国信证券：发行股份购买万和证券96.08%股份完成资产整合

Transaction Overview - Transaction Method: Issuance of shares to purchase assets [1] - Target Asset: 96.08% stake in Wanhua Securities [1] - Transaction Price: 5.192 billion yuan [1] - Issuance Price: 8.25 yuan per share (adjusted for dividends) [1] - Number of Shares Issued: 629 million shares [1] Implementation Progress - Asset Transfer: Completed on August 26, 2025, with the company holding 96.08% of Wanhua Securities [1] - Capital Verification: New registered capital of 629 million yuan has been verified [1] - Share Registration: Application for new share registration accepted by Shenzhen Branch of China Securities Depository and Clearing Corporation [1] - Listing Date: Scheduled for September 10, 2025 [1] Changes in Shareholding Structure - Total Share Capital Post-Issuance: 10.242 billion shares (an increase of 629 million shares) [1] - Change in Major Shareholder's Holding: Deep Investment Control's stake diluted from 33.53% to 31.47% [1] - Control: No change in controlling shareholder or actual controller, remaining as Deep Investment Control and Shenzhen State-owned Assets Supervision and Administration Commission [1] Impact on the Company - Business Synergy: As both are securities companies, this acquisition enhances regional layout and capitalizes on Hainan Free Trade Port policy advantages [1] - Financial Performance: Growth in assets, revenue, and net profit, with a decrease in asset-liability ratio [1] - Earnings Per Share: Short-term decline in earnings per share due to share dilution [1] Lock-up Arrangement - Lock-up Period: New shares cannot be transferred within 12 months from the end of the issuance [1] - Share Nature: All shares are subject to limited transferability [1]