上海市锦天城律师事务所 关于中国船舶工业股份有限公司 换股吸收合并中国船舶重工股份有限公司暨关联交易 实施情况之法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 11/12 层 电话：021-20511000 传真：021-20511999 邮编：200120 | | | | 正 文 5 | | | --- | --- | | 一、本次交易方案 | 5 | | 二、本次交易的批准和授权 | 5 | | （一）中国船舶已取得的批准和授权 5 | | | （二）中国重工已取得的批准和授权 6 | | | （三）国务院国资委的批准 | 8 | | （四）行业主管部门的批准 | 8 | | （五）上交所的审核及证监会的同意 8 | | | 三、本次交易的实施情况 | 8 | | （一）资产交割及过户情况 | 8 | | （二）债权债务承继情况 | 9 | | （三）合同承继情况 | 9 | | （四）资料交接情况 | 9 | | （五）员工安置情况 | 9 | | （六）收购请求权及现金选择权实施情况 9 | | | （七）中国重工终止上市情况 | 10 | | （八）中国船舶换股股票发行情况 10 ...

经济观察网中国船舶（600150）公告，公司换股吸收合并中国重工暨关联交易实施完成。新增股份 30.53亿股，上市日期为2025年9月16日。中船重工集团、中船工业集团等换股取得的股份14.54亿股，自 发行结束之日起6个月内不得转让。 ...

Core Insights - The maritime equipment sector experienced a slight increase of 0.42% on September 11, with Zhongke Haixun leading the gains [1] - The Shanghai Composite Index closed at 3875.31, up 1.65%, while the Shenzhen Component Index closed at 12979.89, up 3.36% [1] Sector Performance - Zhongke Haixun (300810) closed at 44.25, with a rise of 2.95% and a trading volume of 48,200 shares, amounting to a transaction value of 211 million yuan [1] - Guorui Technology (300600) closed at 16.88, up 2.18%, with a trading volume of 128,700 shares and a transaction value of 214 million yuan [1] - Hailanxin (300065) closed at 19.04, increasing by 2.04%, with a trading volume of 405,600 shares and a transaction value of 764 million yuan [1] - Jianglong Shipbuilding (300589) closed at 13.28, up 1.68%, with a trading volume of 79,300 shares and a transaction value of 10.5 million yuan [1] - China Shipbuilding Defense (600685) closed at 26.85, increasing by 1.63%, with a trading volume of 95,700 shares and a transaction value of 254 million yuan [1] - Tianhai Defense (300008) closed at 6.50, up 1.56%, with a trading volume of 616,100 shares and a transaction value of 397 million yuan [1] - Yaxing Anchor Chain (601890) closed at 9.76, increasing by 1.04%, with a trading volume of 183,200 shares and a transaction value of 177 million yuan [1] - China Marine Defense (600764) closed at 30.36, up 0.63%, with a trading volume of 83,900 shares and a transaction value of 254 million yuan [1] - China Shipbuilding (600150) closed at 37.93, slightly down by 0.13%, with a trading volume of 673,700 shares and a transaction value of 2.536 billion yuan [1] Capital Flow - The maritime equipment sector saw a net outflow of 315 million yuan from institutional investors, while retail investors contributed a net inflow of 281 million yuan [1] - The detailed capital flow for individual stocks indicates varying levels of net inflow and outflow among different companies [2] - For instance, Yaxing Anchor Chain (601890) had a net inflow of 11.37 million yuan from retail investors, despite a net outflow from institutional and speculative investors [2]

