A 1.6 billion yuan high - stakes gamble: The survival strategy of UBTECH's "blood - losing" return to A - share market
At the end of 2025, Ubtech Robotics (09880.HK), the "leading goose" in the humanoid robot industry, dropped a bombshell in the capital market.
According to the listed company's announcement, Ubtech plans to invest approximately 1.665 billion yuan through a combination of "agreement transfer + partial tender offer" to acquire approximately 43% of the controlling stake in Fenglong Co., Ltd. (002931.SZ), a listed company on the A-share market. The reason this transaction has caused such a stir in the capital market is not only that the acquirer, Ubtech, is a star enterprise in the humanoid robot field. The market is more concerned about how Ubtech, which has been suffering long - term losses, will address the cash - flow pressure brought about by this transaction.
In addition to the well - known case of Zhipu Robotics taking control of Shangwei New Materials (688585.SH) to open up a RMB financing channel, the deeper purpose of Ubtech's move may be to build a strategic defense with an "A + H" dual financing platform. It also attempts to gain priority access to the mass - production channel before Tesla's Optimus goes into mass production by taking control of Fenglong's precision manufacturing production line.
However, this seems more like an all - in gamble. As of the middle of 2025, Ubtech's total book value of monetary funds was only 1.181 billion yuan. This means that to pay the consideration of 1.665 billion yuan, the company must use other funds to complete the acquisition. Under the current situation of continuous losses and tight liquidity, Ubtech is trying to use its current survival chips to exchange for a certain future.
01
Precise "Surgery": How to Graft the AI Brain onto Traditional Manufacturing?
In this control - right change transaction spanning the Hong Kong and A - share markets, Ubtech has demonstrated highly tactical operational methods. This transaction is not just a simple stock purchase and sale but a deep integration based on filling in the gaps in the industrial chain.
Ubtech's share - holding plan this time is extremely professionally designed. First, Ubtech will acquire 29.99% of the shares of Fenglong held by the original controlling shareholder, Chengfeng Investment, and the actual controller, Dong Jiangang, through agreement transfer. This figure is precisely controlled below 30%. The core intention is to avoid triggering the obligation of a full tender offer stipulated in the "Measures for the Administration of Takeovers of Listed Companies", thus locking in the position of the largest shareholder with the minimum initial capital cost. Immediately afterwards, Ubtech will launch a partial tender offer with the goal of increasing the total share - holding ratio to about 43% to ensure absolute say in future major decisions.
From the perspective of financial and business characteristics, Ubtech and Fenglong are an extreme combination. Ubtech is a typical "hard technology + AI" company. In 2024, its revenue reached 1.305 billion yuan, but it also incurred a loss of 1.124 billion yuan in the same period. Its R & D expense ratio has long remained at a high level of over 35%.
In contrast, Fenglong is an established player in the manufacturing industry, deeply involved in garden machinery parts (such as igniters and flywheels), automotive parts, and hydraulic parts. Although its net profit in the first three quarters of 2025 was only about 21.52 million yuan, as a mature manufacturing enterprise with positive operating cash - flow, Fenglong has the stable "blood - making" ability that Ubtech currently lacks the most.
The core industrial logic behind Ubtech's takeover of Fenglong may be to make up for its manufacturing shortcomings. The joints (motors + reducers) of humanoid robots account for a large part of the BOM cost. Fenglong's long - term accumulation in precision aluminum die - casting, motor components, and precision machining can be directly applied to the production of key robot parts.
By taking control of Fenglong, Ubtech may attempt to switch from "outsourcing" to "in - house production" of core components through the "In - house" model to compete against Tesla's defined "cost red line of $20,000". In addition, the transaction includes performance commitments. The original shareholders of Fenglong promised that the net profits in the next three years (2026 - 2028) will be no less than 10 million, 15 million, and 20 million yuan respectively, which provides a basic financial safety net for Ubtech.
02
Breakthrough and Opportunity: Taking the Lead under the Shadows of Tesla and Domestic Competitors
Ubtech's choice to "return to the A - share market in a roundabout way" at this time, in addition to emulating Zhipu Robotics' control of Shangwei New Materials to open up an A - share financing channel, may also reflect the collective anxiety in the humanoid robot industry on the eve of commercialization. From the perspective of the industry's development trend, the next few years may be the "year of mass production" that determines the survival of robot enterprises.
