优必选拟16.65亿入主锋龙股份，后者实控人将变更为周剑

Core Viewpoint - The acquisition of approximately 43% of Fenglong Co., Ltd. by UBTECH Robotics through a combination of "agreement transfer + tender offer" aims to secure control over the company and enhance its capabilities in humanoid robot development and commercialization [2][5]. Group 1: Acquisition Details - UBTECH plans to invest approximately 1.665 billion RMB to acquire 43% of Fenglong's shares, with the transaction structured in three steps [2]. - The share transfer price and tender offer price are both set at 17.72 RMB per share, representing a discount of about 10% compared to Fenglong's last trading price of 19.68 RMB [2]. - The acquisition will result in UBTECH becoming the controlling shareholder of Fenglong, with the actual controller changing from Dong Jianggang to UBTECH's founder, Zhou Jian [2]. Group 2: Board Restructuring and Performance Commitments - Following the acquisition, the board of directors of Fenglong will consist of 7 members, with UBTECH entitled to nominate 6, indicating a complete takeover of operational decision-making [3]. - The transaction includes performance commitments from the sellers, ensuring Fenglong's net profits for the fiscal years 2026, 2027, and 2028 will not be less than 10 million, 15 million, and 20 million RMB, respectively [4]. Group 3: Strategic Rationale and Financial Context - UBTECH's acquisition aims to integrate its humanoid robot technology with Fenglong's manufacturing capabilities, supply chain relationships, and customer base to accelerate development and production [5]. - Fenglong's projected revenues for 2023 and 2024 are 433 million RMB and 479 million RMB, with net profits of -7 million RMB (loss) and 4.6 million RMB (profit) respectively [5]. - UBTECH, while having larger revenue projections of 1.305 billion RMB for 2024, also faces profitability challenges, indicating a strategic move to enhance production capacity through acquiring a mature manufacturing enterprise [5].