Core Viewpoint - The document provides a legal opinion regarding the major asset swap, issuance of shares, and cash payment for asset acquisition by Shenzhen Zhizheng High Polymer Materials Co., Ltd, along with related transactions and supplementary legal opinions issued by Shanghai Zechang Law Firm [1][2][3]. Group 1: Transaction Overview - The legal opinion is based on the latest developments in the transaction from September 30, 2024, to December 31, 2024, and addresses inquiries from the Shanghai Stock Exchange regarding the asset swap and related transactions [1][3]. - The transaction involves the transfer of GP shares from Beijing Zhilu to Advanced Semiconductor, with the aim of facilitating the acquisition of AAMI and ensuring compliance with fund expiration requirements [4][12][17]. Group 2: Parties Involved - Beijing Zhilu is identified as a professional equity investment institution focusing on semiconductor and high-tech investments, managing over 40 private equity funds with an asset management scale exceeding 10 billion yuan [5][8]. - The document outlines the historical background and ownership structure of Beijing Zhilu, detailing its evolution and current stakeholders [6][7]. Group 3: Financial Arrangements - The total consideration for the GP share transfer is reported as 200 million yuan, with an additional service fee of 70 million yuan to be paid by Advanced Semiconductor and Leading Semiconductor for their roles in the transaction [10][11][14]. - The expected investment returns from the transaction are projected based on the anticipated market value of AAMI, estimated at 3.5 billion yuan [13][14]. Group 4: Governance and Control - Prior to the GP share transfer, Beijing Zhilu held the position of general partner and had significant control over the management of the investment entities, which will transition to Advanced Semiconductor post-transfer [18][20]. - The governance structure of the investment entities, including decision-making processes and management responsibilities, is detailed, highlighting the shift in control following the transaction [19][20].

Industry Overview - The pyroelectric infrared sensor technology in China began in the 1970s, initially used in military applications, but has expanded into civilian markets due to technological advancements and cost reductions [1][15] - The market size of China's pyroelectric infrared sensor industry has grown from 365 million yuan in 2015 to 1.599 billion yuan in 2024, with a compound annual growth rate (CAGR) of 17.84% [1][15] - The production volume of pyroelectric infrared sensors in China is projected to increase from 217 million units in 2015 to 965 million units in 2024, with a CAGR of 18.03% [14] - The demand for these sensors is expected to rise from 209 million units in 2015 to 937 million units in 2024, with a CAGR of 18.14% [14] Market Dynamics - The rapid growth in demand for LED lighting and security monitoring in China is driving the expansion of the pyroelectric infrared sensor market [1][15] - The industry is becoming increasingly competitive, with China emerging as a global manufacturing hub for these sensors due to its cost advantages and improved labor productivity [1][15] Application Areas - Pyroelectric infrared sensors are widely used in various applications, including security monitoring, smart homes, automatic driving, medical diagnostics, thermal imaging, industrial automation, and environmental monitoring [7] - In the smart home sector, these sensors play a crucial role in detecting human presence and activity, enabling automatic control of lighting and other systems [12] Key Companies - Notable companies in the industry include Senba Sensor Technology Co., Ltd., Shanghai Naisela Sensor Co., Ltd., and Zhengzhou Weisheng Electronic Technology Co., Ltd., among others [18][21][23] - Senba Sensor's revenue from pyroelectric infrared sensors is projected to reach 251 million yuan in 2024, reflecting a year-on-year growth of 5.91% [21] Industry Trends - The industry is witnessing a trend towards miniaturization, driven by advancements in MEMS technology and semiconductor processes, making sensors more suitable for compact applications [25] - There is a growing emphasis on smart features, with sensors increasingly incorporating AI algorithms and edge computing capabilities for enhanced environmental perception and data analysis [26] - The evolution from standalone components to integrated system solutions is becoming prominent, allowing for modular products that facilitate easier customer development [27] - Multi-functionality is key to enhancing the value of pyroelectric infrared sensors, with new products integrating additional sensing capabilities to meet complex application needs [28]

