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至正股份: 华泰联合证券有限责任公司关于重组问询函回复之专项核查意见
Zheng Quan Zhi Xing·2025-05-29 15:23

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].