格隆汇12月24日丨锋龙股份(002931.SZ)公布，诚锋投资、董剑刚、锋驰投资、厉彩霞与优必选签署了 《关于浙江锋龙电气股份有限公司之股份转让协议》，约定诚锋投资向优必选协议转让上市公司合计 65,529,906股无限售条件流通股股份（占上市公司总股本的29.99%）及其所对应的所有股东权利和权 益，每股转让价格为人民币17.72元，不低于协议签署日前一个交易日目标公司股票收盘价的百分之九 十，股份转让价款总额为人民币1,161,189,934.32元。 本次股份转让过户登记及表决权放弃后，优必选将拥有上市公司29.99%的股份及该等股份对应的表决 权，上市公司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周剑。截至本公告披露 日，优必选暂无在未来12个月内改变上市公司主营业务或者对上市公司主营业务做出重大调整的明确计 划，以及在未来12个月内对上市公司及其子公司的重大资产和业务进行出售、合并、与他人合资或合作 的明确计划，或上市公司拟购买或置换重大资产的明确重组计划。未来36个月内，优必选不存在通过上 市公司重组上市的计划或安排；未来12个月内，优必选不存在资产重组计划。公司股票（证券简称： ...

Core Viewpoint - The announcement reveals a significant change in the ownership structure of Fenglong Co., with the controlling shareholder shifting from Chengfeng Investment to UBTECH, and the actual controller changing from Dong Jianggang to Zhou Jian [1][2]. Group 1: Share Transfer Details - Chengfeng Investment and its concerted parties signed an agreement to transfer a total of 65.5299 million shares, representing 29.99% of the total share capital of the company, to UBTECH [1]. - Following the share transfer registration, UBTECH will issue a partial tender offer to all shareholders, aiming to acquire 28.45 million shares, which accounts for 13.02% of the total share capital [1]. Group 2: Voting Rights and Commitments - Chengfeng Investment, Dong Jianggang, Fengchi Investment, and Li Caixia irrevocably commit to validly declare acceptance of the tender offer for 28.4276 million shares, which is 13.01% of the total share capital [1]. - From the date of share transfer registration, they will waive their voting rights associated with the shares subject to the tender offer, and this waiver will not be restored without prior written consent from the acquirer [1]. Group 3: UBTECH Overview - UBTECH is a Hong Kong-listed company, with Zhou Jian serving as the chairman, executive director, and CEO [3]. - The company operates in five business segments: humanoid robots, educational robots and solutions, logistics robots and solutions, customized robots for other industries, and consumer-grade robots and hardware [3].

Group 1 - The company has agreed to acquire a total of 65,529,906 A-shares, representing approximately 29.99% of the target company Zhejiang Fenglong Electric Co., Ltd., at a price of RMB 17.72 per share [1] - Following the completion of the share transfer, the company plans to make a partial tender offer for 28,450,000 A-shares, which is about 13.02% of the target company's issued share capital, at the same price of RMB 17.72 per share [1] - The total consideration for the acquisition amounts to RMB 1,665,323,934.32, which will be paid in cash sourced from the company's internal resources [1] Group 2 - Upon completion of the acquisition, the company is expected to hold no less than 93,957,518 A-shares, representing approximately 43.00% of the target company's total issued share capital [2] - The target company is a publicly listed company in China, primarily engaged in the research, production, and sales of horticultural machinery engines, hydraulic control systems, and automotive components [2] - The acquisition is strategically aligned with both parties' long-term goals and is expected to create synergies that accelerate the development and commercialization of humanoid robots [3] Group 3 - The integration of the company's advanced humanoid robot technology with the target group's established manufacturing capabilities and supply chain relationships is anticipated to enhance overall product competitiveness and market reach [3] - The target company will become the first subsidiary of the group listed on the A-share market, positioning the group favorably within the intelligent service robot industry [3]

锋龙股份12月24日公告，诚锋投资、董剑刚、宁波锋驰投资有限公司、厉彩霞与深圳市优必选科技股份 有限公司签署了《关于浙江锋龙电气股份有限公司之股份转让协议》，约定诚锋投资向优必选协议转让 上市公司合计65,529,906股无限售条件流通股股份（占上市公司总股本的29.99%）及其所对应的所有股 东权利和权益，每股转让价格为人民币17.72元，不低于协议签署日前一个交易日目标公司股票收盘价 的百分之九十，股份转让价款总额为人民币1,161,189,934.32元。本次股份转让过户登记完成后，优必选 及/或其指定主体将向上市公司除受让方以外的全体股东发出部分要约收购，要约收购股份数量为 28,450,000股（占上市公司总股本的13.02%），价格为人民币17.72元/股（根据上市公司股份除权除息 情况调整，如需），不低于本次股份转让的每股转让价格。经公司向深圳证券交易所申请，公司股票 （证券简称：锋龙股份，证券代码：002931）自2025年12月25日（星期四）开市起复牌。 ...

