Original(SH:603991) Tai Mei Ti A P P·2025-09-09 12:32Core Insights - The approval from the China Securities Regulatory Commission (CSRC) marks the culmination of a five-year strategic maneuver by Zhizheng Co., Ltd. (603991.SH) to transform from a loss-making plastic products company into a semiconductor materials supplier through a major asset swap and cross-border acquisition of AAMI [2][3]. Group 1: Transaction Overview - The transaction is the first cross-border share swap case under the revised "Management Measures for Strategic Investment by Foreign Investors in Listed Companies," earning it the label of a "policy innovation benchmark" [3]. - Zhizheng will acquire approximately 99.97% of AAMI's shares while divesting its polymer materials business, thus fully transitioning into the semiconductor materials sector [2][4]. - The deal involves a combination of major asset swaps, share issuance, and cash payments, allowing Zhizheng to gain control of AAMI while simultaneously repurchasing shares held by Hong Kong Zhixin [4]. Group 2: Financial Performance and Concerns - AAMI's projected net profit for 2024 is expected to increase by 173% to 55.1884 million yuan, but its operating cash flow is anticipated to plummet by 90.9% to only 32.6673 million yuan, raising concerns about the quality of its earnings [5]. - AAMI's gross margin for 2024 is projected at only 10.42%, significantly lower than competitors like Changhua Technology (24.07%) and Mitsui High-Tech (15.07%), indicating potential competitive weaknesses [5]. Group 3: Strategic Maneuvering - The real architect behind the restructuring is the controlling shareholder Wang Qiang, who has been strategically positioning himself since acquiring a 27% stake in Zhizheng in May 2020 [6]. - Wang's strategy included setting up funds to facilitate the acquisition of AAMI, demonstrating a well-planned asset replacement network [6][7]. - The design of the transaction cleverly avoids triggering a backdoor listing by ensuring that the control of AAMI remains within the same controlling entity, thus sidestepping regulatory scrutiny [9].