中信证券股份有限公司 关于 中国船舶工业股份有限公司换股吸收合并 中国船舶重工股份有限公司暨关联交易 之 独立财务顾问报告 独立财务顾问 签署日期：2025 年 1 月 声明和承诺 中信证券股份有限公司（以下简称"中信证券"或"本独立财务顾问"）受中国船 舶工业股份有限公司（以下简称"中国船舶"）委托，担任本次中国船舶换股吸收合并 中国船舶重工股份有限公司暨关联交易的中国船舶独立财务顾问，并制作本独立财务顾 问报告。 本独立财务顾问报告是依据《公司法》《证券法》《重组管理办法》《26 号准则》 《财务顾问办法》等法律、法规的有关规定，按照证券行业公认的业务标准、道德规范， 本着诚实信用、勤勉尽责的态度，遵循客观、公正原则，在认真审阅相关资料和充分了 解本次交易行为的基础上，发表独立财务顾问意见，旨在就本次交易行为做出独立、客 观和公正的评价，以供全体股东及有关各方参考。 一、独立财务顾问声明 （一）本独立财务顾问与本次交易各方无任何关联关系。本独立财务顾问本着客观、 公正的原则对本次交易出具独立财务顾问报告。 （一）本独立财务顾问已按照规定履行尽职调查义务，有充分理由确信所发表的专 业意见与中国船舶披露的文件 ...

Financial Performance Forecast - The company expects a net profit attributable to shareholders of the parent company for 2024 to be between 330 million and 400 million yuan, an increase of approximately 11.58% to 35.25% compared to the previous year[3]. - The net profit attributable to shareholders of the parent company, excluding non-recurring gains and losses, is expected to be between 273 million and 343 million yuan, compared to a loss of 29.065 million yuan in the same period last year[4]. - The total profit for the previous year was 302.224 million yuan, with a net profit attributable to shareholders of the parent company of 295.740 million yuan[5]. Operational Improvements - The company has focused on its core business, enhancing production efficiency and improving quality, which has led to an increase in gross profit margin[6]. - The company has seen an improvement in the operating performance of its joint ventures, contributing to the overall profit increase[6]. Forecast Accuracy - There are no significant uncertainties that could affect the accuracy of the performance forecast as of the announcement date[7]. - The forecast data is preliminary and subject to final audited results in the 2024 annual report[8].

Investment Rating - The report gives a "Strong Buy" rating for the company [6]. Core Views - China Shipbuilding is positioned as a leading enterprise in both military and civilian shipbuilding under the China Shipbuilding Group, with a market share of approximately 13.32% in the domestic new shipbuilding market as of 2024 [1]. - The company has seen significant improvements in revenue and profitability due to the high demand in the shipbuilding industry, with a focus on cost reduction and efficiency [1][10]. - The ongoing restructuring with China Shipbuilding Heavy Industry is expected to enhance the company's market share to approximately 22.52% post-completion [1]. Company Overview - China Shipbuilding is the core listed company of the China Shipbuilding Group, focusing on military and civilian products [1]. - The company has undergone significant restructuring since the merger in 2019, leading to a specialization in shipbuilding and repair, with over 95% of its business now in this area [1][27]. - The company is actively integrating assets and businesses to eliminate competition within the group [1][40]. Industry Analysis - The shipping market is experiencing high demand across various segments, with oil tankers, bulk carriers, and container ships making up 86.11% of the global fleet by capacity [45]. - The global shipbuilding market is highly active, with significant growth in new orders and hand-held orders, particularly in China, which accounted for 76.94% of new orders by DWT in 2024 [4][68]. - The report highlights a strong correlation between global GDP growth and international shipping demand, predicting a 2.4% annual growth in shipping trade volume from 2025 to 2029 [74]. Demand Side - Long-term demand is driven by stable international trade, with projections indicating an average annual demand for new ships of 6.12 million DWT under optimistic scenarios [2][79]. - The aging fleet is expected to create a predictable cycle of replacement demand, with a peak in replacement needs anticipated between 2035 and 2039 [81]. - Short-term demand is influenced by geopolitical events, particularly the ongoing crisis in the Red Sea, which has increased shipping distances and demand [3][97]. Supply Side - China's share in the global shipbuilding market continues to rise, with significant increases in new orders and hand-held orders, indicating a competitive advantage over traditional shipbuilding nations like South Korea and Japan [4][101]. - The domestic shipbuilding landscape is expected to consolidate further, with China Shipbuilding Group aiming to optimize capacity and enhance competitiveness [5][107]. Financial Projections - The company is projected to achieve revenues of 826.59 billion, 925.07 billion, and 1,013.80 billion yuan for the years 2024, 2025, and 2026, respectively, with corresponding net profits of 38.42 billion, 75.41 billion, and 95.01 billion yuan [12][138]. - The report anticipates a steady increase in profitability, with net profit growth rates of 29.9%, 96.3%, and 26.0% for the same period [12][142].

