在这一背景下，开普云对金泰克存储业务的收购，标的资产2024年营收达23.66亿元，是开普云的近4倍 。若交易完成，将迅速提升上市公司业绩。 近日，开普云发布公告称，正在推进发行股份及/或支付现金的方式收购深圳市金泰克半导体有限公司 （以下简称"金泰克"）或其存储业务资产的控制权。 这笔交易预计构成重大资产重组和关联交易，但公司坚称"不构成重组上市"。然而，"不构成重组上 市"的声明，因实际控制人汪敏转让20.73%股份而显得模糊。 规避借壳疑云 公告显示，开普云的控股股东、实控人汪敏及其一致行动人拟向深圳金泰克实控人李创锋控制的企业转 让上市公司20.73%股份，总转让价款为7.37亿元，加深股权绑定。 有投资者质疑，李创锋控制的上市公司股权升至20.73%（发行股份收购后可能会更高），汪敏一方 （汪敏及其一致行动人）所持有的股份降至36.13%，股差距将缩小至15%左右，未来李创锋是否会实控 开普云，完成金泰克的借壳上市？ 开普云的业绩数据显示，公司在经历2022年的业绩巅峰后，已连续两年出现净利润下滑。2023年和2024 年，公司净利润分别为4115.38万元和2058.68万元，同比下降58.02% ...

Core Viewpoint - The acquisition of controlling stake in Fenglong by UBTECH raises questions about whether it is a trend-following arbitrage or a necessity for new financing platforms due to cash shortages. UBTECH is currently in a state of continuous losses and relies heavily on external financing channels for growth [1][12]. Acquisition Details - UBTECH acquired a 29.99% stake in Fenglong through a "share transfer agreement + partial tender offer" for a total cost of approximately RMB 1.161 billion [3][4]. - The partial tender offer involves acquiring an additional 13.02% of shares at the same price of RMB 17.72 per share, bringing UBTECH's total stake to 43% after the completion of the acquisition [4][5]. Regulatory Context - The acquisition structure was designed to avoid triggering a mandatory tender offer, which would require more stringent regulatory compliance and could increase costs [6]. - According to the revised regulations, acquiring more than 30% of a listed company requires a tender offer for the excess shares, which UBTECH strategically avoided by structuring the deal in two steps [6]. Financial Condition of UBTECH - UBTECH has reported continuous losses from 2022 to 2024, with net profits of approximately -RMB 9.87 billion, -RMB 12.65 billion, and -RMB 11.6 billion respectively, indicating a significant cash flow issue [13][15]. - The company has a limited cash reserve of RMB 1.181 billion, which raises concerns about how it will finance the acquisition, given the total cost exceeds RMB 1.612 billion [15]. Strategic Rationale - UBTECH's acquisition of Fenglong is seen as a strategic move to enhance its supply chain capabilities and manufacturing strengths, particularly in the field of humanoid robots [16]. - The partnership aims to leverage UBTECH's technological advantages in humanoid robotics alongside Fenglong's established manufacturing and supply chain expertise, facilitating further industrial integration [16].

出品：新浪上市公司研究院 7月30日晚，东杰智能发布公告，公司于2025年7月30日收到控股股东淄博匠图恒松控股有限公司（简 称"淄博匠图"）的告知函，淄博匠图控股股东淄博展恒鸿松股权投资基金合伙企业（有限合伙）的有限 合伙人淄博市财金控股集团有限公司拟将其持有的淄博展恒99%的基金份额进行转让，该事项可能导致 公司实际控制人发生变动。 8月26日，东杰智能再次公告，淄博财金与海南鹤平签署了《基金份额转让协议》，淄博财金拟将其持 有的淄博展恒99%的基金份额转让给海南鹤平，交易价格为16.2亿人民币，海南鹤平同意受让。本次交 易完成后，淄博匠图持有的公司股份数量不变，公司控股股东仍为淄博匠图。公司实际控制人由淄博市 财政局变更为自然人韩永光。同时，韩永光当选为东杰智能董事长。 至此，我们疑惑的是，为何韩永光采取先控股后注入，且不控股标的资产。 规避借壳上市？先控股后注入 此次借壳标的属于公司实控人韩永光持股标的。公司实际控制人、董事长韩永光先生仅间接持有遨博智 能7.1681%的股份。此次交易构成关联交易。 需要指出的是，此次实控人韩永光资本运作采取了先控股后资产注入的策略。 文/夏虫工作室 核心观点：遨博智 ...

