首例！跨境换股过会，无业绩补偿承诺

Core Viewpoint - The article discusses the approval of a significant asset swap and share issuance by Zhizheng Co., which will acquire 87.47% of AAMI, a leading semiconductor lead frame supplier, marking a notable cross-border share swap case under new regulations [2][11]. Group 1: Transaction Structure - The transaction involves a combination of asset swaps, share issuance, and cash payments to acquire AAMI's equity, with the company aiming to hold approximately 99.97% of AAMI post-transaction [5][6]. - The asset swap includes the exchange of Zhizheng's 100% stake in Zhizheng New Materials and cash payments to various stakeholders, including Advanced Semiconductor and others [5][10]. - The total consideration for the transaction is approximately 306,870.99 million yuan, with a significant portion allocated to cash payments and share issuance [12][10]. Group 2: Financial Performance - Zhizheng Co. has been transitioning towards the semiconductor industry, with its semiconductor equipment business expected to account for over 30% of revenue in 2024 [16]. - The company has reported continuous losses over the past three years, with a net loss of 1,785.03 million yuan in 2024, although revenue has increased significantly [17][18]. - Post-transaction, the total assets of Zhizheng Co. are projected to increase by 649.41%, with a substantial rise in equity and a shift from negative to positive net profit [18][19]. Group 3: AAMI Overview - AAMI, previously a division of ASMPT, is among the top five suppliers of lead frames globally, with operations in China and Malaysia [19]. - AAMI's revenue for 2023 and 2024 is reported at 220,530.39 million yuan and 248,621.11 million yuan, respectively, with net profits showing significant growth [19][20]. - The company has experienced a slight decline in gross margin, attributed to various market factors affecting the semiconductor industry [19]. Group 4: Control and Governance - The actual controller of Zhizheng Co. remains Wang Qiang, with his shareholding decreasing to 23.23% post-transaction, while ASMPT Holding becomes a significant shareholder [11][22]. - The transaction does not alter the control of the company, as ASMPT has committed not to seek control over Zhizheng Co. [11][22]. - The governance structure post-transaction will include key personnel from both Zhizheng and AAMI to ensure effective management and integration [25].