证监会一锤定音，松发股份跨界造船终获批

Core Viewpoint - The merger and acquisition case involving *ST Songfa is seen as a benchmark for capital market support for industrial upgrades, marking the first approved cross-border acquisition following the new "six merger rules" in September 2024 [2] Group 1: Transaction Details - *ST Songfa plans to swap all its assets and liabilities, valued at 513 million yuan, for 50% equity in Hengli Heavy Industry, with the remaining 50% acquired through issuing shares at 10.16 yuan per share and raising 4 billion yuan, resulting in a total transaction value of 8 billion yuan [3] - The restructuring coincides with the release of revised merger regulations by the CSRC, which emphasizes support for listed companies to enhance quality and efficiency through mergers and acquisitions [3] - Hengli Heavy Industry's net asset book value was only 2.988 billion yuan as of September 30, 2024, yet it was appraised at 8 billion yuan, reflecting a 167.84% increase in value [5] Group 2: Financial Performance - Hengli Heavy Industry, which started its shipbuilding business in 2023, achieved a new order volume of 3.994 million deadweight tons, ranking ninth globally, with revenue soaring from 663 million yuan in 2023 to 5.496 billion yuan in 2024, and net profit skyrocketing 263 times to 301 million yuan [5][7] - The company's total liabilities increased significantly, with current liabilities rising from 4.094 million yuan in 2023 to 12.129 million yuan in 2024, and total liabilities reaching 155.955 million yuan [6] Group 3: Strategic Implications - The transaction is backed by a stringent profit guarantee, with Hengli Heavy Industry committing to a cumulative net profit of no less than 4.8 billion yuan from 2025 to 2027, requiring an average annual growth of over 60% from a 2024 baseline of 300 million yuan [8] - The restructuring approval aligns with an improved regulatory environment, including simplified review processes and relaxed restrictions on industry competition [8] - The case of *ST Songfa serves as an important model for the market, indicating that cross-border mergers with clear industrial logic and compliant targets are likely to receive support [9]