Fenglong(SZ:002931) Xin Jing Bao·2025-12-26 11:37Group 1 - The core point of the news is that UBTECH Robotics plans to acquire approximately 43% of the shares of Fenglong Co., becoming its controlling shareholder through a combination of agreement transfer and tender offer, with a total consideration of about 1.665 billion yuan [1][2] - The acquisition price is set at 17.72 yuan per share, which represents a discount of about 10% compared to Fenglong's stock price before suspension [1] - Following the completion of the transaction, the actual controller of Fenglong will change to UBTECH's founder, Zhou Jian [1] Group 2 - The acquisition will occur in two steps: the first step involves an agreement transfer of 65,529,900 shares (29.99% of total shares) for 1.161 billion yuan, and the second step is a tender offer for 28,450,000 shares (13.02% of total shares) for approximately 504 million yuan [2] - After the completion of both steps, UBTECH's shareholding will increase to 43%, with a total cost of about 1.665 billion yuan, funded by internal resources [2] - An earnings guarantee mechanism is established, where Fenglong's original shareholders commit to a cumulative net profit of no less than 45 million yuan from 2026 to 2028, with cash compensation if the target is not met [2] Group 3 - There is speculation in the market regarding UBTECH's intention to "backdoor list" through Fenglong, but the company has clarified that there are no plans for asset restructuring or backdoor listing in the near term [3] - UBTECH has faced continuous losses, including a projected loss of 1.124 billion yuan in 2024, which poses a barrier to traditional backdoor listing [3] Group 4 - The acquisition is part of UBTECH's strategy to strengthen its industrial chain and respond to market competition, aiming to enhance its core competitiveness [4] - UBTECH has received nearly 1.4 billion yuan in orders this year, with a monthly production capacity of over 300 units for the Walker S2 robot, but faces challenges in supply chain stability [4] - Fenglong's experience in precision manufacturing and existing production capacity can complement UBTECH's capabilities, helping to reduce production costs and accelerate delivery [4] Group 5 - Industry insiders note that Fenglong currently has a high price-to-earnings ratio, but its profitability is expected to be stronger than UBTECH's in the short term [5] - UBTECH is facing intense competition from emerging companies like Zhiyuan and Yuzhu, which are rapidly advancing in the market [5] - UBTECH recently completed its sixth placement after going public, raising a net amount of 3.056 billion Hong Kong dollars, with 75% of the funds earmarked for investments or acquisitions in the industrial chain [5]