Having spent 2.1 billion yuan, Zhipu has stolen the limelight from Unitree.
News about embodied intelligence companies has been coming in thick and fast, like firecrackers going off during the Spring Festival -
On the morning of July 7th, Xingdong Jiyuan announced the completion of nearly 500 million yuan in Series A financing.
On the afternoon of the 7th, DeepCloudAI disclosed the completion of a new round of financing worth hundreds of millions of yuan.
On the morning of the 8th, Xiaoyu Zhizao announced that it had obtained over 100 million yuan in Series A+ financing.
On the afternoon of the 8th, Tashi Zhihang completed 122 million US dollars in Angel+ round financing.
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However, the capital market is the most realistic. Since it only focuses on the leading players, although these financing news have been "dominating the screens" recently, what the public may be most concerned about is whether Unitree Technology, which has just completed its shareholding system reform, is just one step away from going public. I've also heard that Unitree plans to list on the Science and Technology Innovation Board before 2026.
Until last night, the biggest news broke - Shangwei New Materials, a listed company on the Science and Technology Innovation Board, announced that Zhipu Robotics will acquire approximately 67% of the company's shares. The controlling shareholder will change to Zhipu Hengyue, and Deng Taihua will become the actual controller of Shangwei New Materials. Although Zhipu has been emphasizing that this acquisition is not a backdoor listing, but "acquiring the controlling stake of a listed company through the 'agreement transfer + voluntary tender offer' method, which does not constitute a backdoor listing as defined in the 'Measures for the Administration of Major Asset Reorganizations of Listed Companies'."
However, this "shell" is not something Zhipu can borrow at will. According to the "Review Rules for Major Asset Reorganizations of Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange", for a Science and Technology Innovation Board company to implement a backdoor listing, the target asset needs to meet at least two explicit financial conditions: the net profit for the past two years is positive and the cumulative net profit is not less than 50 million yuan; the operating income for the past year is not less than 300 million yuan, and the cumulative net cash flow from operating activities for the past three years is not less than 100 million yuan. As an embodied intelligence company that has only been established for two years, although it may have money, it is a bit difficult to meet these financial requirements.
But in the capital market, it's all about imagination. As soon as Shangwei New Materials resumed trading, it hit a 20% daily limit. With a valuation of 15 billion yuan, being the hottest investment track, and the bonus window period of the merger and acquisition transaction, Zhipu's "blitzkrieg" has attracted particular attention. While the market is still speculating about which of the leading players will be the first to ring the bell, Deng Taihua and Peng Zhihui have given a different answer.
Acquire the controlling stake of a listed company for 2.1 billion yuan
In May this year, Zhipu Robotics posted two job openings on a recruitment platform, one for a securities affairs supervisor and the other for a legal affairs director, both for listing services. At that time, the market speculated that Zhipu's IPO was not far off, and it was most likely to be listed on the Hong Kong Stock Exchange. Now the answer is finally revealed: the listing is indeed not far off. However, the destination is not the Hong Kong Stock Exchange, and the path is also different from what everyone thought. It's not an IPO, but an acquisition of the controlling stake of a listed company on the A-share Science and Technology Innovation Board.
Last night, Shangwei New Materials announced that Zhipu Robotics' shareholding platform will acquire 69.99% of Shangwei New Materials' shares for a total of 2.1 billion yuan. The transaction plan is divided into two parts.
Part One: Agreement transfer.
The shareholding platform Zhipu Hengyue will acquire 101 million shares held by SWANCOR Samoa, the controlling shareholder of Shangwei New Materials, accounting for 24.99% of the total share capital.
The shareholding platform Zhiyuan Xinchuang Partnership will acquire 2.4009 million shares from SWANCOR Samoa, accounting for 0.6%, and 17.7673 million shares from Goldwind Investment Control, accounting for 4.40%.
After the completion of the three agreement transfers, the Zhipu Group will hold 29.99% of the listed company's shares. The transfer price per share is 7.78 yuan, and the total consideration for the share transfer is 941 million yuan.
Part Two: Tender offer.
