Another case of listed securities firms' merger: What are the highlights of Guohai Securities and Datong Securities?

Who will become the controlling shareholder of Datong Securities? After the controlling stake failed to sell at auction twice, an interested party finally emerged ahead of the third auction.

On July 15, Guohai Securities issued an announcement stating that it plans to participate in this equity auction. If the company wins the bid, it will obtain control of Datong Securities. Reporters learned that the third judicial auction for the 51.59% controlling stake in Datong Securities will start on July 16, with the starting price reduced to 3.2 billion yuan, approximately 90% of the second auction price and 70% of the first auction price.

As a long-established full-license brokerage firm based in Dalian, the direction of Datong Securities' controlling stake has drawn widespread attention from the industry. Guohai Securities, which is stepping in to break the deadlock this time, is the only listed brokerage firm headquartered in Guangxi, with its actual controller being Guangxi Investment Group.

As of now, no other participants have been identified besides Guohai Securities. Guohai Securities stated in its announcement that if the company wins the auction, it will obtain control of Datong Securities. In accordance with relevant regulatory requirements, the acquisition of control over Datong Securities still needs to be approved by the China Securities Regulatory Commission.

The industry has four key points of attention regarding Guohai Securities' move at this juncture.

Point 1: Why bid at this moment?

Why take action now? The most critical factor is that the starting price of 3.2 billion yuan for the third auction has significantly reduced the cost of acquiring this full license. Specifically, the starting price for the third auction has been further lowered to 3.2 billion yuan, corresponding to a price-to-book ratio of 1.19 times, with a total discount of over 1.1 billion yuan compared to the assessed value. Industry analysts believe that the price has fallen within a reasonable valuation range, and entering the market to acquire a full-license brokerage qualification at this time carries strategic premium and efficiency advantages.

On the other hand, from the perspective of industry trends, against the backdrop of regulators encouraging differentiated development among small and medium-sized brokerages, mergers and acquisitions have become the mainstream choice for high-quality industry development. Guohai Securities' acquisition move aligns with policy guidance. If Guohai Securities successfully secures the controlling stake, the "Guohai + Datong" combination is expected to become the third brokerage merger and acquisition case of the year.

For Datong Securities, the long-standing absence of an actual controller has been dragging down its development, with capital supplementation, business expansion, and talent recruitment all facing obstacles. Therefore, Guohai Securities' move is a reasonable course of action.

As the only legal-person listed brokerage in Guangxi, market-oriented external mergers and acquisitions directly help the company rapidly expand its asset scale and business scope in a short period of time, serving as an important path and measure to achieve its strategic goal of "building a first-class investment bank with distinctive features in wealth management and institutional business".

Point 2: What impact will it have on Guohai Securities' operational capabilities?

The most immediate effect is that if Guohai Securities successfully becomes the controlling shareholder of Datong Securities, it will strengthen Guohai Securities' capital base, leading to a slight improvement in its financial indicators and industry ranking, especially in the wealth management business. Guohai Securities also announced that this transaction will help the company expand its asset and business scale, integrate customer resources in the wealth management business, further enhance business influence and market competitiveness, increase business revenue and market share, and benefit the interests of the company and its shareholders.

Changes in key indicators before and after the merger of "Guohai + Datong" (based on 2025 financial data).

Data shows that Guohai Securities had total assets of 68.889 billion yuan and net assets of 22.557 billion yuan at the end of 2025, ranking 35th and 33rd respectively among 42 listed brokerages. Its operating revenue in 2025 was 3.454 billion yuan, with net profit attributable to parent company shareholders reaching 769 million yuan. Meanwhile, Datong Securities had net assets of 5.215 billion yuan and net capital of 5.127 billion yuan at the end of 2025, with a net capital-to-net assets ratio of 98.33%, proprietary asset-liability ratio of 5.54%, liquidity coverage ratio of 1015.19%, net stable funding ratio of 592.21%, and no significant external liabilities.

Based on a simple summation of 2025 indicators, the merged entity will have net assets of 27.77 billion yuan, an increase of 23.1% compared to Guohai Securities alone, pushing its industry ranking from 37th to 30th. Against the backdrop of the brokerage industry's capital-intensive transformation, the leap in net capital scale will directly unlock growth space for capital-consuming businesses such as margin trading, market making, and derivatives, and also help optimize the regulatory classification evaluation results.

