Guotai Junan Securities Co., Ltd. (SHSE:601211) agreed to acquire Haitong Securities Co., Ltd. (SHSE:600837) for approximately CNY 100 billion on September 5, 2024. As of October 9, 2024 parties have entered into Merger Agreement. The Consideration exchange ratio has been fixed at 0.62 for Haitong Securities A and H security shareholders. Guotai Junan will also issue new shares in the onshore market to raise funds for the deal. The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer shareholders, approval of offer by acquirer board and approval of offer by target shareholders. As of November 18, 2024, all necessary PRC anti-trust filings with the SAMR for the Proposed Merger has therefore been satisfied. As of November 19, 2024, Shanghai SASAC issued the approval on related matters in respect of Guotai Junan Securities Co., Ltd. merging with Haitong Securities Co., Ltd. by way of absorption and share exchange and implementing an ancillary fundraising, and in principle agreed to the overall proposal of the Proposed Merger and the Proposed Placement. As of December 13, 2024, the transaction has already been approved by the shareholers of Guotai Junan and Shanghai State-owned Assets Supervision and Administration Commission. On December 19, 2024, the Hong Kong Securities and Futures Commission has, pursuant to section 132 of the SFO, approved the application of Guotai Junan Securities to become a substantial shareholder. On December 23, 2024, Haitong Securities received a notification from the Shanghai Stock Exchange regarding the acceptance of the application for the merger of Guotai Junan Securities Co., Ltd. with Haitong Securities Co., Ltd. To protect the interests of Haitong Securities Co., Ltd.?s shareholders, this merger will grant a cash option to eligible dissenting shareholders of Haitong Securities Co., Ltd. On the same day, the China Securities Regulatory Commission also approved the deal. Upon completion of the merger, Haitong Securities will be dissolved in accordance with the laws, and the branches of Haitong Securities will be changed to the branches of Guotai Junan Securities.

The transaction is still subject to approval by HKSE and other competent regulatory authorities and necessary approvals from foreign antitrust, foreign investment, or any other regulatory agencies before it can be officially implemented. The Merger and Acquisition Review Committee of the Shanghai Stock Exchange approved the transaction on January 9, 2025. The China Securities Regulatory Commission approved the transaction on January 17, 2025.

UBS AG Hong Kong Branch and Shao Difan, Shi Changhao, You Yandong, Xu Siyuan, Hao Mingcheng and Zhang Yue of Orient Securities Limited acted as Financial advisor to Guotai Junan Securities Co., Ltd and DBS Bank Ltd., Hong Kong Branch acted as Financial advisor to Haitong Securities. Orient Securities Limited, Wu Jia, Chen Mo, Ke Rui, Zhou Yijie, Zhang Qiqun, Si Jiayi, Fei Xiaoyu and Zhang Lei of BOC International (China) CO., LTD acted as Financial advisor to Guotai Junan Securities Co., Ltd. Mou Jian, Zheng Yan and Sun Yi of Haiwen & Partners, Liu Wei, Song Pingping and Zhou Han of Grandall Lawyers (Shanghai) Office acted as legal advisor to Guotai Junan Securities. Wang Guobei, Yu Jingjing and Wang Xia of KPMG Huazhen Certified Public Accountants, Zheng Xiaodong and Li Ping of BDO China SHU LUN PAN Certified Public Accountants acted as accountant to Guotai Junan Securities Co., Ltd. Davis Polk & Wardwell LLP, Hong Kong Office acted as legal advisor to Guotai Junan Securities Co., Ltd. Joey Chau and Brian Ho of Kirkland & Ellis acted as legal advisor to UBS AG.