Xiangcai Holdings' Acquisition and Merger of Dazihui Suspended Due to Expired Declaration Files

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Source: Shanghai Securities News · China Securities Journal

Shanghai Securities News · China Securities Journal (Reporter Xu Wei) — On March 15, Xiangcai Co., Ltd. and Dazhihui both announced that their proposed merger through share swap and the related fundraising have been suspended due to expired application data. The Shanghai Stock Exchange notified them of the suspension on March 14.

The main reason for the suspension is that key data in the application documents has expired. The valuation report submitted by Xiangcai Co., Ltd. is valid until March 14, 2026, but the latest audited financial statements are as of June 30, 2025. The related financial data will expire on March 31, 2026. Data updates are currently underway, and the SSE has suspended review of this transaction.

Xiangcai Co., Ltd. stated that the suspension will not significantly impact the transaction. The company’s operations are normal, and it is actively working with intermediaries to update valuation data, financial data, and application documents. Once completed, the company will promptly submit the updated materials to the SSE and request to resume review.

Looking back, the merger between Xiangcai Co., Ltd. and Dazhihui has been in progress for nearly a year. On March 28, 2025, both companies announced they were planning to merge through Xiangcai issuing A-shares to all Dazhihui A-share shareholders in exchange for Dazhihui shares, raising funds through this share swap.

After the transaction, Dazhihui will delist and deregister as a legal entity. Xiangcai Co., Ltd., as the surviving company, will inherit all assets, liabilities, business, personnel, contracts, and other rights and obligations of Dazhihui.

On October 23, 2025, the SSE accepted and reviewed Xiangcai’s application documents. On November 5 of the same year, Xiangcai received an inquiry letter from the SSE regarding the transaction.

Xiangcai stated that by integrating with Dazhihui, a leading company in financial technology, it aims to enhance its product offerings, technological capabilities, and user resources, further optimize its business layout, and strengthen collaboration in financial products, information technology, and user resources. The goal is to create differentiated, distinctive competitive advantages and achieve a “1+1>2” effect.

In terms of performance, Xiangcai expects a net profit attributable to shareholders of 400 million to 550 million yuan in 2025, a year-on-year increase of 266.41% to 403.81%. Its subsidiary, Xiangcai Securities, is projected to have an unaudited net profit of 553 million yuan in 2025, up 157.5% year-on-year. Dazhihui’s net profit for 2025 is expected to be between -34 million and -50 million yuan, still unprofitable but significantly reduced from the previous year, mainly due to increased revenue and cost reduction efforts.