Carthane(SH:603037) Sou Hu Cai Jing·2025-11-29 22:43Group 1 - The acquisition of 60% stake in Anhui Tuosheng by Kaizhong Co., Ltd. raises concerns about potential conflicts of interest, as the owner of Tuosheng is the son of Kaizhong's eighth largest shareholder [1][3] - Kaizhong claims that the acquisition is aimed at enhancing its product offerings, but previous statements indicated that the two companies had no overlapping business, leading to skepticism about the rationale behind the deal [3][5] - The stock exchange has requested clarification from Kaizhong regarding the fairness of the transaction price and any hidden performance guarantees [3][5] Group 2 - Kaizhong's financial performance is under pressure, with a slight revenue increase of 5.43% in Q3 2025, but a net profit decline of 5.12%, and a significant drop in gross margin from 34.26% to 31.27% [5][6] - Rising raw material costs, which increased by 10.26% year-on-year, and high management costs from overseas expansions are contributing to the company's profitability challenges [6][8] - The company heavily relies on a few major clients, with the top five customers accounting for over half of its revenue, creating vulnerability in price negotiations [7][8] Group 3 - The growth rate of the new energy vehicle market is slowing, with projected production and sales growth in 2024 expected to be in single digits, complicating Kaizhong's expansion efforts [8][9] - The issuance of 308 million convertible bonds is primarily aimed at expanding production capacity, but there are concerns about whether new capacity will find buyers, risking further profit erosion from depreciation costs [8][11] - The acquisition and expansion strategy is viewed as a gamble, with Kaizhong's current liquidity ratio at 1.2, below the safe threshold of 2, indicating potential financial strain [11][14] Group 4 - The integration of Tuosheng's sealing technology with Kaizhong's shock-absorbing products is questioned, as both companies share a similar customer base, raising doubts about the expected synergies [11][13] - The technical barriers in the rubber sealing industry are low, suggesting that the acquisition may be more about consolidating relationships than achieving technological breakthroughs [13][14] - Geopolitical risks and management challenges in overseas markets, particularly in North America, pose additional uncertainties for Kaizhong's expansion strategy [13][14]