China Shipbuilding Industry Company Limited will exit the A-share market stage, with its assets being merged into China State Shipbuilding Corporation Limited through a share swap, bringing the combined "Southern and Northern Ship" merger to a market value approaching 300 billion yuan.
On the evening of August 14, 2025, China Shipbuilding Industry Company Limited (China Shipbuilding Industry Company Limited, SH: 601989) announced that it had submitted an application to the Shanghai Stock Exchange for voluntary delisting of its A-shares. This marks that after nearly a year of preparation, China Shipbuilding Industry Company Limited will exit the A-share market, with its assets being merged into China State Shipbuilding Corporation Limited (China State Shipbuilding, SH: 600150) through a share swap method.
This share swap absorption merger transaction amounts to 115.15 billion yuan, making it the largest absorption merger case in A-share history. According to the merger plan, after the Shanghai Stock Exchange approves China Shipbuilding Industry Company Limited's delisting application, China Shipbuilding Industry Company Limited will publish a delisting announcement and revoke its listing qualification, followed by China State Shipbuilding implementing the share swap acquisition of all assets of China Shipbuilding Industry Company Limited.
At that time, the shares held by approximately 575,700 shareholders of China Shipbuilding Industry Company Limited will be proportionally converted into China State Shipbuilding shares, marking the official landing of this highly anticipated "Southern and Northern Ship" merger.
China State Shipbuilding is headquartered in Shanghai, with business covering military and civilian shipbuilding, ship repair, marine engineering equipment, and electromechanical equipment manufacturing. It owns renowned shipyards such as Jiangnan Shipyard and Waigaoqiao Shipbuilding, has obvious advantages in high-end civilian ships such as large container ships and liquefied natural gas (LNG) carriers, and has accumulated profound experience in large ship construction and marine engineering equipment manufacturing.
China Shipbuilding Industry Company Limited is headquartered in Beijing, with core enterprises concentrated in the Bohai Bay and Bohai Rim regions, including a group of industry-leading ship supporting manufacturing enterprises such as Dalian Marine Propeller and Wuhan Heavy Industry. It has rich experience in tankers, bulk carriers, marine engineering equipment, and warship design and construction, and possesses core technologies in the research and development and manufacturing of key components such as large marine propellers, marine valves, and main shaft cranks.
The industry's "Southern Ship" and "Northern Ship" designations originated from the 1999 reform of China's shipbuilding industry system, which split the original China Shipbuilding Industry Corporation into two to stimulate market vitality. China State Shipbuilding Corporation, headquartered in the south, was called "Southern Ship," while China Shipbuilding Industry Company Limited, headquartered in the north, was called "Northern Ship." The two enterprises have long had their respective focuses, forming a complementary pattern in product structure and market positioning. This merger will make China State Shipbuilding's industrial chain layout more complete.
As early as 2019, "Southern and Northern Ships" had completed restructuring at the group level, establishing the new China State Shipbuilding Corporation Limited, becoming the world's largest shipbuilding group by scale. However, the restructuring at that time was limited to the parent company level, and the listed companies under the two major groups still maintained independent operations.
In September 2024, China State Shipbuilding and China Shipbuilding Industry Company Limited officially launched the restructuring plan for share swap absorption merger. Both parties suspended trading from September 3 to plan major asset restructuring. On the evening of September 18, the boards of directors of both companies reviewed and approved the preliminary plan for "China State Shipbuilding Corporation Limited's Share Swap Absorption Merger of China Shipbuilding Industry Company Limited and Related Party Transaction Plan" and resumed trading the next day, disclosing this "century restructuring" plan of the shipbuilding industry to the market. According to the plan, after the completion of this transaction, China Shipbuilding Industry Company Limited, as the merged party, will no longer have independent entity status and will be cancelled, with China State Shipbuilding inheriting all its assets and business.
In April 2024, the State Council issued "Several Opinions on Strengthening Supervision, Preventing Risks, and Promoting High-Quality Development of Capital Markets," commonly referred to as "National Nine Articles," which proposed encouraging listed companies to focus on their main business and comprehensively use mergers and acquisitions, equity incentives, and other methods to improve development quality. The merger of the two ship listed company entities is also the first announced absorption merger case after the publication of the "National Nine Articles."
