Mergers and Acquisitions in China - Youbixun plans to acquire a controlling stake in Fenglong Co., Ltd. for 1.665 billion yuan, resulting in Youbixun holding 43.01% of the shares and becoming the controlling shareholder [1] - Sanya Luanmao has acquired 100% of Sanya Travel Industry's shares for 2.265 billion yuan, which includes the five-star hotel, the Ritz-Carlton Sanya Yalong Bay, with 446 rooms [2] International Mergers and Acquisitions - BP announced the sale of 65% of its Castrol brand to Stonepeak for approximately 6 billion USD, valuing Castrol at 10.1 billion USD, marking one of BP's largest and most successful asset disposals in recent years [2]

天眼查工商信息显示，近日，深圳市优必选科技股份有限公司出资1000万元成立温州优必选教育科技有 限公司，持股100%，所属行业为教育。 来源：市场资讯 资料显示，温州优必选教育科技有限公司成立于2025年12月26日，法定代表人为郝宝玉，注册资本1000 万，公司位于温州市，技术服务、技术开发、技术咨询、技术交流、技术转让、技术推广、教育咨询服 务（不含涉许可审批的教育培训活动）、智能机器人销售、服务消费机器人销售、智能机器人的研发、 信息技术咨询服务、人工智能理论与算法软件开发、人工智能行业应用系统集成服务、人工智能应用软 件开发、人工智能硬件销售、人工智能基础软件开发、软件销售、软件开发、通讯设备销售、玩具销 售、组织文化艺术交流活动、体验式拓展活动及策划、第一类医疗器械销售、第二类医疗设备租赁、互 联网销售（除销售需要许可的商品）、医护人员防护用品零售、医护人员防护用品批发、消毒剂销售 （不含危险化学品）、卫生用品和一次性使用医疗用品销售、第一类医疗设备租赁、照明器具销售、教 学用模型及教具销售、数字内容制作服务（不含出版发行）、电子产品销售、智能家庭消费设备销售、 第二类医疗器械销售、工业机器人销售、 ...

Core Viewpoint - The acquisition of Fenglong shares by UBTECH raises questions about whether it is a trend-following arbitrage or a necessity for new financing platforms due to cash shortages. UBTECH is currently in a continuous loss state and relies heavily on external financing channels for growth [1][18]. Group 1: Acquisition Details - UBTECH acquired control of Fenglong through a combination of "agreement transfer + partial tender offer" [1][20]. - The first step involved UBTECH acquiring 29.99% of Fenglong's shares at a price of RMB 17.72 per share, totaling approximately RMB 1.161 billion [3][21]. - The second step included a partial tender offer for an additional 13.02% of shares at the same price, bringing UBTECH's total stake to 43% [4][22]. Group 2: Financial Context - UBTECH's financial performance shows a trend of increasing revenue but persistent losses, with projected revenues of approximately RMB 10.08 billion, RMB 10.56 billion, and RMB 13.05 billion from 2022 to 2024, respectively, and net losses of RMB -9.87 billion, RMB -12.65 billion, and RMB -11.6 billion during the same period [14][36]. - The company reported cash on hand of only RMB 1.181 billion, indicating a significant funding gap for the acquisition, which cost over RMB 1.612 billion [16][38]. Group 3: Strategic Considerations - UBTECH's acquisition aims to enhance its industrial chain layout and strengthen its core competitiveness by leveraging Fenglong's manufacturing and supply chain capabilities [35][40]. - The acquisition is seen as a strategic move to complement UBTECH's focus on humanoid robots with Fenglong's expertise in precision manufacturing and established customer base [35][40]. Group 4: Market Implications - The transaction has sparked discussions about the potential for UBTECH to pursue a backdoor listing in the A-share market, although its current financial losses may complicate this path [7][25]. - The recent trend of robotics companies acquiring control of listed firms has created notable arbitrage opportunities in the market, as seen in other similar transactions [10][32].