Core Viewpoint - The acquisition of Fenglong shares by UBTECH raises questions about whether it is a trend-following arbitrage or a necessity for new financing platforms due to cash shortages. UBTECH is currently in a continuous loss state and relies heavily on external financing channels for growth [1][18]. Group 1: Acquisition Details - UBTECH acquired control of Fenglong through a combination of "agreement transfer + partial tender offer" [1][20]. - The first step involved UBTECH acquiring 29.99% of Fenglong's shares at a price of RMB 17.72 per share, totaling approximately RMB 1.161 billion [3][21]. - The second step included a partial tender offer for an additional 13.02% of shares at the same price, bringing UBTECH's total stake to 43% [4][22]. Group 2: Financial Context - UBTECH's financial performance shows a trend of increasing revenue but persistent losses, with projected revenues of approximately RMB 10.08 billion, RMB 10.56 billion, and RMB 13.05 billion from 2022 to 2024, respectively, and net losses of RMB -9.87 billion, RMB -12.65 billion, and RMB -11.6 billion during the same period [14][36]. - The company reported cash on hand of only RMB 1.181 billion, indicating a significant funding gap for the acquisition, which cost over RMB 1.612 billion [16][38]. Group 3: Strategic Considerations - UBTECH's acquisition aims to enhance its industrial chain layout and strengthen its core competitiveness by leveraging Fenglong's manufacturing and supply chain capabilities [35][40]. - The acquisition is seen as a strategic move to complement UBTECH's focus on humanoid robots with Fenglong's expertise in precision manufacturing and established customer base [35][40]. Group 4: Market Implications - The transaction has sparked discussions about the potential for UBTECH to pursue a backdoor listing in the A-share market, although its current financial losses may complicate this path [7][25]. - The recent trend of robotics companies acquiring control of listed firms has created notable arbitrage opportunities in the market, as seen in other similar transactions [10][32].

长江商报消息 ●长江商报记者 徐佳 短短两个月时间，德力股份（002571.SZ）易主发生巨变。 日前，德力股份披露，公司拟向辽宁翼元航空科技有限公司（以下简称"翼元航空"）定增募资不超过 8.85亿元。以本次发行成功为前提，德力股份控股股东、实控人施卫东拟放弃其持有上市公司全部股份 对应的表决权。 以本次发行成功为前提，德力股份的控股股东、实控人施卫东拟放弃其持有上市公司全部股份对应的表 决权。 不仅如此，为巩固翼元航空控制权地位，在股票登记完成之日起18个月内，施卫东拟通过集中竞价交 易、大宗交易或者协议转让等方式调整其持股结构，使施卫东及其一致行动人（如有）合计持股比例低 于翼元航空，确保翼元航空取得第一大股东地位。 此后，施卫东将继续根据市场情况及相关法律法规，进一步调整持股结构，协助翼元航空巩固其对上市 公司的控制地位。 本次发行前，施卫东直接持有上市公司31.68%股份。发行完成之后，施卫东的持股比例下降至 24.37%，拥有表决权比例为0。翼元航空则将持有上市公司23.08%股份，且拥有表决权的比例为 23.08%。 至此，德力股份的控股股东将变更为翼元航空，实际控制人将变更为王天重、徐庆华。 ...

