In the first half of the year, Zheshang's revenue, net profit and brokerage business income were much higher than those of Guodu, and both revenue and brokerage business income were 10 times that of Guodu. However, it is characteristic that the national capital ** participates in CEIBS**, and Zhejiang businessmen ** can indirectly obtain the equity of CEIBS ** through acquisition.
The special author of this journal is Fang Fei.
After losing the people's livelihood in the first half of 2023, the road of mergers and acquisitions of Zhejiang businessmen has finally taken a substantial step.
On December 8, Zheshang issued an announcement that the company signed the "Framework Agreement on the Transfer of Shares of Guodu **" (hereinafter referred to as the "Framework Agreement") According to the announcement, Zheshang ** and Chongqing International Trust Co., Ltd. *** Tianjin Chongxin Technology Development *** Chongqing Jiahong Shengxin Commerce and Trade *** Shenzhen Yuanwei Investment *** Shenzhen Zhongjun Investment *** signed the "Framework Agreement", which intends to transfer the 0639% shares of Guodu ** shares held by the above 5 parties in cash, totaling 191454% shares.
On December 11, Guodu ** announced that the shareholder Tongfang Innovation Investment (Shenzhen)** hereinafter referred to as "Tongfang Innovation") intends to transfer about 3 shares of Guodu ** through public listing on the property rights exchange4.7 billion shares, accounting for 5 of the national capital's ** share capital9517%, the first listing** is not less than the appraised value after filing (about 8.).9.3 billion yuan).
Zheshang ** said that the "Framework Agreement" signed this time is an agreement of intent, and the transaction is still in the preliminary planning stage, and the transaction plan still needs to be further demonstrated and negotiated. In the case that Guodu ** has no controlling shareholder and no actual controller, if the transaction is successfully completed, it will obtain Guodu **1915% of the equity of Zheshang ** will surpass China Chengxin Trust (1333%), becoming the largest shareholder of the national capital.
In addition, after missing the equity of Minsheng in the first half of the year, Zheshang, who is "obsessed" about the equity of the brokerage, should not let part of the equity held by Tongfang shares fall aside again. If the equity transferred by the wholly-owned subsidiary of Tongfang Co., Ltd. is included in the bag, Zheshang will eventually hold 25% of the equity of Guodu. Based on the transfer price of the wholly-owned subsidiary of Tongfang Co., Ltd. as a reference, the "Framework Agreement" signed by Zheshang ** intends to transfer the national capital **19The 15% equity value is 287.3 billion yuan.
There is a big gap in overall strength
The predecessor of Guodu ** is the ** business that Beijing International Trust began to operate since 1990 and the ** headquarters established by China Coal Trust in 1996, and in December 2001, the two were integrated to establish Guodu **;In 2006, the national capital initiated the establishment of Central EuropeIn March 2017, the national capital was listed in ***. As of the end of the first half of 2023, Guodu has 4 branches and 56 business departments, mainly in Henan, Hebei, Shandong, Sichuan and other places.
Zheshang believes that the signing of the "Framework Agreement" is conducive to the company's optimization of resource allocation, strengthening resource integration, giving full play to the synergy between the company's existing business advantages and the national capital business, and enhancing the company's overall competitiveness. Only from the perspective of business layout, if Zheshang ** and Guodu ** merge, it will supplement the disadvantages of both parties in terms of geographical operation: Zheshang ** is headquartered in Hangzhou, and the Yangtze River Delta is its base camp;The national capital is headquartered in Beijing, and Beijing-Tianjin-Hebei is its main camp.
The 2022 annual report shows that among the 109 business departments of Zhejiang businessmen, there are 76 in Jiangsu, Zhejiang and Shanghai, and only 9 in Beijing, Tianjin and HebeiThe national capital has a total of 60 branches, mainly distributed in Beijing, Hebei, Henan, Shandong, Shaanxi, Sichuan, Shanghai and other places, and its business development focuses on the northern region.
However, for Zhejiang businessmen, Guodu also has a big advantage, that is, it holds 20% of the equity of Central Europe. As of the end of September 2023, the management scale of Zheshang**, which is 25% owned by Zheshang**, is 5738.2 billion yuan, ranking 76th among licensed public offering institutions;In the same period, the scale of Central Europe** under management was 46892.6 billion yuan, ranking 21st.
According to the analysis of Founder, Guodu's participation in CEIBS is its characteristic, and the acquisition of Guodu's equity by Zhejiang businessmen can indirectly obtain CEIBS' equity, and the inclusion of CEIBS is expected to make up for the shortcomings of its public offering layout, and will form synergies with the company's characteristic business wealth management and research business in the future.
According to the data, CEIBS, which holds 20% of the shares of Guodu**, will achieve a net profit of 11 in 2022$1.6 billion. The three wholly-owned subsidiaries of Guodu **, Guodu Jingrui Investment, Guodu (Hong Kong) Financial Holdings, and Guodu Venture Capital, will achieve net profits of 2139 in 2022380,000 yuan, -2298480,000 yuan, 874260,000 yuan;Another holding 6231% of the national capital** lost 1090 in 2022810,000 yuan.
Returning to this transaction, if the "Framework Agreement" is smoothly promoted, and the transferee of the equity of Guodu ** is also a Zhejiang businessman**, the two transactions of Guodu ** are intended to transfer a total of 250971% of the equity, Zheshang ** will become the largest shareholder of Guodu ** - this is also the implicit goal of Zheshang ** to participate in this transaction.
