因AAMI境内股东拥有其38.51%的股权。 中经记者 秦枭 北京报道 近日，深圳至正高分子材料股份有限公司（以下简称 "至正股份"，603991.SH）发布公告称，其重大资 产重组项目已获得上海证券交易所并购重组审核委员会审核通过。这一项目也是自 2024 年 11月商务 部、证监会等六部门修订发布《外国投资者对上市公司战略投资管理办法》（以下简称《战投管理办 法》）后，首单涉及"跨境换股"的A股并购项目。 多位业内人士在接受《中国经营报》记者采访时表示，至正股份的交易充分运用了《战投管理办法》中 关于"简化程序""放松持股比例限制"等条款，通过跨境换股实现了资本的高效整合。未来，跨境换股交 易有望进入快车道，预计交易所将设立跨境并购专项通道，缩短周期30%以上。 资产置换 + 跨境换股 资料显示，至正股份主营业务为塑料制品，同时涉及半导体、5G等概念。此次交易标的AAMI（先进封 装材料国际有限公司）原为港股上市公司ASMPT的物料业务分部，2020年分拆成为独立公司。AAMI在 安徽滁州、广东深圳和马来西亚三地均设有生产工厂，是全球第四大的半导体引线框架供应商，产品覆 盖汽车电子、计算、通信、消费电子等 ...

Core Viewpoint - The transaction involving Zhizheng Co., Ltd. and AAMI marks the first cross-border share swap case under the new "Strategic Investment Management Measures" and is expected to significantly improve the company's financial performance by acquiring a profitable asset while divesting a loss-making one [1][3][4]. Group 1: Transaction Details - Zhizheng Co., Ltd. plans to acquire 99.97% of AAMI's shares through a major asset swap, issuance of shares, and cash payment, while divesting its wholly-owned subsidiary, Zhizheng New Materials [1][2]. - The Shanghai Stock Exchange's M&A Review Committee is set to review the transaction on August 11 [1]. - The deal is expected to turn Zhizheng Co., Ltd. from a loss-making position to profitability [1]. Group 2: AAMI's Market Position - AAMI has over 40 years of experience in the lead frame sector and is ranked among the top five global companies in this field from 2021 to 2023, with an increasing market share [2]. - AAMI's products are widely used in high-end applications across various sectors, including automotive, computing, industrial, communication, and consumer electronics, and are recognized by leading clients [2]. Group 3: Financial Impact - Post-transaction, Zhizheng Co., Ltd.'s asset scale is projected to increase from 636.02 million to 4.766 billion, a growth rate of 649.41% [5]. - The company's equity attributable to shareholders is expected to rise from 225.81 million to 3.342 billion, reflecting a growth rate of 1,379.93% [5]. - Revenue is anticipated to grow from 364.56 million to 2.608 billion, a growth rate of 615.40%, with net profit shifting from a loss of 30.53 million to a profit of 17.49 million [5]. Group 4: Strategic Implications - The acquisition of AAMI is expected to enhance the domestic high-reliability chip supply chain and reduce dependence on foreign technology, thereby strengthening the industry’s competitive position [6]. - The introduction of ASMPT as a significant shareholder will support Zhizheng Co., Ltd.'s transition into the semiconductor industry [6]. - There are expected synergies between AAMI and Zhizheng Co., Ltd.'s existing semiconductor business, which will facilitate resource sharing and accelerate the company's transformation [6].

Core Viewpoint - The restructuring of Zhizheng Co. is aimed at enhancing its supply chain resilience and optimizing its asset portfolio by acquiring a majority stake in Advanced Packaging Materials International Co., a leading semiconductor lead frame supplier, which is expected to significantly improve the company's financial performance and market position [1][3][8]. Group 1: Company Restructuring - Zhizheng Co. is in the process of a major asset restructuring, which involves divesting its loss-making cable polymer materials business and acquiring a 99.97% stake in Advanced Packaging Materials International Co. [1][3] - The restructuring is expected to transform Zhizheng Co.'s financials, with projected total assets increasing from 630 million yuan to 4.77 billion yuan and revenue rising from 360 million yuan to 2.61 billion yuan by 2024 [8][9]. Group 2: Market Position and Competitiveness - Advanced Packaging Materials International Co. is ranked among the top five global suppliers of semiconductor lead frames, holding a market share that has increased from 8% in 2021 to 9% in 2023 [3][4]. - The company has established long-term relationships with major semiconductor clients, with partnerships typically exceeding 20 years, which enhances its competitive edge in the market [5][6]. Group 3: Financial Impact - Following the asset acquisition, Zhizheng Co.'s earnings per share are projected to improve from -0.41 yuan to 0.11 yuan, representing a significant increase of 0.52 yuan, while the net asset value per share is expected to rise from 3.03 yuan to 20.88 yuan, an increase of 589.12% [9][10]. - The successful completion of the restructuring is anticipated to provide a strong foundation for Zhizheng Co.'s long-term valuation and financial stability [9][10]. Group 4: Strategic Importance - The acquisition aligns with the broader trend of enhancing domestic semiconductor supply chain resilience and security, which is critical for the industry [1][10]. - The restructuring is seen as a milestone event for Zhizheng Co., marking its strategic shift towards the semiconductor sector and potentially attracting more foreign investment into the A-share market [10][11].

