Under the trend of "reverse shell," the first humanoid robot stock in Hong Kong is extending its reach back to the A-share market.

On the evening of December 24, UBTECH ROBOTICS (9880.HK) announced that it plans to acquire 43% of the shares of Shenzhen Stock Exchange-listed Fenglong (002931.SZ) through a combination of "agreement transfer + tender offer," with a total consideration of approximately RMB 1.665 billion.

After the transaction is completed, UBTECH ROBOTICS will become the controlling shareholder of Fenglong, and its chairman of the board, executive director, and CEO Zhou Jian will become the actual controller of Fenglong. Zhou Jian is currently also the single largest shareholder of UBTECH ROBOTICS, holding a direct stake of 20.61%.

UBTECH ROBOTICS stated that it will not change the main business of Fenglong and will promote the industrialization of humanoid robot technology in the future by leveraging its manufacturing capabilities. The acquisition is strategically aligned with the long-term goals of both parties and can create synergies to accelerate the development and commercialization of humanoid robots.

This is also a significant merger in the robotics and AI field of China's capital market in 2025, following Zhiyuan Robotics' acquisition of Shangwei New Materials (688585.SH), Zhonghao Xinying's acquisition of Tianpu Shares (605255.SH), Qiteng Robotics' controlling stake in Shengtong Energy (001331.SZ), and Dongjie Intelligent's pursuit of acquiring Aobo Intelligent.

The market has shown high premium enthusiasm for the "traditional industry + AI" restructuring model. As of December 24, after the acquisition news was released, the stock prices of Shangwei New Materials, Tianpu Shares, and Shengtong Energy have increased by 1032.39%, 488.50%, and 155.8%, respectively (Dongjie Intelligent has been suspended since the announcement of its pursuit of Aobo Intelligent).

1.665 billion, opening up the financing channel for A-shares

Similar to Zhiyuan Robotics' acquisition of Shangwei New Materials, UBTECH ROBOTICS also adopts "agreement transfer + tender offer + waiver of voting rights" in its "H eats A" strategy.

According to the announcement, Fenglong's controlling shareholder Chengfeng Investment and its concerted actors Dong Jiangang, Fengchi Investment, and Li Caixia signed an agreement with UBTECH ROBOTICS, stipulating that Chengfeng Investment will transfer a total of 65.529 million unrestricted circulating shares of the listed company (accounting for 29.99% of the total share capital of the listed company) and all corresponding shareholder rights and interests to UBTECH ROBOTICS.

Subsequently, UBTECH ROBOTICS and/or its designated entities will issue a partial tender offer to all shareholders of the listed company except for the transferee, with the number of shares to be acquired in the tender offer being 28.45 million shares (accounting for 13.02% of the total share capital of the listed company). The original actual controller has committed to waive the voting rights of 13.01% of the shares. After the transaction is completed, UBTECH ROBOTICS' shareholding ratio will reach 43%, with a total consideration of approximately RMB 1.665 billion.

UBTECH ROBOTICS' offer price is RMB 17.72 per share, which is about a 10% discount compared to the price of RMB 19.68 before Fenglong's suspension. For a technology company like UBTECH ROBOTICS, which is still in a loss-making state, RMB 1.665 billion is already more than its annual revenue What did it acquire?

First, there is the possibility of vertical integration of the industrial chain. Fenglong's main business is garden machinery components such as lawn mower parts, automotive components, and hydraulic control systems. Its core assets lie in mature precision manufacturing capabilities and supply chain systems. Through the acquisition, UBTECH ROBOTICS can quickly gain manufacturing capabilities for core hardware such as motor components and actuators without building factories from scratch.

More importantly, it has opened up the financing channel for A-shares. Although UBTECH ROBOTICS is already listed on the Hong Kong stock market, with the latest stock price at HKD 109.5 per share and a market value of approximately HKD 55.12 billion, the liquidity in the Hong Kong market is relatively scarce, and the valuation is low. In contrast, the A-share market has an almost fervent willingness to pay a premium for new productive forces.

