证券代码：603991 证券简称：至正股份 公告编号：2025-045 深圳至正高分子材料股份有限公司 关于收到并回复上海证券交易所审核中心意见落实 函的公告 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。 深圳至正高分子材料股份有限公司（以下简称"公司"）拟通过重大资产置 换、发行股份及支付现金的方式取得先进封装材料国际有限公司（Advanced Assembly Materials International Limited）的股权及其控制权、置出上海至正新材 料有限公司 100%股权并募集配套资金（以下简称"本次交易"）。 2025 年 7 月 21 日，公司收到上海证券交易所（以下简称"上交所"）出具 的《关于深圳至正高分子材料股份有限公司重大资产置换、发行股份及支付现金 购买资产并募集配套资金暨关联交易申请的审核中心意见落实函》（上证上审 〔2025〕53 号）（以下简称"《审核中心意见落实函》"）。根据《公司法》 《证券法》《上市公司重大资产重组管理办法》《上海证券交易所上市公司重大 资产重组审核规则》等法律、法规 ...

金融界消息 截至2025年7月29日收盘，至正股份（603991）报收于71.96元，上涨1.02%，换手率 3.19%，成交量2.38万手，成交金额1.71亿元。 天眼查商业履历信息显示，深圳至正高分子材料股份有限公司，成立于2004年，位于深圳市，是一家以 从事化学原料和化学制品制造业为主的企业。企业注册资本7453.4998万人民币，实缴资本7453万人民 币。公司法定代表人为施君。 通过天眼查大数据分析，深圳至正高分子材料股份有限公司共对外投资了3家企业，参与招投标项目14 次，专利信息42条，此外企业还拥有行政许可26个。 资金流向方面，今日主力资金净流出1502.23万元，占比成交额8.77%。其中，超大单净流出651.80万 元、占成交额3.81%，大单净流出850.44万元、占成交额4.97%，中单净流出流入907.34万元、占成交额 5.3%，小单净流入594.90万元、占成交额3.47%。 来源：金融界 至正股份最新一期业绩显示，截至2025一季报，公司营业总收入5119.06万元、同比增长38.67%，归属 净利润1423.15万元，同比减少157.73%，扣非净利润1478.60万元， ...

Group 1: M&A Activity Overview - From July 14 to July 20, there were 77 M&A events involving listed companies, with 27 classified as significant M&A transactions[9] - Out of the total M&A events, 12 were completed, including 1 significant M&A transaction involving Baota Industrial[9] - There were 3 failed M&A attempts by listed companies, specifically by Lixing Co., Hongming Co., and Zhongji Health[15] Group 2: Policy Updates - On July 18, Tianjin's financial authorities released measures to support M&A, focusing on 12 key industrial chains and establishing a resource pool for quality M&A targets[7] - The Shanghai G60 Science and Technology Innovation Group held a summit on July 16 to discuss M&A and overseas expansion in the context of innovation and industry leadership[7] Group 3: Market Performance - During the week of July 14 to July 20, the restructuring index outperformed the Wind All A index by 0.27%[19] - Over a mid-term view, the restructuring index's rolling 20-day return shifted from negative to positive compared to the Wind All A index[19] Group 4: Control Changes - Two listed companies reported changes in actual control during this period, with Shenjian Co. and Hualan Group undergoing ownership transitions[17]

Core Viewpoint - The restructuring of Zhizheng Co. is aimed at enhancing its supply chain resilience and optimizing its asset portfolio by acquiring a majority stake in Advanced Packaging Materials International Co., a leading semiconductor lead frame supplier, which is expected to significantly improve the company's financial performance and market position [1][3][8]. Group 1: Company Restructuring - Zhizheng Co. is in the process of a major asset restructuring, which involves divesting its loss-making cable polymer materials business and acquiring a 99.97% stake in Advanced Packaging Materials International Co. [1][3] - The restructuring is expected to transform Zhizheng Co.'s financials, with projected total assets increasing from 630 million yuan to 4.77 billion yuan and revenue rising from 360 million yuan to 2.61 billion yuan by 2024 [8][9]. Group 2: Market Position and Competitiveness - Advanced Packaging Materials International Co. is ranked among the top five global suppliers of semiconductor lead frames, holding a market share that has increased from 8% in 2021 to 9% in 2023 [3][4]. - The company has established long-term relationships with major semiconductor clients, with partnerships typically exceeding 20 years, which enhances its competitive edge in the market [5][6]. Group 3: Financial Impact - Following the asset acquisition, Zhizheng Co.'s earnings per share are projected to improve from -0.41 yuan to 0.11 yuan, representing a significant increase of 0.52 yuan, while the net asset value per share is expected to rise from 3.03 yuan to 20.88 yuan, an increase of 589.12% [9][10]. - The successful completion of the restructuring is anticipated to provide a strong foundation for Zhizheng Co.'s long-term valuation and financial stability [9][10]. Group 4: Strategic Importance - The acquisition aligns with the broader trend of enhancing domestic semiconductor supply chain resilience and security, which is critical for the industry [1][10]. - The restructuring is seen as a milestone event for Zhizheng Co., marking its strategic shift towards the semiconductor sector and potentially attracting more foreign investment into the A-share market [10][11].

