Xiangcai Share Merger with Dazhi Suspended; Will Resume After Data Update

On March 15, Xiangcai Shares (600095.SH) and Dazhihui (601519.SH) simultaneously announced that the review process for their share swap merger and fundraising transaction has been temporarily adjusted. Due to the valuation report in the application documents expiring and related financial data nearing invalidity, the Shanghai Stock Exchange has suspended the review of this transaction in accordance with relevant rules. Both companies 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 Shares and Dazhihui jointly disclosed a merger plan, announcing plans for Xiangcai Shares to acquire Dazhihui through issuing A-shares to all A-share shareholders of Dazhihui, and to raise supporting funds. This was their second attempt at a merger after the first failed in 2015, marking a decade of effort to push forward the restructuring. According to the initial plan, this merger was a non-controlling absorption merger. After completion, Dazhihui would delist and cancel its legal entity status, with Xiangcai Shares as the surviving company, inheriting all assets, liabilities, businesses, and personnel of Dazhihui.

The core highlight of this merger is the cross-industry integration of “Finance + Technology.” Xiangcai Securities, a key subsidiary of Xiangcai Shares, has deep roots in traditional securities businesses such as brokerage and investment banking, with comprehensive licensing and branch network resources. Dazhihui is a veteran in financial technology, with significant advantages in financial data, quantitative tool development, and end-user coverage. In 2024, its app had an average monthly active user base of 10.535 million, demonstrating strong traffic advantages. Both parties have stated that this merger will enable complementary strengths, enhance synergy value, help Xiangcai Shares transform into a comprehensive financial service provider with a focus on technology, and activate Dazhihui’s user and data resources to address its lack of a brokerage license.

During the merger process, both sides 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 Shares 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 Shares, and Xiangcai Shares 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 reasons 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 most recent 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 the Review of Major Asset Restructurings of Listed Companies” and relevant disclosure standards, the Shanghai Stock Exchange has lawfully suspended the review, which is a routine procedural adjustment in major asset restructuring reviews.

Despite the review pause, both sides remain optimistic about the merger prospects. Xiangcai Shares emphasized that this suspension will not have a significant adverse impact on the transaction, and the company’s current operations are normal. They disclosed that Xiangcai Securities’ unaudited financial data for 2025 showed excellent performance, with total operating revenue of about 1.955 billion yuan, up 28.8% year-over-year, and net profit of about 553 million yuan, a 157.5% increase. This laid a solid foundation for post-merger business integration.

Dazhihui also stated that in 2025, through business optimization and cost reduction, the company’s losses narrowed significantly. It is expected that net profit attributable to the parent will be a loss of 34 million 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 stated 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 Shares and Dazhihui, as a typical case of “Finance + Technology” cross-industry restructuring, if successfully advanced, could create the third internet securities firm listed on A-shares.