中国船舶吸并中国重工获通过 中信证券中信建投建功

Core Viewpoint - The Shanghai Stock Exchange's M&A Review Committee approved China Shipbuilding Industry Co., Ltd.'s asset acquisition through a share swap, meeting restructuring conditions and information disclosure requirements [1] Group 1: Restructuring Details - The restructuring involves a share swap merger where China Shipbuilding will absorb China Shipbuilding Heavy Industry Co., Ltd. by issuing A-shares to all shareholders of China Heavy Industry [3][4] - After the merger, China Heavy Industry will cease to be listed and its legal entity will be deregistered, with all assets, liabilities, and rights transferred to China Shipbuilding [3][9] - The independent financial advisors for the transaction are CITIC Securities for China Shipbuilding and CITIC JianTong Securities for China Heavy Industry [3] Group 2: Share Swap Pricing - The share swap pricing is based on the average stock prices over the 120 trading days prior to the pricing benchmark date, set at 37.84 CNY per share for China Shipbuilding and 5.05 CNY per share for China Heavy Industry [5] - The swap ratio is determined to be 1:0.1335, meaning one share of China Heavy Industry can be exchanged for 0.1335 shares of China Shipbuilding [5][7] - Adjustments to the swap ratio will not occur unless there are specific corporate actions such as dividend distributions or regulatory requirements [5] Group 3: Financial Implications - The total transaction amount for the asset acquisition is approximately 11.52 billion CNY, constituting a significant asset restructuring for both companies [8] - Following the profit distribution plans, China Shipbuilding will distribute 2.50 CNY per 10 shares, while China Heavy Industry will distribute 0.18 CNY per 10 shares [6][7]