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中国重工: 中国重工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事项的换股实施的提示性公告
Zheng Quan Zhi Xing· 2025-09-03 16:18
Core Viewpoint - The announcement details the share swap merger between China Shipbuilding Industry Co., Ltd. and China Shipbuilding Heavy Industry Co., Ltd., with the latter absorbing the former, following approval from the China Securities Regulatory Commission [1][3][5]. Summary by Sections Transaction Overview - The merger involves China Shipbuilding issuing A-shares to all shareholders of China Heavy Industry, with a swap ratio of 1:0.1339, meaning each share of China Heavy Industry will convert into 0.1339 shares of China Shipbuilding [2][6][7]. - The transaction has received regulatory approval, allowing for the absorption of all assets, liabilities, and operations of China Heavy Industry by China Shipbuilding [3][5]. Share Conversion Details - The share conversion will take place on September 4, 2025, with the new shares being issued to shareholders of China Heavy Industry [7][8]. - Any fractional shares resulting from the conversion will be handled by issuing additional shares to ensure all shareholders receive whole shares [2][7]. Financial Implications - The swap prices were determined based on the average trading prices over the 120 trading days prior to the merger announcement, with China Shipbuilding's price set at 37.84 yuan per share and China Heavy Industry's at 5.05 yuan per share [6]. - After the profit distribution, the adjusted swap prices are 37.59 yuan for China Shipbuilding and 5.05 yuan for China Heavy Industry, maintaining the swap ratio of 1:0.1339 [6]. Post-Merger Arrangements - Following the merger, China Heavy Industry will cease to exist as a listed entity, and all its subsidiaries will be registered under China Shipbuilding [5][9]. - All existing contracts and obligations of China Heavy Industry will be transferred to China Shipbuilding, which will assume all rights and responsibilities [9]. Investor Considerations - Shareholders will not see their China Heavy Industry shares reflected in their accounts post-conversion until the new shares of China Shipbuilding are listed [10]. - Any unclaimed cash dividends due to frozen shares will be managed by China Shipbuilding, ensuring continuity in dividend rights [3][10].
9连板天普股份明起停牌核查;永安药业董事长陈勇解除留置丨公告精选
Key Points - Tianpu Co., Ltd. announced a suspension of trading for stock verification due to multiple instances of abnormal trading fluctuations from August 22 to September 3, with a reminder for investors about market risks [1] - China Shipbuilding Industry Corporation announced a share exchange ratio of 1:0.1339 for the merger with China Shipbuilding, with the stock ceasing to be listed from September 5, 2025 [2] - Chengdu Huamei reported that its 40G high-precision RF ADC chip is still in the trial production stage and has not achieved mass sales, indicating market demand uncertainty [2] - Taihe Technology's sulfide solid electrolyte project is currently in the trial production phase and has not generated sales revenue [3] - Robotech signed a contract worth approximately €946.50 million for fully automated silicon photonic packaging equipment, expected to positively impact the company's future performance [4] - Wento Holdings reported that its cinema and gaming businesses are still in the recovery phase post-restructuring, with potential uncertainties in future operations [5] - Xibu Muye's fresh milk production increased by 4.8% month-on-month in August [6] - China Shipbuilding announced the implementation of a share exchange merger with China Heavy Industry [6] - Gansu Energy plans to invest CNY 40.89 billion in a wind-solar integrated project [6] - Xinhua Medical's endoscope cleaning workstation received a Class II medical device registration certificate [6]
“全球最大上市船企”,来了
中国基金报· 2025-09-03 14:11
Core Viewpoint - China Shipbuilding Industry Corporation (CSIC) plans to absorb China Shipbuilding Heavy Industry Company (CSHC) through a share swap, with the share exchange ratio set at 1:0.1339, effective from September 5, 2025, when CSHC will cease to be listed [4][12][18]. Group 1: Transaction Details - The share swap will allow shareholders of CSHC to exchange each share for 0.1339 shares of CSIC [4][11]. - Following the completion of the transaction, CSHC will terminate its corporate status, and all assets and liabilities will be inherited by CSIC [18][12]. - The transaction has received approval from the China Securities Regulatory Commission and the Shanghai Stock Exchange [12]. Group 2: Financial Data - As of June 30, 2025, CSHC and CSIC reported total assets of CNY 2214.65 billion and CNY 1819.77 billion, respectively [19]. - The net profit for CSHC and CSIC in the first half of 2025 was CNY 17.45 billion and CNY 29.46 billion, reflecting year-on-year growth of 227.07% and 108.59% [23]. - After the merger, CSIC's total assets will reach CNY 4034.42 billion, with net assets of CNY 1384.04 billion [22]. Group 3: Strategic Implications - The merger aims to enhance focus on national strategic priorities and improve the quality of operations within the shipbuilding industry [25]. - Both companies emphasize the importance of this transaction in accelerating high-quality development in shipbuilding and reducing competition within the industry [25].
