Core Viewpoint - The merger between Xiangcai Co. and Dazhihui marks a significant step in the integration of traditional brokerage firms and internet-based financial service providers in the A-share market, aiming to create a new business model that combines traffic and licenses [2][5]. Summary by Sections Merger Details - Xiangcai Co. plans to absorb Dazhihui through a share swap, with Xiangcai's share price set at 7.51 CNY and Dazhihui's at 9.53 CNY. Post-merger, Xiangcai's total shares will increase to 5.141 billion, and Dazhihui will cease to be listed. An accompanying financing plan of up to 8 billion CNY will focus on financial technology [3][4]. Market Reaction - The announcement has sparked enthusiasm in the secondary market, with Xiangcai's shares hitting the daily limit and Dazhihui seeing a rise of over 5% on the day of the announcement. This trend continued with further increases in share prices for both companies [4]. Business Synergy - The merger is expected to create significant synergies between Xiangcai's traditional brokerage services and Dazhihui's financial information services, enhancing the combined company's asset base and revenue. However, there are concerns about short-term profit fluctuations post-merger [5][9]. Industry Context - The merger is part of a broader trend of accelerated consolidation in the brokerage industry, with recent notable mergers including Guotai Junan with Haitong and Xibu Securities acquiring Guorong Securities. This reflects a strategic move to optimize resource allocation and enhance market competitiveness [6][9]. Historical Context - The collaboration between Xiangcai and Dazhihui is not new, having begun around 2020 with joint projects in financial data and technology. Their partnership aims to leverage Dazhihui's extensive user base and data capabilities to enhance Xiangcai's market position [7][8]. Performance Comparison - In terms of financial performance, both Xiangcai and Dazhihui faced challenges, with Xiangcai reporting a revenue of 1.144 billion CNY and a net profit of 142 million CNY, while Dazhihui reported a revenue of 379 million CNY but incurred a loss of 3.47 million CNY. The combined entity is expected to rank outside the top 30 in the industry post-merger [9].

Core Viewpoint - The merger between Xiangcai Co. and Dazhihui is progressing rapidly, with key transaction details finalized, marking a significant step towards shareholder and regulatory approval [2][4][20]. Group 1: Merger Details - Xiangcai Co. plans to absorb Dazhihui through a share swap, with Xiangcai's A-share swap price set at 7.51 CNY per share and Dazhihui's at 9.53 CNY per share [3][9]. - Post-merger, Xiangcai's total share capital is expected to increase to 5.141 billion shares, while Dazhihui will cease to be listed [3][9]. - The merger includes a financing plan to raise up to 8 billion CNY, targeting specific investors for funding towards financial technology and other strategic areas [11][12]. Group 2: Financial Projections - The merger is projected to enhance Xiangcai's financial metrics, with total assets expected to rise from approximately 4.13 billion CNY to 5.91 billion CNY post-merger [18]. - The total revenue is anticipated to increase from 11.44 billion CNY to 15.11 billion CNY in the first half of 2025 [18]. - However, profit metrics may experience short-term fluctuations, with potential losses projected for the fiscal year 2024 [17][18]. Group 3: Market Reaction and Historical Context - The announcement has sparked significant market interest, with Xiangcai's stock rising over 84% since the merger announcement in March 2025 [4][20]. - The merger represents a culmination of a decade-long relationship between the two companies, with previous attempts at acquisition and collaboration [21][22]. - This merger positions Xiangcai to become the third internet brokerage in A-shares, following similar paths taken by companies like Dongfang Caifu [6][24][26]. Group 4: Strategic Implications - The merger aims to create a synergistic effect by combining traditional brokerage services with advanced financial technology, enhancing overall service capabilities [16][29]. - Xiangcai's collaboration with Dazhihui is expected to leverage Dazhihui's extensive user base and technological expertise to improve customer acquisition and service delivery [29][30]. - The combined entity is anticipated to face challenges in replicating the success of established players like Dongfang Caifu due to differences in market conditions and operational backgrounds [30].

近期，"湘财+大智慧"事宜推进迅速，核心交易细节于近日正式落地。 继审计、尽职调查等工作完成后，湘财股份（600095.SH）换股吸收合并大智慧并募集配套资 金暨关联交易报告书（草案）出炉。 据双方披露的70余份公告 ，本次换股吸收合并的核心方 案已明确，标志着此次交易进入股东会审批与监管审核的关键阶段。 具体而言，湘财股份拟换股吸收合并大智慧，湘财股份的A股换股价格为7.51元/股，大智慧的 A股换股价格为9.53元/股，换股实施后，湘财股份总股本拟增至51.41亿股，大智慧将终止上 市；同步推出 不超80亿元 配套融资方案，拟向 不超过 35名特定投资者定增 ，资金投向金融 大模型、大数据工程、财富管理一体化、国际化金融科技、补充流动资金及偿还债务等用途。 记者丨孙永乐 编辑丨巫燕玲 针对吸收合并落地时间，湘财股份相关人士向21世纪经济报道记者回应称，目前暂时无法确 定，公司需先召开股东大会审议相关议案，之后再推进后续流程。公告显示，本次交易尚需湘 财股份和大智慧股东会审议通过，并获得上交所审核通过及中国证监会注册。 相关消息点燃二级市场资金热情， 9月26日，湘财股份最高涨超7%，大智慧一度涨超4%，尾 ...

Core Viewpoint - The merger of Xiangcai Co. and Dazhihui marks a significant step towards creating a new internet brokerage in the A-share market, following the completion of audits and due diligence, with the core transaction details now finalized [1][3][15]. Group 1: Merger Details - Xiangcai Co. plans to absorb Dazhihui through a share swap, with Xiangcai's A-share swap price set at 7.51 CNY per share and Dazhihui's at 9.53 CNY per share, resulting in a swap ratio of 1:1.27 [1][3]. - Post-merger, Xiangcai's total share capital is expected to increase to 5.141 billion shares, while Dazhihui will cease to be listed [1][4]. - The merger includes a financing plan to raise up to 8 billion CNY from no more than 35 specific investors, aimed at various projects including financial modeling and data engineering [1][4][5]. Group 2: Financial Projections and Market Response - Following the announcement, Xiangcai's stock hit the daily limit up, closing at 12.68 CNY with a market cap of 36.255 billion CNY, while Dazhihui's stock rose over 5% [2]. - The merger is expected to enhance the financial capabilities and international presence of Xiangcai, aligning with regulatory encouragement for digital transformation in the securities industry [6][18]. Group 3: Strategic Implications - The merger is anticipated to create significant synergies, combining Xiangcai's brokerage services with Dazhihui's financial information services, thus forming a "brokerage + fintech" business model [8][13]. - The integration aims to leverage both companies' strengths to enhance user experience and operational efficiency, potentially achieving a "1+1>2" effect [8][15][18]. - The combined entity will focus on expanding its digital finance capabilities, responding to regulatory trends favoring digital transformation in the financial sector [6][18]. Group 4: Historical Context - The relationship between Xiangcai and Dazhihui has evolved over a decade, with previous attempts at acquisition and collaboration, culminating in this merger [11][12]. - The merger follows a trend in the industry where traditional brokerages are increasingly partnering with fintech firms to enhance their service offerings and market competitiveness [13][14].