On July 18, the China Securities Regulatory Commission issued the “Approval for the Registration of China State Shipbuilding Corporation Limited’s Absorption and Merger of China Shipbuilding Industry Company Limited,” agreeing to China State Shipbuilding’s registration application to absorb and merge China Shipbuilding Industry by issuing approximately 3.053 billion new shares.
It is understood that China State Shipbuilding plans to absorb and merge China Shipbuilding Industry by issuing A-shares to all shareholders of the latter. In this transaction, China State Shipbuilding is the absorbing party, while China Shipbuilding Industry is the absorbed party. After adjustments for ex-rights and ex-dividends, the share exchange price for China State Shipbuilding is set at 37.59 yuan per share, and for China Shipbuilding Industry at 5.032 yuan per share, with an exchange ratio of 1:0.1339—meaning each share of China Shipbuilding Industry can be exchanged for 0.1339 shares of China State Shipbuilding.
Upon completion of the share exchange and absorption, China Shipbuilding Industry will delist and terminate its legal entity status, while China State Shipbuilding will inherit and assume all assets, liabilities, businesses, personnel, contracts, and other rights and obligations of China Shipbuilding Industry. As the surviving entity, China State Shipbuilding will have total assets exceeding 400 billion yuan and annual revenue surpassing 130 billion yuan, becoming the world’s largest and most comprehensive listed shipbuilding giant.
In September last year, China State Shipbuilding and China Shipbuilding Industry jointly announced a restructuring plan worth 115.15 billion yuan. This transaction is the largest restructuring project in the history of China’s A-share capital market and the largest corporate merger in the global shipbuilding industry to date.
In January this year, the draft report on the share exchange and absorption of China Shipbuilding Industry by China State Shipbuilding and related transactions was released, with the restructuring plan approved by both companies’ boards of directors. The State-owned Assets Supervision and Administration Commission (SASAC) and other relevant authorities also issued approval opinions, agreeing in principle to the overall plan for the absorption and merger. On February 18, China State Shipbuilding and China Shipbuilding Industry held extraordinary general meetings, where the proposal on the draft report and its summary was overwhelmingly approved. On July 4, the merger and restructuring transaction was approved by the Shanghai Stock Exchange’s M&A and Restructuring Review Committee.
After the transaction, the surviving entity, China State Shipbuilding, will continue to focus on strengthening national defense, uphold its mission to “lead industry development, support national defense, and serve national strategy,” seize opportunities in the shipbuilding industry’s transformation and rising demand, and comprehensively advance the sector toward high-end, green, intelligent, digital, and standardized development. The goal is to build a world-class shipbuilding enterprise with international competitiveness.
It is reported that both China State Shipbuilding and China Shipbuilding Industry are core listed companies under China State Shipbuilding Corporation (CSSC), focusing on military and civilian products. China State Shipbuilding specializes in marine engineering equipment and marine technology applications, with main businesses including shipbuilding (military and civilian), ship repair, marine engineering, and electromechanical equipment. Its products range from military vessels, container ships, bulk carriers, liquefied gas carriers, and large cruise ships to auxiliary vessels, special ships, and other electromechanical equipment. Its subsidiaries—Jiangnan Shipyard, Waigaoqiao Shipbuilding, Chengxi Shipyard, and Guangzhou Shipyard International—make it China’s largest, most technologically advanced, and most diversified shipbuilding flagship listed company.
China Shipbuilding Industry primarily engages in the R&D, design, and manufacturing of ships, covering marine defense and development equipment, marine transportation equipment, deep-sea equipment, ship repair and modification, ship supporting equipment, and strategic emerging industries. Its main products include marine defense equipment, marine transportation equipment, marine research equipment, and marine development equipment. It owns internationally renowned modern shipbuilding enterprises such as Dalian Shipbuilding, Wuchang Shipbuilding, and Beihai Shipbuilding.
In 2024, China State Shipbuilding secured orders for 154 vessels totaling 12.7246 million deadweight tons (DWT), while China Shipbuilding Industry received orders for 103 vessels totaling 15.8995 million DWT. Combined, the two companies secured orders for 257 vessels totaling 28.6241 million DWT last year. According to Clarksons, global new ship orders in 2024 amounted to 2,412 vessels, approximately 170 million DWT, meaning China State Shipbuilding and China Shipbuilding Industry accounted for 16.84% of global orders by DWT.
After the merger, China State Shipbuilding will integrate high-quality assets from China Shipbuilding Industry, such as Dalian Shipbuilding, Wuchang Shipbuilding, and Beihai Shipbuilding, optimizing synergies in ship repair and supporting businesses. This will enhance its ability to reshape the industry across multiple dimensions—asset scale, technological strength, delivery capacity, and global market share—while leveraging capital market support to establish valuation logic for a globally scarce industry leader.
Additionally, to further avoid intra-industry competition, CSSC has committed to divesting assets of Hudong-Zhonghua Shipbuilding that are unsuitable for injection into the listed company within three years, making Hudong-Zhonghua eligible for future injection. Hudong-Zhonghua, wholly owned by CSSC, is one of the world’s leading shipbuilders, specializing in shipbuilding and marine engineering, with products including defense equipment, large LNG carriers, ultra-large container ships, marine engineering vessels, and special ships.
