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on the evening of september 18, china shipbuilding and china heavy industry announced that china shipbuilding will absorb and merge china heavy industry by issuing a-shares. in the exchange and absorption merger, the transaction amount of the assets that china shipbuilding intends to purchase is the transaction amount of the exchange and absorption merger of china heavy industry. according to "transaction amount = china heavy industry exchange price × china heavy industry total share capital",the transaction amount was 115.15 billion yuan.

according to the announcement, in this share exchange and absorption merger, the exchange price of china shipbuilding was determined at 37.84 yuan per share based on the average stock trading price in the 120 trading days before the pricing base date, and the exchange price of china heavy industry was 5.05 yuan per share, both of which were higher than the stock prices of both parties before the suspension.

calculated in this way, the 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. without considering the impact of the acquisition request right and the exercise of the cash option, after the completion of this share exchange and absorption merger, the controlling shareholder china shipbuilding industry corporation holds 2.007 billion shares of the surviving company china shipbuilding, accounting for 26.71% of the shares; the actual controller china shipbuilding group controls a total of 3.705 billion shares of china shipbuilding, accounting for 49.29% of the shares.

it is reported that this merger is the largest absorption merger transaction in the history of a-share listed companies.data from the 2024 semi-annual report shows that the total assets of china shipbuilding are 174.342 billion yuan, and the total assets of china heavy industry are 201.974 billion yuan. according to static data calculations, after the merger, the total assets of the new company will exceed 370 billion yuan.

it is worth noting that the audit, valuation and other related work involved in this transaction have not been completed. the formal plan of the transaction still needs to be reviewed and approved by the board of directors and shareholders' meeting of the relevant listed company and the decision-making of china shipbuilding group. it needs to be approved by the state-owned assets supervision and administration commission of the state council and the state administration of science, technology and industry for national defense, and be reviewed and approved by the shanghai stock exchange and registered by the china securities regulatory commission. the company reminds investors to pay attention to subsequent announcements and pay attention to investment risks.