据悉，该项目是2024年12月新《外国投资者对上市公司战略投资管理办法》（下称《办法》）实施后， 首单跨境换股过会的案例。 方案称："本次交易系A股上市公司引入国际半导体龙头股东的率先示范，将有力推动境内外半导体产 业的协同发展，引导更多优质外资进入A股资本市场进行长期投资。" 新规后首单 近日，至正股份（603991）发布了《关于重大资产置换、发行股份及支付现金购买资产并募集配套资金 暨关联交易事项获得上海证券交易所并购重组审核委员会审核通过的公告》。 据悉，境内股东拥有AAMI38.51%的股权；在境外，港股上市公司ASMPT拥有AAMI49%的股权，香港 智信拥有AAMI12.49%的股权。本次交易，在境内，至正股份拟通过重大资产置换、发行股份及支付现 金的方式收购AAMI股份。在境外，至正股份拟发行股份及支付现金收购全球领先的半导体封装设备龙 头ASMPT（香港联交所股票代码：0522）持有的AAMI49.00%股权，在至正股份取得AAMI控制权的同 时，AAMI将支付现金回购香港智信持有的AAMI12.49%股权。 本次交易完成后，至正股份的实际控制人仍为王强，持股占届时上市公司总股本的23.23% ...

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].

本部分所述词语或简称与本报告书"释义"所述词语或简称具有相同含义。 一、上市公司声明 本公司及本公司全体董事、监事及高级管理人员保证上市公司及时、公平地披露 信息，保证本报告书及其摘要内容的真实、准确、完整，不存在虚假记载、误导性陈 述或者重大遗漏，保证本报告书所引用的相关数据的真实性和合理性，并对所提供信 息的真实性、准确性、完整性负相应的法律责任。 如本次交易所披露或提供的信息涉嫌虚假记载、误导性陈述或者重大遗漏，被司 法机关立案侦查或者被中国证监会立案调查的，在形成调查结论以前，不转让在该上 市公司拥有权益的股份，并于收到立案稽查通知的两个交易日内将暂停转让的书面申 请和股票账户提交上市公司董事会，由董事会代其向证券交易所和证券登记结算机构 申请锁定；未在两个交易日内提交锁定申请的，授权董事会核实后直接向证券交易所 和证券登记结算机构报送本人或本单位的身份信息和账户信息并申请锁定；董事会未 向证券交易所和证券登记结算机构报送本人或本单位的身份信息和账户信息的，授权 证券交易所和证券登记结算机构直接锁定相关股份。如调查结论发现存在违法违规情 节，本人或本单位承诺锁定股份自愿用于相关投资者赔偿安排。 中国证 ...

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].