Original(SH:603991) Zheng Quan Shi Bao·2025-08-15 09:33Core Viewpoint - The announcement by Zhizheng Co., Ltd. (603991) regarding a significant asset swap and the acquisition of shares from Advanced Assembly Materials International Limited (AAMI) marks the first cross-border share swap approved under the new regulations for foreign investment in listed companies, effective from December 2024 [1][2]. Group 1: Regulatory Changes - The new regulations allow foreign investors to use shares of non-listed overseas companies as payment for strategic investments in listed companies, which was not permitted under the previous rules [2]. - Since the implementation of the new regulations, there have been 12 cross-border merger cases approved, with Zhizheng Co., Ltd. being the only one utilizing equity as a payment method [2]. Group 2: Transaction Details - Zhizheng Co., Ltd. plans to acquire approximately 99.97% of AAMI's shares through a combination of asset swaps, share issuance, and cash payments, while divesting its 100% stake in Shanghai Zhizheng New Materials Co., Ltd. [3][5]. - AAMI is a leading global supplier of semiconductor lead frames, with strong competitive advantages in high-precision and high-reliability applications across various sectors [3]. - The total valuation of AAMI's 100% equity is set at 3.526 billion yuan, with the total consideration for the transaction being 3.069 billion yuan [5]. Group 3: Shareholding Structure - Post-transaction, ASMPT Holding will become the second-largest shareholder of Zhizheng Co., Ltd., holding 18.12% of the shares, while the actual controller of Zhizheng will remain Wang Qiang with a 23.23% stake [4][5]. - The transaction will not result in a change of control for Zhizheng Co., Ltd., as ASMPT has committed not to seek control over the company [4].