Strengthening the wet process technology! With SMIC’s $1.5 billion acquisition taking shape, the leading semiconductor equipment player has another board laid out for its strategy.

Ask AI · How can AMEC achieve dry-and-wet process integration in the acquisition of Hangzhou Zhonggui?

21st Century Business Herald reporter Zhang Sainan

On the evening of March 30, AMEC (688012.SH) released its 2025 performance, achieving operating revenue of 12.39B yuan, up 36.62% year over year. Net profit attributable to shareholders was 2.11B yuan, up 30.69% year over year.

Meanwhile, AMEC also announced an acquisition. It plans to acquire the controlling stake in Hangzhou Zhonggui Electronic Technology Co., Ltd. (hereinafter “Hangzhou Zhonggui”), a domestic leading supplier of chemical mechanical polishing (CMP) equipment, to accelerate its move toward a global top-tier, platform-type semiconductor equipment group.

This is the first time in more than 20 years since AMEC’s establishment that it has implemented a controlling-stake acquisition using a share-issuance method. It is also the first case among semiconductor equipment listed companies that uses a share-issuance method to acquire assets since the release of policies such as the “Eight Rules for the STAR Market” and the “Six Rules for M&A.”

As a domestic leader in dry-process equipment such as plasma etching and thin-film deposition, AMEC has achieved mass production in the 65nm to 3nm and more advanced process nodes. Its technical strength is on par with international industry giants. However, in the wet-process arena—especially CMP equipment, which is, together with etching and thin-film deposition, a core front-end process—AMEC had previously been blank.

Hangzhou Zhonggui is the key piece to fill this gap. As one of the few domestic companies that not only masters core technologies of 12-inch advanced CMP equipment but also achieves mass production, Hangzhou Zhonggui was founded in 2018 by Dr. Haiyang Gu, a senior expert in the CMP equipment field. Its pioneering 6-disk design significantly improves equipment output efficiency, and its capacity (WPH) can better meet downstream customer needs.

Through this transaction, AMEC will become a manufacturer with four major core front-end process capabilities: “etching + thin-film deposition + metrology + wet process.” This represents a crucial leap from an overall solution of “dry process” to “dry + wet process.” This means AMEC will be able to provide customers with a more highly integrated and more systematized turnkey equipment solution. It is also expected to shorten customers’ process engineering, commissioning, and validation timelines, strengthen customer stickiness, and accelerate the scaled penetration of domestically made equipment into mainstream production lines.

For Hangzhou Zhonggui, being incorporated into AMEC’s ecosystem also means shifting from “solo advancement” to “system enablement.” On the R&D side, leveraging AMEC’s intelligent capabilities, data simulation, and AI simulation, Hangzhou Zhonggui can accelerate the pace of ongoing improvement and iteration for its existing CMP tools, and reshape the development process of next-generation products. On the market side, by connecting to AMEC’s sales and after-sales network to share regional technical teams and experience, Hangzhou Zhonggui will effectively avoid redundant investments, speed up the introduction of products to core customers such as major memory manufacturers, and achieve rapid expansion of market share.

The announcement states that AMEC will also help Hangzhou Zhonggui reduce procurement costs for key components and overall operating costs by integrating procurement demand, sharing supplier resources, and deploying an independently developed management software platform, thereby improving efficiency across the entire chain from R&D to delivery.

Specifically, AMEC plans to purchase, in the form of issuing shares and paying cash, the 64.69% equity interest in Hangzhou Zhonggui collectively held by 41 counterparties, including Hangzhou Zhongxin Semiconductor, Ningrong Haichuan, Lin’an Zhongxin Semiconductor, Lin’an Zhonggui, Hangzhou Xinjiang, Hangzhou Zhongcheng Xin, and others, and to raise supporting funds.

The consideration for this transaction is 1.58B yuan. AMEC will pay 1.52B yuan as consideration by issuing shares; and pay 52.5853 million yuan as consideration in cash.

For the share-issuance portion, the company plans to issue shares to no more than 35 specific eligible targets to raise supporting funds. The total amount of supporting funds raised will not exceed 1.5 billion yuan, and will not exceed 100% of the asset transaction price intended to be purchased in this transaction by issuing shares. The issue price for this offering is 216.77 yuan per share,

Worth noting is that this acquisition adopts a differentiated pricing scheme.

As of the valuation benchmark date, the assessed value of 100% of Hangzhou Zhonggui’s equity was 2.5B yuan. After negotiation among the transaction parties, the transaction price for 64.69% of the equity interest in the target company was determined to be 1.58B yuan, corresponding to an overall transaction price for all equity interests of the target company of 2.44B yuan.

It is reported that this transaction’s differentiated pricing comprehensively considers factors such as the initial investment costs of different counterparties, the choice of payment method, whether they participate in performance guarantees/earn-out arrangements, among others. The differentiated pricing is determined through independent negotiation among the transaction parties. The differentiated pricing is the result of commercial negotiations among the transaction counterparties based on market-oriented principles.