科博达6.5倍溢价收购实控人亏损资产，长周期对赌为哪般？

Core Viewpoint - Kobotda (603786.SH) plans to acquire 60% of Kobotda Intelligent Technology from its controlling shareholder for 345 million RMB, reflecting a high premium of 653.25% despite the target company currently being unprofitable [1][3][4]. Group 1: Acquisition Details - The acquisition price for the 60% stake in Kobotda Intelligent Technology is set at 345 million RMB, funded by the company's own resources [1][3]. - The valuation of 100% of Kobotda Intelligent Technology is assessed at 575 million RMB as of July 31, 2025, leading to a significant premium for the transaction [3]. - After the acquisition, Kobotda's ownership in Kobotda Intelligent Technology will increase from 20% to 80% [3]. Group 2: Financial Performance - Kobotda Intelligent Technology has reported revenues of 178 million RMB and 299 million RMB for the years 2024 and the first seven months of 2025, respectively, but has incurred net losses of approximately 42 million RMB and 35 million RMB during the same periods [4][5]. - The company has a high research and development expense ratio of 43.62% for 2024, which is expected to lead to significant revenue growth as its first product achieves mass delivery [5][6]. Group 3: Performance Guarantees - The acquisition includes a performance guarantee requiring Kobotda Intelligent Technology to achieve a cumulative net profit of at least 630 million RMB over a period from August 2025 to the end of 2030 [7][9]. - This performance guarantee is structured to reduce annual performance assessment pressure, with results only being fully evaluated after the end of the commitment period [7][9]. Group 4: Risk Considerations - The extended performance guarantee period of 5 years and 5 months increases the risk associated with the acquisition, as any underperformance will be revealed only at the end of the period [9][10]. - The transaction structure allows for adjustments based on performance, potentially mitigating some risks associated with high premium acquisitions [10][12].