Core Viewpoint - The transaction aims to enhance the asset quality and profitability of Shenzhen Zhizheng High Polymer Materials Co., Ltd. by replacing loss-making assets with high-potential, profitable targets, specifically in the semiconductor packaging materials sector [2][5][11]. Group 1: Transaction Purpose and Integration Control - The transaction involves the acquisition of 87.47% of AAMI, a leading semiconductor lead frame supplier, which will significantly improve the company's asset quality and profitability [5][11]. - AAMI has a strong competitive advantage in high-precision and high-reliability applications, with products widely used in automotive, computing, and communication sectors [8][11]. - The company plans to maintain stability in AAMI's core management team while integrating its operations into the larger corporate structure [11][26]. Group 2: Financial Impact of the Transaction - Post-transaction, the company's total assets are projected to increase from approximately 636.02 million yuan to 4.766 billion yuan, a growth rate of 649.41% [12]. - The company's operating income is expected to rise from 364.56 million yuan to 2.608 billion yuan, reflecting a growth rate of 615.40% [12]. - 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, indicating a significant improvement in financial performance [12]. Group 3: Market Position and Competitive Landscape - AAMI is ranked among the top five global lead frame suppliers, with a market share of approximately 9% [7][8]. - The company has established a robust production capacity in both domestic and international markets, enhancing its ability to meet customer demands [19]. - The lead frame technology is critical for semiconductor devices, impacting their performance and reliability, thus making AAMI's products essential in the semiconductor supply chain [10][11]. Group 4: Management and Operational Independence - AAMI operates independently with a complete organizational structure, including departments for production, sales, and R&D, ensuring no dependency on ASMPT [13][14]. - The management team has remained stable post-independence, allowing for continuity in operations and strategic decision-making [21][25]. - The company has built a strong sales network across key markets, ensuring stable relationships with major clients [17][18].
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(修订稿)