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].