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疑涉内幕交易?国联证券大跌超6% 来看合并最新进展

Suspected insider trading? Guolian Securities fell more than 6% to see the latest progress of the merger.

券商中国 ·  Sep 28, 2020 17:23

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Suspected insider trading? The Securities Regulatory Commission has started to verify that Guolian SecuritiesIt has fallen by more than 6%. Let's take a look at the latest progress of the merger.

The follow-up impact of the CSRC's announcement of the launch of internal trading verification was reflected in the share price of Guolian Securities on Monday.

On Sept. 28, Guolian Securities's Hong Kong shares fell all the way after opening, closing down more than 6% to close at HK $4.52. After a surge of 35.85 per cent on September 21, Guolian securities Hong Kong shares fluctuated around HK $4.65 in the following days, showing a calm and wait-and-see mood.

On September 25, the Securities Regulatory Commission announced at a press conference that it had launched the launch of Guolian Securities and Guojin Securities.The verification requires the two companies to check themselves and submit a list of people who know the inside information. At about the same time, the two brokerages also issued announcements that the specific plans for the relevant transactions were still under discussion and no formal transaction agreement had been signed.

Guolian Securities Hong Kong shares closed down 6.42%, supervision launched insider trading verification

On Sept. 28, Guolian Securities's Hong Kong shares fell all the way after opening, closing down more than 6% to close at HK $4.52. After a surge of 35.85 per cent on September 21, Guolian securities Hong Kong shares continued to fluctuate around HK $4.65 in the following days, showing a calm and wait-and-see mood.

The market view is that today's stock price correction may be related to the Securities Regulatory Commission's announcement of the verification of the merger and acquisition of Guolian Securities and Guojin Securities.

At the press conference of the Securities Regulatory Commission on September 25, the media asked whether the two securities companies were suspected of violating the rules and whether there was insider trading.

CSRC spokesman Chang Depeng said that the meeting had paid attention to the situation and had asked the company to conduct self-examination, submit a list of people with inside information and initiate verification in accordance with relevant regulations.

Chang Depeng stressed that it is the legal duty of the CSRC to maintain the openness, fairness and impartiality of the capital market and to protect the legitimate rights and interests of investors, especially medium and small investors. If the inspection finds violations of laws and regulations, the CSRC will investigate and deal with them in a timely manner in accordance with the law and resolutely implement the requirement of "zero tolerance."

Reviewing the beginning and end of the "marriage exposure" of Guolian Securities and Guojin Securities, the A-share shares of the two listed brokerages rose by the daily limit on September 18, driving the brokerage plate to lead the rise of A-shares. The next day, there were media reports that Guolian Securities was about to acquire Guojin Securities.

According to the announcement disclosed by the two brokerages on the afternoon of September 20, the parties involved in the transaction signed the "share transfer intention Agreement" on September 18 (the daily limit). Changsha Yongjin plans to transfer about 7.82% of its shares in Guojin Securities to Guolian Securities by way of agreement transfer.

The two securities firms join hands to speak out, and the specific plan is still being discussed and demonstrated.

At the same time as the CSRC announced an investigation into the merger and acquisition, Guolian Securities and Guojin Securities also announced the progress of the restructuring plan for the first time after they both suspended trading for five trading days (the afternoon of September 25).

It is reported that Guolian Securities and Guojin Securities are planning to absorb the merger of Guojin Securities by issuing A shares to all shareholders of Guojin Securities, and this transaction is expected to constitute a major asset restructuring.

According to the announcement, the specific plan for this transaction is still under discussion and argumentation, the parties to the transaction have not yet signed a formal transaction agreement, and the transaction still needs to go through the necessary internal decision-making procedures and need to be approved by the competent regulatory authority before it can be formally implemented. There is still uncertainty about whether it can be implemented, and investors need to pay attention to the follow-up announcement and investment risks.

In terms of suspension, as the transaction is still in the planning stage and there is uncertainty, the A shares of the two brokerages have been suspended since the opening of trading on September 21 and are expected to be suspended for no more than 10 trading days. As of the date of disclosure of this announcement, the parties concerned are actively organizing to promote the relevant work, in order to avoid abnormal fluctuations in the company's share price, its A shares will continue to be suspended.

Securities firms are optimistic about "two countries" holding hands.

"the two securities firms are highly complementary, and the successful integration is expected to achieve one plus one greater than two." Hu Jiang, an analyst in the non-bank financial industry of AVIC Securities, believes that in terms of business layout, the business department of Guolian Securities is mainly concentrated in Jiangsu Province, while more than half of the business department of Guojin Securities is distributed in the central and western regions, and there are only three in Jiangsu Province. on the background of shareholders, if we can successfully merge, the local state-owned plus private equity structure of both sides can fully mobilize the resources of all parties on the one hand, and the mechanism will be more flexible and more market-oriented on the other hand. At the same time, Guolian Securities Capital intermediary business accounts for the highest proportion of income, while the strong business of Guojin Securities is investment banking business. After the merger, the investment banking business of securities firms is expected to enter the top 10 of the industry.

Societe Generale SecuritiesZhang Bo, an analyst, said that regulation encourages the creation of aircraft carrier-level securities firms through market-oriented mergers and acquisitions, and the fifth wave of mergers and acquisitions may have begun. The development of the domestic securities industry has experienced four waves of mergers and acquisitions, and the number of securities firms has also experienced ups and downs. There are also significant cases of mergers and acquisitions of securities firms in the market in recent years, such as China International Capital Corporation's substantial expansion of wealth management customers and business sinking through the merger and acquisition of CIC Securities in 2017, and Citic Securities in 2020.Through the acquisition of Guangzhou Securities to open South China business space and so on.

In his view, referring to the road of mergers and acquisitions of overseas brokerage giants is also helpful to examine the market of mergers and acquisitions of domestic securities firms. The main purpose of overseas coupon M & An is to strengthen the business and international layout, and most of them have experienced dozens of mergers and acquisitions. For example, Goldman Sachs has achieved strong development of international layout and asset management business through a series of mergers and acquisitions, while Merrill Lynch has realized the transformation to a comprehensive investment bank in a relatively short period of time. The merger of Guolian Securities and Guojin Securities will also integrate their respective advantages and achieve business expansion.

The translation is provided by third-party software.


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