Xiangcai Co., Ltd. Terminates Asset Acquisition Due to Expired Valuation Data; Company Will Promptly Update Materials to Resume Review

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In October last year, the exchange accepted the plan proposed by Xiangcai Securities Co., Ltd. (hereinafter referred to as “the Company” or “Xiangcai Securities”) to acquire and merge with Dazhihui through issuing A-shares to Dazhihui’s shareholding shareholders in exchange, and to raise supporting funds through issuing A-shares.

Recently, Xiangcai Securities announced that on March 14, 2026, it received a notice from the Shanghai Stock Exchange stating that the valuation data submitted with the company’s application documents for this transaction had expired and needed to be updated and resubmitted. According to the “Shanghai Stock Exchange Rules for Major Asset Restructuring of Listed Companies,” the exchange has suspended review of the transaction.

Xiangcai Securities stated that this suspension will not have a significant adverse impact on the related transaction, and the company’s operations are normal. The company and relevant intermediaries are actively working on updating valuation data, financial data, and application documents. Once completed, the company will promptly submit the updated application materials to the Shanghai Stock Exchange and apply for the resumption of review.

According to the major asset restructuring report published by Xiangcai Securities, this transaction involves Xiangcai Securities issuing A-shares to Dazhihui’s shareholders in exchange for their shares, as consideration for the merger. As of the record date for the share exchange, the shares of Dazhihui held by Xiangcai Securities and Xinhu Group will be directly canceled and will not participate in the exchange; Xiangcai Securities will not pay consideration.

It is understood that after this merger, Dazhihui will be delisted and its legal entity will be canceled; Xiangcai Securities, as the surviving company, will inherit all assets, liabilities, business, personnel, contracts, licenses, and other rights and obligations of Dazhihui, and will accordingly modify the registered capital and business scope of the surviving company.

On the other hand, the plan also includes raising supporting funds not exceeding 8 billion yuan. After deducting intermediary fees, transaction taxes, and related expenses, the funds will be used for financial large models and securities digitization projects, big data engineering and service network construction, wealth management integration projects, international financial technology projects, supplementing working capital, and debt repayment.

The listed transaction plan involves raising supporting funds based on this share exchange and merger, but the success of the fundraising is not a prerequisite for the merger; the implementation of the merger will not be affected by whether the fundraising is successful.

Xiangcai Securities’ earnings forecast shows that the company expects net profit attributable to the parent company for 2025 to be between 400 million and 550 million yuan, a growth of approximately 266.41% to 403.81% compared to the previous year; net profit after deducting non-recurring gains and losses is expected to be between 350 million and 450 million yuan, an increase of about 54.00% to 97.99%.

The main reasons for the expected performance increase include the overall upward trend of the domestic capital market in 2025, active market trading, and Xiangcai Securities’ wholly owned subsidiary, Xiangcai Securities Co., Ltd. (hereinafter “Xiangcai Securities”), actively seizing market opportunities and optimizing asset allocation. The performance of wealth management and self-operated businesses such as brokerage, credit, and investment advisory has significantly improved, driving a substantial increase in net profit; additionally, the company’s shareholding in Shanghai Dazhihui Co., Ltd. is expected to significantly reduce losses; the company continues to optimize its capital structure, resulting in lower financial expenses compared to the previous year.

Xiangcai Securities pointed out in the announcement that this transaction is an important measure to expand and upgrade its securities business into the financial technology service sector. By integrating with leading fintech companies like Dazhihui, Xiangcai Securities and its subsidiary, Xiangcai Securities, combine their resources—such as outlets, licenses, and products—with the client base, technology, and operational advantages of their partners. They leverage financial technology to continuously improve financial informatization, enrich service content, and enhance service quality, aiming to build a differentiated and distinctive competitive advantage.

Furthermore, the transaction will fully leverage the business strengths of both parties, achieve client and resource sharing, technological cooperation, market synergy, internal management restructuring, and strengthen core business competitiveness. Both sides will integrate mature product systems, customer resources, technological reserves, and channel resources to further optimize business layout, enhance the collaborative value of clients, channels, and financial products, and improve comprehensive financial service capabilities. In the international business sector, Xiangcai Securities can collaborate closely with Dazhihui to promote the internationalization of its securities operations.

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