【导读】中国重工已向上交所提交 A 股股票主动终止上市的申请 中国基金报记者 晨曦 千亿巨头中国重工，主动终止上市！ 8 月 14 日晚间， 中国重工（代码：601989） 发布公告称，公司已于 2025 年 8 月 14 日 向上交所提交 A 股股票主动终止上市的申请。 根据此前交易安排， 中国船舶拟通过换股吸收合并中国重工，该交易将导致中国重工不再具 有主体资格并被注销。 该次交易金额高达 1151.5 亿元，将成为 A 股历史上规模最大的吸收 合并案。 截至 2025 年一季度末，中国重工股东总户数为 57.57 万户，较上年末增加 2.88 万户，户 均持股市值为 16.75 万元。 中国重工：已提交主动终止上市申请 据中国重工披露，该公司已于 2025 年 8 月 14 日向上交所提交 A 股股票主动终止上市的申 请。 根据说明，中国重工将在上交所批准终止上市申请后刊登终止上市公告。随后，中国重工终 止上市，中国船舶开始实施换股。 未成功申报实施现金选择权的股东所持有的中国重工股份，将按《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》确认的换股比例转换为中国 船舶的 ...

Group 1 - The core objective of the merger between China Shipbuilding and China Heavy Industry is to resolve industry competition issues and release synergies across the entire supply chain [2] - The merger will result in a combined company with total assets exceeding 400 billion yuan, annual revenue surpassing 130 billion yuan, and a backlog of orders weighing 54.92 million tons, accounting for 15% of the global total [1][3] - The merger is expected to enhance the international bargaining power of the combined entity and improve the global influence of Chinese shipbuilding [2] Group 2 - Prior to the merger, both companies demonstrated strong performance, with China Shipbuilding and China Heavy Industry projected to achieve revenues of 78.58 billion yuan and 55.44 billion yuan respectively in 2024 [3] - The combined company is expected to hold approximately 15% of global orders, over 14% of global completed shipbuilding volume, and more than 16% of new orders globally [3] - The latest performance forecasts for the first half of 2025 indicate significant profit growth for both companies, with China Shipbuilding expecting a net profit increase of 98% to 119% and China Heavy Industry projecting a growth of 182% to 238% [3] Group 3 - China's shipbuilding industry has established three major shipbuilding bases, with significant annual shipbuilding capacities: Shanghai (8 million tons), Dalian (10 million tons), and Guangzhou (5 million tons) [4] - The industry has developed comprehensive capabilities, including the construction of various types of vessels such as LNG carriers and container ships, with notable advancements in high-tech ship types [4] - In 2024, China's shipbuilding industry maintained its global leadership, accounting for 55.7% of completed shipbuilding volume, 74.1% of new orders, and 63.1% of hand-held orders [5] Group 4 - The recent merger and restructuring activities in the shipbuilding sector have contributed to a bullish market sentiment, with the Xinhua Manufacturing Outbound Index rising over 3% [1][5] - The overall market performance reflects a positive outlook driven by new industrial policies and anticipated growth in related sectors, with significant stock price increases for key players in the industry [5][6]

Investment Rating - The report maintains a "Buy" rating for the company [1] Core Views - The company is expected to achieve a significant increase in net profit for the first half of 2025, with a forecasted growth of 98% to 119% year-on-year, driven by the fulfillment of existing orders [3] - The merger with China Shipbuilding Industry Corporation is progressing, which is anticipated to enhance operational efficiency and profitability [4] - The long-term outlook for the shipbuilding industry remains positive, supported by ongoing demand for new vessels and environmental upgrades [4] Summary by Sections Earnings Forecast and Valuation - Total revenue is projected to grow from 748.39 billion RMB in 2023 to 1,141.67 billion RMB by 2027, with a compound annual growth rate (CAGR) of approximately 12.57% [1] - Net profit attributable to shareholders is expected to rise from 295.7 billion RMB in 2023 to 124.14 billion RMB in 2027, reflecting a substantial increase in profitability [1] - The earnings per share (EPS) is forecasted to increase from 0.66 RMB in 2023 to 2.78 RMB in 2027, indicating strong growth potential [1] Performance Highlights - As of May 2025, the company holds 322 vessels in its order book, equating to 24.61 million deadweight tons, with production capacity scheduled until 2029 [3] - The company’s performance is expected to exceed market expectations due to the release of previously suppressed demand and the synergistic effects of the merger [3][4] Market Position and Industry Outlook - The company is projected to capture approximately 15% of the global order book and over 14% of global shipbuilding completion volume post-merger [4] - The shipbuilding industry is expected to continue its upward cycle, supported by stringent environmental regulations and the aging of existing vessels [4]