Group 1 - The article highlights the economic strength of Jiangsu province, showcasing the competitive dynamics among its 13 cities, referred to as "Thirteen Taibao" [1][25] - Suzhou leads with a GDP of 2.67 trillion yuan in 2024, making it the only city in Jiangsu to surpass 2 trillion yuan, and it is recognized as a national economic powerhouse [2][4] - Suzhou's industrial output is projected to exceed 4.7 trillion yuan in 2024, with a foreign trade volume of 2.62 trillion yuan, indicating its status as a global manufacturing and innovation hub [4][7] Group 2 - Nanjing and Wuxi follow Suzhou, with GDPs of 1.85 trillion yuan and over 1.5 trillion yuan respectively, highlighting their roles as the provincial capital and manufacturing leaders [8][10] - Nanjing's digital economy contributes 16.5% to its GDP, while Wuxi is recognized for its strengths in the Internet of Things and semiconductor industries [10][12] - Emerging cities like Nantong and Changzhou have also joined the trillion-yuan club, driven by their unique industrial strengths [13][14] Group 3 - Suzhou's growth trajectory shows an average annual increase of over 150 billion yuan over the past decade, aiming for a GDP target of 3 trillion yuan by 2026 [7][8] - The article emphasizes the growth potential of northern Jiangsu cities, with Huai'an leading the province with a growth rate of 7.1% [16][18] - Jiangsu's industrial landscape is characterized by "hidden champions," with companies like InnoSilicon and Jiangsu Hengtong leading in their respective fields [20][24] Group 4 - Jiangsu's strategic "1650" industrial layout includes 14 national advanced manufacturing clusters, ensuring all cities are part of the national advanced manufacturing top 100 [27][28] - The province boasts 706 listed companies with a total market value of approximately 7.06 trillion yuan, with Suzhou having the highest number of listed firms [27][28] - The competitive landscape among Jiangsu's cities is portrayed as a collaborative effort to enhance the province's global competitiveness, rather than mere rivalry [28][31]

Core Viewpoint - Tongfu Microelectronics Co., Ltd. has announced a profit distribution plan involving a cash dividend of 68,291,861.04 yuan (including tax) and a capital reserve conversion to increase share capital without issuing new shares [1][2]. Group 1: Profit Distribution Plan - The profit distribution plan includes a cash dividend of 68,291,861.04 yuan, which will be distributed based on the total number of shares held on the record date [1]. - The distribution ratio for shareholders is set at 0.405000 yuan for every 10 shares held, with different tax treatments for various types of investors [1][2]. Group 2: Key Dates - The record date for the rights distribution is June 16, 2025, and the ex-dividend date is June 17, 2025 [2]. Group 3: Distribution Objects - The distribution will be made to all shareholders registered with the China Securities Depository and Clearing Corporation Limited, Shenzhen Branch, as of the record date [2]. Group 4: Taxation Details - A differentiated tax rate will be applied for individual shareholders based on their holding period, with specific tax amounts outlined for different durations [2].

证券代码：002156 证券简称：通富微电 公告编号：2025-028 通富微电子股份有限公司 2024 年年度权益分派实施公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 一、股东大会审议通过利润分配方案情况 1．公司于2025年5月13日召开的2024年度股东大会审议通过了《公司2024年度 利润分配方案》，本次实施的利润分配方案为：以公司2024年12月31日总股本 1,517,596,912股为基数，向全体股东每10股派发现金红利0.45元（含税），本次不 进行资本公积转增股本，不送红股。公司本次拟派发现金红利68,291,861.04元（含 税）。董事会、股东大会审议利润分配预案后至实施权益分派股权登记日期间，如 享有利润分配权的股份总数发生变动，则以未来实施分配方案时股权登记日享有利 润分配权的股份总数为基数，按照分配比例不变的原则进行调整。 2．自利润分配方案披露至实施期间，公司股本总额未发生变化。 3．本次实施的分配方案与股东大会审议通过的分配方案及其调整原则一致。 4．本次利润分配方案的实施距离公司2024年度股东大会审议通过的时间未超过 ...