Core Insights - Luda Technology Group has formed a strategic partnership with major Chinese shipbuilders to enhance the research and manufacturing of specialty-material flanges and pipe fittings for ammonia-fuelled vessels, marking a significant step towards supply chain independence in the Chinese shipbuilding sector [1][2] Group 1: Partnership Details - The partnership includes China State Shipbuilding Corporation (CSSC), Haiting (Nantong) Shipbuilding Company, and COSCO Shipping Heavy Industry Company, with Luda Taian Industrial Company supplying certified products for high-value-added ships such as LNG carriers and luxury cruise ships [2][6] - The collaboration aims to establish joint technical R&D teams to innovate in new materials, processing techniques, and digital supply chain management [3][4] Group 2: Technological Advancements - Luda Taian is testing ammonia-resistant materials, including high-nickel alloys and special stainless steels, to tackle challenges like high corrosiveness and hydrogen embrittlement risks associated with ammonia fuel [4][5] - The company is developing appropriate welding and heat treatment processes to support these new materials [4] Group 3: Strategic Vision - The CEO of Luda Technology emphasized that this collaboration is a pivotal move in transitioning from a component manufacturer to a technology solution provider, aiming to elevate the status of Chinese manufacturing in the global high-end marine equipment sector [6][7] - Continued investment in R&D is planned to ensure compliance with stringent international standards and to collaboratively define technical standards for next-generation green vessels [7]

Market Overview - The marine equipment sector experienced a slight decline of 0.13% on September 10, with Guorui Technology leading the losses [1] - The Shanghai Composite Index closed at 3812.22, up 0.13%, while the Shenzhen Component Index closed at 12557.68, up 0.38% [1] Stock Performance - Key stocks in the marine equipment sector showed mixed performance, with China Shipbuilding at 37.98, up 0.37%, while Guorui Technology fell by 5.76% to 16.52 [1] - The trading volume and turnover for major stocks were significant, with China Shipbuilding recording a turnover of 2.486 billion yuan [1] Capital Flow - The marine equipment sector saw a net outflow of 283 million yuan from main funds, while retail investors contributed a net inflow of 259 million yuan [1] - Specific stock capital flows indicated that China Shipbuilding had a net outflow of 1.13 billion yuan from main funds, but a net inflow of 916 million yuan from retail investors [2]

Core Viewpoint - The merger of China Shipbuilding Industry Corporation (China Shipbuilding) and China Shipbuilding Heavy Industry Corporation (China Heavy Industry) marks a significant milestone in the Chinese shipbuilding industry, aiming to enhance competitiveness and reshape the global shipbuilding market [2][6]. Group 1: Merger Details - On September 5, 2025, China Heavy Industry's A-shares officially ceased trading, with shareholders converting their shares to China Shipbuilding shares at a ratio of 1:0.1339 [2][5]. - Post-merger, China Shipbuilding's asset scale will exceed 400 billion yuan, making it the largest and most comprehensive listed shipbuilding company globally [2][6]. - The merger is the largest restructuring project in A-share capital market history and the largest corporate merger in the global shipbuilding industry [6]. Group 2: Financial Performance - In the first half of 2025, China Shipbuilding reported a net profit increase of 108.59%, while China Heavy Industry's net profit surged by 227.07% [3][10]. - China Shipbuilding achieved a revenue of 40.325 billion yuan, a year-on-year increase of 11.96%, with a total profit of 3.518 billion yuan, reflecting a 129.50% growth [8][9]. - China Heavy Industry's revenue reached 32.621 billion yuan, up 47.56%, with a net profit of 1.745 billion yuan [10]. Group 3: Market Impact and Future Outlook - The merger is expected to enhance China Shipbuilding's bargaining power and delivery capabilities in the high-end ship sector, positioning it as a "super aircraft carrier" in the global market [6][7]. - Analysts predict a long-term upward cycle in the global shipbuilding industry, driven by environmental regulations and the need to replace aging fleets, with potential new ship orders valued at $1.2 trillion [11].

Group 1 - The marine equipment sector experienced a decline of 2.06% on September 8, with China Shipbuilding leading the drop [1] - The Shanghai Composite Index closed at 3826.84, up 0.38%, while the Shenzhen Component Index closed at 12666.84, up 0.61% [1] Group 2 - On the same day, the marine equipment sector saw a net outflow of 741 million yuan from institutional investors, while retail investors contributed a net inflow of 642 million yuan [2] - The table provided shows various stocks within the marine equipment sector, detailing their net inflows and outflows from different types of investors [2]

