XIANGCAI plans to conduct a stock swap to absorb and merge with DZH

According to the announcement on the evening of September 25, Xiangcai Co., Ltd. (600095.SH) plans to conduct a stock swap to absorb and merge with DZH (601519.SH). Xiangcai Co., Ltd. will issue A-shares to the stock swap counterpart as payment for the absorption and merger. As of the equity registration date for the stock swap implementation, the shares of DZH held by Xiangcai Co., Ltd. and the shares of DZH held by Xinhu Group will be directly canceled and will not participate in the stock swap, and Xiangcai Co., Ltd. will not pay consideration for those shares. The price for dissenting shareholders of Xiangcai Co., Ltd. to exercise their acquisition rights is based on the average trading price of Xiangcai Co., Ltd. shares over the 120 trading days prior to the pricing benchmark date for this absorption and merger, which is RMB 7.51 per share. The cash option price for dissenting shareholders of DZH is based on the average trading price of DZH shares over the 120 trading days prior to the pricing benchmark date for this absorption and merger, which is RMB 9.53 per share. In addition, the total amount of funds raised in this transaction will not exceed RMB 8 billion. After deducting intermediary fees and transaction taxes and other related costs, the funds are intended for projects such as financial large models and securities digital construction, big data engineering and service network construction, integrated wealth management projects, international financial technology projects, replenishing working capital, and repaying debts. There are significant synergies in the main businesses of both parties in this transaction. After the completion of this transaction, the main business of the surviving company will add domestic and foreign securities information services, big data and data engineering services, and other financial information services based on the securities service industry. This transaction can fully leverage the business advantages of both parties, achieve user and resource sharing, technological cooperation, market synergy, reshape internal management, and strengthen competitiveness in advantageous business areas. Xiangcai Co., Ltd. aims to achieve leapfrog development through the integration of its business with the leading financial technology company DZH, integrating mature product systems, technological strength, and user resources, further improving its business layout, enhancing the collaborative value in financial products, information technology, and user resources, and enhancing comprehensive financial service capabilities, fully creating differentiated and specialized competitive advantages, and striving to achieve a "1+1>2" effect through the integration of both parties' businesses