Core Viewpoint - The transaction aims to enhance the asset quality and profitability of Shenzhen Zhizheng High Polymer Materials Co., Ltd. by acquiring a controlling stake in AAMI, a leading semiconductor packaging materials company, thereby facilitating the company's transition into the semiconductor industry and improving its financial performance [1][4][10]. Group 1: Transaction Purpose and Integration Control - The transaction involves the divestment of loss-making assets and the acquisition of high-potential, profitable assets, which is expected to improve the company's asset quality and profitability [2][4]. - AAMI, as a global top-five supplier of semiconductor lead frames, has strong competitive advantages in high-precision and high-reliability applications, which aligns with the company's strategic shift towards the semiconductor sector [4][7]. - Post-transaction, the company will hold 99.97% of AAMI's shares, enhancing its control and integration capabilities over AAMI's operations [3][4]. Group 2: Financial Impact and Performance Enhancement - The transaction is projected to significantly increase the company's total assets from approximately 636.02 million yuan to 4.766 billion yuan, representing a growth rate of 649.41% [10][11]. - The company's operating revenue is expected to rise from 364.56 million yuan to 2.608 billion yuan, indicating a growth rate of 615.40% [11]. - The net profit attributable to the parent company is forecasted to turn from a loss of 30.53 million yuan to a profit of 17.49 million yuan, marking a substantial improvement in profitability [11][12]. Group 3: Market Position and Competitive Advantage - AAMI has maintained a strong market position, ranking fifth globally in the lead frame market with a market share of 9% as of 2023, and is expected to rise to fourth place with projected revenues of 293.1 million USD in 2024 [6][7]. - The company has established a robust production capacity in both domestic and international markets, which is crucial for meeting the demands of major semiconductor clients [7][18]. - The lead frame technology is critical for semiconductor device reliability and performance, making AAMI's products essential in the semiconductor supply chain [10][9]. Group 4: Management and Operational Independence - AAMI operates independently with a well-established management structure, having transitioned from a division of ASMPT to an independent entity, which enhances its operational efficiency and decision-making capabilities [19][20]. - The management team remains stable post-transaction, ensuring continuity in operations and strategic direction [19][22]. - The company plans to integrate AAMI into its management system while maintaining its operational independence, thereby leveraging AAMI's expertise in the semiconductor materials sector [24][25].

Core Viewpoint - The company is undergoing a significant asset restructuring, including a share issuance and cash payment for asset acquisition, which is subject to scrutiny by the Shanghai Stock Exchange [1] Financial Performance - The target company, Advanced Assembly Materials International Limited (AAMI), reported revenues of 3,130.23 million yuan, 2,205.30 million yuan, and 1,823.87 million yuan for the years 2023 and 2024, indicating a 30.79% year-on-year decline in 2023 due to macroeconomic factors and semiconductor industry cycles [3][4] - For 2024, AAMI's projected annual revenue is 2,486.21 million yuan, with a fourth-quarter revenue of 662.34 million yuan, reflecting a 12.74% year-on-year increase and a 35.00% increase in the fourth quarter [6][8] - The net profit attributable to the parent company for 2024 is expected to be 55.19 million yuan, showing a significant increase of 173.51% compared to the previous year [6] Customer and Sales Model - AAMI's sales are primarily derived from direct sales, with consignment sales accounting for 17.58%, 20.49%, and 18.83% of total sales during the reporting period [3][4] - The top five customers under the consignment model include major semiconductor manufacturers, indicating a strategic focus on maintaining strong relationships with key industry players [9][10] Pricing Trends - The average price of AAMI's lead frames showed a slight decline in 2024, with a unit price of 7.55 yuan in the fourth quarter, but is expected to stabilize and recover due to market conditions [6][8] - The pricing trends for AAMI's products are consistent with industry movements, as comparable companies have also reported similar pricing patterns [8][15] Revenue Recognition - AAMI's revenue recognition policy aligns with industry standards, confirming revenue upon the transfer of control to customers, particularly in consignment sales where customers provide usage reports [12][15] - The internal controls for revenue recognition in consignment sales are robust, ensuring accurate reporting based on actual product usage [18][19] Strategic Partnerships - Tongfu Microelectronics, a long-term customer, has indirectly acquired a stake in AAMI to strengthen supply chain stability, with no significant changes in sales volume observed post-acquisition [20][22] - The partnership with Tongfu Microelectronics is aimed at enhancing collaboration within the semiconductor supply chain, without involving technical cooperation in the acquisition agreement [21][22]

