Guolian Minsheng Securities Completes Full Rollout of Parent-Subsidiary Structure with One Headquarters Plus Eight Subsidiaries

Deep News
11/04

On November 4, Guolian Minsheng Securities Company Limited (ASX: 601456) disclosed its integration plan for Guolian Futures to absorb and merge Minsheng Futures through a share swap. This highly anticipated brokerage merger has now completed the final piece of its structural integration, marking the full formation of Guolian Minsheng Securities' framework of "one headquarters plus multiple specialized subsidiaries." The company has successfully navigated the entire process of "legal merger—equity consolidation—business segmentation—structural finalization," becoming a benchmark sample of market-oriented M&A in the securities industry following the release of the new "Nine National Guidelines."

Final Move: Futures Integration Completes the Last Piece

According to Guolian Minsheng Securities' announcement, pursuant to the requirements of the China Securities Regulatory Commission approval document No. 1911 of 2024 regarding the integration of Guolian Futures and Minsheng Futures, and in order to effectively resolve horizontal competition, Guolian Futures plans to absorb and merge Minsheng Futures through a share swap. The 100% equity interest in Minsheng Futures originally held by Minsheng Securities will be entirely converted into shares of Guolian Futures, and Guolian Futures will simultaneously complete the absorption and merger of Minsheng Futures. After the transaction is completed, Guolian Futures will continue to exist and inherit all assets, liabilities, businesses, personnel, contracts, qualifications, and all other rights and obligations of Minsheng Futures; Minsheng Futures will be legally dissolved and its legal personality deregistered, with its branches becoming branches of Guolian Futures. The controlling shareholder of Guolian Futures will change from Guolian Group to Minsheng Securities, and the company will include Guolian Futures in its consolidation scope in accordance with relevant accounting standards. This is the final chapter in the construction of Guolian Minsheng Securities' parent-subsidiary structure.

At this point, the company has formed a complete "one headquarters plus multiple specialized subsidiaries" group structure: the parent company focuses on proprietary trading-related businesses including fixed income, equities, and derivatives investments, while wealth management, asset management, investment banking, public fund management, alternative investments, private equity investment, overseas business, and futures business are respectively undertaken by specialized subsidiaries.

Structure Finalized: Eight Specialized Subsidiaries Each in Position, Integration Path Clear and Replicable

Since the beginning of this year, Guolian Minsheng Securities has intensively disclosed announcements surrounding the construction of its parent-subsidiary structure, with integration actions closely interconnected.

The wealth management subsidiary was the first to take shape. On August 10, the company announced the gratuitous transfer of wealth management business-related assets to Minsheng Securities, and the gratuitous transfer of Minsheng Securities' fixed income investment business and equity investment business-related assets to the company. After the transfer was completed, Minsheng Securities was positioned as a subsidiary primarily engaged in wealth management business, with its registered capital reduced from 11.510 billion yuan to 1.510 billion yuan, achieving a supporting adjustment of "capital following business transfer." Based on public data from 2025, after integration, Minsheng Securities' brokerage client count will increase from 1.48 million to approximately 3.55 million, its branches will increase from 74 to 170, and its financial product sales scale will increase from 17.7 billion yuan to over 120 billion yuan.

The alternative investment subsidiary plan was finalized. On August 29, the company disclosed the resolution of the ninth meeting of the sixth board of directors, approving the proposal for wholly-owned subsidiary Guolian Innovation Investment Co., Ltd. to absorb and merge Minsheng Securities Investment Co., Ltd. After the merger is completed, Guolian Innovation will continue to operate, taking over all personnel, businesses, assets, and related rights and obligations of Minsheng Investment, while Minsheng Investment will be legally deregistered, further optimizing the alternative investment business layout.

The private equity subsidiary merger was confirmed. On October 29, the company disclosed the resolution of the eleventh meeting of the sixth board of directors, approving the proposal to merge Guolian Minsheng Capital Investment Co., Ltd. with Minsheng Equity Investment Fund Management Co., Ltd., and to gratuitously transfer the 40% equity interest in Zhongmin Chuangxing Private Fund Management (Beijing) Co., Ltd. held by Minsheng Equity to Guolian Minsheng Capital, further optimizing the private equity investment business layout.

The futures subsidiary was the final piece. The share swap absorption and merger plan disclosed on November 4 marked the full positioning of the eight specialized subsidiary structures. In addition to the subsidiaries that were key priorities this year, other specialized subsidiaries including Guolian Minsheng Underwriting and Sponsorship, Guolian Securities (Hong Kong), Guolian Securities Asset Management, and Guolian Fund have all completed positioning adjustments in accordance with the principle of "business layering and professional division of labor," forming a complete business matrix covering investment banking, cross-border operations, asset management, public funds, alternative investments, and private equity investment.

