Group 1 - The company, Kebo Da, announced the approval of multiple proposals during the 19th meeting of its third board of directors, including the proposal to convene the third extraordinary general meeting of shareholders in 2025 [2]

Group 1 - The core point of the article is that Kobot has announced the approval of a proposal regarding equity purchase and related transactions during the 17th meeting of its third supervisory board [2] Group 2 - The announcement was made on the evening of September 4 [2] - The proposal was reviewed and approved by the supervisory board [2]

Group 1 - The company, Kebo Da (603786), announced that it will hold its third extraordinary general meeting of shareholders for 2025 on September 26, 2025 [1] - The agenda for the meeting includes the review of the proposal regarding the purchase of equity and related transactions [1]

Core Viewpoint - The company plans to acquire a 60% stake in its subsidiary, KBD Intelligent Technology, for 345 million yuan, which is considered a related party transaction due to the controlling influence of its actual controller [1][2]. Group 1: Acquisition Details - The acquisition price for the 60% stake in KBD Intelligent Technology is set at 345 million yuan [1]. - KBD Intelligent Technology was established in October 2022 with an initial registered capital of 200 million yuan, which has not changed since its inception [1]. - KBD Intelligent Technology has a wholly-owned subsidiary, KBD Intelligent Technology (Anhui) Co., Ltd., established in March 2023 with a registered capital of 100 million yuan [1]. Group 2: Business Focus and Market Potential - KBD Intelligent Technology specializes in providing high-performance automotive intelligent central computing platforms and related domain controller products, with a focus on advanced software algorithms and hardware design [1][2]. - The company has developed automotive intelligent products, with projected sales exceeding 20 billion yuan from key domestic and international automotive brands [1][2]. Group 3: Performance Commitments and Strategic Goals - Shanghai Keshih has committed to a cumulative net profit of no less than 630 million yuan for KBD Intelligent Technology from August 2025 to December 2030 [2]. - The acquisition aligns with the company's strategy to expand into the automotive intelligence technology sector, enhancing its market competitiveness and product offerings [2][3]. - The transaction is expected to optimize the company's product structure, improve technical capabilities, and enhance overall revenue and profitability [2][3].

Group 1 - The board of directors of Kobot Technology Co., Ltd. held its 19th meeting of the third session on September 4, 2025, with all procedures complying with relevant regulations [1][2]. - The board approved a proposal for equity acquisition and related transactions, which aims to optimize product structure, enhance product quality, and strengthen the supply chain, thereby expanding the company's business in automotive intelligence technology [1][2]. - The proposal for a three-year shareholder return plan (2025-2027) was also approved, which will be submitted to the shareholders' meeting for further review [2][3]. Group 2 - The board agreed to convene the third extraordinary shareholders' meeting of 2025 on September 26, 2025, to review the proposals from the board and supervisory committee meetings [2][3]. - The voting results for the equity acquisition proposal were 6 votes in favor, with no votes against or abstentions, while the shareholder return plan received unanimous support from all 9 votes [2].

证券代码：603786 证券简称：科博达 公告编号：2025-051 科博达技术股份有限公司 第三届监事会第十七次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 一、监事会会议召开情况 （一）审议通过了《关于购买股权暨关联交易的议案》 公司本次股权收购事项符合公司长期发展战略，不影响公司现有主营业务的 正常开展，不会对公司财务状况及经营成果产生重大不利影响，本次股权收购事 项的审议及决策程序合法合规，不存在损害上市公司及全体股东利益的情形。同 意公司本次股权收购事项。 监事厉超然与本议案存在关联关系，回避表决。 详见同日披露的《科博达技术股份有限公司关于购买股权暨关联交易的公告》 （公告编号：2025-052） 科博达技术股份有限公司（以下简称"公司"）第三届监事会第十七次会议 通知于 2025 年 8 月 29 日以邮件方式发出，并于 2025 年 9 月 4 日上午 11:00 时 以现场会议方式召开。会议应出席监事 3 名，实际出席监事 3 名，会议由监事会 主席吴弘先生主持。本次会议的召集、召开程序 ...

证券代码：603786 证券简称：科博达 公告编号：2025-053 科博达技术股份有限公司 关于召开2025年第三次临时股东大会的通知 网络投票系统：上海证券交易所股东会网络投票系统 网络投票起止时间：自2025 年 9 月 26 日 至2025 年 9 月 26 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过互联 网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 (六)融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者的投 票，应按照《上海证券交易所上市公司自律监管指引第 1 号 — 规范运作》等有 关规定执行。 (七)涉及公开征集股东投票权 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 召开的日期时间：2025 年 9 月 26 日 14 点 30 分 召开地点：上海市自由贸易试验区祖冲之路 ...

