Group 1: Chemical Sector Performance - The chemical index experienced an overall increase, with the chemical raw materials index rising by 2.81%, the chemical machinery index by 1.53%, the chemical pharmaceuticals index by 3.70%, and the pesticide and fertilizer index by 1.03% [1] - In contrast, the oil index saw a decline across all categories, with the oil processing index down by 1.10%, the oil extraction index down by 1.22%, and the oil trading index down by 1.02% [1] Group 2: Oil Price Trends - International crude oil prices showed weak fluctuations, with the WTI crude oil futures settling at $62.80 per barrel, a decrease of 1.69% from August 8, and Brent crude oil futures settling at $65.85 per barrel, down by 1.11% [1] Group 3: Petrochemical Product Price Changes - The top five petrochemical products with price increases included liquid chlorine up by 29.05%, battery-grade lithium carbonate up by 18.57%, industrial-grade lithium carbonate up by 14.53%, folic acid up by 6.38%, and niacinamide up by 5.00% [1] - Conversely, the top five petrochemical products with price declines included butanone down by 8.91%, organic silicon DMC down by 8%, organic silicon D4 down by 7.69%, raw rubber down by 7.41%, and synthetic ammonia down by 6.95% [1] Group 4: Capital Market Performance of Chemical Companies - The top five listed chemical companies with the highest stock price increases were Shuangyi Technology up by 41.17%, Kaimete Gas up by 34.73%, Honghe Technology up by 33.09%, Weike Technology up by 31.54%, and Xinhang New Materials up by 31.43% [2] - The bottom five listed chemical companies with the largest stock price declines were Zhizheng Co. down by 13.04%, Donghua Energy down by 11.49%, Renzhi Co. down by 10%, Fengshan Group down by 8.51%, and Hehua Co. down by 8.20% [2]

Group 1: Market Dynamics - 24 new private placement projects were added in the last two weeks, a 20% increase from the previous period, with 15 being competitive bids[5] - The total number of pending private placement projects stands at 614, with 64 projects approved and awaiting issuance, reflecting a slight increase of 1 project[5] - The average time from proposal to approval has decreased by 32 days to 319 days, while the time from approval to registration has shortened by 3 days to 36 days[15] Group 2: Fundraising and Pricing Trends - Only 2 competitive bid projects were listed in the last two weeks, raising a total of 971 million yuan, a decrease of 87.27% from the previous period[27] - The average benchmark discount rate for these projects was 5.81%, down 12.54 percentage points, while the market price discount rate averaged 14.13%, a decrease of 7.00 percentage points[27] - The average bid entry rate for the 2 competitive projects was 35.42%, a drop of 48.21 percentage points, indicating increased competition among investors[38] Group 3: Performance of Approved Projects - Three pricing projects were unlocked in the last two weeks, with an average absolute return of 69.88% and an excess return of 37.35%, both showing increases from the previous period[43] - The average market price discount rate for these unlocked projects was 12.48%, down 28.26 percentage points, while the industry beta contribution rose to 25.62%, an increase of 13.61 percentage points[43] Group 4: Risk Factors - Risks include slower-than-expected approval processes, fluctuations in secondary market stock prices, and changes in the competitive bidding environment for private placements[47]

Group 1 - The semiconductor sector experienced a significant increase of 2.87% on August 18, with Yitang Co. leading the gains [1] - The Shanghai Composite Index closed at 3728.03, up 0.85%, while the Shenzhen Component Index closed at 11835.57, up 1.73% [1] - Notable gainers in the semiconductor sector included Yitang Co. with a closing price of 27.90, up 18.27%, and Juguang Technology with a closing price of 114.58, up 15.10% [1] Group 2 - The semiconductor sector saw a net inflow of 705 million yuan from institutional investors, while retail investors contributed a net inflow of 467 million yuan [2] - The top stocks by net inflow from institutional investors included Haowei Group with 45.216 million yuan and Xindong Technology with 22 million yuan [3] - Conversely, retail investors showed a net outflow in several stocks, including Yitang Co. with a net outflow of 80.3092 million yuan [3]

