HHTG(600095) 中国经济网·2025-03-31 03:04Core Viewpoint - The merger between Xiangcai Co., Ltd. and DaZhiHui Co., Ltd. is a significant event in the Chinese financial market, with both companies experiencing stock price surges following the announcement of the merger plan [1][2]. Group 1: Merger Details - Xiangcai Co., Ltd. will absorb DaZhiHui through a share swap, with Xiangcai issuing A-shares to DaZhiHui shareholders as compensation [1][2]. - The share swap ratio is set at 1:1.27, meaning each share of DaZhiHui can be exchanged for 1.27 shares of Xiangcai [2]. - Following the merger, DaZhiHui will be delisted and cease to exist as a legal entity, with Xiangcai inheriting all assets, liabilities, and rights of DaZhiHui [1][3]. Group 2: Financial Aspects - The average trading price for Xiangcai shares over the 120 trading days prior to the pricing benchmark is 7.51 yuan per share, while DaZhiHui's is 9.53 yuan per share [2]. - The total amount of funds to be raised through the issuance of shares to specific investors is expected to be no more than 8 billion yuan, which will be used for business development and other related expenses [7][8]. Group 3: Shareholder Rights and Commitments - Both companies' major shareholders have committed to lock-up periods, with Xiangcai's lock-up lasting 18 months and DaZhiHui's lasting 12 months [5][6]. - Shareholders of both companies will have rights to request buyouts or cash options based on the average trading prices prior to the merger [5][6]. Group 4: Regulatory and Approval Process - The merger is classified as a major asset restructuring for both Xiangcai and DaZhiHui, requiring approval from their respective boards and shareholders, as well as regulatory bodies [9][10][11]. - The completion of the merger is contingent upon obtaining necessary approvals and registrations from the Shanghai Stock Exchange and the China Securities Regulatory Commission [11].