第一财经

“New China International Capital Corporation” is on the horizon; two AMC-affiliated securities firms are about to leave the A-share market

原文:“新中金”呼之欲出,两家AMC系券商将告别A股

Hello! I'm your financial analyst friend. Today, we're talking about a major event in the securities industry: the "three brothers" within the brokerage sector are about to merge, and two of them will "disappear" from the stock market.

This isn't just about China International Capital Corporation (CICC) alone; it's a reflection of the broader trend of "big fish eating small fish" and strong companies merging. To help you fully understand what's behind this, I'll highlight the key points and then break down the details in five easy-to-understand sections.

📌 Key Points Summary

In one sentence: CICC is acquiring Dongxing Securities and Cinda Securities, two of its "brothers" (both under the Central Huijin Group), through a share exchange and merger process.

Key Results:

1. CICC becomes bigger: After the merger, CICC's revenue and asset size will rank among the top three in the industry, making it a giant brokerage firm.

2. Two companies will delist: Dongxing Securities and Cinda Securities will no longer exist as separate entities. Their stocks will trade for the last time on September 14th, and trading will stop on September 15th, after which they will be removed from the A-share market, and their corporate status will be revoked.

3. Industry trend: This is not an isolated case; it marks an intensification of mergers and acquisitions in the brokerage industry. Orient Securities, Soochow Securities, Guohai Securities, and others are also engaged in similar activities. The industry is shifting from focusing on quantity to quality and scale.

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🔍 In-Depth Analysis: Understanding the "CICC Merger" in Five Dimensions

1. How does the merger work? What happens to your stocks?

Many investors are concerned about what to do with their Dongxing or Cinda stocks. Don't worry; this is a share exchange, not a confiscation.

  • Operation logic: CICC is conducting a share exchange and merger. Simply put, CICC will issue new shares in exchange for the old shares held by the shareholders of Dongxing and Cinda.
  • How the exchange works:
  • CICC will issue 3.104 billion new A-shares.
  • Dongxing Securities shareholders: Each share held will be exchanged for 0.4376 CICC shares.
  • Cinda Securities shareholders: Each share held will be exchanged for 0.5210 CICC shares.
  • Note: Although the exchange ratios differ, they are based on the stock prices. CICC's stock price is higher (around 36.68 RMB per share), while Dongxing and Cinda's are lower (around 16 RMB and 19 RMB, respectively), so the ratios are different to ensure that the value of your assets remains roughly the same (or even increases due to the CICC brand's premium).
  • Next steps:
  • September 14th: The last trading day. If you don't want to exchange your shares or are unsatisfied with the price, you can exercise your right to request a buyout from CICC or choose to sell your shares to an institution designated by CICC for cash.
  • September 15th: Trading will stop.
  • Final outcome: Dongxing and Cinda will cease to exist as separate companies, and your account will be converted to CICC shares if you chose to exchange.

2. Why merge these three companies? What's the relationship between them?

You might wonder why CICC, already a strong firm, would want to acquire two smaller ones.

Main reasons:

  • Family ties (all under the Huijin Group): CICC, Dongxing Securities, and Cinda Securities are all controlled by the Central Huijin Group (representing state ownership).
  • Dongxing Securities is backed by Orient Asset Management Company (Huijin Holdings), and Cinda Securities is backed by China Cinda Asset Management Company (Huijin Holdings).
  • It's like the eldest brother (CICC) bringing the second (Dongxing) and third (Cinda) brothers under one roof. Since they all have a state-backed background, the regulatory approval and shareholder coordination are much smoother than if they were independent companies.
  • Complementary strengths:
  • CICC: Strengths in investment banking, institutional services, and high-end wealth management. However, it may lack some retail and regional services.
  • Dongxing Securities: Good at retail brokerage and proprietary trading, with a strong presence in South China.
  • Cinda Securities: Expertise in bankruptcy restructuring and special asset investment banking, which CICC values greatly.
  • After the merger: CICC will have the strengths of investment banking, along with Dongxing and Cinda's retail and special asset management capabilities, creating a comprehensive and powerful brokerage firm.