Group 1 - The core point of the article is that Zhizheng Co., Ltd. has received approval from the Shanghai Stock Exchange for a significant asset restructuring project, which involves a complex model of "asset replacement + cross-border share swap" to acquire AAMI, a top five global semiconductor lead frame supplier [1] - This transaction marks the first A-share merger project involving "cross-border share swap" following the revision of the "Management Measures for Strategic Investment by Foreign Investors in Listed Companies" by the Ministry of Commerce and other departments in November 2024 [1] - Investment banking professionals indicate that this transaction represents an innovative transaction structure for A-share companies to introduce international industry-leading shareholders through cross-border mergers and acquisitions, enhancing the certainty and convenience of such transactions [1] Group 2 - The promotion of "cross-border share swap" cases is expected to enhance the ability of A-share listed companies to acquire high-quality global assets [1] - This development is anticipated to further promote the internationalization and marketization of the A-share market [1]

Core Viewpoint - Zhizheng Co., Ltd. is undergoing a significant asset restructuring by acquiring a stake in semiconductor packaging materials company AAMI through a cross-border share swap, marking a notable event in the market [1] Group 1: Company Overview - Zhizheng Co., Ltd. primarily engages in the production of plastic products while also involving itself in sectors such as semiconductors and 5G technologies [1] - As of August 15, 2025, the stock price of Zhizheng Co., Ltd. is reported at 62.63 yuan, reflecting a slight decrease of 0.11% from the previous trading day [1] Group 2: Financial Performance - The trading volume on August 15, 2025, reached 2.06 billion yuan, with a turnover rate of 4.44% [1] - In terms of capital flow, Zhizheng Co., Ltd. experienced a net outflow of 32.91 million yuan on August 15, with a cumulative net outflow of 236 million yuan over the past five days [1] Group 3: Strategic Developments - The major asset swap and issuance of shares for asset purchase have been approved by the M&A Review Committee of the Shanghai Stock Exchange [1] - This transaction represents the first cross-border share swap case following the new regulations set to take effect in December 2024, with ASMPT expected to become the second-largest shareholder post-completion [1] - AAMI is recognized as one of the top five global suppliers of semiconductor lead frames, reporting a revenue of 2.486 billion yuan and a net profit of 55.1884 million yuan in 2024 [1]

Core Viewpoint - The announcement by Zhizheng Co., Ltd. (603991) regarding a significant asset swap and the acquisition of shares from Advanced Assembly Materials International Limited (AAMI) marks the first cross-border share swap approved under the new regulations for foreign investment in listed companies, effective from December 2024 [1][2]. Group 1: Regulatory Changes - The new regulations allow foreign investors to use shares of non-listed overseas companies as payment for strategic investments in listed companies, which was not permitted under the previous rules [2]. - Since the implementation of the new regulations, there have been 12 cross-border merger cases approved, with Zhizheng Co., Ltd. being the only one utilizing equity as a payment method [2]. Group 2: Transaction Details - Zhizheng Co., Ltd. plans to acquire approximately 99.97% of AAMI's shares through a combination of asset swaps, share issuance, and cash payments, while divesting its 100% stake in Shanghai Zhizheng New Materials Co., Ltd. [3][5]. - AAMI is a leading global supplier of semiconductor lead frames, with strong competitive advantages in high-precision and high-reliability applications across various sectors [3]. - The total valuation of AAMI's 100% equity is set at 3.526 billion yuan, with the total consideration for the transaction being 3.069 billion yuan [5]. Group 3: Shareholding Structure - Post-transaction, ASMPT Holding will become the second-largest shareholder of Zhizheng Co., Ltd., holding 18.12% of the shares, while the actual controller of Zhizheng will remain Wang Qiang with a 23.23% stake [4][5]. - The transaction will not result in a change of control for Zhizheng Co., Ltd., as ASMPT has committed not to seek control over the company [4].

