国泰君安&海通证券吸收合并预案点评:券商并购标杆项目预案出炉,配套定增超预期!
2024-10-10 02:51

Investment Rating - The industry investment rating is "Overweight" indicating a positive outlook for the non-bank financial sector [2][8]. Core Insights - The merger proposal between Guotai Junan and Haitong Securities has been released, with a significant capital increase of up to 10 billion yuan, which is above expectations [2]. - The merger is expected to create a new leading brokerage firm, with total assets and net assets projected to reach 1,619.5 billion yuan and 331.1 billion yuan respectively, surpassing CITIC Securities [2]. - The merger will enhance operational efficiency and market coverage, with Guotai Junan's network expanding to over 700 branches [2]. - The merger is seen as a benchmark project in the current brokerage consolidation cycle, potentially setting a precedent for future mergers in the industry [2]. Summary by Sections Merger Details - Guotai Junan plans to issue 8.1 billion shares to acquire Haitong Securities at a swap ratio of 1:0.62, with Haitong's A shares priced at 8.57 yuan and H shares at 4.79 HKD, reflecting a 38% premium [2]. - The capital increase will not be contingent on the success of the merger, with a subscription price set at 15.97 yuan per share [2]. Shareholder Changes - Post-merger, the total number of shares held by A-share shareholders will increase from 751.2 million to 1,349.8 million, while the proportion held will decrease from 84.37% to 79.38% [4]. - The International Group will become the largest shareholder with a 20.40% stake after the capital increase [4]. Market Performance - The brokerage index rose by 54.2% during the period from September 24 to October 8, indicating strong market sentiment towards the sector [2]. - The average price-to-book (PB) ratio for Chinese brokerage firms listed in Hong Kong is currently at 0.74, which is an increase of 0.27 compared to the historical average [2]. Investment Recommendations - The report suggests focusing on the ongoing mergers and acquisitions within the brokerage sector, recommending stocks such as Guotai Junan, Haitong Securities, and others [2].