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新规首例!A股跨境换股过会,外资做战投
证券时报· 2025-08-15 09:20
Core Viewpoint - The article discusses the recent approval of a significant asset swap and capital raising transaction by Zhizheng Co., which marks the first cross-border share swap case under the new regulations for foreign investment in listed companies in China, effective from December 2024 [2][3]. Group 1: Regulatory Changes - The new regulations, revised by multiple Chinese regulatory bodies, facilitate foreign investors' strategic investments in listed companies by allowing the use of shares from non-listed foreign companies as payment [3][4]. - Prior to this revision, there were no provisions for cross-border share swaps in the previous regulations, which limited the methods available for foreign strategic investments [3]. Group 2: Transaction Details - Zhizheng Co. plans to acquire approximately 99.97% of Advanced Assembly Materials International Limited (AAMI), a leading global semiconductor lead frame supplier, through a combination of asset swaps, share issuance, and cash payments [6][7]. - The total valuation of the target asset AAMI is set at 3.526 billion yuan, with the total consideration for the transaction being 3.069 billion yuan [7]. - AAMI's projected revenues for 2023 and 2024 are 2.205 billion yuan and 2.486 billion yuan, respectively, with net profits of 20.18 million yuan and 55.19 million yuan [7]. Group 3: Shareholding Structure - After the transaction, the actual controller of Zhizheng Co. will remain Wang Qiang, holding 23.23% of the total shares, while ASMPT Holding will become the second-largest shareholder with an 18.12% stake [7]. - ASMPT, a leading semiconductor packaging equipment company, will play a significant role in the governance and strategic decision-making of Zhizheng Co., aiding in its business transformation and long-term development [7].