v3.26.1
Business Combinations
 12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
Business Combinations
3.
BUSINESS COMBINATIONS

Business combination in 2025

Acquisition of UFACTORY

On July 29, 2025, as part of the Group's efforts to strengthen its robotics product portfolio and accelerate its robotics commercialization strategy, the Group acquired an additional 60.8% equity interest of Shenzhen UFACTORY Technology Co., Ltd ("Shenzhen UFACTORY") and an 80.0% equity interest in UFactory Technology (Hong Kong) Co., Limited (collectively, "UFACTORY") , a leading provider of lightweight collaborative robotic arms, for a total cash consideration of approximately RMB99,460 (US$14,223) through subsidiaries of the Group. Taking into account its previously held shareholding of 19.2%, the Group held a total of 80.0% of Shenzhen UFACTORY's equity interest and an ultimate beneficial ownership of 75.8% upon completion of the acquisition. The Group consolidated the financial results of UFACTORY since July 29, 2025.

The Group recognized a remeasurement gain of RMB18,723 (US$2,677) associated with the previously held equity interest of UFACTORY in "other income". The following is a reconciliation of purchase price consideration:

 

 

Amount

 

 

RMB

 

US$

Cash consideration

 

99,460

 

14,223

Fair value of previously held equity interests (iv)

 

31,473

 

4,501

Total

 

130,933

 

18,724

The Group, with the assistance of an independent third-party valuation firm, measured the fair value of the acquired identifiable assets and liabilities assumed. The following table summarizes the fair values of the assets acquired and liabilities assumed from UFACTORY as of the acquisition date:

 

 

Amount

 

 

RMB

 

US$

Net assets acquired (i)

 

95,942

 

13,720

Amortizable intangible assets (ii)

 

 

 

 

   Customer Relationship

 

24,014

 

3,434

   Trademark

 

9,685

 

1,385

   Technology

 

3,700

 

529

Goodwill (iii)

 

35,935

 

5,139

Deferred tax liabilities

 

(5,610)

 

(802)

Non-controlling interests (iv)

 

(32,733)

 

(4,681)

Total

 

130,933

 

18,724

(i) Net assets acquired primarily consists of cash and cash equivalents, accounts receivable, and inventories of RMB96,031 (US$13,732) and accounts payable, accrued expenses and other current liabilities of RMB4,956 (US$708) as of the date of acquisition.

(ii) Acquired amortizable intangible assets had an amortization period of 4 to 10 years. The fair value estimate of technology was estimated using the replacement cost new method. The fair value estimate of trademark was estimated using the relief-from-royalty method. Key assumptions and estimates used are forecasted revenue and discount rate. The fair value estimate of customer relationships was estimated using the multi-period excess earnings method. Key assumptions and estimates used in deriving the projected cash flows are forecasted revenue, EBIT margin, and discount rate.

(iii) Goodwill arising from the acquisition of UFACTORY was attributable to the benefit of expected synergies, the assembled workforce, revenue growth and future market development as of the date of acquisition and assigned to AI and others segment. Goodwill arising from the acquisition is not expected to be deductible for tax purposes.

(iv) The fair value of the non-controlling interests in UFACTORY, as well as the previously held equity interests, was determined with the assistance of an independent third-party valuation firm using the discounted cash flow method. Key assumptions and estimates used are forecasted revenue, EBIT margin, and discount rate.

Neither the results of operations since the acquisition date nor the pro forma results of operations of the acquiree were presented because the effect of the business combination was not significant to the Group’s consolidated results of operations.

Business combination in 2023

Acquisition of Beijing OrionStar

On November 30, 2023, as part of the Group's efforts to venture into AI-powered business chain and facilitate its transition from the mobile era to artificial general intelligence ("AGI") era, the Group acquired an additional 35.17% equity interest of Beijing OrionStar, an AI solution and service robot provider headquartered in Beijing focusing on the research and development of AI, for a total cash consideration of RMB268,724. Taking into account its previous held shareholding of 37.74%, the Group held a total of 72.91% of Beijing OrionStar’s equity interest and consolidated the financial results of Beijing OrionStar since November 30, 2023.

The Group recognized a remeasurement gain of RMB6,036 associated with the previously held equity interests of Beijing OrionStar in “other income”. Further, the acquisition effectively settled preexisting receivables and payables between the Group and the acquired entities. The following is a reconciliation of purchase price consideration for the acquirers:

 

 

Amount

 

 

RMB

Cash consideration

 

268,724

Fair value of previously held equity interests

 

316,672

Settlement of convertible loan provided to Beijing Orionstar

 

118,091

Settlement of amounts due from Beijing Orionstar Group

 

69,648

Total

 

773,135

The Group, with the assistance of an independent third-party valuation firm, measure the fair value of the acquired identifiable assets and liabilities assumed. The following table summarizes the fair values of the assets acquired and liabilities assumed from Beijing OrionStar as of the acquisition date:

 

 

 

Amount

 

 

RMB

Net assets acquired (i)

 

136,534

Amortizable intangible assets (ii)

 

 

   Robot technology

 

140,000

   Large language model (LLM) technology

 

57,000

   Trademark

 

15,000

Goodwill (iii)

 

576,989

Deferred tax liabilities

 

(31,800)

Non-controlling interests and mezzanine equity(iv)

 

(120,588)

Total

 

773,135

(i) Net assets acquired primarily consists of cash and cash equivalent, inventories, equity method investment and deferred tax assets of RMB221,898 and accounts payable, deferred revenue, due to related parties of RMB121,366 as of the date of acquisition.

(ii) Acquired amortizable intangible assets had an amortization period of 8.0 years. The fair value estimate of technology was estimated using the multi-period excess earnings method. Key assumptions and estimates used in deriving the projected cash flows are forecasted revenue, EBIT margin, and discount rate. The fair value estimate of trademark was estimated using the relief-from-royalty method. Key assumptions and estimates used are forecasted revenue and discount rate.

(iii) Goodwill arising from the acquisition of Beijing OrionStar was attributable to the benefit of expected synergies, the assembled workforce, revenue growth and future market development as of the date of acquisition and assigned to AI and others segment. Goodwill arising from the acquisition is not expected to be deductible for tax purposes.

(iv) According to the articles of association of Beijing OrionStar, equity interests held by two shareholders are preferred shares and was contingently redeemable upon the occurrence of a conditional event, which is not solely within the control of

the Group and was classified as mezzanine equity. Detailed description of mezzanine equity is disclosed in Note 20. Fair value of the non-controlling interests and mezzanine equity, as well as the previous held equity interests mentioned above was determined with the assistance of an independent valuation firm using discount cash flow method. Key assumptions and estimates used are forecasted revenue, EBIT margin, discount rate and volatility.

Since the acquisition, Beijing OrionStar contributed RMB14,810 revenues and RMB4,738 losses to the Group for the year ended 2023. Had the acquisition date of Beijing OrionStar been January 1, 2022, the revenue and net loss of the Group would have been RMB1,063,970 and RMB652,497 in 2022, respectively, and the revenue and net loss of the Group would have been RMB768,152 and RMB728,995 in 2023, respectively. The unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had the acquisition occurred as of January 1, 2022, nor is it indicative of future operating results. The unaudited pro forma amounts have been calculated after adjusting the results of Beijing OrionStar to reflect the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied from January 1, 2022.