KYLAND(SZ:300353) Xin Lang Zheng Quan·2025-11-05 09:25Core Viewpoint - Dongtu Technology plans to acquire 100% equity of Gaoweike through a combination of issuing shares and cash payment, despite facing its own financial difficulties, including losses and negative cash flow [1][10]. Group 1: Dongtu Technology's Situation - Dongtu Technology has reported losses of 148 million yuan in the first three quarters of 2025, with a negative operating cash flow [1][9]. - The company's revenue has been declining, with figures of 1.105 billion yuan, 1.163 billion yuan, 1.029 billion yuan, and 501 million yuan for the years 2022 to 2025, showing a year-on-year change of -11.52% and -11.72% [7][9]. - Dongtu Technology has a significant short-term debt of 816 million yuan, while its cash reserves are only 630 million yuan, leading to a shortfall of approximately 186 million yuan [9]. Group 2: Gaoweike's Performance - Gaoweike's net profit is projected to decline by 76.85% to 13.3586 million yuan in 2024, following a trend of decreasing profits over the years [3][10]. - The company has struggled with three failed IPO attempts since its establishment in 2001, with the latest attempt ending in September 2024 [2][3]. - Gaoweike's revenue from 2019 to 2024 shows a lack of growth, with figures of 1.107 billion yuan, 1.315 billion yuan, 1.635 billion yuan, 1.524 billion yuan, 1.462 billion yuan, and 1.502 billion yuan [2][3]. Group 3: Business Model and Risks - Gaoweike's business model heavily relies on agency and distribution, with over 60% of its revenue coming from technology integration product sales, which do not involve manufacturing [3][4]. - The company has a high dependency on a few major suppliers, with over 78% of its procurement coming from the top five suppliers from 2020 to 2022 [5][6]. - Gaoweike's R&D investment has consistently been below 2%, raising concerns about its status as a "high-tech enterprise" [3].