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中国船舶: 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(草案)摘要(上会稿)
Zheng Quan Zhi Xing· 2025-06-27 16:24
Core Viewpoint - The merger between China Shipbuilding Industry Co., Ltd. and China Shipbuilding Heavy Industry Co., Ltd. aims to enhance operational quality, core competitiveness, and shareholder value through the integration of their shipbuilding and repair businesses, aligning with national reforms in state-owned enterprises [9][10][15]. Summary by Sections Merger Overview - The transaction involves a share swap merger where China Shipbuilding will issue A-shares to the shareholders of China Shipbuilding Heavy Industry, effectively absorbing the latter [9][10]. - Post-merger, China Shipbuilding will inherit all assets, liabilities, and operations of China Shipbuilding Heavy Industry, leading to the latter's delisting [10][11]. Financial Implications - The merger is expected to significantly increase total assets from approximately 18.20 billion to 40.36 billion RMB and total liabilities from about 12.67 billion to 26.41 billion RMB [25]. - The operating revenue is projected to rise from 7.86 billion to 13.34 billion RMB, enhancing the scale and operational efficiency of the combined entity [25]. Shareholder Structure - Before the merger, China Shipbuilding had a total share capital of 447,242.88 million shares, while China Shipbuilding Heavy Industry had 2,280,203.53 million shares. Post-merger, the total share capital will increase to 751,650.05 million shares [18][24]. - The controlling shareholder, China Shipbuilding Group, will maintain a significant stake of approximately 49.29% in the merged entity [18][24]. Strategic Goals - The merger aims to eliminate intra-industry competition, consolidate resources, and enhance the core functions of the surviving company, focusing on high-end, green, and intelligent shipbuilding [15][17]. - The combined company will leverage synergies to improve production efficiency and market competitiveness, positioning itself as a leading global shipbuilding enterprise [17][18]. Market Context - The shipbuilding industry in China is experiencing growth, with increasing international market share and improved economic performance, which the merger is expected to capitalize on [17]. - The transaction aligns with the industry's shift towards high-quality, low-carbon production, responding to rising global demand for new shipbuilding capacity [17].