Original(SH:603991) Zheng Quan Zhi Xing·2025-07-31 16:15Core Viewpoint - The report outlines the independent financial advisor's verification of the asset swap, share issuance, and cash payment for asset acquisition by Shenzhen Zhizheng High Polymer Materials Co., Ltd. The advisor confirms the sufficiency, feasibility, and effectiveness of the integration and control measures post-transaction, ensuring AAMI's independent operation while maintaining oversight from the parent company [1][2][19]. Group 1: Integration and Control Measures - The company plans to enhance internal management systems and align interests between the parent company and AAMI through board and management personnel arrangements, ensuring effective integration and support for AAMI's development [2][3][4]. - AAMI will maintain its independent operational status while being integrated into the parent company's management framework, with a focus on leveraging the parent company's resources to optimize AAMI's performance [3][4][8]. - The governance model will be based on a "management team, board of directors, and shareholders' meeting" structure, which has proven effective in the semiconductor industry [4][5][6]. Group 2: Management Structure and Personnel - The board of AAMI will consist of five directors, all appointed by the parent company, ensuring comprehensive oversight of AAMI's operations and strategic decisions [11][12][13]. - Key personnel from AAMI will be retained and new appointments will be made based on market needs, ensuring stability and expertise within the management team [6][17][18]. - The company will implement a robust internal audit system to monitor AAMI's operations and financial status, ensuring compliance and effective management [18][19]. Group 3: Financial Performance and Capacity Utilization - AAMI's revenue is projected to exceed expectations, with significant growth anticipated in 2025 and 2026, driven by stable customer relationships and increased production capacity [20][21][22]. - The company has established measures to optimize production capacity across its facilities, ensuring efficient resource allocation and minimizing potential overcapacity risks [23][24][25]. - The estimated capacity utilization for AAMI is expected to improve significantly, with projections indicating a utilization rate of approximately 45% by the end of 2025 [26][27].