$Futu Holdings Ltd (FUTU.US)$ Guotai Junan Securities Co. an...

Guotai Junan Securities Co. and Haitong Securities Co. unveiled the terms of their proposed merger to create a state-backed brokerage with US$226 billion ($295.3 billion) in assets to compete with Wall Street firms expanding in the country.

Under the share swap deal, Guotai Junan will issue A shares and H shares to all holders of its smaller rival Haitong at a ratio of 0.62 to 1. The exchange offer is worth RMB8.57 ($1.58) in China, or a 2.3% discount on Haitong shares in Shanghai before they were suspended last month. In Hong Kong, the swap is worth HK$4.79 (81 cents) each, a premium of 32%, according to Bloomberg calculations.

In a move to replenish working capital, repay debts and fund the costs for the proposed merger, Guotai Junan plans to raise up to RMB10 billion from its controlling shareholder Shanghai State-owned Asset Management Co. via a share placement. The brokerage will place up to 626.2 million A shares at RMB15.97 each, according to its plan.

The deal comes a year after President Xi Jinping urged regulators to cultivate a few top-ranked investment banks to compete with global firms in China. The combination of the brokerages will create a new entity with assets of RMB1.6 trillion, topping Citic Securities Co. as the largest in the country.

The merger will boost the firm's global footprint, giving it coverage in Hong Kong, Singapore, New York, London, Tokyo and Mumbai, the companies said in a joint statement Wed.

Upon completion of the deal, Haitong will be delisted from Shanghai and Hong Kong and the newly merged entity will adopt a new name with a new management structure. The merger is pending approvals from shareholders and regulators. UBS Group AG is the financial adviser to Guotai Junan and DBS Group Holdings Ltd. advised Haitong.

Both Guotai Junan and Haitong will resume trading in Hong Kong and Shanghai on Thu.