Core Viewpoint - The company, Shenzhen Zhizheng High Polymer Materials Co., Ltd., is undergoing a significant asset swap and capital raising process, with Deloitte Huayong Accounting Firm providing an unqualified audit report for the financial statements of Advanced Assembly Materials International Limited for the years 2023 and 2024 [1][2]. Financial Performance - For the year 2024, the target company reported a total operating income of 248,621.11 million yuan, reflecting a year-on-year increase of 12.74%, and a net profit attributable to shareholders of 5,518.84 million yuan, which is a significant turnaround from a loss to a profit, with a year-on-year increase of 173.51% [5][6]. - The company had a high post-receivable collection rate of 92.78% for accounts receivable as of December 31, 2024, indicating strong cash flow management [6]. Market Trends - The average price of lead frames showed a slight decline in 2024, but there are signs of stabilization and recovery in prices due to reduced inventory pressure in the industry [8][9]. - The company’s lead frame products experienced a price increase in the fourth quarter of 2024, aligning with industry trends [8][9]. Customer Base and Sales Model - The company maintains a stable customer base, with the top 20 customers contributing 84.77% of total revenue in 2024, indicating a high level of customer concentration [10][13]. - The revenue from the top five customers accounted for approximately 54.90% of the main business income, demonstrating a consistent customer concentration [10][13]. Revenue Recognition Policies - The company recognizes revenue based on the transfer of control of goods to customers, which aligns with industry practices. For consignment sales, revenue is recognized when customers utilize the goods and provide usage reports [19][20]. - The revenue recognition policies are consistent with those of comparable companies in the semiconductor materials industry, ensuring compliance with industry standards [19][20].

Core Viewpoint - The document outlines the legal opinions regarding the major asset restructuring, share issuance, and cash payment for asset acquisition by Shenzhen Zhizheng High Polymer Materials Co., Ltd, including the involvement of various parties and the financial implications of the transactions [1][2][3]. Group 1: Transaction Overview - Shenzhen Zhizheng plans to acquire 87.47% of AAMI's shares through a combination of asset swaps, share issuance, and cash payments, while also raising supporting funds [3]. - The total consideration for the transaction is approximately 3.06 billion yuan (306,870.99 million yuan) for the acquisition of AAMI shares and an additional 437.72 million yuan for the buyback of shares held by Hong Kong Zhixin [3][12]. - The company aims to consolidate its control over AAMI, with an expected post-transaction ownership of about 99.97% [3]. Group 2: Legal and Regulatory Compliance - The legal opinions provided are based on the latest developments and changes occurring between September 30, 2024, and December 31, 2024, ensuring compliance with relevant laws and regulations [2][4]. - The document serves as a supplementary legal opinion to previous legal documents related to the transaction, confirming the accuracy and completeness of the facts presented [2][4]. Group 3: Stakeholder Involvement - Beijing Zhilu Asset Management Co., Ltd, a key stakeholder, has exited the transaction, transferring its interests to Advanced Semiconductor, which is now involved in the management of AAMI [5][17]. - The exit of Beijing Zhilu was influenced by the impending expiration of its private fund's term and the need to secure returns, prompting a swift transaction to avoid complications [17]. - The restructuring will lead to the appointment of two co-presidents at AAMI, with one being the current CEO of Shenzhen Leading Technology Industry Development Co., Ltd [17].

