We advised Guotai Junan Securities on the transaction, creating the largest securities company in China

Davis Polk advised Guotai Junan Securities Co., Ltd. on its merger with Haitong Securities Co., Ltd. by way of absorption and a share-for-share exchange, through which Guotai Junan Securities issued Guotai Junan A shares and Guotai Junan H shares to all the holders of Haitong A shares and Haitong H shares, respectively, in exchange for all of the issued shares of Haitong Securities, on the basis of a single exchange ratio. Upon completion of the merger and share exchange, Guotai Junan Securities assumed all assets, liabilities, businesses, employees, contracts, qualifications and all other rights and obligations of Haitong Securities. The legal status of Haitong Securities will subsequently be cancelled and deregistered. Davis Polk also advised Guotai Junan Securities on its concurrent placement of A shares with gross proceeds of approximately RMB10 billion.

Guotai Junan Securities engages primarily in wealth management, investment banking, institutional and trading business, investment management and international business. Guotai Junan Securities is a listed company with its shares listed separately on the Shanghai Stock Exchange (as A shares) and the Hong Kong Stock Exchange (as H shares) since 2015 and 2017, respectively.

Haitong Securities’s primary businesses are wealth management, investment banking, asset management, trading and institutional client services and financial leasing. Before its withdrawal of listing in March 2025 as a result of the merger, its shares had been listed on the Shanghai Stock Exchange (as A shares) and the Hong Kong Stock Exchange (as H shares) since 2007 and 2012, respectively.

Both Guotai Junan Securities and Haitong Securities are large comprehensive financial institutions, with leading positions in capital scale and profitability.

The Davis Polk corporate team included partners Miranda So, James C. Lin and Jason Xu, counsel - registered foreign lawyer Yue (Jenny) Yin, counsel Jennifer Ng and associates Calvin Lam, Michelle Chow and Marco Cheng. Counsel Bingqing Pan and registered foreign lawyer Moran Zhang provided advice in relation to the guaranteed notes. Members of the Davis Polk team are based in the Hong Kong and Beijing offices.

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