Hong Kong–listed ESTUN (02715) announced that its wholly owned subsidiaries, Nanjing Estun Robot Engineering and Nanjing Dingtong Electromechanical, signed an equity purchase agreement on 4 August 2026 to acquire the outstanding 83.26% equity and all partnership interests in Estun Codroid for a total cash consideration of RMB 487.10 million (USD ≈ 67 million). Upon completion, Estun Codroid will become an indirect wholly owned subsidiary and its financials will be fully consolidated into ESTUN’s accounts.
The transaction is split into two tranches:
1. RMB 405.56 million for 83.26% equity from Advanced Manufacturing Fund, Nanjing Software & Information Service Fund, ESTUN itself (treasury stake) and controlling shareholder Nanjing Primest (39.07% block).
2. RMB 81.54 million for the remaining 16.74% held through three employee partnerships (Partnership I–III).
Funding will come from unutilised IPO proceeds and internal resources. Payments to non-Primest sellers (RMB 215.25 million) are due within two trading days after shareholder approval and other conditions. The RMB 271.85 million payable to Nanjing Primest and the employee partnerships will be released in five instalments through 2029, linked to audited performance targets.
Performance compensation undertakings require Estun Codroid to achieve minimum revenue of RMB 620 million and cumulative net profit of at least RMB 66 million in its collaborative-robot segment over May 2026–December 2029. Shortfalls will trigger cash compensation from the selling partners, capped at their post-tax proceeds.
Independent valuer Zhejiang Zhonglian applied both market and asset-based approaches. The market approach, reflecting recent robotics M&A multiples, produced an equity value of RMB 487.10 million—adopted as the deal price—versus RMB 141.62 million under the asset-based method.
Estun Codroid, established in July 2022, focuses on collaborative and humanoid robots (payload 3–35 kg) for automotive, 3C electronics, home-appliance and logistics sectors. Audited revenue rose from RMB 10.99 million in 2024 to RMB 50.17 million in 2025, while net losses widened from RMB 36.10 million to RMB 53.00 million. As at 30 April 2026, the company reported total assets of RMB 80.42 million and net assets of RMB 48.65 million.
ESTUN cites four strategic benefits: broadening its robot product mix to cover heavy-duty industrial, lightweight collaborative and humanoid models; leveraging its established global sales and service network to scale Codroid’s business; integrating R&D resources to accelerate embodied-intelligence development; and optimising procurement and manufacturing efficiencies across the group’s supply chain.
Under Hong Kong Listing Rules, the deal constitutes a connected transaction because Nanjing Primest—an ESTUN controlling shareholder—is a vendor. With the highest applicable percentage ratio below 5%, the acquisition requires announcement and reporting but is exempt from independent shareholder approval. PRC regulations nevertheless mandate an extraordinary general meeting, with a circular to be dispatched in due course.
Completion remains subject to customary conditions, including shareholder approval and regulatory clearances. Investors are advised to exercise caution when dealing in ESTUN securities until further notice.
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