Zheng Quan Zhi Xing·2025-09-03 16:18Core 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].