Securities code: 600150 Securities abbreviation: China Ship No.: Lin 2019-25
The board of directors of the company and all directors guarantee that the content of this announcement does not contain any false records, misleading statements or major omissions, and they shall bear individual and joint liability for the authenticity, accuracy and completeness of its content.
China Shipbuilding Industry Co., Ltd. (hereinafter referred to as the "Company") intends to adjust major asset restructuring projects. In order to ensure fair information disclosure, avoid abnormal fluctuations in the company's stock price, and safeguard the interests of investors, after applying to Shanghai Stock Exchange , the company's stock (abbreviated as: China Ship, code: 600150) has been suspended from the opening of the market on March 29, 2019, and the suspension time will not exceed 5 trading days.
1. Specific reasons for this suspension of trading
As of the date of this suspension announcement, the company received a notice from its controlling shareholder China Shipbuilding Industry Group Co., Ltd. (hereinafter referred to as "China Shipbuilding Group") that according to the strategic layout of China Shipbuilding Group and changes in market-oriented debt-to-equity conversion projects, it plans to adjust the company's major asset restructuring projects. In order to ensure fair information disclosure, avoid abnormal fluctuations in the company's stock price, and safeguard the interests of investors, the company applied for suspension of trading from the Shanghai Stock Exchange.
(I) Initial adjustment of intention and trading method
This major asset restructuring adjustment plan intends to add the target assets, and the counterparty will also change it accordingly. The transaction method is to issue shares to purchase assets and raise supporting funds.
(II) The target assets after the change
The target assets to be added in this major asset restructuring plan are the equity of Jiangnan Shipbuilding (Group) Co., Ltd., China Shipbuilding Huangpu Wenchong Shipbuilding Co., Ltd. (hereinafter referred to as "Huangpu Wenchong") and Guangchuan International Co., Ltd. (hereinafter referred to as "Guangchuan International"). The target assets are all the equity of Hudong Heavy Machinery Co., Ltd. (hereinafter referred to as "Hudong Heavy Machinery") held by the company; after the change, the counterparty of the transaction added China Shipbuilding Group, etc., because China Shipbuilding Group is the controlling shareholder of the company, this transaction constitutes an related transaction.
The brief information on the newly added target assets is as follows:
1, Jiangnan Shipbuilding (Group) Co., Ltd.
Company name: Jiangnan Shipbuilding (Group) Co., Ltd.
Registered address: No. 988, Changxing Jiangnan Avenue, Chongming County, Shanghai
Legal representative: Linou
Registered capital: RMB 293156011 million
Unified Social Credit Code: 913100001322043124
Enterprise Type: Limited liability company (soon proprietorship for non-natural persons invested or controlled by law)
Military products, ship design, development, construction, technology transfer, services, mechanical and electrical equipment, mechanical equipment manufacturing, marine engineering, self-operated and agents of import and export business of various commodities and technologies (except for goods and technologies operated or prohibited by state-limited companies), steel structure manufacturing, metal materials, cargo loading and unloading.[Projects that require approval in accordance with the law can only be carried out after approval by relevant departments]
2. Basic information of China Shipbuilding Huangpu Wenchong Ship Co., Ltd.
Company name: China Shipbuilding Huangpu Wenchong Ship Co., Ltd.
Registration address: Changzhou Street, Huangpu District, Guangzhou
Legal representative: Shengjigang
Registration capital: 285 RMB 9.897696 million
Unified social credit code: 914401011905004191
Enterprise type: Other limited liability companies
Business scope: wholesale and trade of commodity (except for license approval products); technology import and export; ship repair; container manufacturing; metal pressure vessel manufacturing; metal structure manufacturing; refrigeration and air conditioning equipment manufacturing; special equipment for marine engineering Preparation for manufacturing; light and small lifting equipment manufacturing; marine supporting equipment manufacturing; ship modification and dismantling; environmental protection equipment manufacturing; metal ship manufacturing ; non-metallic ship manufacturing; metal accessories and racks for construction; metal waste and debris processing and treatment; engineering and technical consulting services; housing construction engineering design services; other warehousing industries (excluding crude oil, finished oil storage, gas storage, and dangerous goods storage); ship outfitting parts manufacturing and installation; commodities Retail trade (except for license approval products); container maintenance; import and export of goods (except for specialized control products); special equipment for petroleum drilling and procurement; crane manufacturing; special equipment for refining and chemical production; lifting equipment installation services; marine engineering construction; forgings and powder metallurgical products manufacturing; ship design services; metal structural parts design services; steel structure manufacturing; railway, road, tunnel and bridge engineering construction; road cargo transportation; provide docks and transits for ships l3 anchorage , float and other facilities;
3, basic information of Guangchuan International Co., Ltd.
Company name: Guangchuan International Co., Ltd.