Group 1: Business Growth Drivers - The company's business growth is primarily driven by two segments: semiconductor packaging materials and high-margin smart card services, with significant year-on-year increases in both areas [1][2]. - The smart card business is expected to be the main revenue source, with projected revenue of 3.60 billion in 2024, widely used in mobile communications, financial payments, and public services [1][2]. Group 2: Production Capacity and Utilization - The production capacity utilization rate is between 70%-90%, with external sales accounting for over 60% of the business [2]. - The company has four production bases for smart cards located in Shenzhen, Indonesia, India, and Ningbo, with plans to optimize production efficiency and integrate the supply chain [2][3]. Group 3: Semiconductor Packaging Materials - The core customers for semiconductor packaging materials are well-known domestic power semiconductor packaging companies, with ongoing expansion into overseas markets [3][4]. - The sales revenue for semiconductor packaging materials is projected to grow by 467.80% year-on-year in 2024, with a further increase of 236.78% in Q1 2025 [4]. Group 4: Liquid Cooling Technology - The liquid cooling business focuses on AI servers and high-performance computing, with products designed to meet stringent cooling requirements [5][6]. - The global liquid cooling market is expected to grow at an annual rate of over 20% in the next five years, driven by increasing demand for high-performance cooling solutions [6][7]. Group 5: Smart Safety Solutions - The smart safety business includes a safety barrier project aimed at enhancing passenger safety at high-speed rail stations, utilizing a "platform length pricing" model [7]. - The project is expected to create new revenue streams as it aligns with national safety upgrade demands and has significant market value potential [7]. Group 6: Future Business Directions - The company plans to optimize product structure based on market demand, focusing on maintaining a strong market share in smart cards while expanding into semiconductor packaging materials and smart safety technologies [8]. - The company is cautious about mergers and acquisitions, prioritizing stable growth and risk assessment before pursuing any opportunities [8].

Core Viewpoint - The financial performance of Advanced Assembly Materials International Limited (AAMI) shows a significant recovery in 2024, with both revenue and net profit increasing compared to previous periods, indicating a positive trend in the semiconductor packaging materials industry [3][6][12]. Financial Performance - AAMI's revenue for 2024 is projected at 248,621.11 million yuan, reflecting a year-on-year increase of 12.74%, while the net profit is expected to reach 5,518.84 million yuan, a substantial increase of 173.51% compared to the previous year [6][12]. - The company reported a high post-receivable collection rate of 92.78% for accounts receivable as of December 31, 2024, indicating strong cash flow management [6]. Revenue Trends - AAMI's revenue for 2023 was 313,022.72 million yuan, which represented a 30.79% decline year-on-year, primarily due to macroeconomic factors and cyclical fluctuations in the semiconductor industry [3][6]. - The average price of AAMI's lead frames showed a slight decline in 2024, but there are signs of stabilization and recovery in the fourth quarter of 2024 and the first quarter of 2025 [9][10]. Customer Concentration - AAMI's top 20 customers accounted for 84.77% of its revenue in 2024, maintaining a stable customer concentration level over the years [12][13]. - The company has established long-term relationships with major IDM and OSAT manufacturers, which contributes to its revenue stability [12][13]. Sales Models - AAMI employs both consignment and non-consignment sales models, with consignment sales accounting for 17.58%, 20.49%, and 18.83% of total sales during the reporting periods [3][5]. - The choice of sales model is influenced by customer inventory management needs and operational efficiency, with specific criteria established for selecting customers for consignment sales [17][18]. Price Trends - The price of AAMI's stamping and etching lead frames increased in 2023 but saw a decline in 2024, reflecting market demand fluctuations and industry cycles [9][10]. - The overall unit price of lead frames in 2024 was 9.11 yuan, with a slight decrease from previous years, but a recovery trend is anticipated as inventory pressures ease [9][10]. Revenue Recognition - AAMI's revenue recognition policies align with industry standards, confirming revenue upon the transfer of control as per contractual agreements [20][21]. - The company has a clear process for recognizing revenue from consignment sales, which occurs when customers utilize the products and provide usage reports [20][22].

Core Viewpoint - The asset evaluation of Shenzhen Zhizheng High Polymer Materials Co., Ltd. indicates a significant increase in valuation compared to 2020, with a market-based valuation of 3.526 billion yuan, reflecting an 18.88% appreciation in value [1][2][10]. Evaluation Methodology - The market approach was selected for valuation, yielding a result of 35.26 billion yuan, while the asset-based approach provided a valuation of 30.85 billion yuan, resulting in a 4.03% appreciation [1][2][6]. - The evaluation process involved selecting comparable companies from a pool of 79, ultimately narrowing it down to three based on business structure and operational models [1][2][3]. - The exclusion of Korean HDS from the comparable companies was due to differences in production distribution and major customer structures [1][2][3]. Market Environment and Company Performance - The global semiconductor market has seen significant growth, with sales reaching 526.8 billion USD in 2023, projected to exceed 620 billion USD in 2024 [10][11]. - AAMI, as a leading supplier in the wire frame industry, has expanded its market presence, ranking fourth globally in 2024, benefiting from domestic substitution and the dual circulation strategy [8][10]. - The company's revenue structure is heavily reliant on high-end applications in automotive, computing, and communication sectors, which are expected to drive future growth [8][10]. Financial Performance - AAMI's main business revenue has shown substantial growth from 194.5 million yuan in 2020 to 255.7 million yuan in 2021, with a net profit increase from 14.8 million yuan to 25.7 million yuan in the same period [12]. - The company has achieved cumulative net profits of approximately 6.29 billion yuan from 2021 to September 2024, indicating a strong operational performance [12][10]. Comparable Company Analysis - The final selection of comparable companies included Changhua Technology, Shunde Industrial, and Kangqiang Electronics, based on their revenue structure and market share [17][18]. - The analysis of customer structure revealed that AAMI's revenue from the Chinese mainland is significant, positioning it favorably against its peers [17][18]. - The product structure analysis confirmed that AAMI's dual production capabilities in stamping and etching align with industry trends towards high precision and miniaturization [17][18].

