Original(SH:603991) Xin Lang Zheng Quan·2025-07-18 09:33Core 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]