Core Viewpoint - A significant acquisition wave led by technology companies in the A-share market has commenced, highlighted by the acquisition of approximately 43% of shares in Fenglong Co., Ltd. by UBTECH Robotics through a combination of agreement transfer and tender offer [1][2]. Summary by Sections Acquisition Details - UBTECH plans to acquire 43% of Fenglong's shares at a price of 17.72 CNY per share, which represents a 10% discount from the pre-suspension price of 19.68 CNY, totaling approximately 1.665 billion CNY [2][8]. - Following the announcement, Fenglong's shares hit the daily limit up, closing at 21.65 CNY, with a total market capitalization of 4.731 billion CNY [2][4]. Control and Strategy - The acquisition strategy involves a two-step process, where UBTECH first acquires 29.99% of shares through an agreement transfer, avoiding the obligation for a full tender offer [7][8]. - The second step includes a partial tender offer for an additional 13.02% of shares, maintaining the same price of 17.72 CNY per share [7][8]. Future Listing Considerations - There are speculations about UBTECH potentially using Fenglong as a vehicle to return to the A-share market; however, current regulations and the company's financial status make this unlikely in the short term [10][12]. - UBTECH has not achieved profitability, which is a requirement for a reverse merger to qualify for A-share listing [12]. Industry Context - The acquisition reflects a trend where technology companies seek control of stable A-share companies to leverage their manufacturing capabilities and market presence [16][17]. - Fenglong's established manufacturing capabilities in garden machinery and automotive components may provide synergies with UBTECH's focus on humanoid robotics, enhancing the potential for industry integration [16][17]. Financial Strategy - The acquisition will be funded through UBTECH's own capital, including cash reserves and proceeds from a recent placement of 3.056 billion HKD, with plans to allocate a significant portion for mergers and investments in the robotics sector [17].

Core Viewpoint - The acquisition of approximately 43% of shares in Fenglong Co., Ltd. by UBTECH Robotics, known as the "first humanoid robot stock," marks a significant transaction in the A-share control acquisition wave led by technology companies. The total consideration for this acquisition amounts to 1.665 billion yuan, with a share price of 17.72 yuan, reflecting a 10% discount from the pre-suspension price of 19.68 yuan [1][5][6]. Group 1 - The acquisition strategy involves a combination of "agreement transfer + partial tender offer," which cleverly avoids the requirement for a full tender offer, making it a less costly and more feasible approach for gaining control [3][5]. - The first step of the acquisition includes an agreement to transfer 65.53 million shares (29.99% of total shares) from the controlling shareholder to UBTECH at a price of 17.72 yuan per share, totaling 1.161 billion yuan [5][6]. - Following the agreement transfer, UBTECH will issue a partial tender offer for an additional 28.45 million shares (13.02% of total shares) at the same price, further solidifying its control over Fenglong [5][6]. Group 2 - There is speculation about whether UBTECH could leverage this acquisition to return to the A-share market; however, current regulatory policies suggest that this is unlikely due to the company's financial status and the requirements for a successful backdoor listing [3][8][9]. - UBTECH's financial situation shows that it has not yet turned a profit, which complicates the possibility of a backdoor listing through Fenglong, making an independent IPO on the Shenzhen Stock Exchange a more viable option [8][9]. - The acquisition is not merely a shell transaction; it aims to create synergy between UBTECH's humanoid robotics business and Fenglong's established manufacturing capabilities, potentially enhancing operational efficiency and market competitiveness [13][14]. Group 3 - The acquisition is funded entirely by UBTECH's own capital, including cash reserves and proceeds from a recent placement of 3.056 billion HKD, with plans to use a significant portion for mergers and acquisitions in the robotics industry [15]. - The strategic rationale behind this acquisition is to utilize Fenglong as a financing platform and to facilitate the integration of UBTECH's technology with Fenglong's manufacturing capabilities, thereby enhancing both companies' growth prospects [12][14].