Group 1 - The core viewpoint of the article is the establishment of a shareholder return plan for the years 2025-2027 by the company to ensure a scientific, sustainable, and stable dividend mechanism that protects the rights of minority investors [1][4] - The plan considers various factors such as the company's actual situation, development goals, future profit scale, cash flow, investment needs, and shareholder expectations [1][4] - The principles of the plan emphasize reasonable returns to shareholders while balancing short-term and long-term interests, with a focus on cash dividends as the primary form of profit distribution [1][4] Group 2 - The specific shareholder return plan includes conditions for profit distribution, which require the company to have positive distributable profits and no major investment plans that would affect profit distribution [3][4] - The company aims to distribute profits at least once a year in cash, with a minimum cash dividend ratio of 10% of the distributable profits for the year [1][4] - The plan allows for differentiated cash dividend policies based on industry characteristics, development stages, and significant capital expenditure needs [1][4] Group 3 - The decision-making process for profit distribution involves thorough discussions within the board, which must consider the timing, conditions, and minimum ratios for cash dividends [2][3] - The company is required to disclose detailed information regarding its cash dividend policy, including compliance with regulations and the involvement of independent directors and minority shareholders [4][3] - The shareholder return plan is subject to a three-year cycle for formulation and adjustments, requiring board approval and subsequent shareholder meeting ratification [4][5]

Core Viewpoint - The company plans to acquire 60% equity of Shanghai KBD Intelligent Technology Co., Ltd. from Shanghai Keshih Investment Management Co., Ltd. for a cash consideration of 345 million yuan, based on an assessed value of 575 million yuan for 100% equity, reflecting a valuation increase of 653.25% [1][2][11]. Group 1: Transaction Overview - The transaction constitutes a related party transaction as Shanghai Keshih is controlled by the company's actual controller, Ke Guihua [1][2]. - The acquisition requires approval from the company's shareholders' meeting, with related shareholders abstaining from voting [1][5]. - The transaction does not qualify as a major asset restructuring under relevant regulations [1][2]. Group 2: Purpose and Rationale - The acquisition aligns with national policies encouraging companies to focus on core businesses and enhance development quality through mergers and acquisitions [3][23]. - The company aims to expand its presence in the automotive intelligent technology sector, leveraging KBD Intelligent Technology's expertise in automotive central computing platforms and related domain controllers [3][4]. - This strategic move is expected to enhance the company's revenue, profitability, and sustainable development capabilities, solidifying its position in the automotive industry [3][4][25]. Group 3: Financial Information - The assessed value of KBD Intelligent Technology's 100% equity is 575 million yuan, with the 60% stake being acquired for 345 million yuan [2][11]. - The financial performance of KBD Intelligent Technology shows a net loss of approximately 41.9 million yuan for 2024 and 35.2 million yuan for the first seven months of 2025, with a significant increase in revenue expected as products are scaled up [10][11]. - The company has committed to a performance guarantee, ensuring that KBD Intelligent Technology achieves a cumulative net profit of no less than 630 million yuan during the performance commitment period [32]. Group 4: Strategic Implications - The acquisition is expected to enhance the company's product structure, improve technological capabilities, and strengthen its supply chain, aligning with the global trend towards automotive intelligence [4][26]. - KBD Intelligent Technology's products are positioned to meet the growing demand for intelligent automotive solutions, with projected lifecycle sales exceeding 20 billion yuan from key clients [24][25]. - The integration of KBD Intelligent Technology is anticipated to create a second growth curve for the company, contributing significantly to its overall performance and market competitiveness [24][25][28].

Audit Opinion - The financial statements of Shanghai KBD Intelligent Technology Co., Ltd. have been audited and are believed to fairly reflect the company's financial position as of July 31, 2025, in accordance with accounting standards [1][2]. Management and Governance Responsibilities - The management is responsible for preparing the financial statements in accordance with accounting standards and ensuring that they are free from material misstatements due to fraud or error [2][3]. - The governance layer is responsible for overseeing the financial reporting process [2]. Auditor's Responsibilities - The auditor's goal is to obtain reasonable assurance that the financial statements are free from material misstatement, whether due to fraud or error [3][4]. - The auditor assesses risks of material misstatement and designs audit procedures to address these risks [3][4]. Financial Reporting Basis - The company has prepared its financial statements based on the assumption of going concern and has assessed that there are no significant doubts regarding its ability to continue as a going concern for the next 12 months [5]. Company Overview - Shanghai KBD Intelligent Technology Co., Ltd. was established on October 17, 2022, and is located in Shanghai, China. Its business scope includes technology services, electronic product sales, software development, and various other technical and sales activities [5]. Financial Statement Preparation - The financial statements are prepared in accordance with the "Basic Accounting Standards for Enterprises" and other relevant accounting standards, reflecting the company's financial status, operating results, changes in equity, and cash flows [5][6]. Consolidation and Reporting - The consolidated financial statements include the company and its subsidiaries, with the consolidation scope determined based on control [6][7]. - The company offsets unrealized internal transaction profits in the consolidated financial statements [6][7]. Financial Instruments - The company recognizes financial assets and liabilities upon entering into financial contracts and classifies them based on the business model and cash flow characteristics [11][12]. - Financial assets are classified into categories such as amortized cost, fair value through other comprehensive income, and fair value through profit or loss [11][12]. Credit Losses - The company assesses expected credit losses for financial assets and recognizes loss provisions based on the credit risk of financial instruments [15][18]. - The credit loss is determined based on the present value of the difference between the cash flows expected to be received and those contractually due [18].