“全球最大上市船企”,来了
Zhong Guo Ji Jin Bao· 2025-09-03 14:10
Core Viewpoint - China Shipbuilding Industry Corporation (CSIC) is set to absorb China Shipbuilding Heavy Industry Company (CSHC) through a share swap, with the exchange ratio established at 1:0.1339, effective from September 5, 2024, leading to CSHC's termination of listing and the creation of the world's largest publicly listed shipbuilding company [1][4][11]. Group 1: Transaction Details - The share swap ratio is confirmed as 1:0.1339, meaning each share of CSHC will convert into 0.1339 shares of CSIC [2][3]. - The transaction has received approval from the China Securities Regulatory Commission, and the Shanghai Stock Exchange has issued a decision regarding the termination of CSHC's listing [4]. - Following the completion of the transaction, CSHC will cease to exist as a listed entity and will transfer all assets, liabilities, and rights to CSIC [6]. Group 2: Financial Data - As of June 30, 2025, the total assets of CSHC and CSIC are reported at 2214.65 billion and 1819.77 billion respectively, with net assets of 856.56 billion and 527.48 billion [7]. - After the merger, CSIC's total assets will reach 4034.42 billion, and net assets will amount to 1384.04 billion [11]. - For the first half of 2025, the net profit attributable to shareholders for CSHC and CSIC is reported at 17.45 billion and 29.46 billion, reflecting year-on-year growth of 227.07% and 108.59% respectively [11]. Group 3: Business Focus - CSHC's primary operations include shipbuilding (military and civilian), ship repair, marine engineering, and electromechanical equipment [12][13]. - The merger aims to enhance focus on national strategic priorities, accelerate high-quality development in shipbuilding, and improve operational quality of the listed companies [13]. - Both companies are ultimately controlled by China Shipbuilding Group Co., Ltd., a major state-owned enterprise with total assets of 10066.16 billion [13].
千亿央企吸并案,新动向!“上船”比例1:0.1339
Core Viewpoint - China Shipbuilding Industry Corporation (CSIC) is set to absorb China Shipbuilding Industry Corporation (CSIC) through a share exchange, marking a significant consolidation in the state-owned enterprise sector, with the merger expected to enhance operational efficiency and market competitiveness [2][4][10] Group 1: Merger Details - The share exchange ratio is established at 1:0.1339, meaning each share of China Ship will convert into 0.1339 shares of CSIC [5][6] - The effective date for the termination of China Ship's A-shares listing is September 5, 2025, after which shareholders will no longer see their shares reflected in their accounts until the conversion is complete [2][4] - Following the merger, CSIC will inherit all assets, liabilities, and operations of China Ship, effectively ceasing its existence as a separate entity [4][10] Group 2: Financial Implications - Post-merger, the total assets of the newly formed CSIC are projected to exceed 400 billion yuan, with annual revenue anticipated to surpass 130 billion yuan, positioning it as a leader in the global shipbuilding industry [10] - The merger is expected to eliminate competition between the two companies, allowing for a more streamlined focus on core shipbuilding operations and enhanced resource optimization [10] Group 3: Shareholder Considerations - Shareholders of China Ship will receive shares in CSIC based on the established exchange ratio, with adjustments made for any fractional shares [8] - Any existing restrictions on shares from China Ship will carry over to the new shares in CSIC, maintaining the integrity of shareholder rights [9]
A股公告精选 | 换股方案出炉:1股中国重工换0.1339股中国船舶
智通财经网· 2025-09-03 13:05
Group 1 - China Shipbuilding Industry Corporation announced that China Heavy Industry's stock will be delisted on September 5, 2025, with a conversion ratio of 1:0.1339, meaning each share of China Heavy Industry will convert to 0.1339 shares of China Shipbuilding [1] - After delisting, shareholders of China Heavy Industry will not see their A-shares until they are converted to A-shares of China Shipbuilding and the related listing procedures are completed [1] - China Shipbuilding will continue to distribute any cash dividends that were declared but not collected due to freezing or other reasons before the delisting of China Heavy Industry [1] Group 2 - Robotech announced that its subsidiary ficonTEC signed