Core Viewpoint - The acquisition of controlling stake in Fenglong 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 state of continuous losses and relies heavily on external financing channels for growth [1][12]. Acquisition Details - UBTECH acquired a 29.99% stake in Fenglong through a "share transfer agreement + partial tender offer" for a total cost of approximately RMB 1.161 billion [3][4]. - The partial tender offer involves acquiring an additional 13.02% of shares at the same price of RMB 17.72 per share, bringing UBTECH's total stake to 43% after the completion of the acquisition [4][5]. Regulatory Context - The acquisition structure was designed to avoid triggering a mandatory tender offer, which would require more stringent regulatory compliance and could increase costs [6]. - According to the revised regulations, acquiring more than 30% of a listed company requires a tender offer for the excess shares, which UBTECH strategically avoided by structuring the deal in two steps [6]. Financial Condition of UBTECH - UBTECH has reported continuous losses from 2022 to 2024, with net profits of approximately -RMB 9.87 billion, -RMB 12.65 billion, and -RMB 11.6 billion respectively, indicating a significant cash flow issue [13][15]. - The company has a limited cash reserve of RMB 1.181 billion, which raises concerns about how it will finance the acquisition, given the total cost exceeds RMB 1.612 billion [15]. Strategic Rationale - UBTECH's acquisition of Fenglong is seen as a strategic move to enhance its supply chain capabilities and manufacturing strengths, particularly in the field of humanoid robots [16]. - The partnership aims to leverage UBTECH's technological advantages in humanoid robotics alongside Fenglong's established manufacturing and supply chain expertise, facilitating further industrial integration [16].

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].

Market Overview - The market experienced a high opening followed by a decline, with all three major indices turning negative during the session. The Shanghai and Shenzhen markets saw a half-day trading volume of 1.45 trillion, a significant increase of 251.3 billion compared to the previous trading day. Over 3,900 stocks in the market declined [1] - The Shanghai Composite Index fell by 0.19%, while the Shenzhen Component Index rose by 0.17%, and the ChiNext Index decreased by 0.15% [1] Sector Performance - The lithium battery supply chain showed strong performance, with Tianji Co. achieving three consecutive trading limits in four days, and several other stocks like Hongyuan Pharmaceutical and Yongxing Materials hitting their daily limits [1] - The commercial aerospace sector remained active, with Shenjian Co. achieving seven consecutive trading limits and Jiuding New Materials achieving four consecutive limits [1] - The photovoltaic sector saw partial gains, with stocks like GCL-Poly and Yijing Photovoltaic hitting their daily limits [1] - The Hainan Free Trade Zone concept stocks were also active, with Hainan Development achieving five limits in six days [1] - In contrast, the computing hardware sector showed weakness, with Changguang Huaxin dropping over 10% [1] Lithium Market Insights - The main contract for lithium carbonate surged past 130,000, increasing by over 8% during the day, marking a new high since November 2023. The market outlook for lithium prices remains optimistic due to recovering quarterly earnings from lithium companies and increasing demand from new energy vehicles [3] - The China Nonferrous Metals Industry Association's lithium division indicated that lithium futures prices are expected to gradually rise by November 2025, with increased volatility anticipated [3] Hainan Free Trade Zone Developments - The Hainan Free Trade Port officially commenced its first week of full island closure, with customs reporting over 400 million yuan in "zero tariff" imports and over 20 million yuan in domestic processing goods exempt from tariffs [5] - The duty-free shopping market in Hainan saw a surge, with shopping amounts reaching 1.1 billion yuan and 165,000 shoppers during the week of December 18-24 [5] Photovoltaic Sector Developments - Four leading silicon wafer companies significantly raised their prices on December 25, with average increases reaching 12%. This price hike is attributed to substantial increases in upstream silicon material costs [9][20] Investment Trends - UBS Wealth Management forecasts that the Chinese stock market will continue to have upward potential, driven by advanced manufacturing and technology sectors. The report highlights that AI and technology are key growth drivers, with expectations for significant earnings growth in the Hang Seng Technology Index by 2026 [30] - The National Development and Reform Commission announced that the National Venture Capital Guidance Fund will increase investments in early-stage projects in sectors such as integrated circuits, artificial intelligence, aerospace, and low-altitude economy [31]