Core Viewpoint - The document provides a legal opinion regarding the major asset swap, issuance of shares, and cash payment for asset acquisition by Shenzhen Zhizheng High Polymer Materials Co., Ltd, along with related transactions and supplementary legal opinions issued by Shanghai Zechang Law Firm [1][2][3]. Group 1: Transaction Overview - The legal opinion is based on the latest developments in the transaction from September 30, 2024, to December 31, 2024, and addresses inquiries from the Shanghai Stock Exchange regarding the asset swap and related transactions [1][3]. - The transaction involves the transfer of GP shares from Beijing Zhilu to Advanced Semiconductor, with the aim of facilitating the acquisition of AAMI and ensuring compliance with fund expiration requirements [4][12][17]. Group 2: Parties Involved - Beijing Zhilu is identified as a professional equity investment institution focusing on semiconductor and high-tech investments, managing over 40 private equity funds with an asset management scale exceeding 10 billion yuan [5][8]. - The document outlines the historical background and ownership structure of Beijing Zhilu, detailing its evolution and current stakeholders [6][7]. Group 3: Financial Arrangements - The total consideration for the GP share transfer is reported as 200 million yuan, with an additional service fee of 70 million yuan to be paid by Advanced Semiconductor and Leading Semiconductor for their roles in the transaction [10][11][14]. - The expected investment returns from the transaction are projected based on the anticipated market value of AAMI, estimated at 3.5 billion yuan [13][14]. Group 4: Governance and Control - Prior to the GP share transfer, Beijing Zhilu held the position of general partner and had significant control over the management of the investment entities, which will transition to Advanced Semiconductor post-transfer [18][20]. - The governance structure of the investment entities, including decision-making processes and management responsibilities, is detailed, highlighting the shift in control following the transaction [19][20].

Group 1: Company Overview and Product Advantages - The company specializes in liquid cooling products with self-developed high-performance manufacturing processes, offering significant advantages in thermal conductivity and pressure resistance compared to traditional methods [1] - The liquid cooling technology is increasingly replacing traditional air cooling solutions, particularly in high-performance computing and AI servers, leading to a notable increase in the value of each server [2] - The company has no direct competitors due to its unique technological advantages and patent protections [2] Group 2: Business Growth and Financial Performance - Revenue from the lead frame products increased by 467.80% year-on-year in 2024, with a further 236.78% growth in Q1 2025 [2] - The company expects continued strong growth in this product line, driven by high market demand and positive customer feedback [3] Group 3: Product Development and Market Strategy - The company is transitioning its lead frame products towards higher integration levels, focusing on IGBT and SiC power module packaging materials to meet the demands of rapidly growing industries like electric vehicles and AI [3] - The Super SIM card project aims to enhance user experience in railway scenarios, relying on partnerships with domestic operators and railway departments for implementation [4] Group 4: Market Position and Competitive Landscape - The market for smart safety solutions, including railway safety barriers, is characterized by high entry barriers and limited competition, positioning the company favorably for growth [5] - The company is actively promoting its smart safety projects, leveraging its advanced technology to meet the increasing safety demands of expanding high-speed rail networks [5] Group 5: Future Business Structure and R&D Investment - The company plans to optimize its product structure towards high-growth, high-tech value-added areas, with liquid cooling and packaging materials expected to become significant revenue sources [6] - R&D investment will remain a priority, with a focus on maintaining a balance between foundational research and core technology development [10] Group 6: Financial Health and Risk Management - The company reported a net profit of 11.57 million yuan in 2024, a 29.77% increase from the previous year, driven by improved product structure and cost management [11] - The company maintains a healthy accounts receivable turnover, with a focus on managing credit risk as it expands into new markets [11]