Core Viewpoint - The company is undergoing a significant asset swap and acquisition to enhance its position in the semiconductor materials sector, aiming to improve asset quality and profitability through the integration of a high-potential target company, AAMI [1][2][10]. Group 1: Transaction Purpose and Integration Control - The transaction involves divesting loss-making assets and acquiring profitable, high-potential targets to enhance the company's asset quality and profitability [2][3]. - AAMI, a leading semiconductor packaging materials company, will provide the company with a competitive edge in high-precision and high-reliability applications, crucial for sectors like automotive and communication [4][7]. - Post-transaction, the company will hold approximately 99.97% of AAMI, allowing for strategic control and governance improvements [10][12]. Group 2: Financial Impact and Performance Metrics - The transaction is expected to significantly increase the company's asset scale, with total assets projected to rise from 636.02 million to 4,766.39 million yuan, a growth of 649.41% [10][11]. - Projected operating revenue will increase from 364.56 million to 2,608.08 million yuan, reflecting a growth rate of 615.40% [11]. - The net profit attributable to the parent company is expected to turn from a loss of 30.53 million yuan to a profit of 17.49 million yuan, indicating a substantial improvement in operational performance [11][12]. Group 3: Market Position and Competitive Advantage - AAMI has established itself as a top player in the semiconductor lead frame market, ranking fifth globally with a market share of 9% [6][7]. - The company aims to leverage AAMI's advanced production capabilities and established customer relationships to enhance its market position and drive growth in the semiconductor materials sector [7][17]. - The integration of AAMI is expected to strengthen the company's supply chain resilience and contribute to the development of a robust domestic semiconductor industry [10][12]. Group 4: Management Structure and Operational Independence - AAMI will maintain its operational independence post-acquisition, with its existing management team continuing to lead the company [24][26]. - The company plans to implement a governance structure that respects AAMI's existing culture while enhancing operational efficiency through improved management processes [26][27]. - The integration strategy includes maintaining AAMI's established organizational structure while introducing transparency in decision-making and operational oversight [26][27].
至正股份: 关于深圳至正高分子材料股份有限公司重大资产置换、发行股份及支付现金购买资产并募集配套资金暨关联交易申请的审核问询函之回复报告(修订稿)