Several Key Questions about the Intelligence Yuan Acquisition Case | Krypton·Major Events

Author | Geng Chenfei

Editor | Song Wanxin

The first acquisition case of an embodied intelligence enterprise on the Science and Technology Innovation Board has emerged, attracting wide attention from the market.

On the evening of July 8th, Shangwei New Materials released an announcement stating that Zhiyuan Robotics will acquire at least 63.62% of the company's shares through its shareholding platform. Based on the acquisition price of 7.78 yuan per share, the total transaction value is approximately 2.1 billion yuan. If the transaction is completed, Shangwei New Materials will become the first company under a humanoid robot enterprise on the Science and Technology Innovation Board.

In the following seven trading days, Shangwei New Materials achieved seven consecutive daily limit-ups, continuously refreshing its stock price high. As of the close on July 17th, Shangwei New Materials closed at 27.89 yuan per share, and its market value soared by 8.112 billion yuan to 11.25 billion yuan.

Regarding this highly special transaction, there are still several key issues that need to be clarified.

01 Why set up a third-step voluntary tender offer when control has already been obtained?

According to the announcement, this transaction will be carried out in three steps.

First, Zhiyuan Robotics will acquire a total of 29.99% of the shares from Shangwei New Materials' shareholders through its self-established holding platforms, Zhiyuan Hengyue and Zhiyuan Xinchuang Partnership. Subsequently, the former controlling shareholder, SWANCOR Samoa and its related parties, will waive all voting rights.

After the completion of the equity transfer, Zhiyuan Hengyue also plans to conduct a tender offer to acquire 37% of Shangwei New Materials' total equity, with an amount of approximately 1.161 billion yuan. The former shareholder, SWANCOR Samoa, has pre-committed to accept this tender offer with its 33.63% of the shares.

Based on the information disclosed in the announcement, calculated based on the tender offer for 37% of the shares, the actual corresponding capital contributions of all parties in this acquisition are as follows:

Data source: Company announcement

Among them, Zhiyuan Robotics and the core team including Deng Taihua each hold 50% of the equity in Zhiyuan Hengyue. If the acquisition is fully completed and each shareholder contributes to Zhiyuan Hengyue in proportion to their shareholding, Zhiyuan Robotics will need to contribute 973 million yuan, while the management team including Deng Taihua, as well as important industrial parties and strategic cooperation partners, will need to contribute 1.13 billion yuan (including the 157 million yuan required by Zhiyuan Xinchuang Partnership).

Zhiyuan Robotics stated that all the funds for this tender offer come from the acquirer's self-owned funds and self-raised funds. Among them, the self-raised funds are mainly planned to be obtained through applying for merger and acquisition loans from banks.

However, in fact, after the completion of the first two steps, the actual controller of Shangwei New Materials has been changed to Deng Taihua, the CEO of Zhiyuan Robotics. Why still invest an additional 1.16 billion yuan, even through loans, to promote the tender offer?

The answer may be found in Shangwei New Materials' equity structure.

Data shows that the first major shareholder and its related parties of Shangwei New Materials hold nearly 80% of the shares in total. If only 29.99% of the equity is obtained through agreement transfer, even combined with the waiver of voting rights, Zhiyuan Robotics is still not the "major shareholder" in the true sense. Therefore, achieving absolute control through a tender offer is the basis for ensuring the smooth implementation of Zhiyuan Robotics' subsequent capital operations.

Jiang Zhou, a senior analyst at Jiayu Investment Management Partnership, also said: "Through a voluntary tender offer, allowing the former shareholders to exit as amicably as possible can ensure the integrity and stability of the acquisition."

02 Why set up a "stress-free" performance commitment?

In this transaction, a performance gambling clause commitment was set up: from 2025 to 2027, the net profit attributable to the parent company of Shangwei New Materials should not be less than 60 million yuan respectively, and the net profit attributable to the parent company after deducting non-recurring gains and losses should not be less than 80 million yuan respectively.

If the specified performance standards are not met in any year, the former controlling shareholder of Shangwei New Materials, SWANCOR Samoa, will need to compensate Zhiyuan Hengyue according to the higher amount of the performance difference in the net profit attributable to the parent company and the performance difference in the net profit attributable to the parent company after deducting non-recurring gains and losses.

When talking about the role of setting up the performance commitment, Jiang Zhou believes that the performance commitment can stabilize the market and investors' confidence, at the same time, enhance the company's future valuation, and also have an incentive effect on the team, creating favorable conditions for subsequent asset injection or overall listing.

The "specialty" of this performance commitment lies in that from 2022 to 2024, Shangwei New Materials achieved net profits attributable to the parent company of 84.1459 million yuan, 70.9421 million yuan, and 88.6814 million yuan respectively; and achieved net profits attributable to the parent company after deducting non-recurring gains and losses of 84.7585 million yuan, 66.7674 million yuan, and 80.3499 million yuan respectively. For Shangwei New Materials, fulfilling the performance gambling is not difficult.

