A significant case of controlling stake transfer has emerged in the public fund industry. Recently, the Shanghai United Assets and Equity Exchange disclosed two equity transfer listings: Guolian Minsheng Securities Company Limited and French bank La Compagnie Financière Edmond de Rothschild are jointly offering their entire stakes in Zhonghai Fund Management Co., Ltd., representing a combined 58.409% ownership. Both shareholders are exiting completely and have set a "bundled acquisition" condition—the buyer must purchase the full stakes from both parties simultaneously.
This listing marks the second attempt by Guolian Minsheng Securities to divest. As early as December 30, 2025, the company announced its intention to publicly transfer its 33.409% stake in Zhonghai Fund, with an initial listing price not lower than the state-asset-approved valuation. At that time, using a market approach, China Union Assets Appraisal Group valued the stake at approximately 153 million yuan, indicating a 92.87% premium. However, the first listing failed to attract a buyer.
Three months later, Guolian Minsheng Securities changed its strategy. This time, it is listing jointly with its foreign shareholder, French bank LCF Rothschild. Together, they are offering a 58.409% stake. Guolian Minsheng Securities is selling its 33.409% stake with a reserve price of 153 million yuan, while the French bank is offering its 25% stake for 114 million yuan, resulting in a combined reserve price of approximately 267 million yuan. A key condition of the transfer is that the acquirer must purchase the entire stakes from both shareholders. This means a potential buyer could gain control of Zhonghai Fund in a single transaction. Notably, the reserve price for Guolian Minsheng Securities's stake shows no significant discount from the previous listing, suggesting the seller is not desperate for a quick, low-price sale but is instead attempting to attract strategic investors with a "control premium."
Currently, Zhonghai Fund's shareholding structure is as follows: China Oceanwide Trust Co., Ltd. holds 41.591%, Guolian Minsheng Securities holds 33.409%, and French bank LCF Rothschild holds 25.000%. The company is headquartered in Shanghai's Lujiazui financial district, has a branch in Beijing, and established a subsidiary, Zhonghai Hengxin Asset Management (Shanghai) Co., Ltd., in July 2013. Upon completion of this transfer, both Guolian Minsheng Securities and the French bank will exit completely, while China Oceanwide Trust will remain the largest shareholder, albeit with an unchanged stake. The acquirer will become the second-largest shareholder; however, the combined stake being transferred exceeds that of the largest shareholder, effectively granting control. Based on the listing information, Zhonghai Fund's overall valuation can be estimated to be in the range of 456 million to 458 million yuan.
This transfer has attracted market attention due to the prevalent "control premium" phenomenon in the public fund industry. Against the backdrop of intensifying Matthew Effect, the value of licenses held by top-tier fund companies continues to rise. For small and mid-sized firms, acquiring a controlling stake often represents an opportunity to "address weaknesses" or engage in "license arbitrage." Previously, BEA Union Fund introduced Spain's Santander Investment as a foreign shareholder with a 20% stake, and the major shareholder of Essence Fund completed a share increase. The controlling stake transfer of Zhonghai Fund is also expected to draw interest from securities firms, banks, or large private equity institutions.
An examination of operational data reveals a challenging performance picture for Zhonghai Fund. For the full year 2024, the company reported operating revenue of 125 million yuan. In 2025, operating revenue was 111 million yuan, with a net profit of 4 million yuan; full-year 2025 results are projected to be largely flat compared to the previous year. On an annualized basis, profitability remains very limited.
In terms of assets under management (AUM), Zhonghai Fund has long been in the "mini" category. As of the end of the fourth quarter of 2025, the company's AUM stood at 9.67 billion yuan, a decrease of 7.45 billion yuan, or over 40%, from the 17.121 billion yuan recorded at the end of 2024. Compared to other fund companies established in 2004, Zhonghai Fund ranks at the bottom in terms of scale.
Beyond performance and scale pressures, the company has also faced regulatory penalties. In April 2025, Zhonghai Fund was placed on a six-month restricted list for offline investors by the Securities Association of China due to six violations during IPO offline inquiry processes, including "failure to price prudently and insufficient pricing basis." It was also required to undergo compliance training. This incident highlights internal control weaknesses in the company's investment operations.
For any potential acquirer, taking control of Zhonghai Fund will involve confronting multiple challenges. The primary challenge is the scale dilemma—how to grow the approximately 10-billion-yuan AUM in an intensely competitive industry, which will test the new shareholder's channel resources and brand empowerment capabilities. Secondly, there is the need for performance recovery—with net profit hovering around just 3-4 million yuan, profitability urgently needs enhancement. Additionally, managing the relationship with the largest shareholder, China Oceanwide Trust, and optimizing the corporate governance structure will be unavoidable tasks for the new controlling shareholder.
The market will closely watch whether this transfer is successfully completed, how the acquirer plans to proceed, and to what extent the control premium for the public fund license can be realized. In an industry landscape where "the strong get stronger," whether a change in control can serve as a turning point for the revival of small and mid-sized fund companies remains to be seen over time.