星标 ★ IPO日报 精彩文章第一时间推送 9月16日，中国船舶（600150.SH）新增的股份30.53亿股正式上市。这标志着，中国船舶对中国重工的吸收合 并案正式收官。 | 今开 | 38.07 | | 最高 | 38.07 | | 成交量 | 61.59万手 | | --- | --- | --- | --- | --- | --- | --- | --- | | 昨收 | 38.51 | | 最低 | 37.23 | | 成交额 | 23.14亿 | | 换手率 | 0.82% | | 市盈(TTM) | 54.60 | | 总市值 | 2811亿 | | 分时 | 五日 | 日K | 周K | 月K | 季K | 年K | 更多v | | 38.07 | | | | | | | -1.14% | | | | | | | | | -2.10% | | 37-33- | | | | | | | =3.06% | | 09:30 | | | 11:30/13:00 | | | | 15:00 | 此次换股吸收合并中，中国船舶换股价格为37.59元/股，中国重工换股价格为5.032元/股，中国重工和中国船 ...

Group 1 - The company announced that its stock price has deviated by more than 20% over three consecutive trading days, indicating abnormal trading fluctuations [1] - The company conducted a self-examination and confirmed that its production and operational activities are normal, with no significant changes in daily operations [1] - The company is planning a merger with Haiguang Information through a share swap and is actively working on raising supporting funds for this merger [1]

吸收合并方海联讯与被吸收合并方杭汽轮的实际控制人均为杭州市国资委。 本次换股吸收合并的定价基准日为吸收合并双方首次董事会决议公告日。综合考虑历史股价、经营业 绩、市值规模等因素，根据《重组管理办法》的相关规定，经合并双方协商确定，本次换股吸收合并 中，海联讯的换股价格按照定价基准日前20个交易日的股票交易均价确定为9.56元/股。杭汽轮定价基 准日前20个交易日股票交易均价为7.77港元/股，按照杭汽轮停牌前一交易日，即2024年10月25日中国 人民银行公布的人民币兑换港元的中间价(1港元=0.91496人民币元)进行折算，折合人民币7.11元/股。 最终确定杭汽轮换股价格为在此基础上给予34.46%的溢价，杭汽轮的换股价格=杭汽轮的交易均价* (1+溢价率)=9.56元/股，每1股杭汽轮股票可以换得海联讯股票数量=杭汽轮的换股价格/海联讯的换股价 格。根据上述公式，杭汽轮与海联讯的换股比例为1:1，即每1股杭汽轮股票可以换得1股海联讯股票。 海联讯2024年度利润分配及资本公积金转增股本方案已经第六届董事会第三次会议、第六届监事会第二 次会议、2024年年度股东会审议通过，海联讯以截至2024年12月31 ...

Core Viewpoint - The acquisition of Shuguang Data Infrastructure Innovation Technology (Beijing) Co., Ltd. by Haiguang Information through a share swap merger with Zhongke Shuguang is progressing, with Haiguang Information required to issue a comprehensive tender offer to shareholders of Shuguang Data after the merger is completed [1][2]. Group 1 - Haiguang Information has signed a share swap merger agreement with Zhongke Shuguang, where Haiguang will issue A-shares to all shareholders of Zhongke Shuguang in exchange for their shares [1]. - Following the completion of the merger, Zhongke Shuguang will be delisted, and Haiguang Information will inherit all assets, liabilities, businesses, personnel, contracts, and rights and obligations of Zhongke Shuguang [1][2]. - The tender offer is a legal obligation resulting from the indirect acquisition of Shuguang Data by Haiguang Information, and it is not intended to terminate the listing status of Shuguang Data [1][2]. Group 2 - The completion of the acquisition is contingent upon several approvals, including board resolutions from both Haiguang Information and Zhongke Shuguang, shareholder meetings, and regulatory approvals from the State Administration for Market Regulation and the Shanghai Stock Exchange [2]. - Haiguang Information is actively advancing the necessary steps for the tender offer, but it cannot announce the full tender offer report within 60 days from the summary disclosure [2]. - The company will provide updates on the progress of the acquisition every 30 days until the full tender offer report is announced [2].

