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中国重工: 北京市嘉源律师事务所关于中国船舶重工股份有限公司终止上市之法律意见书
Zheng Quan Zhi Xing· 2025-08-14 16:39
Core Viewpoint - China Shipbuilding Industry Corporation (CSIC) is undergoing a share swap merger with China Shipbuilding Heavy Industry Company (CSHC), leading to the voluntary termination of CSHC's listing on the Shanghai Stock Exchange [1][4]. Group 1: Company Overview - CSHC, officially known as China Shipbuilding Heavy Industry Company, has a registered capital of 2,280,203.5324 million RMB and was established on March 18, 2008 [2]. - The company operates as a state-controlled joint-stock limited company, with its headquarters located in Haidian District, Beijing [2]. Group 2: Merger Details - The merger involves CSIC absorbing CSHC through a share swap, where CSIC will issue A-shares to all shareholders of CSHC [3]. - Following the completion of the merger, CSHC will terminate its listing and cancel its legal entity status, while CSIC will inherit all assets, liabilities, and rights of CSHC [3][4]. Group 3: Regulatory Approvals - The merger has received necessary approvals from the boards and shareholders of both CSIC and CSHC, as well as relevant regulatory bodies [4]. - CSHC's voluntary termination of listing is in accordance with the Shanghai Stock Exchange's regulations regarding mergers and acquisitions [4][5].