Zhipu Hengyue and its affiliated parties will increase their holdings by 149 million shares through a tender offer, accounting for 37% of the total share capital. The transaction price is 7.78 yuan per share, and the maximum acquisition price is 1.16 billion yuan. After the completion of the transaction, Zhipu Hengyue and Zhiyuan Xinchuang will hold a total of 66.99% of the shares.
After the completion of the transaction, the actual controller of the company will become Deng Taihua, the founder of Zhipu Robotics. The original shareholders of Shangwei New Materials have promised to waive the voting rights of all the shares they hold in the listed company.
There are two points worth noting in the above transaction. Firstly, 49.5% of the shareholding platform Zhipu Hengyue is subscribed by "Zhipu Yingfeng", a wholly-owned subsidiary of Zhipu Robotics. This creates a layer of isolation between Zhipu Robotics and the listed company, allowing for flexibility in the future. In addition, Zhipu executives such as Deng Taihua and Peng Zhihui have invested 49.5% of the shares in Zhipu Hengyue through Hengyue Dingfeng, leaving the remaining 50% for important industrial partners and cooperation parties in the future. This part corresponds to the 149 million shares in the tender offer. The part of the equity that Zhipu directly purchases with cash is 101 million shares, accounting for 24.99% of Shangwei New Materials' shares.
Secondly, Zhipu's choice to acquire 66.99% of the shares also has its reasons. This shareholding ratio achieves absolute control of the listed company while also avoiding strict supervision of backdoor listings. Shangwei New Materials has not issued new shares, but only transferred the controlling stake.
According to the "Measures for the Administration of Major Asset Reorganizations of Listed Companies" revised in 2016, a backdoor listing requires a dual recognition standard of "change of controlling rights + any one of the five indicators (assets/revenue/net profit/net assets/share capital) exceeding 100%". And a shareholding of approximately 67% is lower than the 100% share capital indicator. So Zhipu Robotics' current capital operation is indeed not a backdoor listing, but simply the purchase of a listed company.
Zhipu also disclosed in the "Detailed Report on Changes in Equity Interests" that within the next 12 months, it will not change the listed company's main business, nor will it sell, merge, etc. the company's assets and business. But what about after 12 months? The answer is self-evident.
Has completed 9 rounds of financing, and the person in charge is a former Huawei veteran
The "Detailed Report on Changes in Equity Interests" also disclosed that for the 941 million yuan part of the 2.1 billion yuan merger through agreement transfer, the funds should all come from Zhipu's own funds. For the 1.16 billion yuan part of the tender offer, the founders and core executives such as Deng Taihua and Peng Zhihui will also contribute more than half. Therefore, on the one hand, Zhipu has taken the majority of the "cake" in this transaction, and on the other hand, it has also left some room for other parties. This acquisition mainly comes from Zhipu and its executives' own funds. Although the report does not show how much cash Zhipu currently has on hand, looking at its past financing history, it is clear that it is not short of money.
Source: Compiled from business registration information
In the second half of 2022, when Zhipu Robotics was still in the planning stage, Hillhouse Capital Group made a seed-round investment in it, and Miracle Plus also participated in the first-round investment during the same period. Since its official establishment in 2023, Zhipu Robotics has completed 9 rounds of financing. In just one round of financing at the end of 2023, it received an investment of over 600 million yuan, and at that time, the company had been established for less than a year. Among the 9 rounds of financing, there are many big names, including top US-dollar institutions such as Hillhouse Capital Group, CDH Investments, Gao Rong Capital, Matrix Partners China, BlueRun Ventures, and Sequoia Capital China, as well as industrial parties such as BYD, Largan Precision, Shangqi Capital, Baidu, ISoftStone, and Wolong Electric Drive.
As of March this year, Zhipu Robotics had mass-produced and delivered 1,000 products. According to Yao Maoqing, the executive dean of the Zhipu Robotics Research Institute and the president of the Embodied Business Department, Zhipu plans to sell 4,500 units of the Expedition A2 and about 2,000 units of the Lingxi series in 2025. Although the official has not disclosed the specific prices of these products, Wei Qiang, the president of the Lingxi business line, disclosed in a report in "Venture Capital Think Tank" that the price range of the Lingxi X2 is "between 100,000 and 300,000 to 400,000 yuan". If the above sales plan can be successfully completed, it will also be a substantial source of income.