a contract worth approximately €946.50 million for an automated silicon photonics packaging line, which represents over 7.11% of the company's audited revenue for 2024 [2] - The contract is expected to positively impact the company's operating performance for the current and future years [2] - The fulfillment of the contract may be affected by unpredictable factors such as policies and market conditions [2] Group 3 - Dechang Environmental announced a delay of no more than five trading days in responding to an inquiry from the Shanghai Stock Exchange regarding the acquisition of a 40% stake in Huaxin Environmental by its controlling subsidiary [3] - The company is actively organizing a review to ensure an accurate and complete response [3] - Dechang Environmental is committed to fulfilling its information disclosure obligations and aims to expedite the response process [3] Group 4 - Pudong Construction's subsidiary won multiple major projects totaling 1.271 billion yuan [6] - Jindi Group reported a contract signing amount of 2.22 billion yuan in August, a year-on-year decrease of 58.89% [7] - Changyuan Power's electricity generation in August was 3.771 billion kWh, a year-on-year decrease of 6.03% [7] - Hainan Rubber expects a reduction of approximately 0.25 million tons in dry rubber production due to Typhoon "Jianyu" [7] Group 5 - Yema Battery's shareholders plan to collectively reduce their holdings by no more than 3% of the company's shares [7] - Polymeric Control's actual controller and concerted actors plan to reduce their holdings by no more than 3% of the company's shares [7] - Zhichun Technology's controlling shareholder and its concerted actors plan to reduce their holdings by no more than 2.346% of the company's shares [7] - Shapu Aisi's shareholder Chen Dekang plans to reduce his holdings by no more than 2% of the company's shares [7]
中国船舶(600150) - 中国船舶关于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事项的换股实施公告
2025-09-03 11:16
证券代码:600150 证券简称:中国船舶 公告编号:2025-067 中国船舶工业股份有限公司 关于公司换股吸收合并中国船舶重工股份有限公司 暨关联交易事项的换股实施公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏,并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示: 1、中国船舶工业股份有限公司(以下简称"中国船舶"、"本公 司"或"公司")拟以向中国船舶重工股份有限公司(以下简称"中 国重工")全体换股股东发行 A 股股票的方式换股吸收合并中国重 工(以下简称"本次交易"、"本次合并"),中国船舶为吸收合并方, 中国重工为被吸收合并方。本次交易已获得中国证券监督管理委员 会《关于同意中国船舶工业股份有限公司吸收合并中国船舶重工股 份有限公司注册的批复》(证监许可〔2025〕1501 号)的注册批复。 2、中国重工已收到上海证券交易所(以下简称"上交所")于 2025 年 8 月 29 日出具的《关于中国船舶重工股份有限公司股票终止 上市的决定》(〔2025〕201 号)。根据该决定,中国重工股票将于 2025 年 9 月 5 日起终止上市。 3、本次交易 ...
中国重工:换股实施股权登记日为2025年9月4日,换股比例为1:0.1339
Mei Ri Jing Ji Xin Wen· 2025-09-03 11:09
Core Viewpoint - China Shipbuilding Industry Co., Ltd. plans to absorb and merge China Shipbuilding Heavy Industry Co., Ltd. through a share swap, with a swap ratio of 1:0.1339 [1] Group 1 - The share swap will take place on September 4, 2025, with the corresponding stock conversion for shareholders [1] - After the completion of the merger, China Heavy Industry's A-shares will be delisted on September 5, 2025, and shareholders will no longer see these shares in their accounts [1] - The new shares of China Shipbuilding will be reflected in the accounts of former China Heavy Industry shareholders after the completion of the listing procedures [1]
中国重工:换股比例为1:0.1339
Xin Lang Cai Jing· 2025-09-03 11:09
Core Viewpoint - China Shipbuilding Industry Co., Ltd. plans to absorb and merge China Shipbuilding Heavy Industry Co., Ltd. through a share exchange, with a share exchange ratio of 1:0.1339 [1] Group 1 - The share exchange registration date is set for September 4, 2025 [1] - Each share of China Shipbuilding Heavy Industry will convert into 0.1339 shares of China Shipbuilding [1] - After the termination of listing for China Shipbuilding Heavy Industry A-shares on September 5, 2025, the shares will no longer be displayed in the investors' accounts until the conversion is completed [1] Group 2 - The new shares of China Shipbuilding will be reflected in the accounts of former shareholders of China Shipbuilding Heavy Industry after the completion of the listing procedures [1] - The corresponding market value of the shares will not be reflected in the investors' total account value until the conversion is finalized [1]
中国船舶重工动力股份2025年半年度业绩说明会即将举行
Xin Lang Cai Jing· 2025-09-03 08:59
中国船舶重工集团动力股份有限公司发布2025年半年度业绩说明会预告。会议将于9月11日11:00 - 12:00 在上海证券交易所上证路演中心以网络文字互动形式召开。公司董事长李勇等将参会(特殊情况人员或 调整)。 ...