5月8日晚间，中国船舶（600150）(600150.SH)与中国重工（601989）(601989.SH)双双发布公告，上交 所已受理中国船舶发行股份购买资产的申请。中国船舶将通过换股方式吸收合并中国重工。 长江商报记者注意到，截至今年一季度末，中国船舶和中国重工的总资产分别为1812.38亿元、2251.52 亿元，合计超4000亿元。 全球船舶业的重大并购迎来最新进展。 目前，双方合并获上交所受理，表明南北船合并更进一步。有业内人士认为，本次重组将整合中国船 舶、中国重工的优势科研生产资源和供应链资源，两大船舶巨头合并，有望打造出全球领先船舶工业企 业，进一步提升中国在全球船舶市场的地位和影响力，并推动中国船舶工业高质量发展。 双方业绩均稳健向好 业绩方面，今年一季度，中国船舶和中国重工实现营业收入分别为158.58亿元、122.16亿元，保持增 长；归母净利润分别为11.27亿元、5.19亿元，双双实现翻倍提升。两大造船企业首季合计盈利16.46亿 元。 造船业"巨无霸"来了 中国船舶和中国重工的合并，可追溯至2019年10月。 回溯公告，中国船舶工业集团和中国船舶重工集团联合重组成立中国船舶集团有限 ...

Core Viewpoint - The merger between China Shipbuilding and China Shipbuilding Industry Corporation is progressing, with the Shanghai Stock Exchange accepting the application for the issuance of shares to purchase assets, marking a significant step towards reducing industry competition and creating a global shipbuilding leader [5][7]. Summary by Sections Merger Announcement - On May 8, both China Shipbuilding and China Heavy Industry announced that the Shanghai Stock Exchange has accepted the application for China Shipbuilding to issue shares for asset acquisition [1][5]. Merger Details - The merger involves China Shipbuilding issuing A-shares to all shareholders of China Heavy Industry at a swap ratio of 1:0.1335 (adjusted to 1:0.1339), with share prices set at 37.84 yuan for China Shipbuilding and 5.05 yuan for China Heavy Industry (5.032 yuan after ex-dividend) [2][5]. Market Capitalization - As of May 8, China Shipbuilding's total market capitalization was 134.799 billion yuan, while China Heavy Industry's was 98.961 billion yuan, bringing the combined market cap to over 230 billion yuan [3]. Industry Context - The merger aims to eliminate overlapping business areas and reduce competition between the two companies, which are both subsidiaries of China Shipbuilding Group [7]. This consolidation is expected to enhance operational efficiency and protect the interests of minority shareholders. Global Positioning - The merger is anticipated to create a new leader in the global shipbuilding industry, with China expected to maintain its top position in three major shipbuilding metrics by 2024, accounting for 57.01%, 76.96%, and 66.54% of the global total [7]. Financial Performance - For 2024, China Shipbuilding is projected to achieve a revenue of 78.584 billion yuan, a 5.01% increase year-on-year, with a net profit of 3.614 billion yuan, up 22.21% [8]. China Heavy Industry is expected to report a revenue of 55.436 billion yuan, an 18.7% increase, and a net profit of 1.311 billion yuan, marking a return to profitability [8]. Strategic Importance - The merger is seen as a strategic move to strengthen the capabilities of both companies in the context of increasing demands for advanced naval equipment and national defense technology, positioning them as key players in China's maritime defense [9].