Zhipu Expedition A2 Interactive Service Robot
In addition, there is a unique strategy hidden in the above investment history: the cooperation between financial investors, industrial investors, and Zhipu Robotics is not just about investment. They have also established several joint ventures.
For example, Zhipu Robotics and ISoftStone jointly established ISoftStone Tianqing Robotics at the end of last year. In March this year, it also jointly established Hill Robotics with Wolong Electric Drive. Hillhouse Capital Group also jointly established Shanghai Lingzhi Xinchuang Enterprise Management Partnership (Limited Partnership) with Zhipu Robotics. In addition, Zhipu Robotics has also established joint ventures with companies such as Dongyangguang, Fuling Precision Industry, Lens Technology, and Junpu Intelligent, with its shareholding ratio ranging from 5% to 20%.
These actions make Zhipu Robotics look less like a startup - it is quickly allying with listed companies, as if it wants to become a platform company providing basic technologies, rather than just a robot manufacturing company. Another piece of evidence is that in March this year, Zhipu Robotics released the Zhipu Qiyuan large model GO-1. This base model can not only accelerate the learning ability of Zhipu's robots but also support deployment on different robot bodies and continue to evolve in actual use.
Imagine that in the future, traditional manufacturing companies and automobile companies are all producing humanoid robots, but the "soul" of these robots all comes from Zhipu's model, and even the product design and planning are handled by Zhipu Robotics. Does this strategy sound familiar?
Yes, whether it's the lightning-fast acquisition of a listed company or the ambition to become a platform company for robots, it is all closely related to the Huawei-affiliated person in charge who emerged in April this year.
In April this year, Zhipu Robotics completed a business registration change, and the company's legal representative was changed from Shu Yuanchun to Deng Taihua. Deng Taihua also serves as the chairman and CEO of Zhipu Robotics.
Friends familiar with Huawei will not be unfamiliar. Deng Taihua is the former vice president of Huawei and the former president of the Computing Product Line. He worked at Huawei for more than 20 years. Around 2017, he was an important promoter of Huawei's 5G project. After 2020, he was also involved in projects such as Huawei's Kunpeng, Ascend, and Euler. As a veteran of Huawei, he not only has a deep understanding of technology but also has rich industrial resources in the industry. He is also very proficient in ecological and legion-style strategies.
In addition, Deng Taihua has a close relationship with Peng Zhihui. Peng Zhihui was previously a full-stack R & D engineer in Huawei's Ascend Computing Product Line, while Deng Taihua led the construction of the Ascend AI computing ecosystem. Moreover, Deng Taihua is Peng Zhihui's senior alumnus. Peng Zhihui graduated from the School of Life Science and Technology and the School of Information and Communication Engineering of the University of Electronic Science and Technology of China for his undergraduate and postgraduate studies respectively. Deng Taihua also graduated from the University of Electronic Science and Technology of China, an alumnus of the School of Information and Communication Engineering in the class of 1995. The Paper once reported that Deng Taihua was not a latecomer to Zhipu Robotics but had been the behind-the-scenes leader since the end of 2022. The two have been planning the Zhipu Robotics project since the end of 2022.
In 2017, when Deng Taihua was still at Huawei promoting the 5G business, he told the media, "Be practical and innovative without waiting. The success of 5G starts now." Now, this statement is also very appropriate for embodied intelligence. As an emerging field in artificial intelligence, embodied intelligence is in a critical transition period from technological exploration to scenario implementation. The support of capital is essential, and the game may also start to change with Zhipu's current capital operation. If you still follow the old model of doing business and generating revenue for an IPO, it's okay. But if everyone is talking about technological innovation, isn't innovation at the capital level also innovation? Of course, it can be.
This article is from the WeChat official account "China Venture Capital", author: Yang Boyu. Republished by 36Kr with permission.