Core Viewpoint - A significant acquisition wave led by technology companies in the A-share market has commenced, highlighted by UBTECH's announcement to acquire approximately 43% of the shares of Fenglong Co., Ltd. through a combination of agreement transfer and partial tender offer, with a total consideration of 1.665 billion yuan [1][7]. Group 1: Acquisition Details - UBTECH plans to acquire 65.53 million shares of Fenglong, representing 29.99% of the total share capital, at a price of 17.72 yuan per share, totaling 1.161 billion yuan [4][5]. - Following the agreement transfer, UBTECH will issue a partial tender offer for an additional 28.45 million shares, representing 13.02% of the total share capital, at the same price of 17.72 yuan per share [4][5]. - The total expenditure for the acquisition is expected to be 1.665 billion yuan, enhancing UBTECH's control over Fenglong [7]. Group 2: Market Implications - The acquisition has sparked speculation about UBTECH's potential return to the A-share market, although regulatory policies suggest that this may not be feasible [1][10]. - UBTECH's strategy mirrors previous acquisitions in the sector, utilizing agreement transfers and partial tender offers to secure control at a lower cost [2][4]. - The transaction is not merely a shell acquisition; it aims to create synergy between UBTECH's robotics focus and Fenglong's manufacturing capabilities, which include precision manufacturing and a mature supply chain [11][12]. Group 3: Future Prospects - UBTECH's current financial status does not meet the requirements for a backdoor listing through Fenglong, as it has not achieved profitability [10]. - An independent IPO on the Shenzhen Stock Exchange may be a more viable option for UBTECH, given its market capitalization and revenue projections [10][12]. - The acquisition is funded through UBTECH's own capital, including proceeds from a recent placement aimed at supporting mergers and investments in the robotics industry [13].

Core Viewpoint - The stock of China High-Tech (SH600730) experienced significant volatility following the announcement of a new controlling shareholder, with a sharp decline in share price after a period of rapid increase, raising concerns about the new shareholder's intentions and the company's future direction [1][3][4]. Group 1: Stock Performance - China High-Tech's stock price rose over 20% in the three trading days prior to its suspension, but after resuming trading on December 22, it hit the daily limit down and continued to decline, closing down 8.61% on December 24 [1][3]. - The stock price increased from 6.07 yuan per share on January 2 to 15.91 yuan per share by December 12, marking a cumulative increase of 163% [3]. Group 2: New Controlling Shareholder - The new indirect controlling shareholder, Changjiang Semiconductor, has only acquired the upper equity of China High-Tech without injecting any assets into the company, leading to skepticism about its intentions [2][8]. - Changjiang Semiconductor was established just a month prior to the acquisition and has no operational history, which raises questions about its capability to enhance China High-Tech's business [4][5]. Group 3: Market Reactions and Future Prospects - Investors are concerned that the new shareholder is merely "buying a platform" rather than bringing in valuable assets, which could affect the company's long-term growth [2][8]. - The potential for asset injection from Changjiang Semiconductor is a key focus, as it holds significant semiconductor project reserves, which could provide operational opportunities in the future [2][8]. Group 4: Financial Performance of China High-Tech - China High-Tech's financial performance has been underwhelming, with revenues remaining below 160 million yuan since 2018 and a reported revenue of 63 million yuan in the first three quarters of 2025, down 34.74% year-on-year, alongside a loss of approximately 13.76 million yuan [9]. - The value of China High-Tech's "shell" is considered to lie in its cash reserves and real estate, rather than its revenue, making it an attractive acquisition target for Changjiang Semiconductor [9].

中国高科复牌后，股价已遭遇两个跌停。 12月12日晚间，由于筹划控制权变更，中国高科宣布停牌。12月19日晚间，中国高科披露，公司间接控 股股东新方正控股发展有限责任公司(以下简称新方正集团)与湖北长江世禹芯玑半导体有限公司(以下简 称长江半导体)签署了股权转让协议，约定新方正集团向长江半导体转让其所持有的方正国际教育咨询 有限责任公司(以下简称方正国际教育)100%股权。 若上述股权转让完成，长江半导体将成为中国高科的间接控股股东，中国高科的实际控制人将变更为东 阳市国有资产监督管理办公室、孙维佳、梁猛、贺怡帆、曹龙，股权转让交易价款为12亿元。 《每日经济新闻》记者查询发现，上述筹划控制权变更的公告发布前，中国高科在3个交易日内(12月10 日至12日)收盘价格涨幅偏离值累计超过20%。此外，2025年1月2日至12月12日(筹划本次"易主"停牌前1 个交易日)，中国高科的股价从6.07元/股(1月2日开盘价)涨至15.91元/股，累计上涨163%。 "易主方案"出炉后，中国高科股价为何又连续遭遇跌停？ 停牌前3个交易日涨超20%，停牌5个交易日后，"易主方案"出炉，中国高科（600730）(SH6007 ...