Core Viewpoint - The company, Zhizheng Co., Ltd. (603991), has received approval from the China Securities Regulatory Commission to acquire a controlling stake in Advanced Packaging Materials International Limited (AAMI) through a major asset swap, issuance of shares, and cash payment, while divesting its wholly-owned subsidiary, Shanghai Zhizheng New Materials Co., Ltd. [1][3] Group 1: Transaction Details - The proposed asset acquisition is valued at 3.069 billion yuan, with the company planning to issue shares to 11 counterparties to purchase related assets and raise up to 1 billion yuan in supporting funds [3][4] - The restructuring plan indicates that Zhizheng Co. aims to acquire 87.47% of AAMI's equity while divesting 100% of its subsidiary, with an expected post-transaction ownership of approximately 99.97% in AAMI [3][4] - The market valuation of the acquired asset AAMI is estimated at 3.526 billion yuan, with a combined net asset value of 2.966 billion yuan, resulting in a premium rate of 18.88% [3][4] Group 2: AAMI Overview - AAMI is a leading global supplier of semiconductor lead frames, with strong competitive advantages in high-precision and high-reliability applications across various sectors, including automotive, computing, communication, industrial, and consumer markets [5] - In the first half of 2025, AAMI reported revenues of 1.317 billion yuan, a year-on-year increase of 14.13%, while net profit was 21.8591 million yuan, a decline of 13.19% [5] - AAMI was previously part of ASMPT's materials division and became an independent company in 2020, having over 40 years of experience in the lead frame sector [5] Group 3: Strategic Shift of Zhizheng Co. - Since 2022, Zhizheng Co. has been strategically transitioning towards the semiconductor industry, reducing the proportion of traditional business [6] - As of the transaction, the company's semiconductor equipment business revenue is expected to exceed 30% of total revenue by 2024 [6] - The acquisition is aimed at accelerating the company's transformation towards new semiconductor production capabilities, enhancing overall company quality, and optimizing its governance structure through the involvement of ASMPT Holding as a significant shareholder [6] Group 4: Market Performance - On September 5, Zhizheng Co.'s stock closed at 62.79 yuan per share, with a market capitalization of 4.7 billion yuan [7]

Core Viewpoint - The transaction aims to enhance the asset quality and profitability of Shenzhen Zhizheng High Polymer Materials Co., Ltd. by acquiring a controlling stake in AAMI, a leading semiconductor packaging materials company, thereby facilitating the company's transition into the semiconductor industry and improving its financial performance [1][4][10]. Group 1: Transaction Purpose and Integration Control - The transaction involves the divestment of loss-making assets and the acquisition of high-potential, profitable assets, which is expected to improve the company's asset quality and profitability [2][4]. - AAMI, as a global top-five supplier of semiconductor lead frames, has strong competitive advantages in high-precision and high-reliability applications, which aligns with the company's strategic shift towards the semiconductor sector [4][7]. - Post-transaction, the company will hold 99.97% of AAMI's shares, enhancing its control and integration capabilities over AAMI's operations [3][4]. Group 2: Financial Impact and Performance Enhancement - The transaction is projected to significantly increase the company's total assets from approximately 636.02 million yuan to 4.766 billion yuan, representing a growth rate of 649.41% [10][11]. - The company's operating revenue is expected to rise from 364.56 million yuan to 2.608 billion yuan, indicating a growth rate of 615.40% [11]. - The net profit attributable to the parent company is forecasted to turn from a loss of 30.53 million yuan to a profit of 17.49 million yuan, marking a substantial improvement in profitability [11][12]. Group 3: Market Position and Competitive Advantage - AAMI has maintained a strong market position, ranking fifth globally in the lead frame market with a market share of 9% as of 2023, and is expected to rise to fourth place with projected revenues of 293.1 million USD in 2024 [6][7]. - The company has established a robust production capacity in both domestic and international markets, which is crucial for meeting the demands of major semiconductor clients [7][18]. - The lead frame technology is critical for semiconductor device reliability and performance, making AAMI's products essential in the semiconductor supply chain [10][9]. Group 4: Management and Operational Independence - AAMI operates independently with a well-established management structure, having transitioned from a division of ASMPT to an independent entity, which enhances its operational efficiency and decision-making capabilities [19][20]. - The management team remains stable post-transaction, ensuring continuity in operations and strategic direction [19][22]. - The company plans to integrate AAMI into its management system while maintaining its operational independence, thereby leveraging AAMI's expertise in the semiconductor materials sector [24][25].

深圳至正高分子材料股份有限公司 备考合并审阅报告 上会师报字(2025)第 0933 号 上会会计师事务所（特殊普通合伙） 中国 上海 令计师 李今所（特殊普通合伙） ai Certified Public Accountants ( Special General Partnership ) 审阅报告 上会师报字(2025)第 0933 号 深圳至正高分子材料股份有限公司全体股东: 一、审阅意见 我们审阅了后附的深圳至正高分子材料股份有限公司(以下简称"至正股份") 按照备考合并财务报表附注四所述编制基础编制的备考合并财务报表,包括 2023 年 12 月 31 日和 2024年9月 30 日的备考合并资产负债表,2023 年度和 2024年 1-9 月的 备考合并利润表以及备考合并财务报表附注。备考合并财务报表的编制是至正股份 管理层的责任,我们的责任是在实施审阅工作的基础上对备考合并财务报表出具审阅 报告。 二、对审阅报告的发送对象和使用的限制 我们的报告仅供至正股份公司用于向上海证券交易所报送重大资产重组申报材 料之用,而不应用于其他用途。 我们按照《中国注册会计师审阅准则第 2101 号一财务报表审 ...