Core Viewpoint - Zhizheng Co., Ltd. is advancing a significant asset restructuring plan, aiming to acquire AAMI, which has substantially higher asset and revenue metrics compared to Zhizheng's current figures, while avoiding the classification of a backdoor listing [1][2][3] Group 1: Restructuring Details - The proposed acquisition involves AAMI's 100% equity, valued at 3.526 billion yuan, with a reference value of 3.09 billion yuan for the assets being acquired [1][9] - The restructuring plan aims to avoid backdoor listing controversies by ensuring that the acquisition occurs more than 36 months after the change of control [4][5] - The restructuring will involve a cash payment of 790 million yuan, despite Zhizheng's cash reserves being only 45 million yuan as of the end of Q1 2025 [1][10][13] Group 2: Financial Performance - Zhizheng has faced continuous losses since 2019, with a net profit of -57 million yuan in 2019 and negative profits projected for 2020-2024 [2][3] - AAMI reported revenues of 2.205 billion yuan and 2.486 billion yuan for 2023 and 2024, respectively, with a significant net profit increase of 173% in 2024 [15] - However, AAMI's operating cash flow has drastically decreased, with a 90.9% drop in 2024 compared to the previous year, raising concerns about its financial health [15] Group 3: R&D and Market Position - AAMI's R&D expense ratio is lower than industry averages, at 2.45% and 2.27% for 2023 and 2024, respectively, compared to peers' averages of 3.33% and 3.37% [16][17] - The company focuses on customer-driven R&D, aiming to improve production processes and product quality while managing costs effectively [17]

股票代码：603991 股票简称：至正股份 上市地点：上海证券交易所 深圳至正高分子材料股份有限公司 重大资产置换、发行股份及支付现金购买资产 并募集配套资金暨关联交易报告书（草案）摘要 （三次修订稿） | 项目 | 交易对方 | | --- | --- | | 重大资产置换 | 南宁市先进半导体科技有限公司 | | 发行股份及支付现金 购买资产 | ASMPT Hong Kong Holding Limited、通富微电子股 份有限公司、深圳市领先半导体发展有限公司、南 | | | 宁市先进半导体科技有限公司等 11 名交易对方 | | 募集配套资金 | 不超过 名特定投资者 35 | 独立财务顾问 签署日期：二〇二五年七月 深圳至正高分子材料股份有限公司重大资产置换、发行股份及支付现金购买资产并募集配套资金暨关联交易报告书（草案）摘要 声 明 本部分所述词语或简称与本报告书摘要"释义"所述词语或简称具有相同含义。 一、上市公司声明 本次重组的交易对方已就在本次交易过程中所提供信息和材料的真实、准确、完 整情况出具承诺函，保证其将及时提供本次重组相关信息，为本次交易事项所提供的 有关信息均真实、准确和完整， ...

Meeting Details - The fourth supervisory board meeting of Shenzhen Zhizheng High Polymer Materials Co., Ltd. was held on July 15, 2025, with all three supervisors present, and the meeting was deemed legal and effective [1]. Transaction Proposal - The company proposed to adjust the major asset swap, issuance of shares, and cash payment for acquiring the equity and control of Advanced Assembly Materials International Ltd. (AAMI), while divesting 100% of its wholly-owned subsidiary, Shanghai Zhizheng New Materials Co., Ltd. [1][2]. - The adjustment includes excluding the cash repurchase of 12.49% equity from Hong Kong Zhixin Union Co., Ltd. from the transaction, with a repurchase amount of 437.7213 million yuan no longer counted as part of the transaction price [2][3]. Ownership and Valuation Changes - The proposed ownership percentage of AAMI will be adjusted from 99.97% to 87.47%, and the transaction valuation will change from 3.5064312 billion yuan to 3.0687099 billion yuan [2][3][4]. - Despite the adjustments, the company will still effectively hold approximately 99.97% of AAMI's equity post-transaction [3][4]. Voting and Decision - The proposal regarding the adjustment of the transaction was passed with 1 vote in favor, and due to insufficient non-related supervisors, the supervisory board could not form an effective resolution [3][5]. - The board of directors approved the proposal without needing to submit it to the shareholders' meeting, based on the authorization from the company's first extraordinary shareholders' meeting in 2025 [3][5].

