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中国船舶: 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之补充法律意见书(三)
Zheng Quan Zhi Xing·2025-06-20 01:14

Core Viewpoint - The transaction between China Shipbuilding Industry Co., Ltd. and China Shipbuilding Heavy Industry Co., Ltd. aims to eliminate industry competition, optimize resource integration, and enhance the overall competitiveness of the merged entity in the shipbuilding sector [1][5][23]. Group 1: Background and Necessity of the Transaction - The transaction is part of a broader strategy to deepen state-owned enterprise reforms and enhance the quality of state assets, aligning with national goals for high-quality development in the shipbuilding industry [3][5]. - The shipbuilding industry is entering a new cycle of prosperity, with increased demand and order volumes, making this an opportune moment for consolidation [4][8]. Group 2: Business and Organizational Integration Plans - Post-transaction, China Shipbuilding will inherit all assets, liabilities, and operations of China Shipbuilding Heavy Industry, aiming for a streamlined organizational structure and enhanced operational efficiency [10][14]. - The integration will focus on optimizing production capabilities and enhancing research and development efforts, leveraging the strengths of both companies to improve overall competitiveness [13][23]. Group 3: Financial Impact and Performance Metrics - The transaction is expected to significantly increase total assets and revenue, with projections indicating that the merged entity will become the largest shipbuilding company globally [20][21]. - Key financial metrics post-transaction show a decrease in earnings per share due to the lower profitability of China Shipbuilding Heavy Industry, but an overall increase in net assets and operational scale [20][21]. Group 4: Synergy and Competitive Advantage - The merger is designed to create synergies by combining the unique strengths of both companies, enhancing order acquisition and production scheduling capabilities [23]. - The transaction will enable the merged company to better position itself in high-end and green shipbuilding markets, thereby improving its international competitiveness [8][23].