For half a month, Chinese shipping share swap absorption merger China heavy industry plan finally came out.

    On the evening of September 18, China Shipbuilding and China Heavy Industries both announced that they were planning major asset restructuring, and would be absorbed and merged by China Shipbuilding through the issuance of A-share shares to all shareholders of China Heavy Industries, after which China Heavy Industries would terminate its listing and cancel its legal personality, and China Shipbuilding would become A surviving company. Both companies will resume trading on September 19.

    The announcement shows that the share exchange price of China Shipbuilding is determined to 37.84 yuan/share, and the share exchange price of China Heavy Industry is determined to 5.05 yuan/share, which calculates the share exchange ratio of China Heavy Industry and China Shipbuilding is 1:0.1335.

    Recently, the relevant person in charge of China Shipbuilding Group said in an interview with the Shanghai Securities News reporter: "The promotion of the strategic restructuring of the two thousand billion class ship final assembly listing platform is of great significance to promote the state-owned capital to be stronger, better and bigger, and to deepen the reform to a higher position and greater efforts."

    Stock exchange and absorption plan released

    On the evening of September 18, China Shipbuilding and China Heavy Industry issued the "China Shipbuilding Industry Corporation Limited Share Exchange absorption Merger of China Shipbuilding Industry Co., LTD and Related Party Transaction Plan", China Shipbuilding to issue A shares to absorb the merger of China Heavy Industry, China Shipbuilding as the absorption party, China Heavy Industry as the absorbed merger party, In other words, China Shipbuilding issues A-shares to all the exchange shareholders of China Heavy Industry in exchange for the shares of China Heavy Industry held by such shareholders.

    The pricing base date of this share exchange absorption merger is the announcement date of the first board resolution of the absorption merger parties. The exchange price of China Shipbuilding is determined at 37.84 yuan per share based on the average trading price of the 120 trading days before the pricing benchmark. China's heavy industry average price to 5.05 yuan/shares, stock trading and thus determine the exchange rate.

    According to the calculation, the share exchange ratio between China Heavy Industry and China Shipbuilding is 1:0.1335, that is, every 1 share of China Heavy Industry can be exchanged for 0.1335 shares of China Shipbuilding.

    At the same time, to protect the interests of minority shareholders, the deal would give the two companies dissent shareholders cash option.

    After the completion of this transaction, China Heavy Work is the absorbed merger party, and will terminate the listing and cancel the legal personality. As a continuing company, the actual controller of China Shipbuilding has not changed.

    We will accelerate the building of a world-class shipping group

    After years of development, China Shipbuilding and China Heavy Industry have become the vanguard of China's shipbuilding industry and the representative of the new quality productivity of the shipbuilding industry. As of the close of trading before the suspension, the total market value of China Shipbuilding and China Heavy Industry exceeded 100 billion yuan.

    The relevant person in charge of the above-mentioned China Shipbuilding Group expects that in the nearly ten years of mergers and acquisitions in the A-share market, the "merger of two ships" will become one of the largest cases of transactions, and contribute to the "ship" force for creating A standardized, transparent and open capital market.

    According to the disclosure, China Shipbuilding achieved operating income of 36.017 billion yuan in the first half of 2024, an increase of 17.99%; Implementation to female net profit of 1.412 billion yuan, up 155.31%; Total assets of about 174.342 billion yuan. In the first half of China's heavy industry achieve business income is 22.102 billion yuan, up 31.05%; The net profit returned to the mother was 532 million yuan, an increase of 177.13% year-on-year, and the total assets were about 201.974 billion yuan.

    Taking this strategic restructuring as an opportunity, what are the key considerations for China State Shipbuilding Group in terms of capital management and operation in the future? The person in charge of the above group said that after the completion of the restructuring, the remaining listed company will become the world's largest shipbuilding flagship listed company with asset size, operating income scale and hand-held orders leading the world. At the same time, this reorganization also has important strategic significance for China's Marine defense equipment manufacturing. After the completion of the reorganization and integration, the listed company will become the only domestic listed company with a complete industrial chain of Marine defense equipment, which will promote the comprehensive jump in relevant core capabilities, accelerate the innovative development of ship equipment and the generation of new quality combat effectiveness.

    "In the future will be based on its main business and industry chain layout, focus on the optimization of listed company's strategic positioning and professional layout, building a clear positioning, pilot listed in the development of a new pattern." The person in charge said that further combing and integrating individual "small scattered weak", focusing on the main responsibility and main business, creating a group of high-quality listed companies with high market value, high yield and high return, and providing strong support for accelerating the construction of world-class shipping groups.

    At the same time, the two sides will also "both internal and external repair", and take multiple measures to comprehensively improve the quality of listed companies. According to the person in charge, the future will promote the major special asset trading and reform and adjustment of listed companies' subsidiaries, and promote the optimization of the overall layout of the group company and the adjustment of assets. "Actively carry out value management research, explore using overweight, repurchase market value means to carry out maintenance, promote the stabilization of cash dividends of listed companies, and explore a year dividends for many times, stable investor expectations, optimization of shareholder returns, to build a responsible state listed company image."

    In addition, it is necessary to strengthen investor relations management and tell the "ship" story. Promote listed companies to implement policies based on enterprises, carry out investor communication, accurately deliver value, and enhance investor confidence. To improve the level of sustainable development and enhance the ability to create value, optimize the ESG working mechanism, strengthen ESG planning, management and supervision, and disclose ESG reports of listed companies with high quality.

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