightly, but the overall debt ratio is expected to decrease, indicating improved financial stability [18][25]. Shareholder Structure - Following the transaction, GuoXin Securities' total share capital will increase to approximately 10.24 billion shares, with the new shares representing 6.14% of the total [17][19]. - The controlling shareholder will remain unchanged, ensuring stability in governance and management [17][19]. Compliance and Governance - The transaction has undergone necessary approvals and will continue to adhere to regulatory requirements, including strict information disclosure obligations to protect minority shareholders [21][22]. - Lock-up agreements for the newly issued shares will be in place for 12 months to prevent immediate sell-offs by the transaction counterparties [23][24].