Estun Automation (02715.HK): Proposes RMB 487.1 Million Acquisition of Estun KooZhuo; to Build Full-Scenario Robotics Portfolio
NewTimeSpace News: Estun Automation Co., Ltd. (stock code: 2715) announced that on 4 August 2026 (after trading hours), its wholly-owned subsidiaries Estun Robot and Dingtong Electromechanical entered into an equity acquisition agreement with sellers and the target company. Pursuant to the agreement, Estun Robot conditionally agreed to acquire approximately 83.26% equity interest in the target company from original shareholders for RMB 405.56 million; and Estun Robot and Dingtong Electromechanical conditionally agreed to acquire all partnership interests in Partnerships I, II and III (collectively holding approximately 16.74% equity interest in the target company) for RMB 81.54 million. The total consideration of RMB 487.1 million will be paid in cash, funded by unutilised net proceeds from the global offering and internal resources.
The target company, Estun KooZhuo, is principally engaged in the R&D, production and sales of collaborative robots, embodied intelligent robots and core components, with main products including collaborative robots with 3kg to 35kg payload capacity. Upon completion, it will become an indirect wholly-owned subsidiary of the company, and its financial results will be consolidated into the group's financial statements.
According to the performance compensation undertaking, the partnership sellers committed that the target company's revenue for the performance commitment period (1 May 2026 to 31 December 2029) shall be no less than RMB 70 million (eight months of 2026), RMB 120 million (2027), RMB 180 million (2028) and RMB 250 million (2029), with cumulative revenue of no less than RMB 620 million. The collaborative robot segment's net profit shall be no less than RMB 5 million, 15 million, 20 million and 26 million respectively, with cumulative net profit of no less than RMB 66 million.
The announcement disclosed that Nanjing Prest, a seller holding approximately 39.07% equity, is the company's controlling shareholder held by Mr. Wu Bo (approximately 96.89%). Therefore, the acquisition constitutes a connected transaction under Chapter 14A of the Listing Rules. As the relevant percentage ratios exceed 0.1% but are below 5%, the transaction is subject to announcement and reporting requirements but exempt from independent shareholders' approval. Under PRC regulatory requirements, the acquisition is subject to shareholders' approval, and the company will convene an extraordinary general meeting to consider the relevant resolutions.
The consideration will be paid in five instalments. The consideration payable to Advanced Manufacturing Fund, Nanjing Software and Information Services Fund and the company totaling RMB 215.25 million shall be paid within two trading days upon obtaining shareholders' approval and satisfaction of relevant conditions. The consideration payable to Nanjing Prest and the partnership sellers totaling RMB 271.85 million will be paid in four instalments linked to performance milestones.
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