Regulator Approves CICC's Triple Merger and Restructuring Plan

Deep News
Sep 08

On the evening of September 7th, a decisive milestone was reached in the process of China International Capital Corporation Limited (CICC) absorbing and merging two rival brokerages through a share swap. The China Securities Regulatory Commission (CSRC) gave its approval for this consolidation, which involves the complete absorption of Dongxing Securities and Xinda Securities into CICC.

According to the implementation schedule, CICC's A-shares will be suspended from trading starting September 15th to facilitate the application process for dissenting shareholders seeking to sell their shares. Concurrently, both Dongxing Securities and Xinda Securities will also see their A-shares halted on the same date, with their listings permanently ending without any further resumption.

CICC announced that the CSRC has issued the necessary approvals, permitting the registration of the share issuance plan where CICC will create 3.104 billion new shares to complete the merger. The regulatory body also ratified the absorption of both companies. Following the completion of this process, Dongxing Securities and Xinda Securities will be legally dissolved, and their existing branch networks will be converted into branches operating under the CICC banner.

On the shareholder front, the CSRC has granted approval for Cinda Asset to become a key shareholder in CICC, raising no objections to its acquisition of 1.329 billion shares, which will represent a 16.76% stake in the post-issuance share capital. Similarly, the regulator approved Oriental Asset's status as a principal shareholder, with no objections raised to its acquisition of 637 million shares, accounting for an 8.03% holding in the expanded share structure.

Regarding subsidiaries, the CSRC has sanctioned CICC's role as the main shareholder of Dongxing Fund, clearing the way for CICC to take over its 200 million yuan capital contribution, representing a 100% stake. The regulator also approved CICC's majority stake in Xinda Australia Asia Fund, allowing the firm to assume a 54% ownership position through a 54 million yuan capital injection. Furthermore, the CSRC has confirmed that Dongxing Futures and Xinda Futures will now have CICC as their controlling shareholder with 100% equity in both entities.

For the integration phase ahead, the regulatory approval mandates that CICC, along with Dongxing Securities and Xinda Securities, must methodically execute the consolidation. This includes implementing comprehensive plans for business operations, client transitions, and staff placement to safeguard client interests and maintain stability. CICC is directed to formulate and submit a detailed integration blueprint within one year, aligning with the preliminary framework already filed with the CSRC, and to work towards a seamless transition on a clear timeline. Until the integration concludes, the company must maintain strict risk isolation between itself and the merging entities, tightly regulate related-party transactions, and guard against any potential conflicts of interest or transfer risks.

On the same day, CICC also released a public notice detailing the buyout offer for A-share dissenting shareholders related to the share-swap merger. The company will utilize the Shanghai Stock Exchange trading system to allow all dissenting A-share holders to submit claims for their shares to be repurchased. To ensure the smooth execution of this process, CICC's A-shares will be suspended starting from the market open on September 15th, 2026, which marks the first day of the claim period, and will resume trading once the official results of the claim submissions are published. For Dongxing Securities and Xinda Securities, September 14th, 2026, will serve as the final trading day for their A-shares.

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