Integration Benchmark: Performance Continues High Growth, Single-Quarter Counter-Trend Double Increase Demonstrates Resilience

Guolian Minsheng Securities' integration practice provides the securities industry with a replicable model of "business isolation, capital intensification, and professional division of labor." In 2025, the company achieved leapfrog growth in total assets, operating revenue, and net profit attributable to shareholders; in the first three quarters of 2026, integration dividends continued to materialize, with performance maintaining a high growth trajectory: operating revenue of 6.739 billion yuan, up 11.61% year-on-year; net profit attributable to shareholders of 2.108 billion yuan, up 19.59% year-on-year; and growth in non-recurring net profit reaching 21.78%. Against the backdrop of generally pressured single-quarter performance for listed brokerages in the third quarter, Guolian Minsheng Securities achieved single-quarter revenue of 2.169 billion yuan and net profit of 693 million yuan, up 7.02% and 8.98% year-on-year respectively, achieving a counter-trend double increase and demonstrating operational resilience after integration.

Various business segments showed numerous highlights: investment banking business maintained its position in the industry's first tier on key indicators, completing 5 IPO projects in the first three quarters. As of the end of the third quarter, the number of IPO projects under review and the number of IPO applications filed during the year both ranked 4th in the industry, while the number of New Third Board listings and the number of Beijing Stock Exchange IPO applications filed during the year both ranked 1st in the industry; research business commission income ranking rose to 8th in the industry, firmly establishing itself in the top tier amid the restructuring of the sell-side landscape.

"The key to successful M&A is not the stacking of licenses, but business isolation, capital intensification, and professional division of labor," noted industry insiders. Guolian Minsheng's "one headquarters plus multiple specialized subsidiaries" structure achieves "capital following business"—capital-intensive businesses are centrally undertaken by the parent company, while light-capital businesses operate independently in subsidiaries, optimizing capital allocation efficiency while enhancing earnings stability.

State-Owned Enterprise Responsibility: Shareholder Support and Policy Response in Resonance

The advancement of Guolian Minsheng Securities' integration has been consistently accompanied by the firm support of controlling shareholder Guolian Group. From March 2023, when Guolian Group won the bid for Minsheng Securities equity at 9.105 billion yuan; to yesterday, when Guolian Minsheng Securities disclosed an announcement on its controlling shareholder's share increase plan, with Guolian Group intending to increase its holdings of the company's A-shares by 80 million to 100 million yuan using its own funds, with an implementation period extending to March 31, 2027, and committing not to reduce holdings during the increase period and within the statutory period; to promoting the change of Guolian Futures' controlling shareholder to Minsheng Securities and achieving unified operation of futures business. These important measures and support from Guolian Group, on one hand, demonstrate the controlling shareholder's firm confidence in Guolian Minsheng Securities' long-term development prospects and high recognition of its corporate value; on the other hand, Guolian Group, as a Wuxi municipal state-owned enterprise, has always regarded Guolian Minsheng Securities as an important platform for serving regional economic development and supporting the building of a financial powerhouse.

As a state-owned financial enterprise, Guolian Minsheng Securities also proactively takes responsibility and acts actively. In August 2026, the company launched a 100 million to 200 million yuan share buyback plan, repurchasing A-shares with its own funds to safeguard company value and shareholder rights, sending a positive signal to the market of integration completion and valuation recovery. Yesterday, the China Securities Regulatory Commission organized the third batch of securities, fund, and insurance company swap facility (SFISF) operations, and Guolian Minsheng Securities responded actively to the call, participating immediately and successfully winning the bid. This is the company's second consecutive participation in this business, supporting the stable development of the capital market through practical action and demonstrating the responsibility of a state-owned financial enterprise.

From "coming together" to "becoming stronger," Guolian Minsheng Securities' integration journey continues to deepen. With the parent-subsidiary structure fully in place and business synergy effects continuing to be released, this brokerage market-oriented M&A sample—the first to land and the fastest to advance after the new "Nine National Guidelines"—is steadily advancing toward the goal of becoming a "first-class investment bank." Under the regulatory policy orientation of encouraging excellence and strength, the professional division of labor model of "one headquarters plus multiple specialized subsidiaries" will become a valuable reference and exploration for the high-quality development of large and medium-sized brokerages.

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