AgiBot takes 63.6% of STAR Market-listed Swancor after tender offer, giving the humanoid maker a listed platform for about RMB2 billion

AgiBot, the Shanghai humanoid robot maker founded in February 2023, has taken majority control of a company listed on Shanghai's STAR Market. Swancor Advanced Materials (688585) said in an exchange filing dated 30 October 2025 that 22 shareholder accounts had tendered 135,663,336 shares, equal to 33.6332% of its share capital, into a partial tender offer from Shanghai Zhiyuan Hengyue Technology Partnership at RMB7.78 a share. Swancor's shares resumed trading the same day.

After the offer, Zhiyuan Hengyue holds 236,463,352 shares, or 58.6232%, and together with its concert party, Shanghai Zhiyuan Xinchuang Technology Equipment Partnership, 256,631,518 shares, or 63.6232%, according to the result announcement and a follow-up filing on 7 November confirming that clearing and registration were complete. The offer had sought up to 149,243,840 shares, or 37.00%, and the offer report put the maximum funding need at RMB1,161,117,075.20. Because fewer shares were tendered, the offer itself cost RMB1.055 billion at the offer price, by MEKAWIRE calculation.

How the stake was built

The tender offer was the second leg of a two-step takeover. According to the offer report signed on 24 September and published on 25 September, three agreement transfers at the same RMB7.78 price moved 24.99%, 0.60% and 4.40% of Swancor to the AgiBot side, with registration completed on 22 September. The sellers named in the filings include SWANCOR IND. CO., LTD. of Samoa, the former controlling shareholder, Strategic Capital Holding Limited and Goldwind Investment Holding. Those 120,968,182 shares were worth RMB941.1 million at RMB7.78, which brings the total paid for 63.6232% to roughly RMB2.0 billion.

The result was close to pre-arranged. SWANCOR's Samoa entity had committed in the offer report to tender 135,643,860 shares, or 33.63%, and could not withdraw without Zhiyuan Hengyue's written consent. Comparing that commitment with the final tally implies that other shareholders tendered only 19,476 shares. Swancor's board, in its report to shareholders dated 15 October, noted that the RMB7.78 price was a small discount to the stock's level before the deal summary was announced but a large discount to its price before the formal offer report, which explains why minority holders largely kept their shares.

The offer report says Zhiyuan Hengyue posted a performance bond of RMB232,223,500, at least 20% of the maximum offer amount, and that funds came from its own and raised capital, including an acquisition loan of no more than RMB1.39 billion or 71.44% of the consideration. The offer was conditional only on the agreement transfers being registered, which had already happened.

Who now controls Swancor

The board report describes Zhiyuan Hengyue as owned 49.50% by Shanghai Zhiyuan Yingfeng Technology and 49.50% by Shanghai Hengyue Dingfeng Technology Partnership, in which AgiBot chairman and chief executive Deng Taihua holds 62.67% and core managers 36.34%, with two general partners holding the remaining 1.00%. Deng, born in 1977 and a former Huawei vice president, is named as the actual controller. The same report says he controls 56.40% of Zhiyuan Innovation (Shanghai) Technology, AgiBot's operating company.

Swancor itself is a materials business with no robotics operations. Established in 2000, it makes corrosion-resistant environmental materials, wind turbine blade materials, new composites and circular economy materials, with plants in Shanghai, Tianjin, Jiangsu, Taiwan and Malaysia. The board report shows 2024 revenue of RMB1,493.8 million and net profit of RMB88.7 million, and first-half 2025 revenue of RMB783.8 million with net profit of RMB29.9 million.

The buyer's stated intentions are cautious. The offer report says Zhiyuan Hengyue has no explicit plan within 12 months to change or materially adjust Swancor's main business, or to sell, merge or set up joint ventures with its assets, and no specific plan to change staffing or dividend policy. It will propose director and management candidates through the shareholders' meeting, and the offer is not intended to end Swancor's listing. If the free float falls below the exchange's distribution requirement, the controlling shareholder says it will work with other holders on a fix.

AgiBot and its rivals

The offer report describes AgiBot as building a full robot stack of hardware plus AI, developing core components in-house, integrating and manufacturing complete machines, and training its own embodied foundation model. It sells three robot families, Yuanzheng (Expedition), Genie and Lingxi, into interactive service, industrial manufacturing, commercial logistics and research and education. Its route to a listed vehicle differs from those of its Chinese peers. UBTech listed through its own Hong Kong IPO in December 2023, Unitree took the conventional STAR Market IPO path, and Dobot and Estun Automation listed in Hong Kong.

The risks are concrete. A wind blade resin business does not obviously fit a humanoid developer, and any later move to put AgiBot's own operations into Swancor would be a major asset restructuring needing exchange review and minority shareholder approval. A free float of about 36% leaves little room before distribution rules bite. Swancor's investors will also be watching whether management attention and capital stay with the materials business that produces its profit.

What to watch next are the director nominations at Swancor's next shareholders' meeting, its 2025 annual report due by 30 April 2026, and any announcement once the 12-month window in the offer report closes in late September 2026.