深夜近百份公告！湘财吸并大智慧方案细节定了

Core Viewpoint - The merger between Xiangcai Co. and Dazhihui has progressed significantly, moving from the preparatory phase to the core processes of shareholder approval and regulatory review [1][2]. Group 1: Transaction Process - The transaction has officially entered the core processes of shareholder meeting approval and regulatory review, with both boards approving the draft for implementation pending necessary approvals [2]. - The business scope post-merger is clearly defined, with Dazhihui to be delisted and Xiangcai Co. inheriting all assets, liabilities, and business operations [5]. - The merger will be executed through a "share swap + supporting fundraising" approach, with a swap ratio of 1:1.27, where each share of Dazhihui can be exchanged for 1.27 shares of Xiangcai Co. [5][8]. Group 2: Fundraising and Investment Plans - Xiangcai Co. plans to raise up to 8 billion yuan from no more than 35 specific investors, with funds allocated to various projects including financial modeling, big data services, and international financial technology [8][13]. - The investment plan emphasizes financial technology and internationalization, aiming to enhance digital capabilities and market reach [13][15]. Group 3: Financial Metrics and Performance - Post-merger, the total assets and equity attributable to the parent company are expected to increase significantly, enhancing the company's operational capacity and risk resilience [12][18]. - The asset-liability ratio is projected to decrease, indicating reduced financial risk, with total assets increasing from 41.32 billion yuan to 59.13 billion yuan in the first half of 2025 [19][18]. - Profit metrics may experience short-term fluctuations due to integration costs, but long-term growth is anticipated as synergies from the merger materialize [20][22]. Group 4: Strategic Synergies and Future Outlook - The merger aims to leverage financial technology to enhance the overall service capabilities of Xiangcai Co., focusing on customer resource integration and service optimization [23]. - The company plans to expand into international markets, combining its operational strengths with Dazhihui's technological advantages to create a comprehensive international financial technology platform [24]. - The ownership structure remains stable post-merger, with key stakeholders maintaining their positions and commitments to not seek control over Xiangcai Co. [26][28]. Group 5: Transition Period Arrangements - Initial arrangements for the transition period have been outlined, ensuring both companies maintain operational stability and adhere to legal obligations during the integration process [29][30].