Core Viewpoint - The acquisition of approximately 43% of Fenglong shares by UBTECH through a combination of "agreement transfer + tender offer" is a strategic move to enhance its industry chain layout and strengthen core competitiveness [1][2] Group 1: Acquisition Details - UBTECH plans to invest approximately 1.665 billion yuan to acquire 43% of Fenglong shares, gaining control of the company [1] - The acquisition will occur in two steps: first, UBTECH will purchase 65.5299 million shares (29.99% of total shares) at a price of 17.72 yuan per share, followed by a tender offer for 28.45 million shares (13.02% of total shares) at the same price [1] - The acquisition price represents a discount of about 10% compared to Fenglong's last trading price of 19.68 yuan per share before suspension [1] Group 2: Financial Performance and Projections - Fenglong reported a revenue of 373 million yuan for Q3 2025, a year-on-year increase of 9.47%, and a net profit of 21.5185 million yuan, a significant increase of 1714.99% [2] - Fenglong has committed to performance guarantees, promising net profits of no less than 10 million, 15 million, and 20 million yuan for the years 2026 to 2028, with a total of at least 45 million yuan over three years [1] - UBTECH, established in March 2012 and listed in 2023, has not yet achieved profitability, with projected revenues of 1.008 billion yuan, 1.065 billion yuan, and 1.305 billion yuan from 2022 to 2024, but net losses of 987 million yuan, 1.265 billion yuan, and 1.16 billion yuan during the same period [2]

Market Performance - Major market indices opened with mixed results, with the Shanghai Composite Index down 0.05% at 3957.83 points, the Shenzhen Component Index up 0.06% at 13539.05 points, and the ChiNext Index down 0.21% at 3232.41 points [1] Individual Stock Performance - A total of 1901 stocks rose at the open, with 22 stocks hitting the daily limit up, including Victory Energy with 11 consecutive limit ups, Jiamei Packaging with 9 limit ups in 11 days, and Shenjian Co. with 7 consecutive limit ups [1] - Conversely, 2553 stocks declined at the open, with notable declines from Sunflower, Jiangtian Technology, and Beikong [1] Price Continuity Statistics - Among stocks that hit the limit up yesterday, 16 stocks, including Shenjian Co. and Fenglong Co., continued to hit the limit up today [1] - Stocks that opened lower included Guangdao Tui, Tianyuan Co., and Hengda New Materials, with declines of 6.43%, 5.71%, and 4.32% respectively [1]

动辄数十亿的资本联姻，参与者身份不尽相同。有的已是港股上市公司，有的没上市企业并未注入资产 和重组计划。有的是人形机器人，有的是四足机器人、特种机器人，并购对象更是涉及环保材料、园林 机械、能源运输、物流仓储等千行百业。 12月24日，优必选宣布收购A股上市公司园林机械制造商锋龙股份的43%股权，豪掷16.65亿元拿下后者 控股权。在此之前数月时间，进行了类似操作的还有智元机器人收购上纬新材、七腾机器人收购胜通能 源…… 算上反向操作的东杰智能收购遨博智能，以及明确IPO进展的宇树科技、云深处科技、乐聚机器人等， 机器人在资本市场的火爆持续到岁末年初。 从内测产品找风投，到秀舞蹈打比赛，再逐渐成为公开市场的香饽饽，以人形机器人破圈为标志的机器 人全链条迎来订单和财富的爆发期。 虽说上市只是又一个阶段的新起点，但能接受大众层级的检验，意味着机器人竞争告别了草根、草莽时 代。市场上有头部领跑者，有当红炸子鸡，有资本领域的长袖善舞，也有大厂明争暗斗和合纵连横—— 新进入者并非没有机会，竞争压力却远超过往。 近期还有市场传闻称，多家人形机器人企业正展开竞逐，不惜重金要拿下总台马年春晚亮相机会。一年 前略显笨拙的"春晚 ...

Group 1 - The core point of the news is that UBTECH Robotics (9880.HK) is acquiring a controlling stake in Fenglong Co., Ltd. (002931.SZ) through a combination of agreement transfer and tender offer, which will enhance its position in the humanoid robot market [1][2] - UBTECH will acquire a total of 93,957,518 shares, representing 43% of Fenglong's total shares, at a price of 17.72 CNY per share, totaling approximately 1.665 billion CNY [1][2] - After the acquisition, UBTECH's CEO, Zhou Jian, will become the actual controller of Fenglong, further consolidating UBTECH's influence in the industry [1][2] Group 2 - The acquisition is seen as a strategic move to align with both companies' long-term goals and create synergies to accelerate the development and commercialization of humanoid robots [1][2] - Prior to this acquisition, the robotics and AI sector has seen several mergers and acquisitions, indicating a trend of consolidation within the industry [1][4] - UBTECH's recent financial performance shows a revenue of 621 million CNY for the first half of 2025, a year-on-year increase of 27.5%, although it reported a loss of 439 million CNY [3][4] Group 3 - The acquisition may facilitate UBTECH's return to the A-share market, potentially allowing for a dual listing on both Hong Kong and A-share platforms [2][4] - The move is part of a broader trend in the industry where companies are exploring various pathways to access capital markets, including mergers, direct IPOs, and simultaneous listings [4][5] - The industry is witnessing a diversification in listing strategies, with multiple companies pursuing different routes to enhance their market presence [5]

