Shanghai Securities News | 54 New Major Asset Restructuring Cases Launched after Release of STAR Market Eight Measures; Inclusive System Precisely Aligns with Core Hard Technology Attributes

Shanghai Securities News, www.cnstock.com (Reporter: He Xinyi) — On the evening of March 30, Advanced Micro-Fabrication Equipment Inc. China (AMEC) disclosed the draft plan for asset acquisition via share issuance and cash payment, proposing to acquire a 64.69% equity stake in Hangzhou SIZONE.

According to disclosed documents, the target asset Hangzhou SIZONE engages in the R&D and manufacturing of Chemical Mechanical Polishing/Planarization (CMP) equipment and has not yet turned profitable. Its self-developed and produced CMP equipment has been incorporated into the production systems of leading domestic advanced memory manufacturers and logic chip producers. The final appraisal conclusion for this transaction adopts results from the market approach evaluation. The 100% shares of Hangzhou SIZONE is appraised at RMB 2.5014 billion, representing an appreciation rate of 232.28%. The transaction price for the 64.69% equity stake is set at RMB 1.5760491 billion, with differentiated pricing arrangements formulated. This acquisition marks a crucial step for AMEC to evolve into a manufacturer with full capabilities in four core front-end processes of "etching, thin film deposition, metrology and inspection, and wet processing", advancing its development toward "conglomeration" and "platform-based operation".

On the same day, the Shanghai Stock Exchange (SSE) accepted the merger and acquisition application of HUA HONG SEMICONDUCTOR for the acquisition of HLMC. This transaction fulfills the commitment to resolve horizontal competition made during the IPO stage, while enabling capacity expansion and process synergy to boost profitability.

Statistics show that following the rollout of the STAR Market Eight Measures, among the 54 newly added major asset restructuring cases on the STAR Market, 24 involve the semiconductor sector, 14 the software industry, 7 the biomedical field, and 6 high-end equipment manufacturing. The policy has delivered an outstanding driving effect, with multiple large-value M&A projects of industrial demonstration significance — including those of UNITED NOVA, National Silicon Industry and Shanghai Bright Power — successfully completed. Since March, Puya Semiconductor has unveiled its restructuring draft, while SUZHOU CONVERT SEMICONDUCTOR and COMLEADER INFORMATION have successively released their preliminary restructuring plans, keeping the STAR Market's M&A market robust and dynamic.

Market experts stated that the precise alignment between inclusive institutional provisions and the industrial characteristics of "core hard technologies" forms the fundamental structural backdrop for the current M&A boom on the STAR Market. In compliance with the inherent industry rule of "technological breakthroughs preceding commercial monetization" in sectors such as semiconductors and biomedicine, STAR Market M&A transactions are actively exploring adaptive valuation frameworks and transaction structures.

Currently, payment methods for STAR Market M&A have become more diversified. Enterprises adopt a combination of instruments including shares, convertible corporate bonds, private placement fundraising, M&A loans and M&A funds to execute acquisitions. Innovative transaction arrangements such as differentiated pricing and independent performance commitments have also become prevalent. For instance, 3Peak adopted differentiated pricing in its acquisition of ICM, setting varied prices based on the counterparties' share subscription costs and assumed obligations; Sansure Biotech introduced an "Earn-out" mechanism in its takeover of Zhongshan Hygene, linking valuation dynamically to subsequent operational performance.

Market experts pointed out that such arrangements reflect the return of STAR Market M&A practices to market-oriented principles. Innovations in payment instruments also follow this logic: OPM adopted installment payment of share consideration in its acquisition of PharmaLegacy, easing performance bet pressures; HHCK balanced the exit demands of transaction counterparties and the capital burden of the listed company by combining shares, convertible bonds and cash in the transaction structure.