| 食品饮料ETF | | --- | | (产品代码:515170) | | ★ 跟踪：中证细分食品饮料产业主题指数 | | 近五日涨跌：1.07% | | 市盈率： 20.28倍 | | 资金流向: 最新份额为107.0亿份, 减 | | 少了4950.0万份,净申 | | 赎-2755.4万元。 | （原标题：优必选新专利可更准确确定机器人故障原因） 企查查APP显示，近日，优必选（09880.HK）"一种机器人的故障原因确定方法、装置及终端设备"专利公布。企查查专利摘要显示，本申请适用 于机器人技术领域，该方法包括：先获取机器人在故障之前、故障时和故障之后的目标环境数据和运行数据；然后根据目标环境数据生成障碍物 的运行轨迹；根据机器人的运行数据生成机器人的位姿，进而根据障碍物的运行轨迹和机器人的位姿确定机器人的真实故障原因。 本申请相对于仅依赖日志文件进行故障诊断，机器人的运行数据与环境数据进行交叉验证和关联分析，重建了事件发生的完整场景，具有根本性 的、多维度的优势，使确定的故障原因更准确；另外，本申请从故障前、故障时和故障后的视角进行整体故障分析，可以更准确的确定机器人的 故障原因。 ...

Core Viewpoint - The acquisition of Fenglong Co., Ltd. by UBTECH Robotics is primarily a strategic move where a technology company seeks to enhance its manufacturing capabilities and supply chain efficiency, leveraging Fenglong's strengths in production [1][10]. Group 1: Acquisition Details - Acquirer: UBTECH Robotics (09880.HK), known as the "first stock of humanoid robots" [2]. - Target: Fenglong Co., Ltd. (002931.SZ), a listed company on the Shenzhen Stock Exchange [2]. - Acquisition Method: A combination of "agreement transfer + voluntary partial tender offer" [2]. - Acquisition Price: RMB 17.72 per share, approximately a 10% discount from the stock price before suspension, totaling RMB 1.665 billion [2]. - Post-acquisition Shareholding: UBTECH will hold about 43% of Fenglong's shares, becoming the controlling shareholder [2]. - Change of Control: The actual controller will change from Dong Jianggang to UBTECH's founder, Zhou Jian [2]. Group 2: Acquisition Process - The acquisition is structured as a "three-step" process to ensure a smooth transition of control [3]. - Step 1: UBTECH will first acquire 29.99% of shares from the original major shareholder at RMB 17.72 per share, totaling approximately RMB 1.161 billion [3]. - Step 2: The original shareholders will simultaneously relinquish voting rights corresponding to 13.01% of the remaining shares, allowing UBTECH to gain effective control with just 29.99% ownership [3]. - Step 3: Following the first step, UBTECH plans to launch a partial tender offer to acquire an additional 13.02% of shares, with the original shareholders committed to selling their 13.01% stake [3]. Group 3: Financial Aspects - Funding Source: The acquisition will be financed entirely through UBTECH's own cash reserves, including funds raised from a recent stock placement in Hong Kong, without using loans or leverage [4]. - UBTECH's Financial Status: The company has seen continuous revenue growth over the past three years, with projected revenue of approximately RMB 1.305 billion in 2024, but is currently in a strategic loss phase, expecting a net loss of about RMB 1.16 billion in 2024 [4]. Group 4: Commitments from Original Shareholders - Performance Commitments: The original shareholders have made binding commitments for Fenglong's net profits to be no less than RMB 10 million, RMB 15 million, and RMB 20 million for the years 2026, 2027, and 2028, respectively, with cash compensation required if targets are not met [5]. - Non-Compete Commitment: The original shareholders have agreed not to engage in competing businesses for two years post-transaction [7]. Group 5: Post-Acquisition Changes - Business Operations: There are currently no explicit plans to change Fenglong's main business, indicating a focus on integration and synergy rather than aggressive transformation [8]. - Management Team: The board will be restructured, with UBTECH entitled to nominate six out of seven directors, while the original shareholders can nominate one director as long as they hold at least 5% of shares [8]. - Independence Assurance: UBTECH and its actual controller, Zhou Jian, have committed to ensuring Fenglong's complete independence in terms of assets, business, personnel, finance, and organization, while avoiding competition and regulating related transactions [9]. Group 6: Strategic Intent Behind the Acquisition - The acquisition is a crucial step for UBTECH to achieve large-scale production and commercialization of humanoid robots, addressing production bottlenecks [13]. - By controlling a listed company, UBTECH not only secures a manufacturing base but also gains access to an A-share capital platform, facilitating future financing, brand exposure, and industry integration [13]. - The integration of Fenglong's manufacturing capabilities with UBTECH's robotics technology aims to create a complete industrial layout combining AI algorithms and precision manufacturing [14].