From the perspective of business increment, Datong Securities' operations are mainly concentrated in mature low-risk areas such as brokerage, margin trading, and proprietary fixed income investments. For Guohai Securities, net interest income and brokerage business will benefit most directly, with their scale increasing by 36.7% and 16.4% respectively after the merger, and their industry rankings rising accordingly. For some regional medium-sized brokerages, achieving rapid growth in wealth management business assets through acquisitions carries certain strategic value.

In recent years, Guohai Securities has carried out systematic reforms in the wealth management sector, continuously deepening the transformation to buyer-side investment advisory services, strengthening investment research and technology empowerment, and building professional, digital, and user-friendly wealth management service capabilities. In 2025, Guohai Securities' wealth management business revenue increased by 29.89% year-on-year.

In terms of industry ranking, this merger will slightly advance Guohai Securities' overall position, with key indicators such as operating revenue and net profit expected to rise by 1 to 2 places. Datong Securities' investment banking and asset management businesses are almost negligible in scale, so Guohai Securities' industry rankings in these two areas will remain unchanged after the merger.

It is worth noting that since only Guohai Securities holds a stake in Guohai Franklin Fund among the two brokerages, this merger will not involve any non-compete issues related to fund licenses.

Point 3: How to enhance nationwide business layout?

Rapidly obtaining a "ticket to entry" into the northern market is another highly promising source of effective growth.

From the perspective of regional layout, Datong Securities has been deeply rooted in the Northeast region for many years. If Guohai Securities successfully acquires Datong Securities, it will effectively fill its own gaps in the northern market and accelerate its nationwide expansion.

As a long-established full-license brokerage based in Dalian, Datong Securities has years of accumulated branch networks, customer bases, and local government and enterprise relationships in Liaoning province, while also having branches in core cities such as Shanghai and Beijing. This provides direct synergistic value for brokerages seeking to further expand into the northern market and improve their nationwide layout.

Guohai Securities has a total of 109 securities branches and business divisions engaged in retail wealth management, covering 21 provincial-level regions, including 48 outlets within Guangxi. Guohai Securities is the brokerage firm with the largest number of securities outlets in Guangxi, ranking first in market share in the region, with obvious regional and brand advantages.

Guohai Securities' wealth management business adopts a core architecture of "headquarters empowerment + regional collaboration", building a "1+N" intensive operation system - the headquarters coordinates overall planning, provides unified strategic output and digital tool support; branches focus on local customer operation and scenario implementation, forming an intensive model of "centralized strategy and agile execution". Sustained growth has been achieved through the coordinated promotion of a three-dimensional customer acquisition system of "online, offline, and human resources" and a new intelligent operation model of "four-in-one" (employee side, customer side, operation side, management side).

Point 4: How to achieve transformation from "scale addition" to "capability multiplication"?

In the long run, if Guohai Securities successfully secures control of Datong Securities, whether the two brokerages can achieve a substantive leap from "scale addition" to "capability multiplication", and how the wealth management business can leverage cross-regional collaboration to achieve new breakthroughs, will undoubtedly become the next focus of market attention.

It is worth noting that Datong Securities still faces multiple practical constraints, which are the core reasons for its two previous failed auctions. These are realistic factors that the intended acquirer must consider. This auction is a result of Huaxin Trust's debt restructuring, and the equity involved consists of three parts: 932 million shares held by Huaxin Trust (accounting for 28.25%), 302 million shares held by Haichuang Huitong (a second-level wholly-owned subsidiary of Huaxin Trust, accounting for 9.16%), and the contractual rights to 468 million shares (accounting for 14.18%) held by Dalian Huagen Machinery Co., Ltd. to be assumed by a third party designated by Haichuang Huitong.

On one hand, approximately 23.44% of the auctioned shares are under pledge, and there is uncertainty in the subsequent release of the pledge. On the other hand, the change of controlling shareholder of a brokerage must be approved by the China Securities Regulatory Commission. Datong Securities itself has a weak business foundation, and post-acquisition team integration, business reorganization, and capital supplementation will all require additional investment.

This article is from the WeChat Official Account "CLS", written by Lin Jian, and published with authorization from 36Kr.