Market Overview - The A-share market showed mixed performance this week, with the Shanghai Composite Index declining by 1.18% and the Shenzhen Component Index falling by 0.83%. However, the ChiNext Index saw a monthly increase of 2.35% [1]. Sector Performance - The battery, photovoltaic equipment, and precious metals sectors experienced significant gains, with solid-state battery and energy metal stocks being particularly active [1]. - The battery sector led the gains, with Tianhong Lithium Battery rising by 78.78% and XianDao Intelligent increasing by 51.51% [1]. Policy and Industry Developments - The recent "Action Plan for Stable Growth in the Electronic Information Manufacturing Industry (2025-2026)" issued by two departments supports foundational research in cutting-edge technologies, including all-solid-state batteries [1]. - The China Automotive Engineering Society will hold a review meeting for ten group standards related to solid-state battery assembly methods in Beijing on September 10-11, 2025, which is expected to promote the standardization of the solid-state battery industry [1]. Precious Metals Market - The precious metals sector saw notable activity, with Western Gold rising by 49.70%. COMEX gold futures increased by 3.52%, marking the strongest weekly gain in nearly four months, while international gold prices reached a historical high [1]. - Recent executive orders from Trump exempting tariffs on metals such as gold, tungsten, and uranium may influence market dynamics [1]. Capital Flow - Major inflows of capital were observed in Agricultural Bank of China, CATL, and China Shipbuilding, each exceeding 1.5 billion yuan [1]. - Conversely, significant outflows were noted in Dongfang Wealth, New Yi Sheng, and Northern Rare Earth, with outflows exceeding 5 billion yuan [1].

Core Points - China Shipbuilding Industry Corporation will be delisted from the Shanghai Stock Exchange starting September 5, 2025 [1] - The company has transferred all relevant securities registration data and materials to the respective company as per the regulations [1] - The termination of securities registration services will take effect on the same date, ending the registration relationship between the two entities [1] Summary by Sections - **Delisting Announcement** - China Shipbuilding Industry Corporation will cease to be listed on the Shanghai Stock Exchange from September 5, 2025 [1] - **Data Transfer** - The company has complied with the regulations by transferring all securities registration data and materials to the relevant company [1] - **Termination of Services** - The company will stop providing securities registration services to China Shipbuilding Industry Corporation effective from September 5, 2025, and all related responsibilities will shift to the original securities companies [1]

Core Viewpoint - China Shipbuilding Industry is undergoing a significant transformation, with the exit of China Shipbuilding Industry Corporation (CSIC) from the A-share market marking a new chapter in the industry’s evolution towards global competitiveness [1][2][16]. Group 1: Historical Context - The split of the former China Shipbuilding Industry Corporation in 1999 into two entities, known as "South Ship" and "North Ship," was a strategic move to enhance competition and efficiency in the industry [4]. - At the time of the split, China's shipbuilding industry held only 5% of the global market share, lagging behind South Korea and Japan [4]. - The introduction of market-oriented reforms led to increased competition between the two entities, driving technological advancements in shipbuilding [4][6]. Group 2: Market Developments - China Shipbuilding Corporation (CSIC) was listed on the Shanghai Stock Exchange in December 2009, raising 14.34 billion yuan, marking it as the largest military IPO at that time [5]. - Following its listing, CSIC capitalized on the "golden decade" of China's shipbuilding industry, becoming the world's largest shipbuilder by completed ship volume and order backlog by 2010 [6]. - However, the industry faced cyclical downturns, particularly in 2016, when prices for bulk carriers and oil tankers fell, leading to reduced profit margins [7]. Group 3: Strategic Restructuring - In November 2019, a strategic merger between South Ship and North Ship was announced, forming the China Shipbuilding Group to eliminate internal competition [9]. - The newly formed group has made significant strides in high-end shipbuilding sectors, including liquefied natural gas (LNG) carriers and large cruise ships [10]. - By 2024, China is projected to capture over 70% of the global market for new green ship orders, reflecting its enhanced technological competitiveness [11]. Group 4: Future Outlook - In September 2023, a major asset restructuring plan was revealed, where China Shipbuilding Group proposed to absorb CSIC through a share swap, setting the stage for the largest listed shipbuilding company globally [12][13]. - The leadership transition in June 2025, with Hu Xianfu taking over as chairman, is seen as pivotal for navigating the final stages of this merger and addressing international competition challenges [14]. - The global shipbuilding industry is experiencing a wave of mergers, with significant players in South Korea and Japan also consolidating, indicating a trend towards larger, more competitive entities [15].