Di Yi Cai Jing·2025-11-13 09:51Core Viewpoint - The merger process between Xiangcai Co. and Dazhihui has encountered legal challenges, raising questions about the future of the merger [1][2]. Summary by Sections Merger Progress - Xiangcai Co. plans to absorb Dazhihui through a share swap, with a total of 22.82 billion shares to be issued and a fundraising target of up to 8 billion yuan [1][6]. - The merger proposal was accepted by the Shanghai Stock Exchange on October 23 [6]. Legal Dispute - Wang Gongwei has filed a lawsuit against Dazhihui, claiming that the merger constitutes a related party transaction that did not follow necessary auditing or evaluation procedures [1][2]. - Dazhihui asserts that it has complied with all relevant procedures and that the resolutions passed at the shareholders' meeting are valid [2][4]. Shareholding Structure - As of September 2023, Xiangcai Co. holds 1.92 million shares of Dazhihui, representing a 9.66% stake, making it the second-largest shareholder [2]. - Dazhihui's board member Jiang Jun also serves as a director at Xiangcai Co., indicating a close relationship between the two companies [2]. Regulatory Compliance - Dazhihui claims that it has followed the necessary rules for the merger, including obtaining opinions from multiple intermediary institutions [4]. - The company argues that the merger does not require an audit or evaluation of Xiangcai Co. as it does not involve asset purchases or sales [4]. Potential Impact of Lawsuit - The lawsuit could potentially affect the merger process, as a ruling in favor of the plaintiff may require the shareholder resolutions to be revoked [7]. - There is a possibility of a settlement, and the outcome will depend on future developments [7]. Historical Context - The merger is seen as a significant consolidation in the securities industry, following previous notable mergers [6]. - Xiangcai Co. and Dazhihui have a history of attempted collaborations, including a failed acquisition in 2015 and a share purchase in 2020 [7].