Tongfang Innovation intends to publicly list and transfer the national capital**59517% equity, with a record appraisal value of about 89.2 billion yuan, with an implied valuation of 15 billion yuan. With a net asset of 104 in 20231.8 billion yuan, the record appraisal value corresponds to the national capital ** price-to-book ratio of 144 times;The corresponding national capital ** stock price is 257 yuan, at the ** price of 1 on December 11, 202342 yuan, there is 81% premium space.
Frequent action is gaining momentum
According to the disclosure of the "Framework Agreement", the "transaction intention" of Zheshang ** is very clear, with the intention of becoming the largest shareholder of Guodu**, "such as the proportion of shares of the target company with complete shareholder rights such as voting rights and nomination rights transferred by Zheshang ** from all transferors fails to reach 15."8365%, Zheshang ** has the right not to carry out this transaction and does not assume any responsibility. ”
Before this transaction, the largest shareholder of Guodu ** was Zhongxin Trust, with a shareholding ratio of about 1333%；CCCT's shareholders include Chinese Insurance Group (32.).92%), Guohua Energy Investment (2035%) and Shandong Energy Group (1018%）。At the beginning of participating in this transaction, Zheshang ** preset the goal of becoming the major shareholder of Guodu**.
In terms of business outlets, Zhejiang businessmen are mainly distributed in Zhejiang, Shanghai, Jiangsu and other places, and the branches of the national capital are in Henan, Hebei, Shandong, Sichuan and other places. In terms of business indicators, the revenue structure of Zheshang is more balanced, and the national capital is more dependent on self-operated investment. Based on this analysis, the two businesses complement each other, and the future integration benefits are considerable, which may be the key consideration for the acquisition of Zheshang**.
On December 8, Tongfang Co., Ltd. announced that the board of directors deliberated and passed the "Proposal on the Public Transfer of All the Equity of Guodu ** by Tongfang Venture Capital, a Wholly-owned Subsidiary", and clarified that the reason for the transfer of Guodu ** equity was "in order to accelerate the implementation of the strategic requirements of the high-quality development of the State-owned Assets Supervision and Administration Commission, in order to further focus on the main business, recover the investment in the non-main business and reasonably allocate resources." ”
Huaxi ** analysis believes that with the opening of the curtain of mergers and acquisitions of securities companies, the target of the non-financial main business of state-owned shareholders is worth paying attention to. It is expected that the shareholders of ** companies with state-owned assets background and non-financial main business may become the target of the transfer by the shareholders under the requirements of the SASAC to "focus on the main business", that is, the target of mergers and acquisitions by the same industry.
The larger background of the acceleration of the pace of mergers and acquisitions of securities companies is that on October 30-31, 2023, the ** Financial Work Conference proposed to "accelerate the construction of a financial power" and "cultivate first-class investment banks and investment institutions";Immediately after November 3, the China Securities Regulatory Commission said that it would "support the leading companies to become better and stronger through business innovation, group operation, mergers and acquisitions, and other ways to build a first-class investment bank." "In the context of cultivating leading enterprises in the industry and focusing on the main business of state-owned enterprises, it is expected that industry mergers and acquisitions will continue to advance.
It is worth noting that in addition to this acquisition transaction, since 2023, Zhejiang businessmen have made frequent moves - the private placement plan was announced in January, the bidding for Minsheng's equity in March was unsuccessful, and the new president Qian Wenhai took office in November.
Regarding the fixed increase, according to the statement on October 27, the private placement of 8 billion yuan of Zhejiang businessmen has been approved by the State-owned Assets Supervision and Administration Commission. According to the fixed increase plan, 4 billion yuan will be invested in investment and trading business, and 2.5 billion yuan will be invested in capital intermediary business to support future business development. In the current environment of tightening the approval of private placement in the industry, the approval of this private placement is conducive to the company's expansion of capital and gaining an advantage in the competition.
Moreover, if Zhejiang businessmen successfully acquire the equity of Guodu in the future, it is expected to promote the capital strength to a higher level. As of the end of the first half of 2023, the net assets of Zheshang ** will be 26.2 billion yuan (ranking 26th among listed brokers), and the net assets of Guodu ** will be 10.4 billion yuan, which will reach 36.6 billion yuan after the merger, ranking 19th among listed brokerages, and the comprehensive strength has been greatly improved.
In March 2023, Zhejiang businessmen**, Guolian**, and Soochow** competed for people's livelihood**303% of the equity, although the final defeat, but the company's original intention to acquire the equity of the same industry has not changed.
It is worth noting that in May, after the resignation of Wang Qingshan, the former president of Zhejiang businessmen, for "personal reasons", the position of president of the company was vacant for half a year, and on November 9, Zhejiang businessmen announced that Qian Wenhai was the president of the company;More than a month after Qian became president, Zhejiang businessmen announced the equity merger and acquisition with Guodu in a high-profile manner, which was also the first major strategic deployment presided over by Qian Wenhai after taking office.
The proposed acquisition of Guodu ** equity by Zhejiang businessmen is the first public securities industry merger and acquisition case after the China Securities Regulatory Commission proposed in November to "support leading securities companies to become better and stronger through mergers and acquisitions and restructuring to build a first-class investment bank", which has aroused strong market attention.
In fact, in an interview in early December, Qian Wenhai said frankly: "The company is actively looking for strategic mergers and acquisitions opportunities, hoping to approach or become a first-class brokerage in the future, become stronger and better, and strive to be first-class." Qian Wenhai said that in terms of characteristic development, Zhejiang businessmen focus on strengthening their advantages in serving small and medium-sized enterprises, wealth, bonds and synergy.