通富微电：大多数世界前20强半导体企业和绝大多数国内知名集成电路设计公司都已成为公司客户 金十数据5月22日讯，就公司与小米公司的玄戒O1项目是否有合作的问题，通富微电5月22日在互动平 台表示，公司主营集成电路封装测试业务，公司客户资源覆盖国际巨头企业以及各个细分领域龙头企 业，大多数世界前20强半导体企业和绝大多数国内知名集成电路设计公司都已成为公司客户。 ...

Core Viewpoint - The company, Tongfu Microelectronics (002156), clarified on May 22 that it does not have a collaboration with Xiaomi on the Xuanjie O1 project, emphasizing its focus on integrated circuit packaging and testing services [1] Group 1: Company Overview - The company specializes in integrated circuit packaging and testing services [1] - It has a diverse client base that includes major international corporations and leading companies in various niche sectors [1] - Most of the world's top 20 semiconductor companies and a significant number of well-known domestic integrated circuit design firms are among its clients [1]

Company Overview - Tongfu Microelectronics is an integrated circuit packaging and testing service provider, offering one-stop services for design simulation and packaging testing across various fields including AI, high-performance computing, and 5G [2][5] - The company has established production bases in multiple locations, including Jiangsu, Anhui, and Malaysia, enhancing its ability to serve clients locally [2][3] - In 2024, the company acquired a 26% stake in Jinglong Technology, which is expected to improve investment returns and create more value for shareholders [2][3] Financial Performance - Revenue for 2021, 2022, 2023, and 2024 was 15.812 billion, 21.429 billion, 22.269 billion, and 23.882 billion CNY respectively [3] - Net profit for the same years was 0.957 billion, 0.502 billion, 0.169 billion, and 0.678 billion CNY respectively [3] - In Q1 2025, revenue reached 6.092 billion CNY, a 15.34% increase year-on-year, with net profit of 0.101 billion CNY, a 2.94% increase [4] Industry Trends - The semiconductor industry is entering an upward cycle, with global semiconductor sales expected to reach 627.6 billion USD in 2024, a 19.1% increase from 2023 [3] - Memory products, particularly high-performance DRAM and server SSDs, are projected to grow significantly, with memory product growth rates reaching 75.6% [3] - The global integrated circuit packaging and testing market is expected to reach 82 billion USD in 2024, a 7.8% increase [3] Business Operations - The company has seen significant growth in its core areas, including a 46% increase in mobile SOC and over 200% growth in automotive products [6][7] - In 2024, the company applied for 95 patents, achieving a total of 142 authorized patents, reflecting its commitment to innovation [7][9] - The company plans to invest 6 billion CNY in 2025 for facility construction, production equipment, IT, and R&D [12] Strategic Initiatives - The company is focusing on high-value products and advanced packaging technologies, including Chiplet and 2D+ packaging [5][6] - It has successfully localized procurement for over 100 materials, significantly reducing costs [7] - The company is enhancing its market share in advanced packaging through strategic collaborations with international clients [8]