Guosen Securities IC Data Map

Guosen Securities Co., Ltd.(referred to as "Guosen Securities", 002736) has made critical progress in the acquisition of Wanhe Securities.

On the evening of December 6, Guosen Securities disclosed the report on asset purchase and related party transactions by issuing shares (draft). The company plans to purchase Shenzhen Capital, Kunpeng Investment, Shenye Group, Shenzhen Venture Capital, and Yuanzhifuhai No. 10., Chengdu Jiaozi and Haikou Financial Holding jointly held 96.08% of the shares of Wanhe Securities, and the transaction price was determined to be 5.192 billion yuan.

The benchmark date for this evaluation of the asset value of Wanhe Securities is June 30, 2024. After evaluation, the book value of the net assets of Wanhe Securities parent company is 5.378 billion yuan, the evaluation value is 5.404 billion yuan, the evaluation value added is 25.3237 million yuan, and the value added rate is 0.47%.

Guosen Securities plans to acquire it through the issuance of shares this time. The price of the issued shares is 8.60 yuan/share, and it plans to issue approximately 600 million shares, accounting for 5.91% of the total share capital of the listed company after the issuance. After the issuance, the acquired shareholders of Wanhe Securities will become shareholders of Guosen Securities. The seven acquired shareholders promise not to transfer the new shares within 12 months from the end of the issuance, but transfers under the premise of permitted by applicable laws and regulations are not subject to this limit.

After the completion of the acquisition, since Guosen Securities 'net assets exceeded 100 billion yuan, the acquisition of Wanhe Securities had no impact on Guosen Securities' main financial indicators by more than 10%. Before and after this transaction, according to data at the end of June this year, the rate of change in equity (net assets) attributable to owners of the parent company was 4.61%, and the rate of change in operating income in the first half of this year was 2.21%.

Guosen Securities pointed out in the announcement that after the completion of this transaction, the listed company's total assets, owner's equity, and operating income will increase, and the listed company's ability to resist risks will be further enhanced; although the listed company's debt scale will also Some increase, but the listed company's asset-liability ratio has decreased after the completion of this transaction, and the listed company's debt scale and solvency are still within a safe range.

The announcement further stated that the earnings per share of listed companies in 2023 and January to June 2024 will decrease after the completion of this transaction. After the completion of this transaction, the listed company will give full play to the synergy brought by the transaction, integrate resources of Wanhe Securities, and at the same time take advantage of the first-mover advantage of the cross-border financial service pilot at Hainan Free Trade Port, where Wanhe Securities is registered, and rely on the listed company's own outstanding marketization capabilities and business innovation capabilities to further enhance the company's comprehensive profitability.

First, Wanhe Securities, as a securities trader under the Shenzhen State-owned Assets Supervision and Administration Commission, relies on the resource advantages of Shenzhen's state-owned assets and state-owned enterprises to continue to provide various types of financial services to Shenzhen's state-owned enterprises, and has accumulated a group of high-quality and high-rated customer groups. Guosen Securities is also a securities company in the state-owned assets system in Shenzhen. It has long taken root, grown and served Shenzhen. Integrating Wanhe Securities will help form a synergy for the business development of both parties. After the completion of this transaction, the listed company will rely on its own advantages in management capabilities, market reputation, comprehensive business capabilities, etc. to coordinate the customer resources of both parties, explore more business opportunities, and create greater value.

Second, as a securities company registered in Hainan, Wanhe Securities attaches great importance to the preparations for the Hainan Free Trade Port cross-border financial service pilot and accelerates the promotion of international businesses and innovative businesses such as cross-border asset management. After the completion of this transaction, Wanhe Securities will become a holding subsidiary of the listed company. The listed company will make full use of the advantages of being the first mover in the cross-border financial service pilot, seize the layout in advance, strive to achieve breakthroughs in international business and innovative business, and create new profit growth points.

Third, Wanhe Securities has a total of 50 branches, with a network layout with the Pearl River Delta as its core area and the Yangtze River Delta as its key area radiating across the country. It has an excellent customer base and extensive business channels. After the completion of this transaction, the listed company will accelerate the integration of Wanhe Securities 'business outlets and channel resources, and create incremental value through measures such as optimizing the regional layout of outlets and accelerating the transformation of traditional brokerage business to wealth management business.

It is worth mentioning that as of the signing date of this report, the procedural matters that need to be performed in this transaction include but are not limited to: they still need to be reviewed and approved by the shareholders 'meeting of the listed company; approved by the competent decision-making body of the counterparty (if involved); Approved by the state-owned assets regulatory authority; the shareholder qualifications and shareholder changes of securities, futures, and funds involved in this exchange need to be approved or filed by the relevant departments of the China Securities Regulatory Commission; reviewed and approved by the Shenzhen Stock Exchange; the China Securities Regulatory Commission agrees to register; and other possible approvals or approvals required by relevant regulatory authorities.