Summary of Conference Call Records Industry Overview - The conference call primarily discusses the **Chinese shipbuilding industry** and the **China Communications Group** [1][2][3][4][5][6][7][8][15]. Key Points and Arguments 1. **Leadership Changes**: Recent appointments in the China Communications Group, including a new chairman and vice president, are expected to positively influence the company's future operations and reduce uncertainty [9][10]. 2. **Market Stability**: The restructuring plans within the industry are anticipated to stabilize market expectations and reduce uncertainties, which is beneficial for the overall shipbuilding sector [1][2]. 3. **Price Trends**: The ship price has increased by approximately **50%** since November 2020, with an expected further increase of around **30%** over the next three years, translating to an annual growth rate of **8% to 10%** [3][5][6]. 4. **Industry Cycle**: The typical cycle for the shipbuilding industry is around **six years**, with the current cycle showing signs of recovery and upward trends in ship prices [3][5][6]. 5. **Future Outlook**: The years **2025 and 2026** are projected to be significant for the shipbuilding industry, with expectations of substantial performance releases following the completion of major restructuring efforts [6][7][8]. 6. **Demand and Supply Dynamics**: There is a strong demand for shipbuilding driven by the need for fleet updates and new energy requirements, while supply remains constrained due to limited production capacity [12][14][15]. 7. **Investment Recommendations**: The overall sentiment towards the shipbuilding industry remains positive, with recommendations for continued investment opportunities as the sector is expected to perform well in the coming years [15]. Additional Important Content - **Market Reactions**: The shipbuilding sector has experienced fluctuations in stock prices, particularly after September, but is currently stabilizing at a low point [7][8]. - **Order Backlog**: Some shipyards have a backlog of orders extending to **2028-2029**, indicating a cautious approach to new orders due to optimistic future price expectations [12][13]. - **Production Challenges**: The recovery of certain shipyards is hindered by labor shortages and other operational challenges, which may slow down the overall production increase [14][15]. This summary encapsulates the essential insights from the conference call, highlighting the current state and future prospects of the Chinese shipbuilding industry and the China Communications Group.

Core Insights - Jiangsu province has become a leader in shipbuilding exports, with a total export value of 95.34 billion yuan from January to November 2024, marking a year-on-year increase of 56.9% [3] - The company has successfully delivered 14 vessels in 2024, with a total export value of approximately 400 million USD, reflecting a year-on-year growth of about 33% [5] - The current order backlog exceeds 100 vessels, with delivery schedules extending to 2029, indicating strong demand in the shipbuilding sector [6] Company Developments - The newly delivered bulk carrier measures 229 meters in length and 32.26 meters in width, equipped with advanced technology to meet the latest nitrogen oxide emission standards, significantly reducing energy consumption and carbon emissions [4] - The company has successfully completed the delivery of its 11th vessel in 2024, which is also the first 36,000 cubic meter LEG liquefied ethylene gas carrier [7][19] - The company is recognized as a national-level "specialized and innovative" small giant enterprise, experiencing a surge in overseas orders [8] Industry Trends - The shipbuilding industry in Jiangsu is evolving towards high-end and intelligent manufacturing, leveraging the advantages of the Yangtze River as a vital economic artery [14] - The Taicang Customs has established a business coordination group to address the needs and challenges faced by shipbuilding enterprises, implementing targeted support measures to facilitate smooth exports [9] - The shipbuilding and marine engineering industry in Qidong has seen an import and export value exceeding 8 billion yuan in the first eleven months of 2024 [11] Technological Advancements - The newly constructed vessels feature advanced navigation systems, automatic identification systems, and various automation control devices, enhancing operational safety and management efficiency [4] - The "FPSO ALEXANDRE DE GUSMAO," designed and built by a local company, is noted for its unique "universal" Fast4Ward hull design, making it the largest in terms of tonnage and storage capacity, aimed at deep-water oil development projects [21]

