Core Viewpoint - The leading humanoid robot company, UBTECH (09880.HK), announced plans to acquire approximately 43% of the shares of Shenzhen-listed Fenglong Co. through a combination of "agreement transfer + tender offer" [1] Group 1: Acquisition Details - UBTECH will acquire 65,529,900 unrestricted circulating shares of Fenglong Co., representing 29.99% of its total share capital, at a transfer price of 17.72 yuan per share, totaling 1.161 billion yuan [3] - Following the agreement transfer, UBTECH will initiate a partial tender offer to acquire an additional 28,450,000 shares, accounting for 13.02% of Fenglong's total share capital [6] - After the completion of the share transfer and voting rights waiver, UBTECH will hold 29.99% of Fenglong's shares and voting rights, changing the controlling shareholder from Chengfeng Investment to UBTECH [6] Group 2: Performance Commitments - The transaction includes a "guarantee + incentive" mechanism, where the transferor commits that Fenglong's net profit attributable to the parent company will not be less than the disclosed data for Q3 2025, with specific profit targets set for 2026-2028 [7] - If the profit targets are not met, the transferor will provide compensation; if exceeded, 20% of the excess will be rewarded to the existing business team [7] Group 3: Strategic Intent - UBTECH stated that this acquisition is a significant step in enhancing its industrial chain layout and strengthening core competitiveness [7] - There are no plans to change Fenglong's main business or conduct major asset adjustments or restructuring within the next 12 months post-transaction [7] - UBTECH aims to leverage its technological advantages in humanoid robots and Fenglong's manufacturing and supply chain capabilities to deepen industrial synergy and promote the commercialization of humanoid robot technology [7] Group 4: Company Background - UBTECH, established in 2012, is a leading company in the robotics sector, focusing on the R&D, design, production, and sales of humanoid robots and intelligent service robot solutions [8] - The company is currently in a loss position, with a projected net profit of -1.16 billion yuan for 2024, but total assets are expected to grow to 5.134 billion yuan by the end of 2024 [8] - In 2023, UBTECH has secured nearly 1.4 billion yuan in orders for humanoid robots, with the Walker S2 industrial humanoid robot set to begin mass production in November 2025 [8]