On September 6, 2025, Shenzhen Original Advanced Compounds Co., Ltd. (“Shenzhen Original” stock code: 603991.SH), a company listed on the Main Board of the Shanghai Stock Exchange, announced that it proposes to directly and indirectly acquire 87.47% equity interest in Advanced Assembly Materials International Limited (“AAMI”), a Hong Kong company, from ASMPT Hong Kong Holding Limited, a wholly-owned subsidiary of ASMPT Limited (“ASMPT” stock code: 0522.HK), a company listed on the Main Board of the Hong Kong Stock Exchange, and 10 other counterparties. This acquisition will be achieved through asset swap, share issuance, and cash payment. In exchange, Shenzhen Original will dispose of 100% equity interest in its wholly-owned subsidiary, Shanghai Original Advanced Material Co., Ltd., and will raise supporting funds. The transaction has been reviewed and registered with the China Securities Regulatory Commission (“CSRC”). Simultaneously, AAMI will repurchase 12.49% of its shares held by Hong Kong Zhixin United Company Co., Limited, such that upon completion of the transaction, Shenzhen Original will hold approximately 99.97% of AAMI’s shares.

This transaction will be the first foreign strategic investment project involving a cross-border share swap since the implementation of the Measures for the Administration of Strategic Investment Made by Foreign Investors in Listed Companies (2024). Following the transaction, a wholly-owned subsidiary of ASMPT, the global leader in semiconductor assembly and packaging equipment, will become a significant shareholder of Shenzhen Original, optimizing Shenzhen Original’s shareholding and governance structure. This transaction, as a pioneering case of introducing an international semiconductor leader as a shareholder of an A-share listed company, will strongly promote international cooperation in the semiconductor industry, guide more high-quality foreign investment into the A-share capital market for long-term investment, and provide more diversified options for foreign investors to restructure and optimize their China investments.

ASMPT, headquartered in Singapore, is a global leading supplier of semiconductor assembly and packaging equipment and the world’s largest provider of surface mount technology solutions by market share. ASMPT is also the only company worldwide that provides high-quality solutions for all major steps of the electronics manufacturing process, serving a broad spectrum of end-use devices in electronics, mobile communications, computing, automotive, industrial, and LED (display) industries.

AAMI ranks among the world’s top five leadframe suppliers. Formerly ASMPT’s materials division, AAMI was transformed in 2020 into a joint venture among ASMPT, Wise Road Capital, and other investors. It specializes in the design, R&D, manufacturing, and sales of leadframes, with production facilities in Chuzhou (Anhui), Shenzhen (Guangdong), and Malaysia. AAMI and its predecessor have been deeply engaged in the leadframe industry for over 40 years, with products widely applied in automotive, computing, industrial, communication, and consumer semiconductors, consistently ranking among the global leaders in sales scale, product quality, and technological level. In this transaction, the 100% equity interest in AAMI was valued at RMB 3.526 billion based on the market approach. ASMPT’s wholly-owned subsidiary will sell its 49% equity interest in AAMI to Shenzhen Original for a total consideration of approximately RMB 1.717 billion, of which Shenzhen Original will pay RMB 789 million in cash and RMB 928 million in shares (at an issue price of RMB 32 per share). Shenzhen Original will also raise supporting funds of up to RMB 1 billion. Upon completion, ASMPT will hold at least 18% of Shenzhen Original’s shares. Specific details of the transaction are subject to the announcements of ASMPT and Shenzhen Original.

This transaction constitutes a material asset restructuring of Shenzhen Original, and its formal implementation remains subject to the satisfaction of certain conditions precedent stipulated in the transaction documents. This transaction, in line with the M&A and restructuring policy spirit of upgrading toward new quality productive forces, will help enhance the resilience and security of the semiconductor industry supply chain, and further attract more high-quality foreign investment into the A-share capital market for long-term investment.

As ASMPT’s PRC legal counsel, Fangda advised ASMPT throughout the process of transforming AAMI into a joint venture with Wise Road Capital in 2020, and in 2024, in structuring, planning, and promoting this transaction, including transaction structuring, regulatory compliance for both the Hong Kong-listed and A-share listed companies, as well as the drafting and negotiation of transaction documents. This transaction involved not only material asset restructuring and asset swap of an A-share listed company, but also cross-border M&A, cross-border share swap, foreign strategic investment, and other complex regulatory issues. Its successful completion will strongly advance cross-border integration and cross-border capital operations in China’s semiconductor industry.

The Fangda team was led by partners LUO Ke and Aaron CHEN, with key team members including Napoleon ZHAO, Li Yanping, and Xu Jing. Special thanks to Hong Kong capital markets partners Arnold Pang and Edward BONG, and antitrust partner Wang Jin, for their professional support.