China State Shipbuilding Corporation Completes Share Swap Merger with China Shipbuilding Industry Company.
On September 11th, according to the “Announcement on the Implementation of the Share Swap Merger and Absorption of China Shipbuilding Industry Company Limited by China State Shipbuilding Corporation Limited and the Connected Transaction, and the Listing of New Shares” (hereinafter referred to as the “Announcement”) released by China State Shipbuilding Corporation (600150), the company has completed the implementation of the share swap merger and absorption of China Shipbuilding Industry Company and the connected transaction. The shares listed this time are those issued by China State Shipbuilding Corporation to all the shareholders of China Shipbuilding Industry Company for the purpose of this share swap merger and absorption.
In this share swap merger and absorption, the share swap price for China State Shipbuilding Corporation was 37.59 yuan per share, and for China Shipbuilding Industry Company it was 5.032 yuan per share. The share swap ratio between China Shipbuilding Industry Company and China State Shipbuilding Corporation was correspondingly 1:0.1339, meaning each share of China Shipbuilding Industry Company stock can be exchanged for 0.1339 shares of China State Shipbuilding Corporation stock.
The number of new shares added in this share swap merger and absorption is 3.053 billion shares, with a listing date of September 16th. Among these, according to the “Administrative Measures for Major Asset Restructuring of Listed Companies” and other relevant regulations, the 1.45 billion shares of China State Shipbuilding Corporation obtained through the share swap in this transaction by CSIC Group, CSSC Group, Dalian Shipbuilding Investment, Bohai Shipbuilding, Wuchang Shipbuilding Investment, Beihai Shipyard, Shanghai Hengtuo, Haiwei High-Tech, and CSSC Group Investment are subject to a lock-up period and cannot be transferred within 6 months from the end of the share issuance for this merger.
The announcement stated that the transaction, which reorganizes and integrates China State Shipbuilding Corporation and China Shipbuilding Industry Company through a share swap merger and absorption, is an important measure to implement the guiding principles of the CPC Central Committee and the State Council on deepening the reform of state-owned enterprises. It aims to improve the operational quality of the listed company, enhance its core functions and competitiveness, further standardize competition within the same industry, and protect the rights and interests of minority shareholders by uniformly integrating the shipbuilding and repair businesses of both companies under China State Shipbuilding Corporation. This transaction will promote professional integration between the merging parties, create synergies, focus on value creation, improve operational efficiency, enhance brand premium, and achieve complementary advantages. After the transaction, the surviving company, China State Shipbuilding Corporation, will continue to focus on strengthening military equipment, bravely undertake the mission responsibility of “leading industry development, supporting national defense construction, and serving national strategy,” seize the opportunities presented by the transformation, upgrading, and improved market conditions in the shipbuilding industry, and strive to build a world-class shipbuilding enterprise with international competitiveness.
The specific method of the transaction is: China State Shipbuilding Corporation absorbs and merges with China Shipbuilding Industry Company by issuing A-shares to all the shareholders of China Shipbuilding Industry Company. China State Shipbuilding Corporation is the absorbing party, and China Shipbuilding Industry Company is the absorbed party. That is, China State Shipbuilding Corporation issues A-shares to all the shareholders of China Shipbuilding Industry Company in exchange for the shares of China Shipbuilding Industry Company held by those shareholders.
After the merger is completed, China Shipbuilding Industry Company will terminate its listing and cancel its legal person status. China State Shipbuilding Corporation will inherit and take over all assets, liabilities, businesses, personnel, contracts, and all other rights and obligations of China Shipbuilding Industry Company. The A-shares issued by China State Shipbuilding Corporation for this share swap merger and absorption will be applied for listing and trading on the main board of the Shanghai Stock Exchange.
Previously, on the evening of August 4th, China Shipbuilding Industry Company (601989.SH) released an announcement stating that China State Shipbuilding Corporation (600150.SH) intended to absorb and merge with China Shipbuilding Industry Company by issuing A-shares to all its shareholders, with China State Shipbuilding Corporation as the absorbing party and China Shipbuilding Industry Company as the absorbed party. This transaction has been approved by the China Securities Regulatory Commission, and the company will proceed with the relevant matters of this transaction as soon as possible.
It is reported that this transaction will become the largest merger by absorption in the history of A-share listed companies. Based on estimated financial data for 2024, the merged China State Shipbuilding Corporation will have total assets exceeding 400 billion yuan and operating revenue exceeding 130 billion yuan, leading globally in terms of asset scale, operating revenue, and number of orders on hand. The merged China State Shipbuilding Corporation will consolidate resources—including assets, orders, and technical capabilities—previously dispersed across two listed companies into a stronger “capital container,” elevating it to become the world’s largest listed shipbuilding company.
As of the close on the 11th, China State Shipbuilding Corporation’s stock price was 37.93 yuan, down 0.13%.
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