See also the merger and acquisition of securities firms. On the afternoon of September 20, Guolian Securities and Guojin Securities both issued suspension announcements, the former will absorb and merge Guojin Securities through stock exchange; at the same time, Guolian Securities acquired about 7.82% of Guojin Securities held by Changsha Yongjin.
From the comparison of financial data, this will be a "snake swallowing elephant" merger. According to this year's semi-annual report, the total assets of Guojin Securities reached 65.358 billion yuan, almost double the 36.932 billion yuan of Guolian Securities. At the same time, the operating income and net profit of Guojin Securities in the first half of the year were 2.896 billion yuan and 1.002 billion yuan respectively, while those of Guolian Securities were 822 million yuan and 321 million yuan respectively.
If the two listed brokerages merge, the market capitalization will reach 93 billion yuan, which is expected to rush into the first echelon brokerage. It is worth mentioning that Guolian Securities, as a state-owned securities firm deeply cultivated in Wuxi, Jiangsu Province, only two months after landing in A-shares, it launched an attack to merge the "Yongjin system" Guojin Securities, which is larger than its own size, and there is a lot of room for imagination. However, some people in the industry said that due to the very different cultural styles of the two brokerages, it is expected that the follow-up business integration is difficult.
Guan Xuan "holding hands", details to be determined
On September 20, Guolian Securities and Guojin Securities both issued a suspension notice, planning a "marriage". According to the announcement, the move will be carried out in two steps: first, Guolian Securities will be transferred to about 7.82% of Guojin Securities held by Changsha Yongjin; second, Guolian Securities plans to issue A-shares to all shareholders of Guojin Securities to absorb merged Guojin Securities. The merger is expected to constitute a major asset restructuring. As acquisitions and mergers are still in the planning stage, the two brokerages plan to suspend trading from the 21st and are expected to suspend trading for no more than 10 trading days.
In fact, rumors of the restructuring circulated on social media on September 19. On that day, when a reporter from the Securities Times sought confirmation from the company, the company responded to the announcement. A person from a brokerage has revealed that the news of the merger is not out of thin air and that there will be an announcement in the near future. According to the reporter's understanding, Guolian Securities held the fourth quarter performance sprint meeting on the same day to prepare for the business layout at the end of the year.
Judging from the current progress, whether it is the "acquisition of equity" or "absorption merger", more details are still under negotiation.
The announcement said that Guolian Securities to acquire Changsha Yongjin shares of the specific number, transfer price, delivery, transfer price payment and other specific details need to be further negotiated. The two sides declared their position to reach an agreement as soon as possible and obtain authorization from internal authorized institutions to actively promote the signing of a formal share transfer agreement. In the absorption and merger, the specific details such as the stock exchange price, the share exchange ratio, the number of shares issued, the acquisition claim of the dissenting shareholders and the cash option also need to be negotiated.
In terms of process, the merger and the formally signed absorption merger agreement need to be submitted to the respective boards of directors and shareholders' meetings of both parties for consideration, and need to be approved by the competent regulatory authority before they can be formally implemented.
Some market participants believe that the "Yongjin system" intends to let go of Guojin securities, or related to the background of the current financial control supervision, but also related to the current good momentum of the development of state-owned capital.
It is understood that Guojin Securities belongs to the "Yongjin system", the controlling shareholder is Changsha Yongjin (Group) Co., Ltd., and the actual controller is Chen Jinxia, that is, the wife of Wei Dong, the godfather of "Yongjin system", which is a typical private securities firm.
Among the core financial assets of "Yongjin system", in addition to Guojin Securities, there is also Yunnan International Trust.
The compliance director of a small and medium-sized securities firm said that Chen Jinxia, the actual controller of Guojin Securities, has been overseas for many years, mainly run by professional managers. In his view, the era of "barbaric growth" and unsupervised private financial control has passed, and the departments of tomorrow, Anbang, and Huaxin have been destroyed one after another, and the national gold securities of the Yongjin system may be sold to state-owned enterprises or the best outcome.
