2 1 Shi Ji Jing Ji Bao Dao·2025-12-17 11:52Core Viewpoint - The announcement of a major asset restructuring plan involving China International Capital Corporation (CICC), Dongxing Securities, and Xinda Securities marks a significant step in the "three-in-one" merger process, with CICC as the surviving entity through a share swap merger [1][3]. Group 1: Transaction Details - CICC will absorb Dongxing Securities and Xinda Securities through a share swap, with trading resuming on December 18 [3]. - The share swap prices are set at 36.91 CNY for CICC, 16.14 CNY for Dongxing Securities, and 19.15 CNY for Xinda Securities, leading to swap ratios of 1:0.4373 and 1:0.5188 respectively [3][6]. - Approximately 3.096 billion new A-shares of CICC will be issued as part of the transaction, significantly expanding its capital structure [7]. Group 2: Investor Protection Mechanisms - To protect minority investors, dissenting shareholders of CICC can exercise buyout rights, while dissenting shareholders of Dongxing and Xinda can opt for cash conversion of their shares [8]. - Major shareholders, including Central Huijin, have committed to a 36-month lock-up period for their shares acquired in this transaction, indicating confidence in the long-term development of the merged entity [8]. Group 3: Business Complementarity - The merger is expected to create synergies due to the complementary business structures and resource endowments of the three firms, enhancing CICC's capabilities in investment banking and private equity [9]. - CICC has established a leading position in investment banking and international business, while Dongxing and Xinda have strong foundations in mid-to-back office operations and regional markets [9]. Group 4: Financial Impact - Post-merger, CICC's total net assets are projected to exceed 170 billion CNY, significantly bolstering its capital strength [12]. - The combined operating revenue is expected to reach approximately 273.9 billion CNY, positioning CICC just behind CITIC Securities and Guotai Junan in the industry rankings [12][13]. - The merger will enhance CICC's retail brokerage capabilities, creating a balanced business model between institutional and retail services [13]. Group 5: Market Context and Trends - This merger aligns with the Chinese capital market's reform agenda, responding to policy directives aimed at enhancing the competitiveness of leading financial institutions through mergers and acquisitions [14]. - The integration reflects a market-driven approach to resource optimization, contrasting with previous administrative-led consolidations, and is expected to serve as a reference for future industry integrations [15].