The disposal of Guolian Minsheng Securities Company Limited's stake in China Overseas Fund has progressed to a new stage.

On the evening of June 30th, Guolian Minsheng announced that it, together with Edmond de Rothschild (France), had transferred its stake in China Overseas Fund through a public listing and joint transfer process. During the public listing period, only one potential buyer, Chengdu Jiaozi Emerging Finance Investment Group Co., Ltd. (referred to as "Jiaozi Emerging Group"), was identified. On June 30th, a "Property Rights Transaction Contract" was signed with Edmond de Rothschild (France) and the buyer, Jiaozi Emerging Group.

Jiaozi Emerging Group will acquire a total of 58.409% of China Overseas Fund's equity held collectively by Guolian Minsheng and Edmond de Rothschild (France), for a total transaction consideration of 267 million yuan. A deposit of 53.4 million yuan has already been paid. The transaction price for the 33.409% stake held by Guolian Minsheng is 153 million yuan (the state-asset-filed appraisal result was 152.5217 million yuan).

Calculations indicate that upon completion of this transaction, it is expected to increase Guolian Minsheng's pre-tax profit by approximately 80.07 million yuan.

However, this transaction still faces uncertainties. The announcement shows that Jiaozi Emerging Group still needs to obtain public fund shareholder qualification approval from the China Securities Regulatory Commission (CSRC).



Initial Steps and Regulatory Context

On July 2nd, Guolian Minsheng stated that the transfer of its 33.409% stake in China Overseas Fund is primarily to optimize the company's resource allocation and aligns with the overall needs of its business development, and does not harm the interests of the company or its shareholders.

Some market analysis suggests that this sale by Guolian Minsheng may be related to the post-merger regulatory requirement of "one control, one participation." This rule stipulates that a single entity or different entities controlled by the same entity cannot hold stakes in more than two fund management companies, and cannot control more than one.

Currently, Guolian Minsheng controls two public fund companies. Prior to the merger of Guolian Securities and Minsheng Securities, Minsheng Securities wholly owned Minsheng Fund, although this public fund has not yet launched products; Guolian Securities controls Guolian Fund with a 75.5% stake.

Regarding compliance with the "one control, one participation" rule post-merger, Guolian Minsheng responded that the matter has been disclosed in previous relevant announcements.

According to its disclosure on December 10, 2024, in the "Response Report (Revised Draft) to the Review Inquiry Letter Regarding Guolian Securities Co., Ltd.'s Application for Issuing Shares to Purchase Assets and Raise Supporting Funds and Related Party Transactions," regarding the situation where Guolian Securities would control Minsheng Fund through Minsheng Securities after the transaction, Guolian Securities has issued a "Letter of Commitment on Regulating Conflicts of Interest," pledging to legally resolve conflicts of interest and同业竞争 issues among its subsidiary fund companies. Therefore, after the completion of this transaction and following an integration transition period, the number of fund companies controlled by Guolian Securities is expected to comply with the "Measures for the Supervision of Publicly Offered Securities Investment Fund Managers."



Investment Returns Over Two Decades

Prior to this transfer, the three major shareholders of China Overseas Fund were China Oceanwide Trust, Guolian Minsheng, and Edmond de Rothschild (France), holding 41.591%, 33.409%, and 25.00% respectively. In this equity transfer, China Oceanwide Trust has waived its pre-emptive right.

The announcement shows that as of September 30, 2025, the state-asset-filed overall appraisal value of China Overseas Fund was 457 million yuan. The book value of the 33.409% long-term equity investment held by Guolian Minsheng was 79.2079 million yuan, with an appraised value of approximately 152.7675 million yuan, representing an appraisal增值率 of 92.87%. According to Guolian Minsheng's calculations, if transferred at the appraised value of 152.7675 million yuan, the transaction was expected to generate a pre-tax profit of about 73.5596 million yuan.

As of the end of 2025, the book value of this long-term equity investment was 72.93 million yuan. Based on the public listing transfer price of 153 million yuan, the transaction is expected to increase Guolian Minsheng's pre-tax profit by 80.07 million yuan, equivalent to 3.24% of its total profit for 2025 (2.47 billion yuan).

The initial investment by Guolean Minsheng in China Overseas Fund dates back 22 years.

In March 2004, the then Guolian Securities invested 49 million yuan to co-establish China Overseas Fund with other investors. Based on the public listing transfer price of 153 million yuan, over 22 years, Guolian Minsheng's initial investment has grown by approximately 212.24%.

It is noteworthy that Guolian Minsheng's stake in China Overseas Fund has undergone several changes in recent years.

Prospectus information shows that in November 2017, Guolian Securities intended to publicly list and transfer its entire stake in China Overseas Fund, receiving approval from the Wuxi State-owned Assets Supervision and Administration Commission that year. However, the listing and transfer were terminated in November 2018.

Two years later, Guolian Securities转而 sought controlling interest in China Overseas Fund.

In September 2020, Guolian Securities announced it had signed a share transfer agreement with Edmond de Rothschild (France) to acquire its 25% stake in China Overseas Fund. If successful, Guolian Securities would replace China Oceanwide Trust as the largest shareholder and gain control. At the time, Guolian Securities stated that controlling China Overseas Fund would allow it to quickly obtain a public fund license, synergize with its asset management ABS business, and form an important growth point.