证券代码：600150 证券简称：中国船舶 公告编号：2024-043 中国船舶工业股份有限公司 关于公司子公司提供担保的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 本次担保人为公司全资子公司上海外高桥造船有限公司（以下 简称"外高桥造船"），被担保人为外高桥造船的全资子公司上海外高 桥造船海洋工程有限公司（以下简称"外高桥海工"），不涉及公司关 联人。 外高桥造船为外高桥海工开具履约保函，金额上限4042.50万 美元，外高桥海工提供反担保。截至本公告披露日，外高桥造船为外 高桥海工提供的担保余额合计为4042.50万美元。 公司无逾期对外担保情况。 公司指定的信息披露媒体为《上海证券报》《中国证券报》《证 券时报》《证券日报》及上海证券交易所网站（www.sse.com.cn），敬 请广大投资者注意投资风险。 中国船舶工业股份有限公司（以下简称"公司"）分别于2023年 12月20日、2024年1月8日召开第八届董事会第十七次会议和2024年第 一次临时股东大会，审议通过了《关于授权公司及所属 ...

Investment Rating - The report maintains a "Buy" rating for the company, indicating a positive outlook for the stock over the next 6 to 12 months [32][224]. Core Insights - The global shipbuilding market has entered an upcycle since 2021, with new ship prices and order volumes increasing significantly. The demand for ship replacements and environmental regulations are key drivers of this cycle, which is expected to last until 2030 [32][35]. - The company is positioned as a leading player in the global shipbuilding industry, benefiting from a high volume of orders and the injection of quality assets from its parent group [32][35]. - The company has seen a substantial increase in its net profit, with projections for 2024-2026 indicating a rise to 39 billion, 79 billion, and 108 billion yuan respectively, reflecting a strong recovery from previous downturns [32][220][224]. Summary by Sections Company Overview - The company is the largest comprehensive shipbuilding enterprise in China, focusing on military and civilian shipbuilding, repair, marine engineering, and electromechanical equipment [32][35][149]. - The company has undergone several rounds of asset injections and restructuring, enhancing its operational capabilities and market position [32][35][149]. Market Dynamics - The shipbuilding industry is characterized by long production cycles and significant capital requirements, with the current cycle driven by a combination of demand for new ships and stricter environmental regulations [32][35][171]. - As of 2023, China's shipbuilding completion volume and new orders accounted for 50% and 67% of the global total, respectively, solidifying its position as the world's largest shipbuilding nation [32][35][185]. Financial Performance - The company reported a total revenue of 562 billion yuan in the first three quarters of 2024, a year-on-year increase of 13%, with a significant rise in net profit margins [32][220]. - The report forecasts steady revenue growth for the company, with expected revenues of 825 billion, 938 billion, and 1,048 billion yuan for 2024, 2025, and 2026, respectively [32][244]. Order Backlog and Production Capacity - The company has a robust order backlog, with hand-held orders extending into 2028, indicating strong future revenue potential [32][218]. - The production capacity of the company's four major shipyards is fully utilized, with some orders scheduled for delivery as far out as 2029 [32][218]. Strategic Developments - The company plans to absorb and merge with China Shipbuilding Industry Corporation, which is expected to enhance its competitive position and operational synergies [32][135][224]. - The ongoing restructuring efforts aim to reduce competition within the industry and improve overall efficiency [32][135][224].

