DFZQ (東方證券股份有限公司) has executed a definitive agreement to purchase the entire equity of Shanghai Securities for RMB 25.12 billion, comprising RMB 23.55 billion through the issue of 2.289 billion new A shares and RMB 1.57 billion in cash.

The Consideration A Shares represent 27.13 % of DFZQ’s current issued share capital and 21.34 % post-completion. Issue price is set at RMB 10.29 per share, reflecting a 12.58 % premium to the last A-share closing price before the pricing benchmark date (April 17 2026).

A valuation filed with Shanghai SASAC placed Shanghai Securities’ equity at RMB 25.12 billion as at 31 March 2026; the valuer confirmed no material change up to 30 June 2026.

After completion, Bailian Group will become DFZQ’s second-largest shareholder with an 11.38 % stake, while the Whitewash Applicant Vendors and their concert parties will see voting rights rise from 30.11 % to 35.30 %. A Whitewash Waiver has been sought from the SFC to avoid a mandatory offer.

The acquisition qualifies as a major transaction under Hong Kong Listing Rules and a connected transaction under SSE rules, requiring approval at DFZQ’s EGM, A-share and H-share class meetings, as well as consents from Shanghai SASAC, the Shanghai Stock Exchange, the CSRC and the SFC’s Executive.

Pro forma data show that, had the deal been effective from 1 January 2025, the enlarged group’s total assets would have increased from RMB 486.88 billion to RMB 588.05 billion and 2025 net profit attributable to shareholders would have risen from RMB 5.63 billion to RMB 6.996 billion, while basic EPS would have slipped from RMB 0.65 to RMB 0.64 due to share dilution.

DFZQ’s board and independent directors confirm the independence of the valuer, the reasonableness of assumptions and the fairness of pricing; Gram Capital attests that the valuer is suitably qualified.

Shareholders will vote on the transaction, the specific mandate for share issuance and the Whitewash Waiver at upcoming meetings. Completion remains subject to these approvals and other regulatory clearances.