优必选突然出手A股买壳，让人多少有点意外。 长江商报消息 A股市场上或将迎来人形机器人"H+A第一股"。 12月24日晚，A股公司锋龙股份（002931.SZ）、港股公司优必选（09880.HK）均发布公告，优必选将 入主锋龙股份。 跟2025年A股市场人形机器人公司入主上市公司的模式一样，优必选入主锋龙股份，采取协议转让+要 约收购方式进行，优必选将合计取得锋龙股份约43%的股权，交易价款合计约为16.65亿元。 本次交易完成后，锋龙股份控股股东将由诚锋投资变更为优必选，实际控制人由董剑刚变更为优必选创 始人、董事会主席周剑。 在市场人士看来，优必选入主锋龙股份，剑指借壳上市回归A股市场。截至2025年9月末，锋龙股份总 资产11.30亿元，资产负债率仅为15.92%。公司盈利能力不强，2025年前三季度归母净利润暴增17倍， 也仅2151.85万元。 作为人形机器人第一股，优必选尚未盈利，但其市值已达551亿港元。H股上市两年，公司累计募资约 86亿港元；截至12月，人形机器人业务累计订单总额接近14亿元。 宣告易主前，锋龙股份股票涨停，宣告易主后的12月25日，公司股票继续涨停。 16.65亿锁定锋龙股 ...

Core Viewpoint - A significant acquisition wave led by technology companies in the A-share market has commenced, highlighted by the acquisition of approximately 43% of shares in Fenglong Co., Ltd. by UBTECH Robotics through a combination of agreement transfer and tender offer [1][2]. Summary by Sections Acquisition Details - UBTECH plans to acquire 43% of Fenglong's shares at a price of 17.72 CNY per share, which represents a 10% discount from the pre-suspension price of 19.68 CNY, totaling approximately 1.665 billion CNY [2][8]. - Following the announcement, Fenglong's shares hit the daily limit up, closing at 21.65 CNY, with a total market capitalization of 4.731 billion CNY [2][4]. Control and Strategy - The acquisition strategy involves a two-step process, where UBTECH first acquires 29.99% of shares through an agreement transfer, avoiding the obligation for a full tender offer [7][8]. - The second step includes a partial tender offer for an additional 13.02% of shares, maintaining the same price of 17.72 CNY per share [7][8]. Future Listing Considerations - There are speculations about UBTECH potentially using Fenglong as a vehicle to return to the A-share market; however, current regulations and the company's financial status make this unlikely in the short term [10][12]. - UBTECH has not achieved profitability, which is a requirement for a reverse merger to qualify for A-share listing [12]. Industry Context - The acquisition reflects a trend where technology companies seek control of stable A-share companies to leverage their manufacturing capabilities and market presence [16][17]. - Fenglong's established manufacturing capabilities in garden machinery and automotive components may provide synergies with UBTECH's focus on humanoid robotics, enhancing the potential for industry integration [16][17]. Financial Strategy - The acquisition will be funded through UBTECH's own capital, including cash reserves and proceeds from a recent placement of 3.056 billion HKD, with plans to allocate a significant portion for mergers and investments in the robotics sector [17].

