Chang Jiang Shang Bao·2025-09-28 22:59Core Viewpoint - The merger between Xiangcai Co. and Dazhihui is seen as an attempt to replicate the successful model of Dongfang Caifu, but uncertainties remain regarding the effectiveness of the integration [1][5]. Group 1: Merger Details - Xiangcai Co. plans to absorb Dazhihui through a share exchange ratio of 1:1.27 and raise up to 8 billion yuan in supporting funds [1][3]. - Following the merger, Dazhihui will cease to be listed and Xiangcai Co. will inherit all of Dazhihui's assets, liabilities, and operations [3][6]. - The share exchange prices are set at 7.51 yuan per share for Xiangcai Co. and 9.53 yuan per share for Dazhihui, resulting in an increase of Xiangcai Co.'s total shares to 5.141 billion [3][4]. Group 2: Financial Performance - Dazhihui has reported a cumulative loss of 561 million yuan in net profit from 2022 to the first half of 2025, indicating weak profitability [1][7]. - In contrast, Xiangcai Co. achieved a revenue of 1.144 billion yuan in the first half of 2025, a year-on-year increase of 4.63%, with net profit rising by 93.12% [8]. - Post-merger, the combined company's revenue is projected to increase by 32.1% to 1.511 billion yuan, but net profit is expected to decrease by 8.6% to 1.29 billion yuan [8]. Group 3: Shareholding Structure - After the merger, the New Lake Group's shareholding in Xiangcai Co. will be diluted to 22.45%, while Dazhihui's controlling shareholder Zhang Changhong and his associates will hold 17.32% of Xiangcai Co. [2][4]. - Zhang Changhong has committed not to seek control over Xiangcai Co., ensuring that the current control remains with Huang Wei [5][6]. Group 4: Strategic Implications - The merger is positioned as a strong collaboration between brokerage and financial technology, aiming to enhance Xiangcai Co.'s competitive edge in the market [5][6]. - Xiangcai Co. plans to expand its business scope to include domestic and international securities information services, big data services, and integrated wealth management projects [6].