Core Viewpoint - The merger between China Shipbuilding Industry Corporation and China Shipbuilding Heavy Industry Corporation aims to enhance operational quality, core competitiveness, and shareholder value through the integration of their shipbuilding and repair businesses, aligning with national policies for state-owned enterprise reform [10][12][17]. Summary by Sections Merger Details - The merger will be executed through a share swap, where China Shipbuilding will issue A-shares to the shareholders of China Shipbuilding Heavy Industry [10][11]. - The exchange ratio is set at 1 share of China Shipbuilding Heavy Industry for 0.1335 shares of China Shipbuilding, based on the adjusted share prices after dividend distributions [12][13]. Business Impact - Post-merger, China Shipbuilding will inherit all assets, liabilities, and operations of China Shipbuilding Heavy Industry, eliminating direct competition between the two entities [17]. - The merger is expected to optimize resource allocation, enhance production efficiency, and strengthen the competitive position of the combined entity in the global shipbuilding market [18]. Financial Implications - The merger will result in a significant increase in total shares outstanding, with China Shipbuilding's total share capital rising from 447,242.88 million shares to 752,562.13 million shares post-merger [19][20]. - The financial performance indicators of China Shipbuilding are anticipated to improve as a result of the merger, leveraging synergies and enhancing operational capabilities [20]. Shareholder Structure - The controlling shareholder structure will remain unchanged, with China Shipbuilding Group continuing to hold a significant stake in the merged entity [20]. - The merger will lead to a redistribution of shareholding percentages among existing shareholders, with China Shipbuilding Group's stake decreasing from 44.47% to approximately 26.71% post-merger [19][20].
中国重工: 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报告书摘要