After the plan was announced, the merger entered an intensive approval phase. From late 2024 to mid-2025, various regulatory approvals were gradually implemented. In January 2025, the State-owned Assets Supervision and Administration Commission of the State Council agreed to the restructuring plan of China State Shipbuilding and China Shipbuilding Industry Company Limited. Subsequently, from Shanghai Stock Exchange acceptance to CSRC registration approval, the entire process took only 71 days. Currently, China Shipbuilding Industry Company Limited has been suspended from trading since August 13 and will not resume trading until formal delisting. China State Shipbuilding was also suspended on the same day and, according to the announcement, will resume trading on the day when the announcement of the results of dissenting shareholders' purchase request rights application is published. As of press time, trading has not yet resumed.
China Shipbuilding Industry Company Limited's submission of the voluntary delisting application to the Shanghai Stock Exchange on August 14 is precisely the key concluding step of this capital market merger, marking that the integration of both parties at the listed company level has entered the final stage.
To protect the rights and interests of minority shareholders, the merger plan grants exit mechanisms for dissenting shareholders of both companies. China State Shipbuilding provides purchase request rights with an exercise price of 30.02 yuan per share; China Shipbuilding Industry Company Limited provides cash option rights with an exercise price of 4.03 yuan per share. The initially negotiated share swap ratio was 1:0.1335, adjusted to 1:0.1339 after ex-rights and ex-dividend, meaning that for every 1 share of China Shipbuilding Industry Company Limited stock held, 0.1339 shares of China State Shipbuilding stock can be obtained.
Specific arrangements were also made for handling dissenting shareholders. China Shipbuilding Industry Company Limited announced that the equity registration date for the implementation of dissenting shareholders' cash option rights was August 13. Two days later, China Shipbuilding Industry Company Limited issued an announcement that during the cash option rights application period, no dissenting shareholders applied to exercise cash option rights, meaning that the relevant procedures had been successfully completed with no shareholders requesting to exit. Additionally, China State Shipbuilding announced that the registration and application time for its dissenting shareholders' purchase request rights was from August 13 to 15. China State Shipbuilding also reminded that the company's closing stock price on August 12 was 38.5 yuan per share, representing a 28.24% premium over the exercise price of 30.02 yuan per share, and exercising dissenting shareholder rights might result in certain losses.
Due to historical evolution, "Southern and Northern Ships" have high business overlap in shipbuilding manufacturing and repair fields, inevitably creating horizontal competition. They issued commitment letters regarding "avoiding horizontal competition" in 2019 and 2021, respectively. At the same time, China State Shipbuilding had committed to completing relevant asset and business integration by June 30, 2026, to regulate horizontal competition. Against this background, the absorption merger transaction between China State Shipbuilding and China Shipbuilding Industry Company Limited aims to consolidate the group's shipbuilding assembly business in one place. Through this share swap absorption merger, the shipbuilding and ship repair main businesses of both companies will be unified and integrated into China State Shipbuilding, which not only helps fundamentally solve the horizontal competition problem but also eliminates low-end capacity and tilts resources toward high-end capacity construction.
China Shipbuilding Industry Company Limited's profitability has been relatively weak in recent years. Due to supply chain disruptions and generally rising prices of labor and supporting equipment, the company lost 2.261 billion yuan in 2022. Starting in 2023, as the shipbuilding industry's outlook improved, the company's operations improved somewhat but still lost 787 million yuan. In 2024, it achieved a net profit attributable to parent company shareholders of 1.311 billion yuan and successfully turned profitable in the first half of 2025. China State Shipbuilding's net profit attributable to parent company in the past three years was 172 million yuan, 2.957 billion yuan, and 3.614 billion yuan, respectively. Overall, China Shipbuilding Industry Company Limited's asset return level and operational efficiency in recent years still lag behind China State Shipbuilding.
After the completion of this absorption merger, the surviving company China State Shipbuilding will become the only shipbuilding business listing platform under China State Shipbuilding Corporation. As the merged entity, China State Shipbuilding's strength and business territory will expand significantly. According to transaction report calculations, based on 2024 financial data after merger, China State Shipbuilding's total assets will exceed 400 billion yuan, with annual operating revenue exceeding 130 billion yuan, with both asset scale and revenue scale ranking among the leading positions in the global shipbuilding industry.
The merger of the two ships will also give birth to the shipbuilding company with the largest order backlog globally. After the merger, the new company's cumulative order backlog reaches 54.92 million deadweight tons, accounting for approximately 15% of the global total order backlog, making it the world's largest ship enterprise by order scale. Moreover, the market value scale of the surviving company China State Shipbuilding will also be enhanced. Before suspension, China State Shipbuilding's total market value was approximately 172.2 billion yuan, and China Shipbuilding Industry Company Limited's total market value was approximately 116.3 billion yuan. After the merger is completed, this market value volume of nearly 300 billion yuan will become a new giant in the manufacturing sector in the A-share market.
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