Group 1 - The core opinion of the article is that Guosen Securities is proceeding with a share issuance to acquire 96.08% of the shares of Wanhua Securities, which will become a subsidiary after the transaction [4][12] - The transaction does not involve raising matching funds and is based on the evaluation report dated June 30, 2024, which values the total equity of Wanhua Securities at approximately 540.37 million yuan [5][6] - The agreed transaction price for the shares is 5,191,837,913.76 yuan, with the issuance of A-shares as the payment method [6][9] Group 2 - The issuance price for the shares is set at 8.25 yuan per share after adjustments for dividends, which is above the required minimum of 80% of the average trading price over the previous 60 trading days [8][9] - The total number of shares to be issued is calculated to be 629,313,683 shares, which will be rounded down to the nearest whole number [9] - The lock-up period for the newly issued shares is set for 12 months from the completion of the issuance [10] Group 3 - The transfer of rights and risks for the assets will occur upon the completion of the delivery, with Guosen Securities becoming the shareholder of Wanhua Securities [12] - The necessary approvals and authorizations for the transaction have been obtained, ensuring compliance with relevant laws and regulations [11][13] - The subsequent major matters related to the transaction include applying for share registration and listing, as well as fulfilling information disclosure obligations [12][13]