Core Viewpoint - The company is undergoing a significant asset restructuring involving the acquisition of Advanced Assembly Materials International Ltd. (AAMI) and the divestment of its wholly-owned subsidiary, Shanghai Zhizheng New Materials Co., Ltd. [1][2] Group 1: Meeting Details - The fourth special meeting of the independent directors of the company was held on July 15, 2025, with all three independent directors present, complying with relevant laws and regulations [1]. - The meeting unanimously agreed to waive the notice period for the meeting [1]. Group 2: Transaction Overview - The company plans to acquire a stake in AAMI through a major asset swap, issuance of shares, and cash payment, while divesting 100% of its subsidiary [1]. - The cash buyback of 12.49% equity in AAMI from Hong Kong Zhixin United Co., Ltd. is recognized as part of the transaction, with a buyback amount of 437.7213 million yuan [1][2]. - The proposed equity stake in AAMI will be adjusted from 99.97% to 87.47%, and the transaction price for the assets will be revised from 3.5064312 billion yuan to 3.0687099 billion yuan [1][2]. Group 3: Compliance and Protection of Interests - The adjustments to the transaction plan are deemed beneficial for protecting the legal rights of shareholders, especially minority shareholders, and comply with relevant laws and regulations [1]. - The company has revised relevant documents to ensure compliance with the Securities Law and regulations regarding major asset restructuring [2].

Core Viewpoint - The company, Shenzhen Zhizheng High Polymer Materials Co., Ltd., is undergoing a significant asset swap and capital raising process, with Deloitte Huayong Accounting Firm providing an unqualified audit report for the financial statements of Advanced Assembly Materials International Limited for the years 2023 and 2024 [1][2]. Financial Performance - For the year 2024, the target company reported a total operating income of 248,621.11 million yuan, reflecting a year-on-year increase of 12.74%, and a net profit attributable to shareholders of 5,518.84 million yuan, which is a significant turnaround from a loss to a profit, with a year-on-year increase of 173.51% [5][6]. - The company had a high post-receivable collection rate of 92.78% for accounts receivable as of December 31, 2024, indicating strong cash flow management [6]. Market Trends - The average price of lead frames showed a slight decline in 2024, but there are signs of stabilization and recovery in prices due to reduced inventory pressure in the industry [8][9]. - The company’s lead frame products experienced a price increase in the fourth quarter of 2024, aligning with industry trends [8][9]. Customer Base and Sales Model - The company maintains a stable customer base, with the top 20 customers contributing 84.77% of total revenue in 2024, indicating a high level of customer concentration [10][13]. - The revenue from the top five customers accounted for approximately 54.90% of the main business income, demonstrating a consistent customer concentration [10][13]. Revenue Recognition Policies - The company recognizes revenue based on the transfer of control of goods to customers, which aligns with industry practices. For consignment sales, revenue is recognized when customers utilize the goods and provide usage reports [19][20]. - The revenue recognition policies are consistent with those of comparable companies in the semiconductor materials industry, ensuring compliance with industry standards [19][20].

Core Viewpoint - The document outlines the legal opinions regarding the major asset restructuring, share issuance, and cash payment for asset acquisition by Shenzhen Zhizheng High Polymer Materials Co., Ltd, including the involvement of various parties and the financial implications of the transactions [1][2][3]. Group 1: Transaction Overview - Shenzhen Zhizheng plans to acquire 87.47% of AAMI's shares through a combination of asset swaps, share issuance, and cash payments, while also raising supporting funds [3]. - The total consideration for the transaction is approximately 3.06 billion yuan (306,870.99 million yuan) for the acquisition of AAMI shares and an additional 437.72 million yuan for the buyback of shares held by Hong Kong Zhixin [3][12]. - The company aims to consolidate its control over AAMI, with an expected post-transaction ownership of about 99.97% [3]. Group 2: Legal and Regulatory Compliance - The legal opinions provided are based on the latest developments and changes occurring between September 30, 2024, and December 31, 2024, ensuring compliance with relevant laws and regulations [2][4]. - The document serves as a supplementary legal opinion to previous legal documents related to the transaction, confirming the accuracy and completeness of the facts presented [2][4]. Group 3: Stakeholder Involvement - Beijing Zhilu Asset Management Co., Ltd, a key stakeholder, has exited the transaction, transferring its interests to Advanced Semiconductor, which is now involved in the management of AAMI [5][17]. - The exit of Beijing Zhilu was influenced by the impending expiration of its private fund's term and the need to secure returns, prompting a swift transaction to avoid complications [17]. - The restructuring will lead to the appointment of two co-presidents at AAMI, with one being the current CEO of Shenzhen Leading Technology Industry Development Co., Ltd [17].