Hu Xiu·2025-07-09 04:37Core Viewpoint - The acquisition of shares in the company by Zhiyuan Hengyue and Zhiyuan Innovation marks a significant shift in control, with Zhiyuan Hengyue becoming the new controlling shareholder and Deng Taihua as the actual controller of the company [2][3][15]. Group 1: Acquisition Details - Zhiyuan Hengyue plans to acquire 101 million shares from SWANCOR Samoa, representing 24.99% of the total share capital, and an additional 1.49 billion shares through a partial tender offer, totaling 37% of the company's shares [2][3]. - After the completion of these transactions, Zhiyuan Hengyue and Zhiyuan Innovation will collectively hold 29.99% of the company's shares and corresponding voting rights [3]. Group 2: Company Background - Zhiyuan Hengyue was established on June 25, 2025, with three shareholders: Zhiyuan Yingfeng (49.50%), Hengyue Dingfeng (49.50%), and Zhiyuan Innovation (0.5%) [5]. - Zhiyuan Yingfeng is a wholly-owned subsidiary of the humanoid robot unicorn Zhiyuan Robot, while Hengyue Dingfeng is led by Deng Taihua, the chairman of Zhiyuan Robot [6]. Group 3: Market Implications - The acquisition is perceived as a reverse merger, allowing Zhiyuan Robot to go public through the existing company, which is seen as a strategic move in the current market environment [7][24]. - The acquisition price is set at 7.78 yuan per share, aligning with the company's pre-suspension price, indicating a market capitalization of 3.1 billion yuan [23]. Group 4: Regulatory Considerations - The acquisition must comply with the regulations set by the China Securities Regulatory Commission and the Shanghai Stock Exchange regarding major asset restructuring and reverse listings on the Sci-Tech Innovation Board [10][12]. - Key requirements include the target assets having positive net profits for the last two years or meeting specific revenue and cash flow criteria [12][14]. Group 5: Future Outlook - If the acquisition proceeds smoothly, Zhiyuan Robot's core assets could potentially be listed in the capital market within two years [18]. - The trend of companies seeking reverse mergers or similar methods for public listing is expected to grow, providing new exit strategies for investors and startups [24].