Summary of Conference Call Industry Overview - The conference call primarily discusses the shipbuilding industry, focusing on the integration of China Shipbuilding Group and China State Shipbuilding Corporation (CSSC) [2][11][12]. Key Points and Arguments - **Asset Integration**: The integration of assets between China Shipbuilding Group and China State Shipbuilding Corporation is approximately 80% complete, with core assets concentrated in Hudong-Zhonghua and Huangpu Wenchong Shipyard [2][11][12]. - **Market Demand**: The global shipbuilding industry is experiencing a favorable supply-demand environment, with major state-owned enterprises in China having orders booked until 2028 or even 2030-2031. New capacity expansion is limited, which will not disrupt the existing competitive landscape [11][23]. - **Price Increase**: Ship prices have increased by about 50% since the bottom in 2020, indicating a strong recovery in the market. The current cycle is expected to last until 2025-2026, potentially exceeding previous cycles [11][23]. - **New Energy Demand**: The current proportion of new energy ships is only 7%, suggesting significant growth potential, especially in the container sector. The transition to new energy will drive demand for shipbuilding beyond market expectations [4][11][18]. - **Economic Efficiency**: New ships are significantly more economical than older models, leading to a trend where shipowners replace vessels around 15 years of age, even if they have not reached the typical 20-year lifespan [6][11][15][24]. - **Technological Advancements**: New ship designs have shown a 20% increase in payload capacity while reducing energy consumption by 30-40%, which will further accelerate the replacement of older vessels [15][24]. - **Investment Recommendations**: The call recommends investing in leading state-owned enterprises such as China Shipbuilding, China State Shipbuilding Corporation, China Power, and China Shipbuilding Industry Corporation, as well as companies like AVIC Defense and Astar Anchor Chain, highlighting the potential of underwater unmanned equipment from China Shipbuilding Industry Corporation [11][25]. Additional Important Insights - **Challenges in Reviving Old Shipyards**: Research indicates that reviving old shipyards is challenging, and new capacity investments are limited, which will not significantly affect the competitive landscape [11][13][21]. - **Supply-Side Constraints**: Supply-side constraints are evident, with limited capacity expansion from private shipyards. Demand remains strong due to the need for replacing old ships and the push for new energy vessels [20][21]. - **Future Integration Steps**: The integration process is expected to continue with a board meeting planned for early next year to address competitive issues and finalize the integration plan [27]. This summary encapsulates the key discussions and insights from the conference call, providing a comprehensive overview of the current state and future outlook of the shipbuilding industry.

证券代码：600150 证券简称：中国船舶 公告编号：2024-042 中国船舶工业股份有限公司 关于重大资产重组的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、本次交易的基本情况 自本次交易预案披露以来，公司及相关各方积极稳步推进相关尽 职调查、审计、估值等各项工作。公司将在相关尽职调查、审计、估值 等相关工作完成后，再次召开董事会审议本次交易的相关事项，并由董 事会提请股东大会审议上述议案及其他与本次交易相关的议案。 三、风险提示 本次交易尚需履行必要的内部决策程序，并需经有权监管机构批 准后方可正式实施，能否实施尚存在较大不确定性，公司于2024年9月 19日披露的交易预案中详细披露了本次交易可能存在的风险因素及尚 需履行的程序。 中国船舶工业股份有限公司（以下简称"中国船舶"或"公司"） 拟向中国船舶重工股份有限公司（以下简称"中国重工"）全体换股股 东发行A股股票的方式换股吸收合并中国重工（以下简称"本次交易"）， 本次交易构成关联交易，构成重大资产重组。本次交易完成后，公司实 际控制人仍为中国船舶集 ...

证券代码：600150 证券简称：中国船舶 公告编号：2024-041 中国船舶工业股份有限公司 2024 年 11 月 29 日，公司董事、总经理施卫东先生、独立董事吴 立新先生、副总经理兼董事会秘书陶健先生、总会计师王洁女士出席 了本次业绩说明会，针对公司 2024 年第三季度的经营成果、发展战略 及财务指标等情况与投资者进行了交流和沟通，并就投资者普遍关注 的问题在信息披露允许的范围内进行了回复。 2024 年第三季度业绩说明会召开情况的公告 二、本次业绩说明会投资者提出的主要问题及公司回复情况 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 1、投资者提问：与中国重工合并后哪些造船优势在全球竞争中得 到进一步发展。 中国船舶工业股份有限公司（以下简称"公司"）于 2024 年 11 月 22 日在上海证券交易所网站（www.sse.com.cn）披露了《中国船舶 2024 年第三季度业绩说明会预告公告》（公告编号：2024-040）。本 次业绩说明会已于 2024 年 11 月 29 日按期召开。现将相关召开情况公 告 ...