Group 1 - The core point of the article is that Youbikex plans to acquire 93.9575 million shares of Fenglong Co., representing 43% of the total shares, through a combination of "agreement transfer + tender offer" [1] - The share transfer and tender offer price is set at 17.72 yuan per share, which is a 10% discount compared to the last trading price of 19.68 yuan before the suspension on December 17 [1] - The total consideration for this strategic acquisition amounts to 1.665 billion yuan, highlighting Youbikex's efforts to enhance its industry chain layout and strengthen its core competitiveness [1] Group 2 - This acquisition is seen as a significant move for Youbikex, potentially allowing the company to return to the A-share market [1]

Group 1 - The company has agreed to acquire a total of 65,529,906 A-shares, representing approximately 29.99% of the target company Zhejiang Fenglong Electric Co., Ltd., at a price of RMB 17.72 per share [1] - Following the completion of the share transfer, the company plans to make a partial tender offer for 28,450,000 A-shares, which is about 13.02% of the target company's issued share capital, at the same price of RMB 17.72 per share [1] - The total consideration for the acquisition amounts to RMB 1,665,323,934.32, which will be paid in cash sourced from the company's internal resources, including funds raised through a general authorization placement [1] Group 2 - Upon completion of the acquisition, the company is expected to hold no less than 93,957,518 A-shares, representing approximately 43.00% of the target company's total issued share capital [2] - The target company is a publicly listed company in China, primarily engaged in the research, production, and sales of horticultural machinery engines, electric machinery, hydraulic control systems, and automotive components [2] - The acquisition is strategically aligned with both parties' long-term goals and is expected to create synergies that accelerate the development and commercialization of humanoid robots [3] Group 3 - The integration of the company's advanced humanoid robot technology with the target group's established manufacturing capabilities, supply chain relationships, and extensive customer base is anticipated to enhance overall product competitiveness and market reach [3] - The target company will become the first subsidiary of the group listed on the A-share market, positioning the group favorably within the intelligent service robot industry [3]

Group 1 - The company plans to acquire approximately 65.53 million A-shares of Fenglong Co., representing 29.99% of its total issued share capital, at a price of RMB 17.72 per share, with a total consideration of RMB 1.665 billion [1] - Following the completion of the share transfer, the company intends to make a partial tender offer for 28.45 million A-shares, representing 13.02% of the target company's issued share capital, at the same price of RMB 17.72 per share [1] - After the acquisition, the company is expected to hold at least 93.96 million A-shares, accounting for 43.00% of the target company's total issued share capital, allowing it to control the board of the target company [1] Group 2 - The target group is primarily engaged in the research, development, production, and sales of gardening machinery engines, electric machines, hydraulic control systems, and automotive components, with applications in various gardening and industrial machinery [2] - The acquisition is strategically aligned with both parties' long-term goals and is expected to create synergies that accelerate the development and commercialization of humanoid robots [2] - By integrating the target group's advanced humanoid robot technology with the company's manufacturing capabilities and supply chain relationships, the acquisition is anticipated to enhance overall product competitiveness, cost structure, market coverage, and mass production capabilities [2]

本次股份转让过户登记及表决权放弃后，优必选将拥有上市公司 29.99%的股份及该等股份对应的表决权，上市公司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周剑。公司股票自2025年12月25日开市起复牌。 锋龙股份(002931.SZ)今日公告称，12月24日，诚锋投资、董剑刚、锋驰投资、厉彩霞与优必选签署《关于浙江锋龙电气股份有限公司之股份转让协 议》。 协议 约定诚锋投资向优必选协议转让上市公司合计65,529,906股无限售条件流通股股份（占上市公司总股本的29.99%）及其所对应的所有股东权利 和权益，每股转让价格为人民币17.72元，不低于协议签署日前一个交易日目标公司股票收盘价的百分之九十，股份转让价款总额为人民币11.61亿 元。 ...

Group 1 - The company plans to acquire approximately 65.53 million A-shares of Fenglong Co., representing 29.99% of its total issued share capital, at a price of RMB 17.72 per share, with a total consideration of RMB 1.665 billion [1] - After the completion of the share transfer, the company intends to make a partial tender offer for 28.45 million A-shares, representing 13.02% of the target company's issued share capital, at the same price of RMB 17.72 per share [1] - Upon completion of the acquisition, the company is expected to hold at least 93.96 million A-shares, representing 43.00% of the target company's total issued share capital, and the target company will become a non-wholly-owned subsidiary of the company [1] Group 2 - The target group is primarily engaged in the research, production, and sales of gardening machinery engines, electric machinery, hydraulic control systems, and automotive components, with applications in various gardening and industrial machinery [2] - The acquisition is strategically aligned with both parties' long-term goals and is expected to create synergies that accelerate the development and commercialization of humanoid robots [2] - The integration of the target group's advanced humanoid robot technology with the company's manufacturing capabilities and supply chain is anticipated to enhance overall product competitiveness, cost structure, market coverage, and mass production capabilities [2]

格隆汇12月24日｜"人形机器人第一股"优必选今日发布公告，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。 优必选聚焦于智能机器人，特别是人形机器人的研发、 设计、制造与商业化；而锋龙股份作为专精特新及高新技术企业，长期深耕割草机等园林机械及发动 机、液压控制系统及汽车零部件的研发与制造，拥有扎实的精密制造能力、成熟的供应链体系与广泛的 客户基础。双方业务的协同互补，将为后续产业融合发展奠定坚实基础。 ...