Core Viewpoint - The company, Shenzhen Zhizheng High Polymer Materials Co., Ltd., is undergoing a significant asset restructuring to acquire 87.47% of Advanced Packaging Materials International Ltd. (AAMI), a leading semiconductor lead frame supplier, while divesting its wholly-owned subsidiary, Zhizheng New Materials [1][3][5]. Company Performance - For the first half of 2025, the company reported revenue of 10,417.63 million yuan, representing a year-on-year increase of 6.03%. However, the net profit attributable to shareholders was -2,264.80 million yuan, with a net profit of -2,348.66 million yuan after excluding non-recurring losses [2][4]. Asset Restructuring Details - The company plans to acquire AAMI through a combination of major asset swaps, issuance of shares, and cash payments, with the total value of the assets to be acquired amounting to 306,870.99 million yuan and the assets to be divested valued at 25,637.34 million yuan [2][5]. - Following the transaction, the company will hold approximately 99.97% of AAMI's shares, which is expected to enhance its focus on the semiconductor packaging materials and specialized equipment sector [3][4]. Regulatory Approval - The company received approval from the China Securities Regulatory Commission on September 5, 2025, for the issuance of shares to purchase assets and raise supporting funds, marking a critical step in the restructuring process [1][4].

Core 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].

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].

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 following the implementation of new regulations for foreign investors in December 2024. This transaction is expected to enhance collaboration between domestic and international semiconductor industries and attract more quality foreign investment into the A-share market [2][3]. Group 1: Regulatory Changes - The new regulations, effective from November 2024, facilitate strategic investments by foreign investors in listed companies by relaxing cross-border share swap conditions [3]. - The revised regulations allow foreign investors to use shares of non-listed overseas companies as payment for strategic investments, which was not permitted under the previous rules [3][4]. 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 [5][6]. - 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 [8]. Group 3: Financial Performance - AAMI reported revenues of 2.205 billion yuan and 2.486 billion yuan for the fiscal years 2023 and 2024, respectively, with net profits of 20.18 million yuan and 55.19 million yuan [7].

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].

Group 1 - The company plans to acquire 87.47% equity in Advanced Assembly Materials International Limited (AAMI) through a major asset swap, issuance of shares, and cash payment, while divesting 100% equity in its wholly-owned subsidiary, Shanghai Zhizheng New Materials Co., Ltd [13][17][24] - The total transaction price for the assets to be acquired is set at 306,870.99 million yuan, while the divested assets are valued at 25,637.34 million yuan [19][20][24] - AAMI is recognized as one of the top five suppliers of semiconductor lead frames globally, with strong competitive advantages in high-precision and high-reliability applications across various sectors including automotive, computing, and communication [13][17] Group 2 - The transaction is expected to enhance the company's transition towards semiconductor production capabilities, addressing domestic shortages in semiconductor materials and supporting emerging industries such as automotive and renewable energy [13][17] - ASMPT Holding, a subsidiary of ASMPT Limited, will become a significant shareholder in the company, optimizing its equity structure and governance [13][17] - The company aims to raise supporting funds by issuing shares to no more than 35 specific investors as part of the transaction [18][19]

Core Viewpoint - Zhizheng Co., Ltd. is advancing a significant asset restructuring plan, aiming to acquire AAMI, which has substantially higher asset and revenue metrics compared to Zhizheng's current figures, while avoiding the classification of a backdoor listing [1][2][3] Group 1: Restructuring Details - The proposed acquisition involves AAMI's 100% equity, valued at 3.526 billion yuan, with a reference value of 3.09 billion yuan for the assets being acquired [1][9] - The restructuring plan aims to avoid backdoor listing controversies by ensuring that the acquisition occurs more than 36 months after the change of control [4][5] - The restructuring will involve a cash payment of 790 million yuan, despite Zhizheng's cash reserves being only 45 million yuan as of the end of Q1 2025 [1][10][13] Group 2: Financial Performance - Zhizheng has faced continuous losses since 2019, with a net profit of -57 million yuan in 2019 and negative profits projected for 2020-2024 [2][3] - AAMI reported revenues of 2.205 billion yuan and 2.486 billion yuan for 2023 and 2024, respectively, with a significant net profit increase of 173% in 2024 [15] - However, AAMI's operating cash flow has drastically decreased, with a 90.9% drop in 2024 compared to the previous year, raising concerns about its financial health [15] Group 3: R&D and Market Position - AAMI's R&D expense ratio is lower than industry averages, at 2.45% and 2.27% for 2023 and 2024, respectively, compared to peers' averages of 3.33% and 3.37% [16][17] - The company focuses on customer-driven R&D, aiming to improve production processes and product quality while managing costs effectively [17]

Group 1 - A-share companies are increasingly engaging in cross-border mergers and acquisitions (M&A) driven by policy support, industrial upgrades, and globalization strategies, with 78 companies disclosing 85 cross-border M&A projects as of June 18 this year [1][2] - The main characteristics of these cross-border M&A activities include a focus on technology acquisition, global resource and market layout, and innovative financing tools to reduce costs [1][2] - Private enterprises are the main force in cross-border M&A, initiating 64 deals, which accounts for 75% of the total [2] Group 2 - The revised "Major Asset Restructuring Management Measures" released in May aims to address challenges in M&A projects, further deepening the reform of the M&A market for listed companies [2] - Industries such as electronics, automotive, and non-ferrous metals have each disclosed 10 cross-border M&A projects, ranking first among all sectors [2] - Companies like Zhizheng Co. and Kebo Da are actively pursuing acquisitions to enhance their technological capabilities and market presence, with Zhizheng planning to acquire a leading semiconductor packaging materials supplier [2][3] Group 3 - The core drivers of A-share companies' cross-border M&A include improving global supply chains, acquiring scarce technologies, and quickly entering new markets [4] - Companies are leveraging cross-border M&A to optimize their global strategies, as seen in the acquisitions by companies like Jiahua Intelligent and Lijuz Group, which aim to enhance innovation and market reach [4][5] - Cross-border M&A is viewed as a strategic path for companies to capture high-end positions in the global industrial value chain [5] Group 4 - Despite the active cross-border M&A landscape, companies face challenges such as cultural differences, management style conflicts, and legal and regulatory discrepancies during integration [6] - The role of intermediary institutions is crucial in assessing the quality of target companies and ensuring compliance with internal and external regulations [6]

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 ...