According to the announcements published by ASMPT Limited (“ASMPT”, stock code: 0522.HK), a company listed on the Main Board of The Stock Exchange of Hong Kong Limited, and Shenzhen Original Advanced Compounds Co., Ltd. (“Zhizheng”, stock code: 603991.SH), a company listed on the Main Board of the Shanghai Stock Exchange, Zhizheng acquired equity interests in Advanced Assembly Materials International Limited (“AAMI”) through a combination of share issuance, cash consideration, material asset swap and other transaction structures.
Zhizheng acquired 49% of the equity interests in AAMI held by ASMPT Hong Kong Holding Limited, a wholly-owned subsidiary of ASMPT (the “ASMPT Subsidiary”), through the issuance of shares and payment of cash consideration. In addition, Zhizheng acquired approximately 38.47% of the equity interests in AAMI held by ten other transaction counterparties through a combination of material asset swap, share issuance and cash consideration. Meanwhile, AAMI repurchased approximately 12.49% of its equity interests held by Hong Kong Zhixin.
The transaction was completed on November 26, 2025. As of December 15, 2025, Zhizheng had directly and indirectly acquired approximately 99.97% of the equity interests in AAMI, and had fully paid the cash and share consideration to the ASMPT Subsidiary.
Zhizheng has undertaken to raise up to RMB 1 billion in supporting funds through ancillary financing, provided that the number of shares to be issued shall not exceed 30% of Zhizheng’s total share capital prior to the issuance, so as to ensure that ASMPT’s shareholding in Zhizheng after the ancillary financing shall not fall below 18%.
Key Milestones of the Transaction
October 23, 2 Zhizheng convened its first board meeting and disclosed the restructuring proposal;Related parties to the transaction entered into the Asset Purchase Agreement.
February 28, 2025 Zhizheng convened its second board meeting and disclosed the restructuring draft; Related parties entered into the supplemental agreement to the Asset Purchase Agreement.
March 17, 2025 Zhizheng’s shareholders’ meeting approved the relevant resolutions.
March 24, 2025 The transaction was formally accepted by the Shanghai Stock Exchange.
August 11, 2025 The M&A and Restructuring Review Committee of the Shanghai Stock Exchange approved the transaction.
September 4, 2025 The China Securities Regulatory Commission issued its approval for registration.
September 5, 2025 The National Development and Reform Commission issued the Notice of Filing for Overseas Investment Projects.
November 17, 2025 The Shenzhen Municipal Bureau of Commerce issued the Certificate of Overseas Investment.
November 26, 2025 Completion of the transaction.
December 15, 2025 Zhizheng completed the registration of newly issued shares for the asset acquisition.
? This transaction represents the first foreign strategic investment project involving a cross-border share swap following the implementation of the Measures for the Administration of Strategic Investment in Listed Companies by Foreign Investors (2024), and is also a market-oriented cross-border M&A transaction jointly led by a private A-share listed company and a Hong Kong-listed company.
? The transaction serves as a pioneering example of an A-share listed company introducing a global semiconductor industry leader as a strategic shareholder with deep participation in corporate governance, and will strongly promote international cooperation and synergistic development within the domestic and overseas semiconductor industries.
? The transaction breaks new ground in the A-share market, guiding more high-quality foreign investors to enter China’s capital markets for long-term investment, opening up a new pathway for A-share listed companies to acquire high-quality overseas non-listed assets, and providing foreign investors with more diversified options to restructure and optimize their investments in China.
? The transaction involves multiple transaction structures, including cross-border share swaps, domestic share swaps, cash consideration, material asset swaps and cash repurchase by the target company, fully accommodating the diverse commercial objectives of the parties.
? No performance compensation arrangement was included in this transaction. Instead, impairment compensation is provided solely by transaction counterparties controlled by Zhizheng’s controlling shareholder, demonstrating China’s continued efforts to deepen financial opening-up.
? The transaction has been selected as a representative M&A and restructuring case by the Shenzhen Bureau of the China Securities Regulatory Commission in its Listed Company Regulatory Newsletter (2025, Issue No. 2), and has also been included in the Shanghai Stock Exchange’s Compilation of Typical Cross-Border M&A Cases of Listed Companies.
Headquartered in Singapore, ASMPT is a global leader in semiconductor packaging equipment and the largest supplier of surface-mount technology solutions. ASMPT is the only company worldwide that provides high-quality solutions for all key steps in electronics manufacturing process, and offers solutions to a vast range of end-user devices, including electronics, mobile communications, computing, automotive, industrial, and LED (display).
AAMI is one of the top five global suppliers of lead frames. Initially part of ASMPT’s materials division, AAMI became a joint venture in 2020 with investments from ASMPT, Wise Road Capital, and other investors. AAMI specializes in the design, development, production, and sale of lead frames. It has manufacturing plants in Chuzhou (Anhui province), Shenzhen (Guangdong province), and Malaysia. AAMI has been deeply involved in the lead frame sector for over 40 years, with products widely used in industries such as automotive, computing, communications, and consumer semiconductors. It is a global leader in sales volume, product quality, and technology.
After acting as ASMPT’s PRC legal counsel and assisting ASMPT in converting AAMI into a joint venture with Wise Road Capital in 2020, Fangda has continued to assist in the planning and advancing of the current transaction, including transaction design, regulatory compliance for HKEx-listed and A-share companies, and drafting and negotiating transaction documents.
The Fangda project team was led by partners LUO Ke and Aaron CHEN. Key team members included Napoleon ZHAO, LI Yanping and WU Ziliang. Hong Kong Capital Markets partner Arnold PANG, Edward BONG and Antitrust partner WANG Jin also provided their professional support on this project.