Registration address: First floor, No. 68, West Road, Zhujiang Management District, Nansha District, Guangzhou
Legal representative: Chen Zhongqian
Registration capital: 8556970805 million yuan
Unified Social Credit Code: 914401017889253316
Enterprise Type: Limited Liability Company (Joint Venture between Foreign-invested Enterprise and Domestic Capital)
Business Scope: Electric Motor Manufacturing; Ship Outfit Parts Manufacturing and Installation; Steel Structure Manufacturing; Navigation Benchmark Equipment and Other Related Devices Manufacturing; Metal Product Repair; Crane Manufacturing; Marine Supporting Equipment Manufacturing; General Equipment Repair; Import and Export of Cargo (Specialized in Specialized Control Commodities) Excluding); production of entertainment ships and sports ships; non-metallic ships; ship modification and dismantling; ship repair; metal ship manufacturing; steel structure components manufacturing; electrical equipment retail; generators and generator set manufacturing; technology import and export; commodity wholesale trade (except for licensed and approved commodities); micromotors and other motor manufacturing; container manufacturing; metal structure manufacturing; metal pressure vessel manufacturing; mechanical parts processing; tempered glass manufacturing; cutting tool manufacturing; other furniture manufacturing; engineering survey and design; mechanical technology transfer services; water transportation equipment leasing services; ship pilotage services; international freight forwarding; cargo customs declaration agency services; enterprise management services (except for licensed business projects); safety technology prevention system design, construction, and maintenance; water transportation engineering design services; container leasing services; machinery and equipment leasing; engineering general contracting services; dispatch of various types of labor personnel (excluding seafarers); and provide ships with docks, crane anchorages, floats and other facilities.
The brief information on the target assets placed are as follows:
1, Basic information of Hudong Heavy Machinery Co., Ltd.
Company name: Hudong Heavy Machinery Co., Ltd.
Registration address: Building 346, No. 2851 Pudong Avenue, Pudong New District
Legal representative: Qian Deying
Registered capital: 2845991089 million yuan
Unified social credit code: 91 310115669401543C
Enterprise type: Limited liability company (soon proprietorship for non-natural persons invested or controlled)
Business scope: marine diesel engines and accessories, complete sets of engineering machinery equipment, power station equipment, electromechanical equipment, casting and forging parts and non-standard steel structural parts, related technical consultation and technical services, metal products inspection services, warehousing (except dangerous goods), trade brokerage agents, and import and export business of goods and technology.[Projects that require approval according to law can only be carried out after approval by relevant departments]
2. Adjustment of market-oriented debt-to-equity conversion projects
The market-oriented debt-to-equity conversion projects of Shanghai Waigaoqiao Shipbuilding Co., Ltd. and China Shipbuilding Chengxi Shipbuilding Co., Ltd. in 2017 will continue to be promoted; at the same time, the company plans to add a follow-up promotion of market-oriented debt-to-equity conversion projects such as Huangpu Wenchong and Guangzhou Shipbuilding International.
III. This adjustment may constitute a major adjustment to the major asset restructuring plan
(I) Major asset restructuring progress so far
China Shipbuilding entered the major asset restructuring suspension process on October 18, 2017 due to the planning of major asset restructuring matters.
On February 26, 2018, the 28th meeting of the sixth board of directors of the company reviewed and passed the "Proposal on and its Summary" and other prosecutions related to the issuance of shares to purchase assets.
On March 9, 2018, the company received the Shanghai Stock Exchange's "Inquiry Letter on Information Disclosure of the Plan for Issuing Shares to Purchase Assets" (Shanghai Securities Official Letter [2018] No. 0214, hereinafter referred to as the "Inquiry Letter"). The company and various intermediary institutions carefully checked, implemented and responded to the relevant issues raised in the "Inquiry Letter", and revised the "Plan for Issuing Shares to Purchase Assets" and its summary. On March 21, 2018, they disclosed the "Reply Report to the Shanghai Stock Exchange" and the "Plan for Issuing Shares to Purchase Assets (Revised Draft)" and other announcements.
Since the disclosure of this major asset restructuring plan, the company and relevant parties have been actively promoting this major asset restructuring work. Carry out various tasks such as auditing, appraisal of target assets and communication with relevant departments in a timely manner.
(II) may constitute a major adjustment to the major asset restructuring plan
According to the "Compilation of FAQs and Answers for Listed Component Supervision Laws and Regulations" of the China Securities Regulatory Commission on the adjustment of major asset restructuring plans for listed companies:
1) If the transaction object is intended to be added, it shall be deemed to constitute a major adjustment to the restructuring plan;
2) The transaction price, total assets, net assets and operating income of the transaction subject to increase or decrease shall account for more than 20% of the total number of corresponding indicators of the original target assets;
1 According to the above provisions, this adjustment may constitute a major adjustment to the plan, so listed companies need to re-perform relevant procedures.
4. The basis for suspension and the arrangement for suspension and resumption of trading
According to the provisions of the "Guidelines for the Suspension and Resumption of Trading of Major Matters by Listed Companies on Shanghai Stock Exchange", since this restructuring plan involves major adjustments, the company's stock will be suspended from the opening of the market on March 29, 2019, and the suspension time will not exceed 5 trading days. The plan will be disclosed and the trading will resume trading at the latest on April 8, 2019. During the suspension period of
, the company will promptly fulfill its information disclosure obligations based on the progress of relevant matters. All information of the company shall be subject to the disclosure of the Shanghai Stock Exchange website and the designated media of the company.
5. Risk warning
The two parties to the transaction have not signed a formal transaction agreement yet. The specific transaction plan is still under the negotiation certificate, and there is still certain uncertainty. This transaction still needs to be submitted to the company's board of directors and shareholders' meeting for review, and can only be officially implemented after approval by the competent regulatory authority. There is still uncertainty as to whether it can be approved. Investors are kindly requested to invest rationally and pay attention to investment risks.
is hereby announced.
Board of Directors of China Shipbuilding Industry Co., Ltd.
March 29, 2019
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