Zhiyuan Robotics acquires a listed company for 2.1 billion.

One and a half months after recruiting a supervisor for securities affairs, the star unicorn in embodied intelligence has chosen the path of "backdoor listing."

On the evening of July 8th, Shangwei New Materials, a company listed on the Science and Technology Innovation Board, issued multiple announcements, announcing its plan to transfer controlling rights. The acquirer is the entity behind Zhiyuan Robotics, founded by Peng Zhihui, also known as "Genius Teenager" from Huawei.

After the acquisition announcement was disclosed, Zhiyuan Robotics revealed externally that it has only completed the acquisition of the listed company, not a "backdoor listing," and there is no restructuring and listing involving business and major assets.

Affected by this news, at today's opening, Shangwei New Materials opened with a "20cm" limit up, reporting at 9.34 yuan per share, with a total market value of 3.767 billion yuan.

Founded less than two and a half years ago, Zhiyuan Robotics has completed nearly ten rounds of financing intensively, attracting well - known investors such as Tencent, JD.com, Baidu, BAIC, SAIC, Sequoia Capital, Hillhouse Capital, and Matrix Partners. Its valuation is rumored to be 15 billion yuan.

It should be noted that Zhiyuan Robotics has long been making external investments in the capital market. Now, spending a huge amount of money to acquire an A - share listed company is another example of its "deep pockets."

Spending 2.1 billion! Zhiyuan to acquire a listed company with a market value of 3 billion, holding 66.99% stake

As a new materials company, Shangwei New Materials' business and products are mainly involved in the wind power generation field. In 2024, the company's revenue was 1.494 billion yuan, a year - on - year increase of 6.73%; the net profit attributable to the parent company was 88.6814 million yuan, a year - on - year increase of 25.01%. In the first quarter of this year, the company's revenue was 369 million yuan, a year - on - year increase of 10.65%; the net profit attributable to the parent company was 22.5506 million yuan, a year - on - year increase of 22.26%.

The announcement issued by Shangwei New Materials shows that Zhiyuan Robotics' shareholding platform will spend 2.1 billion yuan to acquire 69.99% of the company's shares in two steps.

* Step 1: Agreement transfer

Shanghai Zhiyuan Hengyue Technology Partnership (Limited Partnership) (hereinafter referred to as: Zhiyuan Hengyue), a subsidiary of Zhiyuan Robotics, plans to acquire approximately 101 million unrestricted tradable shares and all corresponding shareholder rights and interests from SW ANCOR Samoa, a wholly - owned subsidiary of Shangwei Investment Control, accounting for 24.99% of the total number of Shangwei New Materials' shares.

At the same time, Shanghai Zhiyuan Xinchuang Technology Equipment Partnership (Limited Partnership) (hereinafter referred to as: Zhiyuan Xinchuang Partnership), an affiliated party of Zhiyuan Robotics, plans to acquire approximately 2.4 million shares from SW ANCOR Samoa, accounting for 0.60%, and approximately 17.7673 million shares from Goldwind Investment Control, accounting for 4.40%.

Through these three share transfer agreements, Zhiyuan Robotics will ultimately control 29.99% of Shangwei New Materials' shares. The transfer price per share is 7.78 yuan, and the total transaction price is 941 million yuan.

* Step 2: Tender offer

Based on the above agreement transfer, Zhiyuan Hengyue plans to further increase its stake in Shangwei New Materials through a partial tender offer. It plans to tender offer approximately 149 million shares, accounting for 37.00% of the total share capital of the listed company.

Relevant announcements show that the price of the above transaction is not lower than the share transfer price of this share transfer, and is determined to be 7.78 yuan per share (and will be adjusted according to the ex - rights and ex - dividend situation of the listed company's shares, if necessary). Based on this calculation, the acquisition price is 1.16 billion yuan.

After all transactions are completed, Zhiyuan Hengyue and Zhiyuan Xinchuang will hold a total of 66.99% of Shangwei New Materials' shares, with a total transaction amount of approximately 2.101 billion yuan. The actual controller of Shangwei New Materials will be changed to Deng Taihua, the actual controller, chairman, and CEO of Zhiyuan 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.

Zhiyuan Robotics disclosed in the "Detailed Report on Changes in Equity Interests" that within the next 12 months, it will not change the main business of the listed company, nor will it sell or merge the company's assets and business. However, what will happen after 12 months is "beyond words."

Valued at 15 billion! Zhiyuan is accelerating commercialization, with a shipment target of "thousands" this year

The acquisition of the listed company is closely related to Zhiyuan Robotics' frequent fundraising success and new commercialization progress with over a thousand units produced and offline.

Public information shows that in February 2023, Peng Zhihui, the former "Genius Teenager" from Huawei, founded Zhiyuan Robotics (Agibot) as a co - founder, aiming for "intelligent humanoid robots." It focuses on embodied intelligence, which was in the spotlight in 2023, and is committed to creating general embodied robot products and application ecosystems through the integrated innovation of AI and robots.

Just over half a year later, on August 18, 2023, Zhiyuan's embodied intelligent robot "RAISE A1" was officially launched. It is 175 cm tall, weighs 55 kg, has a maximum walking speed of 7 km/h, 49 degrees of freedom throughout the body, a total machine load - bearing capacity of 80 kg, and a maximum single - arm load of 5 kg. It not only resembles humans in form but also demonstrates strong capabilities in areas such as bipedal walking, intelligent tasks, and human - machine interaction.

Thanks to the charm of its founder and the rapid implementation of its products, Zhiyuan Robotics has attracted a lot of capital in the primary market: nine rounds of financing in less than two and a half years, and its latest valuation is reported to be 15 billion yuan.

Information from Tianyancha App shows that on May 22nd, the industrial and commercial change of Zhiyuan Robotics showed that JD.com and Shanghai Embodied Intelligence Fund were added as investors, and some old shareholders such as Sequoia Capital China, TCL Venture Capital, Wofu Venture Capital, and Shangqi Capital followed up with investments.

This is also just two months after a new round of financing for Zhiyuan Robotics in March this year, led by Tencent Investment, with Huajin Capital, Longcheer Technology, Wolong Electric Drive, Zhangjiang Science and Technology Investment, TCL Venture Capital, Huafa Group, and BlueRun Ventures following up.

To date, Zhiyuan Robotics has built a full - stack technology for robots "body + AI," with three major robot families: Expedition, Elf, and Lingxi. It has produced and offline more than 1000 general embodied robots.

On March 10th, Zhiyuan Robotics also released its first general embodied base model - Genie Operator - 1. It innovatively proposed the Vision - Language - Latent - Action (ViLLA) architecture, which enables learning from human videos, achieving rapid generalization with small samples, lowering the threshold of embodied intelligence, and has been successfully deployed on multiple robot bodies of Zhiyuan.

It should be noted that according to Jiemian News, Yao Maoqing, a partner of Zhiyuan Robotics and the president of the Embodied Intelligence Division, said in an interview on the same day that the company plans to maintain a shipment volume of thousands of robots this year, and the revenue will increase several times.

This article is from the WeChat public account "Direct Access to IPO," written by Wang Fei, and is published by 36Kr with authorization.