Core Viewpoint - The article discusses the recent approval of a significant asset swap and capital raising transaction by Zhizheng Co., which marks the first cross-border share swap case under the new regulations for foreign investment in listed companies in China, effective from December 2024 [2][3]. Group 1: Regulatory Changes - The new regulations, revised by multiple Chinese regulatory bodies, facilitate foreign investors' strategic investments in listed companies by allowing the use of shares from non-listed foreign companies as payment [3][4]. - Prior to this revision, there were no provisions for cross-border share swaps in the previous regulations, which limited the methods available for foreign strategic investments [3]. Group 2: Transaction Details - Zhizheng Co. plans to acquire approximately 99.97% of Advanced Assembly Materials International Limited (AAMI), a leading global semiconductor lead frame supplier, through a combination of asset swaps, share issuance, and cash payments [6][7]. - The total valuation of the target asset AAMI is set at 3.526 billion yuan, with the total consideration for the transaction being 3.069 billion yuan [7]. - AAMI's projected revenues for 2023 and 2024 are 2.205 billion yuan and 2.486 billion yuan, respectively, with net profits of 20.18 million yuan and 55.19 million yuan [7]. Group 3: Shareholding Structure - After the transaction, the actual controller of Zhizheng Co. will remain Wang Qiang, holding 23.23% of the total shares, while ASMPT Holding will become the second-largest shareholder with an 18.12% stake [7]. - ASMPT, a leading semiconductor packaging equipment company, will play a significant role in the governance and strategic decision-making of Zhizheng Co., aiding in its business transformation and long-term development [7].

Core Viewpoint - The article discusses the recent approval of a significant asset swap and capital raising transaction by Zhizheng Co., which marks the first cross-border share swap case following the implementation of new regulations for foreign investors in December 2024. This transaction is expected to enhance collaboration between domestic and international semiconductor industries and attract more quality foreign investment into the A-share market [2][3]. Group 1: Regulatory Changes - The new regulations, effective from November 2024, facilitate strategic investments by foreign investors in listed companies by relaxing cross-border share swap conditions [3]. - The revised regulations allow foreign investors to use shares of non-listed overseas companies as payment for strategic investments, which was not permitted under the previous rules [3][4]. Group 2: Transaction Details - Zhizheng Co. plans to acquire approximately 99.97% of Advanced Assembly Materials International Limited (AAMI), a leading global semiconductor lead frame supplier, through a combination of asset swaps, share issuance, and cash payments [5][6]. - The total valuation of the target asset AAMI is set at 3.526 billion yuan, with the total consideration for the transaction being 3.069 billion yuan [8]. Group 3: Financial Performance - AAMI reported revenues of 2.205 billion yuan and 2.486 billion yuan for the fiscal years 2023 and 2024, respectively, with net profits of 20.18 million yuan and 55.19 million yuan [7].

Core Viewpoint - Shenzhen Zhizheng High Polymer Materials Co., Ltd. plans to conduct a major asset swap, issue shares, and pay cash to acquire the equity and control of Advanced Assembly Materials International Limited, while divesting 100% of Shanghai Zhizheng New Materials Co., Ltd. and raising supporting funds [1][2]. Group 1 - The Shanghai Stock Exchange's M&A Restructuring Review Committee approved the company's transaction application, confirming it meets restructuring conditions and information disclosure requirements [2]. - The company revised its restructuring report based on the review committee's approval and disclosed the updated draft [2]. - Key revisions in the restructuring report include updates on the decision-making process and approval status of the transaction [2][3]. Group 2 - The valuation analysis of the assets to be acquired and divested has been supplemented in the revised report [3]. - The financial condition analysis of the target company has been enhanced, including supplementary financial information and key operational status post the audit cutoff date [3].

上海泽昌律师事务所 之 补充法律意见书（六） 上海市浦东新区世纪大道 1589 号长泰国际金融大厦 11 层 电话：021-61913137 传真：021-61913139 邮编：200120 二零二五年八月 上海泽昌律师事务所 法律意见书 上海泽昌律师事务所 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之 补充法律意见书（六） 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 编号：泽昌证字 2025-03-02-24 致：深圳至正高分子材料股份有限公司 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司重大 资产重组管理办法》等法律、行政法规、规章和规范性文件的相关规定，上海泽 昌律师事务所接受深圳至正高分子材料股份有限公司委托，作为本次重组事宜的 专项法律顾问。 为本次重组之目的，本所已于 2025 年 2 月 28 日出具了《上海泽昌律师事务 所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之法律意见书》 （以下简称"《法律意 ...