中国国际金融股份有限公司换股吸收合并东兴证券股份有限公司、信达证券股份有限公司预案(摘要)
Shang Hai Zheng Quan Bao·2025-12-17 18:29

Group 1 - The transaction involves a share swap merger where CICC will absorb Dongxing Securities and Cinda Securities, aiming to create a leading investment bank with international competitiveness [5][6] - The merger is expected to enhance the operational efficiency, risk resistance, and comprehensive service capabilities of the combined entity, aligning with national strategies and supporting the development of the real economy [5][14] - The merger will result in CICC inheriting all assets, liabilities, and operations of Dongxing and Cinda, leading to a significant increase in revenue and capital scale, with projected revenue of approximately 27.4 billion yuan by 2025 [14][18] Group 2 - The merger is classified as a major asset restructuring for all involved parties, including CICC, Dongxing, and Cinda, based on their audited financial reports [7][8][9] - The transaction will not result in a change of control for CICC, as it remains under the control of Central Huijin, ensuring compliance with regulatory requirements [10][11] - The merger is designed to optimize the financial institution's structure, enhance core functions, and improve competitiveness in the capital market [58][59][60] Group 3 - The transaction is subject to various approvals, including from the boards and shareholders of the involved companies, as well as regulatory bodies like the China Securities Regulatory Commission [22][26] - Measures are in place to protect the rights of minority investors, including strict information disclosure and voting arrangements [34][35][36] - The transaction will not lead to a dilution of earnings per share for CICC, as it is expected to maintain compliance with A-share listing requirements post-merger [19][39]

Cinda Securities-中国国际金融股份有限公司换股吸收合并东兴证券股份有限公司、信达证券股份有限公司预案(摘要) - Reportify