The follow-up integration is very difficult.
At present, the market capitalization of the two brokerages is the same, and both rose by the daily limit on the 18th. The share price of Guolian Securities is 19.64 yuan per share, with a market capitalization of 46.71 billion yuan. The share price of Guojin Securities is 15.29 yuan per share, with a market capitalization of 46.24 billion yuan. If the two brokerages merge, the total market value after a rough estimate is about 93 billion yuan, ranking 13th among the brokerage stocks, close to the current market capitalization of Everbright Securities (106.3 billion yuan).
Some people in the industry said that the styles of the two brokerages are different, and it is expected that the follow-up integration will be difficult. An investment banker of a brokerage in southern China said: "the cultural atmosphere of the two brokerages is different." One is a local state-owned enterprise and the other is a private enterprise. Both the mechanism and the atmosphere are very different. "
Public data show that the actual control of Guolian Securities is Wuxi SASAC, which is a typical regional securities firm. In the IPO prospectus, Guolian Securities clearly mentioned that "the good economic foundation and active financial environment of Wuxi and Jiangsu Province have effectively promoted the business development of the company."
Although Guolian Securities has the style of state-owned enterprises, the internal mechanism is very market-oriented and its business has developed rapidly in recent years. A group of "old Citic" joined Guolian Securities in recent years and become the "backbone" of the company, and the senior management team has five people from Citic Securities.
Brokers and investment banks are the two major advantages of Guojin Securities. In the first half of this year, brokerage income was 812 million yuan, accounting for 28%, while investment banking income was 748 million yuan, accounting for 26%. The advantage of Guolian Securities is in the brokerage business, accounting for the largest contribution to income, mainly due to the deep cultivation of the East China market based on Wuxi and Jiangsu markets.
In terms of network layout, information from the China Securities Association shows that Guolian Securities has a total of 87 business departments, while Guojin Securities has relatively few, with 70 business departments. A brokerage person analyzed: "first, Guolian securities outlets are mainly cultivated in Wuxi. If we can merge Guojin Securities, then we can further expand the network to the whole country by means of mergers and acquisitions; second, Guolian securities brokerage business is developing relatively fast." especially after getting the fund investment qualification, the morale of the company is very high. "
When a new round of mergers and acquisitions in the securities industry is going on
The "marriage" of Guojin Securities and Guolian Securities coincides with a new round of mergers and acquisitions in the securities industry. It is understood that the regulatory authorities have proposed to create "aircraft carrier-level securities firms", and it has even been reported that securities licenses will be issued to large commercial banks, and the market expects securities firms to become bigger and stronger. In this context, industry insiders believe that the securities industry has entered a new stage of M & An integration and accelerating the survival of the fittest.
It is understood that China International Capital Corporation's acquisition of CIC Securities in 2016 is aimed at grafting China International Capital Corporation's brand, experience, systematic and personalized product and service capabilities into CIC Securities' extensive business network and large customer base.
At the end of 2018, CITIC Securities launched the acquisition of 100% equity in Guangzhou Securities, and completed the registration of the transfer of ownership of the underlying assets and related industrial and commercial changes in January this year. This acquisition will help CITIC Securities improve its business layout in South China and seize the historic development opportunity of "Guangdong-Hong Kong-Macau Greater Bay Area".
Two new cases of "mergers and acquisitions in the securities industry" were added in 2019. Tianfeng Securities acquired a stake in Hengtai Securities, which has been approved by regulators this year. Huachuang Securities plan to "hand in hand" with the Pacific, but failed because of "great changes have taken place in the trading environment".
Just this year, a number of brokerage mergers and acquisitions rumors re-emerged. Among them, the rumors of "the merger of CITIC Securities and CITIC Construction Investment Securities" impressed the market deeply. Although the two brokerages have issued several announcements to refute the rumors, their share prices have soared all the way. In addition, there are rumors of "the merger of the first Securities and the first Entrepreneurship". The two companies quickly clarified and initiated the IPO guidance of the first Securities announcement in late August to break the merger rumors.