Core Viewpoint - China Shipbuilding Industry Corporation (CSIC) plans to absorb China Shipbuilding Heavy Industry Company (CSHC) through a share swap, with the share exchange ratio set at 1:0.1339, effective from September 5, 2025, when CSHC will cease to be listed [4][12][18]. Group 1: Transaction Details - The share swap will allow shareholders of CSHC to exchange each share for 0.1339 shares of CSIC [4][11]. - Following the completion of the transaction, CSHC will terminate its corporate status, and all assets and liabilities will be inherited by CSIC [18][12]. - The transaction has received approval from the China Securities Regulatory Commission and the Shanghai Stock Exchange [12]. Group 2: Financial Data - As of June 30, 2025, CSHC and CSIC reported total assets of CNY 2214.65 billion and CNY 1819.77 billion, respectively [19]. - The net profit for CSHC and CSIC in the first half of 2025 was CNY 17.45 billion and CNY 29.46 billion, reflecting year-on-year growth of 227.07% and 108.59% [23]. - After the merger, CSIC's total assets will reach CNY 4034.42 billion, with net assets of CNY 1384.04 billion [22]. Group 3: Strategic Implications - The merger aims to enhance focus on national strategic priorities and improve the quality of operations within the shipbuilding industry [25]. - Both companies emphasize the importance of this transaction in accelerating high-quality development in shipbuilding and reducing competition within the industry [25].

Core Viewpoint - Hangzhou Qilun Power Group Co., Ltd. is undergoing a share swap merger with Hangzhou Hailianxun Technology Co., Ltd., pending approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [1][2]. Group 1 - Hangzhou Hailianxun Technology Co., Ltd. plans to absorb Hangzhou Qilun Power Group Co., Ltd. through a share swap by issuing A-shares to all shareholders of Hangzhou Qilun [1]. - The transaction is subject to review by the Shenzhen Stock Exchange, with the specific meeting time to be announced later [1]. - The approval and registration of the transaction by the relevant authorities remain uncertain, and the company will comply with legal disclosure obligations [1].

Core Viewpoint - China Shipbuilding Industry Co., Ltd. plans to absorb and merge China Shipbuilding Heavy Industry Co., Ltd. through a share exchange, with a share exchange ratio of 1:0.1339 [1] Group 1 - The share exchange registration date is set for September 4, 2025 [1] - Each share of China Shipbuilding Heavy Industry will convert into 0.1339 shares of China Shipbuilding [1] - After the termination of listing for China Shipbuilding Heavy Industry A-shares on September 5, 2025, the shares will no longer be displayed in the investors' accounts until the conversion is completed [1] Group 2 - The new shares of China Shipbuilding will be reflected in the accounts of former shareholders of China Shipbuilding Heavy Industry after the completion of the listing procedures [1] - The corresponding market value of the shares will not be reflected in the investors' total account value until the conversion is finalized [1]

Core Viewpoint - The company, Zhejiang Huhangyong Expressway Co., Ltd. (referred to as "Zhejiang Huhangyong"), is planning a share swap merger with Zhenyang Development Co., Ltd. (referred to as "Zhenyang Development"), which will result in Zhenyang Development being delisted and dissolved, while Zhejiang Huhangyong will continue to operate and list its shares on both A-share and H-share markets [1][2][5]. Group 1: Merger Details - The merger involves Zhejiang Huhangyong issuing A-shares to Zhenyang Development's shareholders in exchange for their shares, with a swap price set at 14.58 CNY per share, reflecting a 29.83% premium over Zhenyang Development's average price of 11.23 CNY over the past 120 trading days [4]. - Following the merger, Zhejiang Huhangyong will inherit all assets, liabilities, and rights of Zhenyang Development, and will apply for the listing of the newly issued A-shares on the Shanghai Stock Exchange [2][4]. Group 2: Financial Metrics - As of the signing date of the merger proposal, Zhenyang Development has a total share capital of 441,895,215 shares, and Zhejiang Huhangyong will issue a total of 477,246,833 A-shares for the merger [4]. - The merger is classified as a major asset restructuring for Zhenyang Development, as Zhejiang Huhangyong's total assets, revenue, and net assets exceed 50% of Zhenyang Development's corresponding figures as of the end of 2024 [4]. Group 3: Strategic Implications - The merger aims to enhance the role of state-owned enterprises and broaden funding sources for highway construction, contributing to the development of a modern, efficient, and green transportation system [5]. - This transaction will enable Zhejiang Huhangyong to achieve dual listing in both A-share and H-share markets, facilitating capital operations in both markets [5].