The liquidity and valuation of the Hong Kong stock market are not as good as those of the A-share market. After the acquisition is completed, UBTECH ROBOTICS can leverage its mature logistics and educational robotics business to release performance in the A-share market. More importantly, it has gained a high-valuation financing platform.

Losses Narrowed, but Anxiety Remains

UBTECH ROBOTICS's move at this time is related to its current situation. Although it holds the title of "the first humanoid robot stock" in the Hong Kong market, in fact, against the backdrop of the rapid rise of unicorns like Yushu Technology and Zhiyuan Robotics, the scarcity of UBTECH ROBOTICS is being diluted.

On the other hand, UBTECH ROBOTICS still cannot generate independent cash flow. According to financial reports, from 2022 to 2024, UBTECH ROBOTICS achieved operating revenues of approximately CNY 1.008 billion, CNY 1.056 billion, and CNY 1.305 billion, respectively; net profits of approximately -CNY 987 million, -CNY 1.265 billion, and -CNY 1.16 billion, respectively. In the first half of 2025, revenue was CNY 621 million, a year-on-year increase of 27.5%; net loss was CNY 439 million, which narrowed compared to a loss of CNY 530 million in the same period last year, but the loss figure is already close to half of its cash and cash equivalents of CNY 1.157 billion.

In less than two years since its listing, UBTECH ROBOTICS has completed six rounds of stock placements. Recently, UBTECH ROBOTICS just completed a placement financing of HKD 3.109 billion, and the company stated that approximately HKD 2.3 billion would be specifically used for industrial chain mergers and acquisitions.

In contrast, Fenglong's business, while not new, is stable with a recent surge in profits. From 2022 to 2024, Fenglong achieved operating revenues of approximately CNY 587 million, CNY 433 million, and CNY 479 million, respectively; net profits attributable to shareholders of approximately CNY 48.5924 million, -CNY 7.0402 million, and CNY 45.929 million, respectively. In the first three quarters of 2025, Fenglong's operating revenue was approximately CNY 373 million, a year-on-year increase of 9.47%; corresponding net profit attributable to shareholders was approximately CNY 21.5185 million, a year-on-year increase of 1714.99%.

2025, the "Year of Mergers and Acquisitions" for Robot Companies

Since the beginning of this year, influenced by both policy encouragement for mergers and acquisitions and tightening of IPOs, "hard tech" companies with technological advantages but lacking listing channels have chosen to enter the A-share market through acquisitions of listed companies. Such cases of "reverse mergers" or "industrial acquisitions" are particularly concentrated in the robotics and AI fields In November, the humanoid robot unicorn ZhiYuan Robotics, established only two years ago, gained control of the Sci-Tech Innovation Board company Shangwei New Materials through a share transfer agreement. In the same month, the special robot company Qiteng Robotics announced a similar path to take over Shengtong Energy. The intelligent logistics equipment company Dongjie Intelligent also announced the acquisition of a controlling stake in collaborative robot Aobo Intelligent and raised matching funds.

These cases point to a trend: the era of simply telling stories in China's humanoid robot industry is nearing its end, and the next stage will focus on competition in production capacity, capital, and integration capabilities.

Fenglong shares were suspended from trading on December 18, with a stock price of 19.68 yuan per share before the suspension, giving it a total market value of 4.3 billion yuan. On the evening of December 24, after the acquisition news was released, the stock forum of UBTECH ROBOTICS was filled with eager investors, and even the forums for Shengtong Energy and Dongjie Intelligent were buzzing with excitement.

On December 25, Fenglong shares opened and immediately hit the daily limit, with a stock price of 21.65 yuan, bringing its total market value to 4.731 billion yuan.

Tencent Finance

Risk Warning and Disclaimer

The market has risks, and investment requires caution. This article does not constitute personal investment advice and does not take into account the specific investment goals, financial situation, or needs of individual users. Users should consider whether any opinions, views, or conclusions in this article align with their specific circumstances. Investment based on this is at one's own risk