12月25日，因人形机器人龙头优必选披露的收购消息，锋龙股份开盘"一"字涨停。在此之前，还有七腾 机器人拟入主胜通能源、追觅科技创始人拟入主嘉美包装、东杰智能寻求收购遨博智能等逻辑相仿的案 例。虽然相关企业均已声明"36个月内不借壳"，为何还要在此时争相收购上市平台？产业爆发前夜，时 间就是生命线。在受访人士看来，通过收购锁定现成的上市平台，是一条相较于独立IPO更为快捷、确 定性更高的路径。而是否拥有上市平台，是外部资本判断企业实力与前景的重要标尺。通过提前"备 壳"，既为企业的后续资本运作提供了空间，也为投资机构的进一步融资与退出方面提供了托底选择。 （上证报） ...

Core Viewpoint - The A-share market is set to welcome the humanoid robot "H+A first stock" as the Hong Kong company UBTECH plans to acquire a controlling stake in the A-share company Fenglong Co., Ltd. through a share transfer and tender offer, aiming for a return to the A-share market [1][4]. Group 1: Acquisition Details - UBTECH will acquire approximately 43% of Fenglong's shares for a total consideration of about 1.665 billion yuan [1][4]. - The acquisition involves a two-step process: an agreement to transfer 65.53 million shares (29.99% of total shares) at a price of 17.72 yuan per share, followed by a tender offer for an additional 28.45 million shares (13.02% of total shares) at the same price [3][4]. - After the transaction, UBTECH will become the controlling shareholder of Fenglong, with its founder Zhou Jian as the actual controller [1][4]. Group 2: Company Performance - As of September 2025, Fenglong's total assets are 1.13 billion yuan, with a low debt ratio of 15.92% [6]. - Fenglong's profitability has been weak, with a net profit of only 21.52 million yuan in the first three quarters of 2025, despite a 1714.99% year-on-year increase [5][6]. - The company has experienced fluctuating performance, with a net profit of only 459,290 yuan in 2024, following three years of consecutive growth from 2019 to 2021 [4]. Group 3: UBTECH's Business Overview - UBTECH, established in 2012, focuses on AI and humanoid robot development, with a market capitalization of 55.1 billion HKD despite not yet being profitable [7][9]. - The company has raised approximately 8.6 billion HKD through various financing rounds since its IPO, with significant orders totaling nearly 1.4 billion yuan in humanoid robot business [8][10]. - UBTECH's revenue for 2022 to 2024 was 1.008 billion yuan, 1.056 billion yuan, and 1.305 billion yuan, with continuous losses reported [7][8]. Group 4: Market Reaction - Following the announcement of the acquisition, Fenglong's stock hit the daily limit up on December 25, indicating positive market sentiment [11][12]. - The market is closely watching how UBTECH will manage and optimize Fenglong's operations post-acquisition [12].

深圳商报首席记者袁静娴 2025年末，人形机器人再迎来一则重大消息。 12月24日，"人形机器人第一股"优必选（9880.HK）发布公告，以"协议转让+要约收购"的组合方式共 收购深交所上市公司锋龙股份（002931）（002931.SZ）93957518股（占锋龙股份公司股份总数 43%）。 根据公告，本次控制权变更方案中的股份转让价格、要约收购价格均为17.72元/股（相比12月17日锋龙 股份停牌前19.68元/股折让10%），以此计算，合计总对价达16.65亿元。 交易完成后，优必选将成为锋龙股份的控股股东，其董事会主席、执行董事兼CEO周剑将成为锋龙股份 的实际控制人。周剑目前也是优必选单一第一大股东，直接持股比例达20.61%。 优必选表示，收购事项在战略上符合双方的长期目标，并能创造协同效应，加速公司人形机器人的开发 与商业化。 在优必选收购锋龙股份之前，今年的机器人与人工智能赛道，已出现数例并购案例。今年7月，智元机 器人入主上纬新材（688585.SH）；12月，分别传来中昊芯英拿下天普股份（605255） （605255.SH）、七腾机器人控股胜通能源（001331）（001331.SZ） ...