Core Viewpoint - The legal opinion letter discusses the share swap absorption merger between Hangzhou Hailianxun Technology Co., Ltd. and Hangzhou Turbine Power Group Co., Ltd., emphasizing compliance with relevant laws and regulations, and the necessity for further disclosures regarding the transaction [1][2][5]. Group 1: Transaction Overview - The merger involves Hailianxun issuing A-shares to all shareholders of Hangzhou Turbine in exchange for their shares, with the transaction requiring approval from the Shenzhen Stock Exchange and registration with the China Securities Regulatory Commission [1][5]. - The main business of Hailianxun includes system integration, software development, and consulting services, while Hangzhou Turbine focuses on the research, production, and sales of industrial turbines [1][3]. Group 2: Financial and Technical Aspects - Hangzhou Turbine's R&D investments have decreased over the reporting period, with amounts of 294 million, 277 million, and 178 million yuan, attributed to a reduction in project numbers and increased sales of prototypes [1][2]. - The merger will result in the surviving company inheriting all assets, liabilities, and rights from Hangzhou Turbine, creating a business structure primarily focused on industrial turbine machinery and supplemented by power information technology services [3][4]. Group 3: Regulatory Compliance - The transaction does not require prior approval from industry regulatory authorities and aligns with national industrial policies [5][6]. - Both companies are expected to meet the qualifications for commercial bank shareholders as per the relevant regulations, ensuring that the merger does not pose any legal obstacles [6][7]. Group 4: Share Swap Pricing - The share swap price for Hailianxun is set at 9.56 yuan per share, while Hangzhou Turbine's price is adjusted to 9.35 yuan per share after accounting for profit distribution and capital increase [11][15]. - The pricing mechanism for the share swap is based on the average stock prices over the 20 trading days prior to the announcement, ensuring it reflects market conditions and protects minority shareholders' interests [15][17]. Group 5: Rights of Dissenting Shareholders - Dissenting shareholders are provided with a buyback option at a price of 9.56 yuan per share, which will be adjusted to 9.35 yuan following profit distribution [11][15]. - The cash option for dissenting shareholders is set at 7.77 Hong Kong dollars per share, equivalent to 7.11 yuan, with adjustments made post-profit distribution [11][15].

Group 1 - The core point of the article is that Zhenyang Development (603213) announced a major asset restructuring plan on September 2, where Zhejiang Huhangyong Expressway Co., Ltd. intends to issue A-shares to all shareholders of Zhenyang Development for a share swap merger [1] - Zhejiang Huhangyong is a Hong Kong-listed company primarily engaged in the construction, operation, maintenance, and management of high-grade highways [1] - Following the completion of the merger, Zhenyang Development will terminate its listing and eventually cancel its legal entity status, while Zhejiang Huhangyong will apply for the A-shares issued in this merger to be listed and traded on the Shanghai Stock Exchange [1] Group 2 - The share swap ratio for the merger is set at 1:1.08, meaning that for every 1 share of Zhenyang Development, shareholders will receive 1.08 shares of the newly issued A-shares of Zhejiang Huhangyong [1] - Zhenyang Development's A-shares, convertible bonds, and convertible bond conversions will resume trading on September 3, following a trading suspension [1] - Notably, the company's stock hit the daily limit up on the day before the trading suspension [1]