Trading Resumes Tomorrow! Three-Way Merger Enters Share Swap Execution Phase

Deep News
Sep 22

The merger involving CICC absorbing Dongxing Securities and Xinda Securities through share swaps continues to advance toward implementation. On the evening of September 22, the three companies separately disclosed the results of rights claims filed by A-share dissenting shareholders related to the share swap merger. CICC announced the results of its A-share dissenting shareholders' buyout claim and declared that its A-share shares would resume trading from the market open on September 23; as the absorbed parties, Dongxing Securities and Xinda Securities disclosed the results of their A-share dissenting shareholders' cash election rights. Previously, CICC's A-shares had been suspended from trading since the market open on September 15, marking six consecutive trading days of suspension. With the resumption of trading for CICC, a critical procedural step in the restructuring's execution phase has been completed.

Unlike CICC's trading resumption, Dongxing Securities and Xinda Securities will not resume trading after their suspension on September 15, remaining halted until their delisting. Following the delisting of the two companies and the completion of cash election right implementation, shareholders who did not exercise their cash election rights will have their shares converted into CICC A-shares at the predetermined ratio. According to the schedule, once the Shanghai Stock Exchange approves the delisting applications of Dongxing Securities and Xinda Securities, the two companies will publish delisting announcements, followed by CICC's release of a share swap implementation notice and the commencement of the share exchange.

Dissenting Shareholder Claims Completed

Based on the claims disclosed by CICC, during the claim period from September 15 to September 17, a total of 1,950 securities accounts submitted buyout claims, with the claimed share volume reaching 10.9303 million shares. After eliminating invalid submissions, the number of valid claiming accounts stood at 1,084, with valid dissenting shares totaling 7.3219 million shares. According to the previously established plan, the exercise price for CICC's A-share dissenting shareholder buyout rights was set at 34.57 yuan per share, with the record date for implementation being September 14. On that day, CICC's A-share closing price was 31.80 yuan per share.

As the absorbed entities, Dongxing Securities and Xinda Securities adopted cash election rights as their dissenting shareholder protection mechanism. Dongxing Securities disclosed that 575 securities accounts filed claims during the claim period, with the claimed share volume reaching 5.0298 million shares. After verification and exclusion of invalid claims, the valid claiming accounts numbered 227, with valid dissenting shares amounting to 3.8820 million shares. The exercise price for Dongxing Securities' A-share dissenting shareholder cash election rights was set at 13.04 yuan per share, while its closing price on the final trading day of September 14 was 13.06 yuan per share. In line with the prior arrangement, China Galaxy Securities, serving as the cash election provider, will acquire all validly exercised shares.

Xinda Securities also disclosed its A-share dissenting shareholder cash election results on September 22. Its cash election exercise price was 17.75 yuan per share, with the closing price at 15.56 yuan per share on the last trading day of September 14, and the cash election provider being insurance products under New China Life Insurance Company. From an institutional perspective, CICC's buyout rights and the cash election rights of Dongxing Securities and Xinda Securities are primarily designed to protect the exit rights of dissenting shareholders who voted against the share swap merger-related proposals at shareholder meetings and continuously held the corresponding shares. With the completion of these claim filings and entry into the clearing and settlement phase, the merger has taken another step toward the actual share exchange.

Next Steps: Delisting and Share Exchange

This trading resumption comes just two weeks after CICC obtained regulatory approval. On September 7, the China Securities Regulatory Commission formally approved the transaction, consenting to CICC's issuance of 3.104 billion new A-shares to absorb Dongxing Securities and Xinda Securities, and approving the related share swap merger and shareholder change matters. Upon completion of the absorption merger, CICC will remain as the surviving entity, while Dongxing Securities and Xinda Securities will be legally dissolved, with all their assets, liabilities, businesses, personnel, contracts, and other rights and obligations assumed by CICC.

Additionally, the transaction involves multiple equity changes for securities and fund management entities. After completion, China Cinda will hold approximately 1.329 billion shares of CICC, representing 16.76% of the total post-issuance shares; China Orient will hold approximately 637 million shares, accounting for 8.03%, with both becoming major shareholders of CICC. CICC will also assume 100% equity in Dongxing Fund and 54% equity in Xinda Australia Asia Fund, while the controlling shareholders of Dongxing Futures and Xinda Futures will correspondingly change to CICC.

Looking at subsequent procedures, once the dissenting shareholder rights are fully implemented, the restructuring focus will shift further toward the delisting of the two acquired brokerages and the share exchange. As previously disclosed, after the Shanghai Stock Exchange approves the delisting applications of Dongxing Securities and Xinda Securities, CICC will issue a share swap implementation announcement. Following the share exchange, CICC, as the surviving entity, will assume all assets, liabilities, businesses, personnel, contracts, qualifications, and other rights and obligations of the two companies. This also signals that the nearly one-year "three-in-one" restructuring is fully transitioning from the regulatory review phase to deal execution.

In detail, the restructuring was initiated in November 2025. In December 2025, CICC, Dongxing Securities, and Xinda Securities formally disclosed the share swap absorption merger plan; in June 2026, the transaction was approved by the relevant shareholder meetings of the three companies; on August 27, the Shanghai Stock Exchange's M&A Restructuring Review Committee approved the transaction; and on September 7, approval for registration and authorization was obtained from the CSRC.

Based on the latest operational scale, as of the end of June 2026, the total assets of CICC, Dongxing Securities, and Xinda Securities were 997.150 billion yuan, 132.638 billion yuan, and 120.250 billion yuan respectively, with a simple static sum of approximately 1.25 trillion yuan. In the first half of this year, the three companies recorded net profits attributable to parent companies of 8.199 billion yuan, 1.025 billion yuan, and 1.097 billion yuan respectively, totaling approximately 10.321 billion yuan.

However, for securities firm mergers, completing the share swap is only the starting point of integration. The CSRC previously imposed specific requirements for subsequent integration in its approval. CICC must, in accordance with the preliminary integration direction previously submitted, formulate and report a specific integration plan within one year, with a clear timeline. Industry insiders note that the changes brought by this transaction manifest at two levels. On one hand, net capital, asset scale, retail clients, and branch networks will see significant expansion, with capital constraints somewhat alleviated. On the other hand, whether newly added resources can generate incremental profits sufficient to cover share expansion and integration costs ultimately depends on operational efficiency over the coming years.

Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

Most Discussed

  1. 1
     
     
     
     
  2. 2
     
     
     
     
  3. 3
     
     
     
     
  4. 4
     
     
     
     
  5. 5
     
     
     
     
  6. 6
     
     
     
     
  7. 7
     
     
     
     
  8. 8
     
     
     
     
  9. 9
     
     
     
     
  10. 10