Zhi Yuan Robotics Acquires SWECO New Materials: Case Analysis of "Primary Market Buying Secondary Market" Capital Operation by Robotics Enterprises in 2025

Based on the latest market information, I will provide you with a detailed analysis of this landmark capital operation case:

is the most representative “Primary Market Buying Secondary Market” capital operation sample in China’s capital market in 2025 [1]. In July 2025, Zhi Yuan Robotics, an embodied intelligence “unicorn” enterprise, through its subsidiary platform Zhi Yuan Heng Yue, used a combination of “agreement transfer + voting right arrangement + tender offer” with a total consideration of approximately 2.1 billion yuan to finally obtain 63.62% equity of SWECO New Materials, a listed company on the Science and Technology Innovation Board [2]. After the transaction was completed, the actual controller of SWECO New Materials was changed to Deng Taihua, a related party of Zhi Yuan Robotics.

This transaction is widely regarded by the market as a representative case of “new-quality productivity enterprises merging into the market”, and also triggered a concentrated discussion on “whether it is a backdoor listing” [1].

Different from traditional backdoor listing, Zhi Yuan Robotics adopted a more refined capital operation combination [2]:

1. Agreement Transfer
   : Acquire shares of original shareholders through off-exchange agreement
2. Voting Right Arrangement
   : Obtain additional voting rights to ensure control
3. Partial Tender Offer
   : Complete the transfer of control rights

Notably, after the completion of the transaction, Zhi Yuan Robotics voluntarily disclosed:

, and has initiated the shareholding system reform process for independent IPO [3]. This statement almost became a “standard practice” in the second half of 2025—cases such as Zhonghao Xinying’s acquisition of Tianpu Co., Ltd. and Qiteng Robotics’ acquisition of Shengtong Energy all issued the same statement without exception.

This means these unicorn enterprises hold “two cards” in their hands: one is their own IPO, and the other is the acquired listing platform [3].

The stock price performance of SWECO New Materials is amazing. It soared from 5.83 yuan before the change of actual controller to a maximum of 132.10 yuan, with an increase of

, becoming the company with the largest increase among A-share targets with actual controller changes from October 2024 to December 2025 [4]. This triple logic of “new actual controller + hot track + capital operation” is widely sought after by the market.

The path of Zhi Yuan Robotics was quickly copied by the industry, forming a wave of A-share mergers and acquisitions by robotics enterprises in 2025 [5]:

• Dreame Technology
  : Acquired control of Camry Packaging with a consideration of approximately 2.282 billion yuan
• Qiteng Robotics
  : Took control of Shengtong Energy and obtained 44.99% of the shares
• UBTech
  : Acquired 43% equity of Fenglong Co., Ltd. for 1.665 billion yuan

These transactions’ core logic is highly consistent: lock the listing platform through acquisition in advance, which essentially builds a moat for capital and industrial synergy in advance [5].

The core driving factors for this “curve listing” model to become a new path include [3][6]:

• Although the financing amount and frequency of the industry are still rising, the valuation gap is worsening
• The difficulty of obtaining high-valued financing from the primary market is increasing, and the secondary market has become a more realistic choice

• A large number of enterprises terminated and withdrew after filing or counseling
• Even if successfully listed, the requirements for major shareholders to reduce holdings are extremely strict: the lock-up period is extended to 36 months, and the time span of reduction often lasts 5-7 years

• The “15th Five-Year Plan” proposal clearly mentions promoting embodied intelligence to become a new economic growth point
• Beijing, Shanghai, Shenzhen and other places have successively introduced special support policies
• Currently, the concept of “embodied intelligence” is in a high-heat stage, but the market’s patience for “stories” is uncertain

In 2025, there was a major breakthrough in the M&A loan policy for technology enterprises [6]:

• In March, the State Financial Regulatory Administration launched a pilot program for M&A loans for technology enterprises, raising the loan ratio to 80% and extending the term to 10 years in 18 pilot cities
• In August, the “Commercial Bank M&A Loan Management Measures (Draft for Comments)” was released, and equity participation-type M&A was officially included in the scope of regular support

Taking the acquisition of Zhi Yuan Robotics as an example, it signed a 1.39 billion yuan M&A loan with a syndicate composed of Shanghai Pudong Development Bank and China Merchants Bank, accounting for 75.54% of the total acquisition amount, with a loan term of 10 years and an annual interest rate of only 2.75% [6].

• As of the end of 2025, there are nearly 2,000 listed companies with a market value of less than 5 billion yuan in A-shares, and a considerable number of them are in a deadlock
• The attractiveness of M&A exit is rising: strong time certainty (can be completed in 6-12 months) and better liquidity

• At the policy level, it clearly encourages technology enterprises to achieve industrial integration through mergers and acquisitions
• However, for truly high-quality leading technology enterprises, IPO on the Science and Technology Innovation Board is still the first choice
• It is predicted that enterprises such as Unitree Technology, Zhipu AI, and MiniMax will still be listed through the traditional IPO path in 2026 [1]

The regulatory attitude towards this model can be summarized as:

[2].

• The CSRC clearly stated that it adheres to reform and overcoming difficulties, and continuously improves the institutional inclusiveness and attractiveness of the capital market
• Accelerate the implementation of the “1+6” reform measures on the Science and Technology Innovation Board and optimize the financing environment

• Require clear disclosure of no intention of backdoor listing within 36 months
• Complete the transfer of control rights without relying on major asset restructuring through the combination of “agreement transfer + voting right arrangement + tender offer”
• Emphasize the logic of industrial synergy rather than pure capital arbitrage

[1][5].

The case of Zhi Yuan Robotics acquiring SWECO New Materials shows that against the background of increasing IPO uncertainty, breakthroughs in M&A loan policies, and intensified competition in the robotics industry, this dual-track model of “acquire first, then independent IPO” provides more flexible capital operation space for technology unicorns. The successful replication of this model also proves that it has a demonstration effect in specific industries (especially capital-intensive fields such as robotics).

However, this model is more suitable for large unicorn enterprises that have completed multiple rounds of financing and have sufficient financial strength. For early-stage technology startups, the traditional IPO will still be the mainstream path. With the further improvement of regulatory policies and the enhancement of market maturity, it is expected that more technology enterprises will choose the most suitable capitalization path according to their own conditions.

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[1] ChinaVenture - “Review 2025: 16 Major Events That Changed the Direction of China’s Venture Capital” (https://www.chinaventure.com.cn/news/80-20251229-389545.html)

[2] Sina Finance - “Robotics Companies Are Hoarding ‘Shells’ in A-Shares: Can SWECO New Materials Be Replicated?” (https://finance.sina.com.cn/stock/s/2025-12-28/doc-inheipfp9075145.shtml)

[3] 36Kr - “Unicorns Have Started Acquiring Listed Companies” (https://m.36kr.com/p/3613152759333894)

[4] East Money - “On December 23, 2025, Among A-Share Targets with Actual Controller Changes, SWECO New Materials Ranked First with the Largest Increase of 2165.87%” (https://caifuhao.eastmoney.com/news/20251223142656372227410)

[5] CLS - “Wave of A-Share Mergers and Acquisitions by Robotics Enterprises! After Zhi Yuan and Qiteng, UBTech Spent 1.6 Billion Yuan to Acquire Fenglong Co., Ltd.” (https://m.cls.cn/detail/2239742)

[6] OFweek Robotics Network - “Robotics Compete with Time: A Race for Spring Festival Gala, Commercialization, and Listing Window” (https://m.ofweek.com/ai/2025-12/ART-201700-8420-30677731.html)

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