Zheng Quan Zhi Xing·2025-06-20 14:23Core 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].