东土科技拟购买高威科100%股份

Core Viewpoint - Dongtu Technology plans to acquire 100% equity of Gaoweike through a combination of share issuance and cash payment, marking a significant asset restructuring and providing a new channel for Gaoweike to enter the capital market after multiple failed IPO attempts [2][3]. Group 1: Acquisition Details - The acquisition involves purchasing 100% of Gaoweike from 43 transaction parties, including Zhang Xun and Liu Xinping, and raising supporting funds by issuing shares to no more than 35 specific investors [3]. - Gaoweike specializes in industrial automation, digital comprehensive services, and the R&D, production, and sales of core products for automation control systems, serving various manufacturing sectors such as new energy batteries, photovoltaics, and automotive [3]. Group 2: Financial Performance - Gaoweike's revenue from 2020 to the first half of 2023 was 1.315 billion, 1.635 billion, 1.524 billion, and 739 million respectively, with net profits of 37.05 million, 47.28 million, 58.60 million, and 31.04 million [4]. - The company has high accounts receivable, with figures of 315 million, 398 million, and 426 million from 2020 to 2022, representing over 30% of current assets, and a bad debt of 64.91 million in 2022, accounting for 13.23% of receivables [4]. Group 3: Supplier Concentration - Gaoweike's supplier base is highly concentrated, with the top five suppliers accounting for 78.13%, 78.09%, and 78.89% of total purchases from 2020 to 2022 [5]. Group 4: Dongtu Technology's Business Strategy - Dongtu Technology, established in 2000, focuses on the R&D, production, and sales of core hardware and software technologies for industrial internet, including industrial operating systems and intelligent controllers [6]. - In 2023, Dongtu Technology has actively expanded into the fields of embodied intelligence and semiconductors, launching a robotic operating system and investing in semiconductor technology [7]. Group 5: Financial Challenges - In the first three quarters of 2025, Dongtu Technology reported revenue of 501 million, a year-on-year decline of 11.72%, and a net loss of 148 million, with negative cash flow from operating activities of 209 million [8]. - As of September 2025, the company had goodwill valued at 1.269 billion, with impairment provisions of 1.16 billion, leaving a net goodwill of only 109 million, indicating potential risks if Gaoweike's performance does not meet expectations [10].