Currently, although the commercial scenarios are not fully mature, the competition in the global humanoid robot field has reached a white - hot stage. Among them, Tesla has an excellent ability to reduce costs in the supply chain and the advantage of reusing FSD algorithms. Its goal is to reduce the BOM cost to 150,000 - 200,000 yuan, which is a dimensionality - reduction blow to domestic robots that are still in the small - batch delivery stage.
In China, Ubtech also faces many strong competitors. Unitree Robotics, with products such as the G1, focuses on extreme cost - effectiveness as low as 99,000 yuan; Zhipu Robotics took the lead in capital layout by controlling Shangwei New Materials to open up an A - share financing channel.
Although Ubtech, which has successfully listed, has a first - mover advantage and its products have entered the production lines of many enterprises for training, its robots are at the critical juncture of transitioning from "technical verification" to "commercial mass production". In 2024, Ubtech's revenue from humanoid robots was only 35 million yuan, and the delivery volume was still in single digits; in 2025, Ubtech aims to achieve delivery in the hundreds, and in 2026, it aims for a production capacity of ten thousand units.
Going from 10 units to 10,000 units is not just an increase in numbers but an ultimate test of supply - chain management. The mature production line and ISO - certified management system provided by Fenglong are the physical support that Ubtech needs to cross the "mass - production hell". Currently, its Walker S series has entered the training programs of car manufacturers such as NIO, Geely, and FAW. This "factory - training" model urgently needs low - cost, standardized hardware production capacity support.
Although the market is full of expectations that Ubtech may inject assets into Fenglong, investors must clearly recognize that since Ubtech's core robot assets are still incurring huge losses, it is almost impossible for Ubtech to directly inject assets into the A - share listed company in the short term.
Currently, the main board of the A - share market implements the same review standards for "back - door listings" as for IPOs. One of the core thresholds is "continuous profitability in the past three years". As long as Ubtech's loss situation remains unchanged, it will be difficult for the enterprise to inject core assets into Fenglong through restructuring. Therefore, in the next 2 - 3 years, Fenglong may serve as Ubtech's "contract manufacturer" and "financing infrastructure platform".
03
Financial Dehydration: A "Thrilling Leap" on the Liquidity Cliff
Behind the glamorous appearance of strategic expansion, after investing a huge amount of funds in R & D, Ubtech's cash - flow was already under pressure; and this 1.665 - billion - yuan transaction may further test Ubtech's fund - management ability.
According to the mid - 2025 report, Ubtech's book balance of monetary funds was only 1.181 billion yuan, while the all - cash transaction consideration will be as high as 1.665 billion yuan. This means that the company must use approximately HK$2.3 billion raised through a rights issue in the second half of the year to pay for the transaction, and more than 60% of the newly raised funds will be instantly locked in the purchase of non - core assets.
After the acquisition is completed, Ubtech's liquidity may be further pressured. With only 1.181 billion yuan in monetary funds, the company also has short - term borrowings of 676 million yuan and long - term borrowings of 702 million yuan. To maintain its technological leadership, annual R & D expenditures of over 400 million yuan and losses in the hundreds of millions are continuously consuming Ubtech's cash - flow.
Therefore, although the merger of Ubtech and Fenglong may solve Ubtech's mass - production problems and bring more possibilities and certainty to the company, the acquisition itself will also consume a large amount of Ubtech's funds, further increasing the enterprise's liquidity pressure.
Given that the total equity attributable to the parent company shareholders of Fenglong is only 950 million yuan, this acquisition is bound to result in a large amount of goodwill. Once Fenglong's business transformation fails to meet expectations, a huge goodwill impairment may further hit Ubtech's already fragile income statement. In addition, whether traditional manufacturing factories can adapt to the high - frequency iterative R & D logic of AI hardware and whether the synergistic effect between the two can be effectively exerted is also a big question mark.
Ubtech's takeover of Fenglong is essentially the company's bet of "exchanging money for time and liquidity for the right to survive". Against the backdrop of low valuations and limited financing functions in the Hong Kong stock market, Ubtech needs to establish a new financing channel through the A - share market before its existing funds are exhausted. Although this decision has greatly consumed Ubtech's current cash reserves, it has also exchanged for a valuable A - share financing platform and a precision manufacturing base.
But is this transaction a strategic stroke of genius by the leader in the humanoid robot industry or the last straw that breaks its tight capital chain? The answer may lie in the capital operations and enterprise transformation of Fenglong after its resumption of trading. For Ubtech, this is not only a technological breakthrough but also a life - and - death race about capital efficiency and survival time.
This article is from the WeChat public account "FUSE", author: Wu Wei. Republished by 36Kr with permission.