Xiangcai Shares and Dazhihui Merger Review Suspended, Will Restart After Data Update

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On March 15, Xiangcai Securities (600095.SH) and Dazhihui (601519.SH) simultaneously announced that the review process for their share swap merger and fundraising transaction has experienced a phased adjustment. Due to the valuation report in the application documents being past its validity period and related financial data nearing expiration, the Shanghai Stock Exchange has suspended the review of this transaction in accordance with relevant rules. Both companies have clearly stated that this suspension does not constitute a material adverse effect, and the update work for the relevant materials is progressing in an orderly manner. Once completed, they will immediately reapply for review. The highly anticipated “Finance + Technology” merger drama will continue.

Looking back at the merger process, on March 28, 2025, Xiangcai Securities and Dazhihui jointly disclosed a merger plan, announcing plans for Xiangcai Securities to acquire Dazhihui through issuing A-shares to all Dazhihui A-share shareholders, and to raise supporting funds. This is their second attempt at a merger after the first failed in 2015, marking a decade-long effort to push forward the restructuring. According to the initial plan, this merger is a non-controlling absorption merger. After the transaction, Dazhihui will delist and cancel its legal entity status, with Xiangcai Securities as the surviving company, inheriting all assets, liabilities, business, and personnel.

The core highlight of this merger is the cross-industry integration of “Finance + Technology.” Xiangcai Securities’ main entity, Xiangcai Securities, has deep roots in traditional securities businesses such as brokerage and investment banking, with comprehensive licensing and branch networks. Dazhihui is a well-established fintech company, with significant advantages in financial data, quantitative tool development, and end-user coverage. In 2024, its app had an average monthly active user count of 10.535 million, with prominent traffic advantages. Both sides have stated that this merger will enable complementary strengths, enhance synergy value, help Xiangcai Securities transform into a technology-driven comprehensive financial service provider, and activate Dazhihui’s user and data resources to address its lack of a brokerage license.

During the merger process, both parties completed several key steps. On October 23, 2025, the Shanghai Stock Exchange officially accepted the application documents and initiated review; on November 5, 2025, Xiangcai Securities received a review inquiry letter from the exchange, prompting responses. During this period, they also clarified the share swap ratio, determining that each Dazhihui share could be exchanged for 1.27 Xiangcai Securities shares. Xiangcai Securities also planned to issue shares to no more than 35 specific investors to raise supporting funds for business development, fintech R&D, and M&A integration.

Regarding the reason for the review suspension, both companies provided detailed explanations in their announcements. The valuation report submitted with the application was valid until March 14, 2026, but has now expired. Additionally, the latest audited financial statements are as of June 30, 2025, and according to regulations, these financial data will expire on March 31, 2026, requiring updates. Based on the “Rules for Major Asset Restructuring of Listed Companies” and related disclosure standards, the Shanghai Stock Exchange has lawfully suspended the review, which is a routine procedural adjustment in major asset restructuring reviews.

Despite the pause in review, both sides remain optimistic about the merger’s prospects. Xiangcai Securities emphasized that this suspension will not have a significant adverse impact on the transaction, and the company’s current operations are normal. Its unaudited financial data for 2025 show impressive performance, with total revenue of about 1.955 billion yuan, up 28.8%, and net profit of about 553 million yuan, up 157.5%, laying a solid foundation for post-merger integration.

Dazhihui stated that in 2025, through business optimization and cost reduction, the company’s losses significantly narrowed, with an estimated net loss attributable to the parent company of 34 to 50 million yuan, a substantial improvement from the approximately 200 million yuan loss in 2024. Currently, both companies are working with intermediaries to actively update valuation data, financial data, and application documents. Once all work is completed, they will promptly submit the updated materials to the Shanghai Stock Exchange to request the resumption of review.

It should be noted that this transaction still requires approval from the Shanghai Stock Exchange and registration approval from the China Securities Regulatory Commission before it can be officially implemented. The final review outcome and implementation timeline remain uncertain. Both companies have stated that they will continue to disclose information in accordance with the progress, promptly inform the market of relevant developments, and investors should be aware of investment risks.

Industry experts point out that the trend of mergers and acquisitions in the securities industry is clear. In early March 2026, Dongwu Securities took the lead in initiating a control acquisition of Donghai Securities. The merger between Xiangcai Securities and Dazhihui, as a typical “Finance + Technology” cross-industry restructuring case, is expected to potentially create the third internet securities firm in A-shares if it proceeds smoothly.