On the evening of September 3, China State Shipbuilding Corporation Limited (China Shipbuilding) and China Shipbuilding Industry Company Limited (China Shipbuilding Heavy Industry) announced that China Shipbuilding Heavy Industry shares will terminate listing on September 5, 2025. The share swap implementation equity registration date for this transaction is September 4, 2025. China Shipbuilding Heavy Industry will terminate listing and cancel its corporate status, while China Shipbuilding will inherit and assume all assets, liabilities, businesses, personnel, contracts, and all other rights and obligations of China Shipbuilding Heavy Industry. The A-shares issued by China Shipbuilding due to this share swap merger will apply for listing and trading on the Shanghai Stock Exchange main board. Upon completion, China Shipbuilding's total assets will exceed 400 billion yuan, with operating revenue surpassing 130 billion yuan, becoming the world's largest publicly listed shipbuilding company.
**Share Swap Ratio Set at 1:0.1339**
Following negotiations between both merger parties, the share swap price for China Shipbuilding was determined at 37.84 yuan per share based on the average trading price over 120 trading days before the pricing benchmark date, while China Shipbuilding Heavy Industry's share swap price was set at 5.05 yuan per share, establishing the swap ratio accordingly. After ex-rights and ex-dividend adjustments, China Shipbuilding's share swap price became 37.59 yuan per share, and China Shipbuilding Heavy Industry's became 5.032 yuan per share.
The number of China Shipbuilding shares receivable per China Shipbuilding Heavy Industry share equals China Shipbuilding Heavy Industry's swap price divided by China Shipbuilding's swap price (results rounded to four decimal places). Based on this formula and considering the ex-rights and ex-dividend effects, the swap ratio between China Shipbuilding Heavy Industry and China Shipbuilding is 1:0.1339, meaning each China Shipbuilding Heavy Industry share can be exchanged for 0.1339 China Shipbuilding shares.
China Shipbuilding shares received by China Shipbuilding Heavy Industry shareholders must be whole numbers. If the number of China Shipbuilding Heavy Industry shares held multiplied by the swap ratio is not a whole number, shares will be distributed sequentially to each shareholder based on the size of their decimal remainder until the actual swap number matches the planned issuance. When multiple shareholders have identical remainders exceeding the remaining share count, a computer system random allocation method will be used until consistency is achieved.
As of the September 3 close, China Shipbuilding Heavy Industry and China Shipbuilding had total market capitalizations of 116.3 billion yuan and 167.8 billion yuan, respectively.
**Focusing on New Energy: "World's Largest Listed Shipbuilder" Sets Sail**
Half-year reports show that as of June 30, 2025, China Shipbuilding Heavy Industry and China Shipbuilding had total assets of 221.465 billion yuan and 181.977 billion yuan respectively, with net assets of 85.656 billion yuan and 52.748 billion yuan respectively. Upon completing the transaction, China Shipbuilding's total assets will reach 403.442 billion yuan, with net assets of 138.404 billion yuan.
Performance-wise, in the first half of 2025, China Shipbuilding Heavy Industry and China Shipbuilding recorded net profits attributable to shareholders of 1.745 billion yuan and 2.946 billion yuan respectively, representing year-over-year growth of 227.07% and 108.59%.
China Shipbuilding Heavy Industry stated in its report that this transaction represents an important measure for both companies to implement the Party Central Committee and State Council's guidance on deepening state-owned enterprise reform. It will help the surviving company strengthen internal quality and external image, improve the industrial layout of state-owned listed companies, enhance asset quality and operational efficiency, achieve preservation and appreciation of state-owned assets, and become a supporting force in building a maritime power.
After the merger, the new "China Shipbuilding" will become China's highest market value shipbuilding enterprise and will rank in the global first tier, forming direct competition with international giants such as South Korea's Hyundai Heavy Industries and Samsung Heavy Industries.
After China Shipbuilding Heavy Industry A-shares terminate listing on September 5, 2025, China Shipbuilding Heavy Industry A-shares will no longer appear in shareholders' stock accounts, and the corresponding stock market value will not be reflected in investors' total account value until China Shipbuilding Heavy Industry A-shares are converted to China Shipbuilding A-shares and complete the listing procedures for new shares. From the new share listing date, original China Shipbuilding Heavy Industry A-share shareholders' accounts will display China Shipbuilding A-shares, and the corresponding stock market value will be reflected in their total account value.
**China Shipbuilding and China Shipbuilding Heavy Industry Accelerate New Energy Vessel Business Development**
During the reporting period, China Shipbuilding secured orders for 59 civilian vessels totaling 5.4398 million deadweight tons worth 48.905 billion yuan, ship repair business for 130 vessels worth 1.117 billion yuan, offshore engineering equipment for 2 vessels totaling 410,000 deadweight tons worth 2.956 billion yuan, and applied industry contracts worth 1.569 billion yuan. Among new vessel orders, mid-to-high-end ships accounted for over 90%, while green vessels exceeded 50%.
The company stated it will continue promoting vessel design transformation toward technological leadership, commercial adaptability, and green intelligence, accelerating the formation of green emerging product lines with industry benchmark significance. It will deepen strategic cooperation with key shipowners, consolidate long-term partnerships through brand value enhancement, while simultaneously building comprehensive risk control systems to strengthen operational risk defenses and maintain strategic determination and competitive advantages in global competition.
China Shipbuilding Heavy Industry fully leverages its advantages in marine environmental protection equipment and intelligent equipment fields, including ballast water treatment systems and marine clean fuel supply systems. Always guided by technological innovation, it continuously improves core competitiveness, explores niche market segments, gradually cultivates new economic growth points, and enhances company economic benefits.
In the marine clean fuel supply systems field, China Shipbuilding Heavy Industry's subsidiary Shuangrui Environment consecutively secured 55-vessel FGSS orders from renowned clients, covering major market vessel types including large container ships, large bulk carriers, vehicle carriers, and ro-ro vessels. This consolidated its advantageous position in the marine clean energy supply market and further enhanced the influence of domestic high-end marine equipment.
**Conclusion**
Industry professionals believe that both China Shipbuilding and China Shipbuilding Heavy Industry are leading enterprises in China's shipbuilding manufacturing industry. This transaction can further integrate both parties' advantageous resources and fully leverage synergistic effects, helping the surviving company seize shipbuilding industry transformation and upgrading opportunities, build a world-class shipbuilding manufacturing enterprise, and become a leading force in global shipbuilding industry development.
The merged new company will also undertake greater national strategic missions, playing important roles in promoting domestic new energy vessel technology development and enhancing China's influence in global shipbuilding industry green development.
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