证券Ⅱ：国泰君安与海通证券吸收合并预案出台，合并后新主体发展值得期待

Investment Rating - The report maintains an investment rating of "Outperform the Market" for the securities industry [6][7]. Core Viewpoints - On October 9, 2024, Guotai Junan and Haitong Securities announced a merger plan, where Guotai Junan will absorb Haitong Securities through a share swap, with a swap ratio of 1:0.62 [6][7]. - The share prices for the swap are set at 13.83 CNY/share for Guotai Junan and 8.57 CNY/share for Haitong Securities, reflecting a price-to-book (PB) ratio of 0.83x and 0.69x respectively [6][7]. - The merger is expected to significantly enhance the capital strength of the new entity, with combined net assets projected to reach 331.1 billion CNY, surpassing CITIC Securities [6][7]. - Guotai Junan plans to raise up to 10 billion CNY through additional fundraising, which could further bolster the capital of the merged entity [6][7]. - The report emphasizes that the merger will likely improve the competitive position of the new entity in the industry, particularly in derivative business [6][7]. Summary by Sections Merger Details - The merger involves a share swap where each share of Haitong Securities can be exchanged for 0.62 shares of Guotai Junan [6][7]. - The swap prices are based on the average trading prices over the 60 trading days prior to the pricing date [6][7]. Financial Implications - The combined net assets of Guotai Junan and Haitong Securities will total 331.1 billion CNY, enhancing their capital strength and regional advantages [6][7]. - Guotai Junan's fundraising plan includes issuing up to 626 million A-shares at a price of 15.97 CNY/share, representing an 8.6% premium over the closing price on September 5, 2024 [6][7]. Market Outlook - The report suggests that the merger aligns with regulatory policies encouraging consolidation in the securities industry, which may accelerate structural reforms [6][7]. - The current PB valuation of the securities industry is at historical lows, indicating potential investment opportunities in leading brokerages like Huatai Securities and CITIC Securities [6][7].