However, this acquisition was not successfully completed.

In June 2021, Guolian Securities announced that the preconditions specified in the share transfer agreement had not been met within the agreed period, namely that China Oceanwide Trust had not waived its pre-emptive right. Pursuant to the agreement, Edmond de Rothschild (France) proposed terminating the share transfer agreement.

After the failed attempt to control China Overseas Fund, Guolian Securities obtained a public fund license in 2023 by acquiring the former Zhongrong Fund (now Guolian Fund). In April 2023, Guolian Securities announced it had signed agreements with Zhongrong International Trust Co., Ltd. and Shanghai Rongsheng Investment Co., Ltd. to acquire their combined 75.5% stake in Zhongrong Fund and become its actual controller.

After coming under the control of Guolian Securities, Guolian Fund experienced rapid development.

Data shows that as of the end of June 2023, Guolian Fund's management scale was 104.597 billion yuan, ranking 52nd among public funds that year. Three years later, as of now, its management scale has increased to 154.913 billion yuan, ranking 48th among public funds, with 33 fund managers and 193 fund products under its umbrella.

In 2025, Guolian Fund achieved operating revenue of 472 million yuan, a year-on-year increase of 9.38%; net profit was 60 million yuan, a year-on-year increase of 69.86%.



Prospects Under New Ownership

Public information shows that Jiaozi Emerging Group is a Chengdu municipal state-owned enterprise, a wholly-owned subsidiary of Chengdu Jiaozi Financial Holding Group. Chengdu Jiaozi Financial Holding Group is a local state-owned financial holding group, with 92% and 8% stakes held by the Chengdu SASAC and the Sichuan Provincial Department of Finance, respectively.

Currently, Chengdu Jiaozi Financial Holding Group controls several financial institutions, including Bank of Chengdu, Jintai Insurance, Chengdu Jiaozi Futures, and Chengdu Exchange Group. It also holds stakes in Chengdu Rural Commercial Bank and Sinolink Securities. From the above list, it is evident that while the group holds stakes in or controls several local banks, insurers, securities, and futures companies, it lacks a public fund company.

Is the acquisition of the China Overseas Fund stake driven by the local financial holding group's desire to complete its set of financial licenses, specifically the public fund license?

It was learned that entering the public fund industry is a significant move by Chengdu Jiaozi Financial Holding Group to thoroughly implement the municipal party committee and government's strategic部署 on improving the financial license layout and accelerating the joint construction of a western financial center. It will further enrich the group's financial business formats and enhance its ability to serve the real economy through financial services. Upon completion of this transaction and obtaining CSRC approval for shareholder qualification, Jiaozi Emerging Group will become the largest shareholder of China Overseas Fund. At that point, Chengdu's state-owned capital will achieve a breakthrough in having a public fund license, and Sichuan Province will form a dual public fund platform布局 with both provincial and municipal entities, further完善 the public fund landscape for state-owned capital within the province.

Simultaneously, this equity change still requires CSRC approval for Jiaozi Emerging Group's public fund shareholder qualification. Chengdu Jiaozi Financial Holding Group stated it will actively cooperate with regulatory requirements to推进 subsequent approval procedures, striving to complete the equity transfer as soon as possible.

For China Overseas Fund, which is about to welcome a new major shareholder, whether it can reverse its operating performance is also closely watched by the market.

Data shows that currently, China Overseas Fund's management scale is 8.251 billion yuan, ranking 129th among public funds. It has 57 funds and 11 fund managers, but the scale of each individual fund is below 1 billion yuan.

Overall, China Overseas Fund's scale once reached 21.898 billion yuan at the end of 2021, but over the past five years, its management scale has shrunk by 62.32%, with significant declines in both equity and money market funds. As of the end of the first quarter of this year, the combined scale of China Overseas Fund's equity funds was 4.273 billion yuan, and its money market fund scale was 585 million yuan, down 9.895 billion yuan and 5.995 billion yuan respectively from the end of 2021; its bond fund scale was 2.547 billion yuan, up 1.662 billion yuan from the end of 2021.

Accompanying the scale shrinkage, China Overseas Fund's profitability has also shown a downward trend, incurring losses in three of the past six years.

Data shows that in 2020, 2022, and 2023, China Overseas Fund achieved operating revenues of 151 million yuan, 183 million yuan, and 137 million yuan respectively; during the same periods, it reported net losses of 3.6493 million yuan, 20.0021 million yuan, and 69.9833 million yuan respectively. In 2025, China Overseas Fund achieved operating revenue of 111 million yuan, a year-on-year decrease of 10.83%; net profit was 4.439 million yuan, a year-on-year increase of 21.57%.

Annual reports show that in 2025, Guolian Minsheng received securities brokerage service revenue of 796,500 yuan from China Overseas Fund, accounting for only 0.04% of its brokerage commission income for the year.

As Guolian Minsheng accounts for its long-term equity investment in China Overseas Fund using the equity method, China Overseas Fund's net losses are also recognized in Guolian Minsheng's investment income proportionally. In 2022 and 2023, when China Overseas Fund reported net losses, Guolian Minsheng's corresponding investment income was -6.11 million yuan and -21.02 million yuan respectively.