KEBODA(SH:603786) Sou Hu Cai Jing·2025-09-08 16:56Core Viewpoint - The recent announcement by KBD regarding a related party transaction has raised market concerns due to the high premium and discrepancies in financial data [2][3] Group 1: Transaction Details - KBD plans to acquire 60% of Shanghai KBD Intelligent Technology Co., Ltd. for 345 million yuan, with a transaction premium of 653.25% [2] - Post-transaction, KBD's ownership in Intelligent Technology will increase from 20% to 80% [2] Group 2: Financial Performance of Target Company - Intelligent Technology has reported continuous losses, with projected revenues of 178 million yuan for 2024 and 299 million yuan for the first seven months of 2025, corresponding to net losses of 41.89 million yuan and 35.18 million yuan respectively [2] - There are discrepancies in the reported net losses, with KBD's 2024 annual report indicating a loss of 52.35 million yuan for Intelligent Technology, which contrasts with the acquisition announcement's figure of 41.89 million yuan [2] - Similar inconsistencies are noted in the 2025 semi-annual report, where a loss of 45.70 million yuan is reported, compared to the acquisition announcement's figure of 35.18 million yuan for the first seven months [2] Group 3: Revenue Recognition Concerns - The revenue recognition timing is questioned, as the acquisition announcement states Intelligent Technology will achieve 177 million yuan in revenue for 2024, while KBD's semi-annual report shows only 7.89 million yuan for the first half, implying a significant increase in the second half [3] - The sudden change in revenue recognition raises concerns, especially for a company that continues to incur losses [3] Group 4: Independence and Governance Issues - There are indications of personnel overlap between KBD and Intelligent Technology, raising questions about their independence [3] - The presence of the same individuals in key roles in both companies has led to market concerns regarding the clarity of financial metrics such as revenue recognition and cost allocation [3] - The high premium of 653.25% for the transaction is under scrutiny regarding its commercial rationale, especially in light of the unclear financial boundaries between the two entities [3]