"It may be to increase the probability of achieving the performance. The revenue and performance of small companies are relatively unstable. Setting a conservative performance commitment is conducive to the final approval." An industry insider analyzed.

03 What are the thoughts of both parties on obtaining control of Shangwei New Materials?

Currently, it is a crucial time when the country has intensively introduced policies to encourage the development of strategic emerging industries. Whether it is the new "Nine National Measures" or the "Six Measures for Mergers and Acquisitions", they both clearly encourage new-quality productivity enterprises to develop with the help of the capital market. But as a unicorn with a valuation of 15 billion yuan, why did Zhiyuan Robotics choose Shangwei New Materials?

Zhiyuan Hengyue told the media that on the one hand, through the synergy of capital and industry, it will further consolidate its leading position in the field of embodied intelligence and strengthen the synergy and cooperation in the industrial chain; on the other hand, it will improve the group's multi-level capital market layout and provide a more efficient and convenient financing channel and resource integration platform for long-term development.

"From the perspective of the listed company's own business, Shangwei New Materials is a new material R & D technology company, which can meet Zhiyuan Robotics' demand for fuselage materials and help the robot reduce costs." Jiang Zhou told 36Kr. "At the same time, Shangwei New Materials has corresponding resources in wind power generation and rail transit, which can better help Zhiyuan Robotics accelerate its penetration into commercial fields such as industrial inspection."

With a listed company in hand, Zhiyuan Robotics can better meet its financing needs in the secondary market.

High costs, difficulty in mass production and delivery, slow penetration into the C - end market, and difficulty in B - end verification are all common dilemmas faced by humanoid robot enterprises. In the domestic field of embodied intelligence, Zhiyuan Robotics is one of the few enterprises that cover both software and hardware full - stack R & D and take into account both B - to - B and B - to - C businesses. The full - chain layout approach has led to Zhiyuan Robotics consuming more funds than its peers, and it urgently needs larger - scale financing to support the continuous advancement of its business.

From another perspective, if the transaction is successfully completed, Zhiyuan Robotics can also provide an exit channel for first - tier market investors other than traditional listing, increasing the certainty of exit.

Moreover, Jiang Zhou also pointed out that through the acquisition of Shangwei New Materials, it can also meet the needs of the acquired company's shareholders to cash out and leave. "If there are continuous share reductions in normal stock market transactions, it may lead to an imbalance in the company's equity structure, a large - scale downward fluctuation in the stock price, and even the risk of delisting."

04 Why doesn't Zhiyuan Robotics choose back - door listing or direct listing?

After the announcement was issued, the market generally speculated that Zhiyuan Robotics intended to achieve rapid listing through this acquisition, but Zhiyuan Robotics quickly denied this statement, saying that "it is not a back - door listing, but just an acquisition of a listed company."

Of course, this does not mean that Zhiyuan Robotics will not "back - door" in the future. According to current regulations, Zhiyuan Robotics can carry out a restructuring after the end of the 36 - month retrospective period, thus avoiding the review for the identification of "back - door listing".

At least for now, Zhiyuan Robotics does not meet the conditions for back - door listing.

According to relevant regulations, for a science and technology innovation company to implement a restructuring and listing, the issuer should be a joint - stock limited company that has been legally established and has been in continuous operation for more than three years, with a sound and well - functioning organizational structure, and relevant institutions and personnel should be able to perform their duties in accordance with the law.

However, the official website of Zhiyuan Robotics shows that the company was established in February 2023 and has not been in existence for three years, so it does not meet the conditions for restructuring and listing.

On the other hand, Zhiyuan Robotics' current valuation is as high as 15 billion yuan, which is five times the market value of Shangwei New Materials at the time of the announcement. In terms of enterprise valuation, back - door listing may not be as good as an independent IPO. Moreover, with such a high valuation, regulatory approval may not be granted.

However, if it chooses independent listing, due to the complex review process of the Science and Technology Innovation Board, it often requires multiple rounds of inquiries and responses, and the review cycle has great uncertainty.

"After Zhiyuan Robotics takes control of the listed company, it can enhance the company's valuation through capital operation and management, creating a good environment for subsequent IPO. If conditions are ripe in the future, it can inject the robot business as high - quality assets into the listed company to achieve indirect listing, avoiding the uncertainty of independent IPO." Jiang Zhou told 36Kr.

In 2025, the robot industry is attracting a large amount of capital attention and pursuit due to the continuous release of policy dividends, continuous breakthroughs in core technologies, and optimistic expectations for commercialization.

However, the "hot money" in the capital market often has the characteristics of short - term and liquidity. Jiang Zhou said bluntly: "The market may be optimistic about a certain field this year, but the attitude may change next year. It is hard to guarantee that the situation of funds frantically speculating on new energy and semiconductors in previous years will not happen again. If the market's attention to the robot industry has declined by the time of listing, it may seriously affect the listing valuation and financing effect, which is very unfavorable to the stock price operation."

When the narrative dividend fades, if the robot business fails to achieve profitability for a long time, how can it pass the test of capital?

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