Fenglong(SZ:002931) Sou Hu Cai Jing·2025-12-25 02:44Core Viewpoint - UBTECH Robotics, known as the "first humanoid robot stock," plans to acquire a total of 93.95 million shares of Fenglong Co., accounting for 43% of its total share capital, through a combination of "agreement transfer + tender offer," with a total consideration of 1.665 billion yuan [1][2]. Group 1: Acquisition Details - On December 24, 2023, Fenglong's controlling shareholder, Chengfeng Investment, signed an agreement with UBTECH to transfer 65.53 million unrestricted circulating shares, representing 29.99% of the total share capital, at a price of 17.72 yuan per share, totaling 1.161 billion yuan [1][2]. - After the share transfer registration is completed, UBTECH will issue a partial tender offer to all shareholders of Fenglong, with a total of 28.45 million shares (13.02% of total share capital) at the same price of 17.72 yuan per share, amounting to 500 million yuan [2]. Group 2: Shareholding and Control Changes - Following the share transfer and the waiver of voting rights, UBTECH will hold 29.99% of Fenglong's shares and corresponding voting rights, changing the controlling shareholder from Chengfeng Investment to UBTECH, and the actual controller from Dong Jiangang to Zhou Jiang [2][3]. - Upon completion of the tender offer, UBTECH may hold a total of 93.98 million shares, approximately 43.01% of the total shares after excluding shares in the repurchase account [2]. Group 3: Company Background and Financial Performance - Fenglong Co., established in June 2003, specializes in the research, production, and sales of garden machinery engines, electric machines, hydraulic control systems, and automotive parts, with applications in various garden machinery and industrial sectors [4][5]. - In the first three quarters of 2025, Fenglong reported revenue of 373 million yuan, a year-on-year increase of 9.47%, and a net profit of 21.52 million yuan, a significant year-on-year increase of 1714.99% [5]. - UBTECH, founded in March 2012, focuses on humanoid robotics technology and has been involved in the development and commercialization of intelligent service robot solutions across various industries. In the first half of 2025, UBTECH reported revenue of 621 million yuan, a year-on-year increase of 27.55%, with a loss of 440 million yuan, which has narrowed compared to the previous year [5].