Core Viewpoint - The acquisition of approximately 43% of shares in Fenglong Co., Ltd. by UBTECH Robotics, known as the "first humanoid robot stock," marks a significant transaction in the A-share control acquisition wave led by technology companies. The total consideration for this acquisition amounts to 1.665 billion yuan, with a share price of 17.72 yuan, reflecting a 10% discount from the pre-suspension price of 19.68 yuan [1][5][6]. Group 1 - The acquisition strategy involves a combination of "agreement transfer + partial tender offer," which cleverly avoids the requirement for a full tender offer, making it a less costly and more feasible approach for gaining control [3][5]. - The first step of the acquisition includes an agreement to transfer 65.53 million shares (29.99% of total shares) from the controlling shareholder to UBTECH at a price of 17.72 yuan per share, totaling 1.161 billion yuan [5][6]. - Following the agreement transfer, UBTECH will issue a partial tender offer for an additional 28.45 million shares (13.02% of total shares) at the same price, further solidifying its control over Fenglong [5][6]. Group 2 - There is speculation about whether UBTECH could leverage this acquisition to return to the A-share market; however, current regulatory policies suggest that this is unlikely due to the company's financial status and the requirements for a successful backdoor listing [3][8][9]. - UBTECH's financial situation shows that it has not yet turned a profit, which complicates the possibility of a backdoor listing through Fenglong, making an independent IPO on the Shenzhen Stock Exchange a more viable option [8][9]. - The acquisition is not merely a shell transaction; it aims to create synergy between UBTECH's humanoid robotics business and Fenglong's established manufacturing capabilities, potentially enhancing operational efficiency and market competitiveness [13][14]. Group 3 - The acquisition is funded entirely by UBTECH's own capital, including cash reserves and proceeds from a recent placement of 3.056 billion HKD, with plans to use a significant portion for mergers and acquisitions in the robotics industry [15]. - The strategic rationale behind this acquisition is to utilize Fenglong as a financing platform and to facilitate the integration of UBTECH's technology with Fenglong's manufacturing capabilities, thereby enhancing both companies' growth prospects [12][14].

文｜高见pro 12月24日，港股"人形机器人第一股"优必选发布公告，宣布拟收购A股上市公司锋龙股份的控制权。 此次收购采用了"协议转让+要约收购"的组合方式。根据方案，优必选将以每股17.72元的价格，总计约 16.65亿元的对价，收购锋龙股份9395.75万股，最终持有约43%的股份。 交易完成后，锋龙股份的控股股东将变更为优必选，实际控制人变更为优必选创始人周剑。 这笔交易远非一次单纯的财务投资。 "收购现有上市公司是获取A股平台的更快途径，还可以抓住当前市场对机器人板块的关注热度。"有专 业人士分析。 据公告，优必选看中的是锋龙股份深厚的产业基础。作为一家在园林机械、液压控制系统及汽车零部件 领域拥有扎实研发制造能力和客户资源的"专精特新"企业，锋龙股份能为正加速人形机器人量产交付的 优必选，提供成熟的精密制造能力和供应链体系支撑。 显然，这能显著加速优必选人形机器人产业化落地的进程，并助力降低成本、拓展市场。 尽管双方结合想象空间巨大，优必选还是保持着一份审慎。 优必选明确表示，未来12个月内暂无调整锋龙股份主营业务的计划。同时，交易设置了"保障+激励"机 制：原股东承诺锋龙股份2026-2028年 ...

Core Viewpoint - A significant acquisition wave led by technology companies in the A-share market has commenced, highlighted by UBTECH's announcement to acquire approximately 43% of the shares of Fenglong Co., Ltd. through a combination of agreement transfer and partial tender offer, with a total consideration of 1.665 billion yuan [1][7]. Group 1: Acquisition Details - UBTECH plans to acquire 65.53 million shares of Fenglong, representing 29.99% of the total share capital, at a price of 17.72 yuan per share, totaling 1.161 billion yuan [4][5]. - Following the agreement transfer, UBTECH will issue a partial tender offer for an additional 28.45 million shares, representing 13.02% of the total share capital, at the same price of 17.72 yuan per share [4][5]. - The total expenditure for the acquisition is expected to be 1.665 billion yuan, enhancing UBTECH's control over Fenglong [7]. Group 2: Market Implications - The acquisition has sparked speculation about UBTECH's potential return to the A-share market, although regulatory policies suggest that this may not be feasible [1][10]. - UBTECH's strategy mirrors previous acquisitions in the sector, utilizing agreement transfers and partial tender offers to secure control at a lower cost [2][4]. - The transaction is not merely a shell acquisition; it aims to create synergy between UBTECH's robotics focus and Fenglong's manufacturing capabilities, which include precision manufacturing and a mature supply chain [11][12]. Group 3: Future Prospects - UBTECH's current financial status does not meet the requirements for a backdoor listing through Fenglong, as it has not achieved profitability [10]. - An independent IPO on the Shenzhen Stock Exchange may be a more viable option for UBTECH, given its market capitalization and revenue projections [10][12]. - The acquisition is funded through UBTECH's own capital, including proceeds from a recent placement aimed at supporting mergers and investments in the robotics industry [13].