Core Viewpoint - The acquisition of 52% stake in Fagor Aiderlan by Doli Technology raises concerns due to the significant pre-transaction dividend and the company's declining financial performance [1][2][4] Financial Performance - Doli Technology reported a revenue of 3.592 billion yuan in 2024, a decrease of 8.19% year-on-year [2] - The net profit attributable to shareholders was 425 million yuan, down 14.43% compared to the previous year [2] - The gross profit margin was 21.08%, a decline of 2.13 percentage points year-on-year [2] - In Q1 2025, total revenue was 873 million yuan, an increase of 11.82% year-on-year, but net profit decreased by 17.10% to 95.27 million yuan [2] Inventory and Operational Efficiency - Doli Technology's inventory reached 808 million yuan in 2024, an increase of 43% year-on-year, with inventory turnover days rising to 87 days, up 24% [3] - The increase in inventory may indicate declining product competitiveness or changes in market demand, posing risks in a sensitive industry like automotive parts [3] Governance and Regulatory Issues - The company faced regulatory scrutiny for governance issues, including non-compliance in the use of raised funds and internal control deficiencies [3] - The financial advisor and representatives received warnings for inadequate diligence during the IPO process, raising concerns about the company's internal controls [3] Acquisition Rationale - Doli Technology stated that the acquisition aims to enhance product structure, improve business layout, and advance internationalization [3] - The target company, Fagor Aiderlan, specializes in aluminum alloy casting and is a designated supplier for BMW and Mercedes [3] Strategic Timing Concerns - Questions arise regarding the appropriateness of pursuing international expansion given the company's declining net profit and worsening inventory turnover efficiency [4] - The substantial pre-transaction dividend raises concerns about potential harm to the interests of the listed company [4]

Transaction Overview - The company plans to acquire 52% equity of Kunshan Fagerland Automotive Parts Co., Ltd. through its wholly-owned subsidiary Kunshan Daya Automotive Parts Co., Ltd. to enhance product structure and business layout, aiming for sustainable returns for shareholders [1][10] - The transaction amount for the 52% equity is RMB 91.4653 million, which accounts for 2.01% of the company's audited net assets attributable to shareholders for 2024 [2][10] Valuation and Financial Data - The total value of 100% equity of Kunshan Fagerland as of March 31, 2025, is RMB 227.2895 million, with net assets reported at RMB 207.2059 million [2][5] - The company will receive a dividend of RMB 42.1053 million from Kunshan Fagerland before the transaction completion, adjusting the valuation of 100% equity to RMB 175.8947 million [7] Company Background - Kunshan Fagerland is a wholly-owned subsidiary of EDERLAN SUBSIDIARIES, S.A., a leading manufacturer in the automotive parts industry, specializing in chassis systems and other critical components [3][6] - The company has a registered capital of €1.51 million and focuses on aluminum alloy casting suspension components, serving major European automotive manufacturers [6][10] Strategic Implications - The acquisition aligns with the company's strategic goals to integrate resources, enhance product offerings, and expand international operations [10] - The transaction is expected to positively impact the company's financial status and operational results, enhancing overall industry scale and profitability [10]

Group 1 - The company, Doli Technology, plans to acquire 52% equity stake in Kunshan Fager Ederlan through its wholly-owned subsidiary Kunshan Daya for a consideration of 91.4653 million yuan [1] - Kunshan Fager Ederlan specializes in aluminum alloy casting suspension components and primarily provides services to traditional European automotive manufacturers [1] - Current clients of Kunshan Fager Ederlan include major automotive companies such as BMW, Mercedes-Benz, Benteler, and ZF [1]