Guolian Minsheng (01456): Guolian Futures plans share swap to absorb and merge Minsheng Futures

Guolian Minsheng (01456) announced that on November 4, 2026, following deliberation and approval by the board of directors, Guolian Futures, Minsheng Futures and Minsheng Securities entered into an absorption merger agreement. In accordance with the integration work requirements for Guolian Futures and Minsheng Futures set out in the "Official Reply on Approving the Registration of Guolian Securities Co., Ltd.'s Issuance of Shares to Purchase Assets and Raise Matching Funds, and on Approving Changes in Major Shareholders of Guolian Securities Co., Ltd. and Minsheng Securities Co., Ltd., and Changes in Actual Controllers of Minsheng Fund Management Co., Ltd. and Minsheng Futures Co., Ltd., etc." (CSRC Permit [2024] No. 1911), and in order to effectively resolve horizontal competition, Guolian Futures plans to absorb and merge Minsheng Futures through a share swap, whereby the entire 100% equity interest in Minsheng Futures originally held by Minsheng Securities will be fully converted into shares of Guolian Futures, and Guolian Futures will simultaneously complete the absorption and merger of Minsheng Futures. Upon completion of this transaction, 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 the relevant provisions of accounting standards. The share swap price and number of shares for this transaction are determined on the basis of the appraisal results of Guolian Futures and Minsheng Futures by the appraisal institution. Upon completion of this transaction, the absorbing party Guolian Futures will continue to exist and will succeed to all assets, liabilities, businesses, personnel, contracts, qualifications and all other rights and obligations of Minsheng Futures. The absorbed party Minsheng Futures will be dissolved in accordance with law and its legal personality cancelled, and its branches will be changed into branches of Guolian Futures. Upon completion of this transaction, the registered capital of Guolian Futures will increase accordingly to approximately RMB949 million, of which Minsheng Securities will hold approximately 499 million shares, accounting for 52.57%; the number of shares held by Guolian Futures' original shareholders Guolian Group, Guolian Materials and Shanghai Haorong will remain unchanged, with their shareholding ratios reduced to 44.46%, 0.84% and 2.13%, respectively. As of September 30, 2026, the appraised value of all shareholders' equity of Guolian Futures was approximately RMB1.293 billion, on which basis the share swap price for this merger was determined at RMB2.8739 per share. The appraised value of all shareholders' equity of Minsheng Futures was approximately RMB1.433 billion. Based on this calculation, upon completion of this merger, the number of Guolian Futures shares to be obtained by Minsheng Securities, the original shareholder of Minsheng Futures, will be approximately 499 million shares.