投资建议：维 持“增持”评级。12 月17 日，上交所重组委发布2024年第6 次审议会议结果公告，国联证券发行A 股股份购买民生证券99.26%股份并募集配套资金获上交所重组委审核通过。不考虑并表民生证券影响，我们维持此前盈利预测，预计2024-2026 年国联证券归母净利润分别为6.9/7.5/8.3 亿元，同比+2.4%/+8.4%/11.0%。并购加速推进，维持“增持”评级。Introduction to this report:
The company's merger and acquisition of Minsheng Securities passed the meeting successfully and will be officially implemented after registration and approval by the Securities Regulatory Commission. As the first brokerage merger and acquisition to be implemented in recent years, the results of the “League of Nations+People's Livelihood” merger are worth paying attention to.
Key investment points:
Investment advice: Maintain an “Overweight” rating. On December 17, the Shanghai Stock Exchange Restructuring Commission issued an announcement on the results of the 6th review meeting in 2024. The issuance of A shares by Guolian Securities to purchase 99.26% of Minsheng Securities and raise supporting capital was approved by the Shanghai Stock Exchange Restructuring Commission. Without considering the impact of Minsheng Securities, we maintain our previous profit forecast. We expect the net profit of Guolian Securities to be 0.69/0.75/0.83 billion yuan in 2024-2026, respectively, +2.4%/11.0% compared to the same period last year. Mergers and acquisitions are progressing at an accelerated pace, and the “gain” rating is maintained.
It is expected that the reason for mergers and acquisitions is to exert synergy and become better and stronger. Since 2019, Guolian Securities has continued to expand and strengthen through business transformation, capital addition, and mergers and acquisitions. Its position in the industry has continued to improve, and its comprehensive strength has gradually increased from 50-60 in the industry to 30-40 in 23 years.
This merger and acquisition will further enhance the company's service capabilities and achieve a leap in comprehensive strength, improvement and strengthening on the basis of business and regional complementarity.
It will be officially implemented after registration and approval by the Securities Regulatory Commission. It is expected to be the first brokerage merger and acquisition to be implemented in recent years. 1) According to the previous draft, the scope of assets purchased by the company is 99.26% of Minsheng Securities shares, with an overall valuation of 29.5 billion yuan, corresponding to a static valuation of 1.85xPb at the end of 24Q1. The simultaneous supporting capital raised no more than 2 billion yuan. The purpose is to increase capital to Minsheng Securities to develop wealth management business and increase investment in information technology. 2) According to the relevant procedures, the transaction still requires the approval of the Securities Regulatory Commission for registration and the securities, futures and fund shareholder qualifications and shareholder changes involved before it can be officially implemented. If successfully implemented, this merger will be the first brokerage merger and acquisition since 2020.
Mergers and acquisitions are preparing for long-term development, and we are looking forward to merger results. As a medium-sized brokerage firm with distinctive investment banking business characteristics, Minsheng Securities is comparable in size to Guolian Securities. It is expected that the synergy between the two will be regional complementarity and business complementarity after merger. More importantly, through the merger of Minsheng Securities, the comprehensive strength of Guolian Securities may rise to the top 20 in the industry. On this basis, the company's governance advantages are expected to be further exploited, preparing for long-term development, and looking forward to the results of the merger.
Risk warning: M&A integration results fall short of expectations, and capital markets fluctuate greatly