3. How strong will the new CICC be?

Let's look at the numbers to see the scale of this "giant."

  • Revenue: By 2025, CICC's revenue (28.48 billion RMB) + Cinda's (4.04 billion RMB) + Dongxing's (4.71 billion RMB) will total approximately 37.2 billion RMB, surpassing Huatai Securities (35.81 billion RMB) and ranking second only to CITIC Securities and Guotai Haitong, placing it among the top three in the industry.
  • Net profit: Nearly 13.8 billion RMB, close to GF Securities' 13.7 billion RMB, putting it in the first tier.
  • Asset size: The total assets of the three companies will be around 1.25 trillion RMB, making the new CICC one of the largest securities firms in China with strong risk resistance.

In simple terms: CICC was the "top student," and Dongxing and Cinda were the "middle students." Now, after the merger, it becomes a "super student" with both excellent performance and significant assets, giving it more confidence to compete with top firms like CITIC and Guotai Haitong.

4. What does this mean for ordinary investors and employees?

For investors:

  • Short-term impact: Trading will be halted during the suspension period, and liquidity will be temporarily lost. After trading resumes, the stock price may fluctuate due to merger expectations and integration uncertainties.
  • Long-term value: If the integration is successful, CICC's market share and bargaining power will increase, which should benefit the stock price in the long run. However, there will be initial management challenges and it will take time for the benefits to be realized.
  • Risk considerations: The CSRC requires a detailed integration plan to be developed within a year, and risk mitigation measures must be in place. If the integration fails, it could result in less than the expected benefits, such as cultural conflicts or staff turnover.

For employees:

  • Employees of Dongxing and Cinda: They will become employees of CICC.
  • Benefits: A larger platform with more resources and better career opportunities.
  • Challenges: CICC has an elite and international culture, which may differ from Dongxing and Cinda's. Integrating these cultures and unifying the compensation and performance evaluation systems will be challenging.
  • Business changes: Some overlapping business areas may be merged or eliminated, and some employees may need to adjust to new roles.

5. What's happening in the broader securities industry?

The CICC merger is just one example of the wave of mergers and acquisitions in the industry.

Why are companies merging now?

1. Policy guidance: The state is encouraging the creation of world-class investment banks to enhance international competitiveness.

2. Industry challenges: There are many securities firms (over 40 listed), but they are highly homogeneous and competing fiercely. Smaller firms have weaker risk resistance and struggle with large IPOs and complex derivatives.

3. Survival pressure: With the registration-based IPO system and declining commission rates, only large, well-rounded firms can thrive.

Other major mergers:

  • Orient Securities + Shanghai Securities: A merger within the Shanghai state-owned asset system to create a leading local brokerage firm.
  • Soochow Securities + Donghai Securities: A strong alliance in Jiangsu to expand influence in East China.
  • Guohai Securities + Datong Securities: Guohai acquired a controlling stake in Datong to integrate wealth management clients and expand its scale.

Industry trend: The "top-tier effect" will become more pronounced.

  • Top tier: CITIC, CICC (after the merger), and Guotai Haitong will become the leading firms, handling large projects.
  • Second tier: Other large firms will try to join the top tier through mergers.
  • Smaller firms: They will either be acquired or focus on niche areas to survive.

💡 Tips for Everyone

1. If you hold Dongxing or Cinda stocks: Read the company announcements carefully to understand the exercise price and deadline for the cash option. If you're optimistic about CICC's long-term prospects, you can choose to exchange your shares; if you're concerned about integration risks or need cash, you can sell them.

2. If you follow the securities industry: Pay attention to short-term trading opportunities caused by mergers but focus more on the long-term integration effects. Don't rush into buying stocks based on hype; instead, consider whether the integration will truly create synergies.

3. If you work in the securities industry: Stay informed and adapt to the new culture. There may be initial disruptions, but the resources of a larger platform will benefit your career.

Final reminder: Mergers and acquisitions are positive, but integration is challenging. CICC needs to develop a detailed integration plan within a year, and this process is full of challenges. As investors, celebrate the birth of this new giant while remaining rational and monitoring subsequent announcements and performance.