Group 1 - The core point of the article is that Senba Sensor Technology Co., Ltd. is acquiring 67% equity of Wuxi Green Tong Safety Equipment Co., Ltd. through a combination of issuing shares and cash payment, with a total transaction price of 215.07 million yuan [4][5][6] - The cash payment for the acquisition is 105.93 million yuan, while the share payment is 109.14 million yuan [4][5] - The company plans to raise matching funds not exceeding 105.93 million yuan through issuing shares to no more than 35 specific investors [5][6] Group 2 - The transaction has completed the necessary decision-making and approval processes, including signing relevant agreements and obtaining regulatory approvals [6][9] - The asset transfer has been completed, and the company has obtained the 67% equity of Wuxi Green Tong, with all registration procedures finalized [8][9] - The independent financial advisor has confirmed that the transaction has been executed in compliance with the agreements, and the cash payment has been made as per the stipulated timeline [9][10] Group 3 - The performance commitment for the acquired company includes net profit targets of 30.64 million yuan, 32.17 million yuan, and 33.78 million yuan for the years 2023, 2024, and 2025, respectively [10][11] - The actual net profit for 2024 was reported at 28.44 million yuan, achieving a performance commitment completion rate of 88.40% [20][21] - The independent financial advisor noted that while the 2024 performance commitment was not met, the cumulative actual net profit exceeded the cumulative commitment, thus no compensation is required [21] Group 4 - The company reported a revenue of 446.37 million yuan for 2024, representing a year-on-year increase of 51.33% [24] - The net profit attributable to shareholders for 2024 was 53.17 million yuan, with a significant increase in net profit compared to the previous year [24] - The company has actively pursued research and development, resulting in the successful development of new products and technologies [22][23]

华创证券有限责任公司 二〇二五年五月 P A G E 关于森霸传感科技股份有限公司 发行股份及支付现金购买资产并募集配套 资金 之 2024 年度持续督导意见暨持续督导总结报 告 声明 华创证券有限责任公司（以下简称"华创证券"或"本独立财务顾问"）作为森 霸传感科技股份有限公司（以下简称"上市公司"、"公司"或"森霸传感"）发行股 份及支付现金购买资产并募集配套资金（以下简称"本次交易"）的独立财务顾问， 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司重大资产重 组管理办法》《公开发行证券的公司信息披露内容与格式准则第 26 号——上市 公司重大资产重组》《上市公司证券发行注册管理办法》《深圳证券交易所创业板 股票上市规则》等相关法律法规的规定，按照证券行业公认的业务标准、道德规 范，本着诚实信用、勤勉尽责的态度，经过审慎核查，结合森霸传感 2024 年年 度报告，出具本持续督导意见（以下简称"本报告书"）。 本独立财务顾问所出具本报告书的依据是上市公司、交易对方、标的公司等 本次交易相关各方提供的资料。上市公司及本次交易相关方保证其所提供的有关 本次资产重组的相关信息真实、准确和完整，没有 ...

Summary of Key Points Core Viewpoint - The actual controller of Senba Sensor (300701.SZ) has completed a share reduction plan, with significant shares sold by associated parties, but this will not affect the company's control or governance structure. Share Reduction Plan - Shanghai Tongyi Investment Management Co., Ltd. - Tongyi Kangteng No. 8 Private Securities Investment Fund (Kangteng No. 8) planned to reduce its holdings of 5,400,000 shares (1.91% of total shares) from February 6, 2025, to May 5, 2025 [1] - Individual shareholder Dan Ying planned to reduce up to 2,305,863 shares (0.82% of total shares) during the same period [1] Implementation Results - As of the announcement date, Kangteng No. 8 reduced 521,500 shares through centralized bidding at an average price of 10.7400-10.9400 CNY/share and 1,791,570 shares through block trading at an average price of 9.4400-10.2800 CNY/share, totaling a reduction of 4,606,270 shares [2][3] - Dan Ying reduced 2,293,200 shares through centralized bidding at an average price of 10.1100-12.1600 CNY/share [2][3] Financial Performance - In Q1 2025, Senba Sensor reported revenue of 89.6877 million CNY, a decrease of 5.13% year-on-year, and a net profit of 7.3023 million CNY, down 40.58% year-on-year [4][5] - The company's net cash flow from operating activities was 4.8968 million CNY, a decline of 6.37% year-on-year [4][5] Yearly Comparison - For the year 2024, Senba Sensor achieved revenue of 446.371 million CNY, an increase of 51.33% year-on-year, but the net profit decreased by 30.17% to 39.413 million CNY [6] - The net profit excluding non-recurring gains was 53.167 million CNY, up 51.34% year-on-year, with a significant increase in cash flow from operating activities by 79.95% to 94.677 million CNY [6]

证券代码：300701 证券简称：森霸传感 公告编号：2025-033 森霸传感科技股份有限公司 大股东减持计划期限届满暨实施结果的公告 持股 5%以上的股东赣州盈贝投资发展有限公司保证向本公司提供的信息内 容真实、准确、完整，没有虚假记载、误导性陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一 致。 森霸传感科技股份有限公司（以下简称"公司"或"本公司"）于 2025 年 1 月 7 日披露了《大股东减持股份预披露公告》（公告编号：2025-001），公司持股 5% 以上的股东赣州盈贝投资发展有限公司（以下简称"盈贝投资"）计划减持公司股 份不超过 5,654,702 股，即不超过公司总股本的 2%。其中，自该公告披露之日起 15 个交易日后 3 个月内（即从 2025 年 2 月 6 日至 2025 年 5 月 5 日止，根据相 关法律法规规定禁止减持的期间除外）通过集中竞价方式减持本公司股份不超过 2,827,351 股，即不超过公司总股本的 1%；自该公告披露之日起 15 个交易日后 3 个月内（即从 2025 年 2 月 6 日至 2025 年 5 月 5 日止，根据 ...

森霸传感科技股份有限公司 实际控制人之一致行动人减持计划期限届满暨实施结果的公告 实际控制人之一致行动人上海通怡投资管理有限公司－通怡康腾 8 号私募 证券投资基金、单颖女士保证向本公司提供的信息内容真实、准确、完整，没 有虚假记载、误导性陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一 致。 森霸传感科技股份有限公司（以下简称"公司"）于 2025 年 1 月 7 日披露了 《关于公司实际控制人之一致行动人股份减持计划的预披露公告》（公告编号： 2025-002），持有公司股份 5,400,000 股（占公司总股本比例 1.91%）的上海通怡 投资管理有限公司－通怡康腾 8 号私募证券投资基金（以下简称"康腾 8 号"）计 划自公告披露之日起 15 个交易日后 3 个月内（即从 2025 年 2 月 6 日至 2025 年 5 月 5 日止，根据相关法律法规规定禁止减持的期间除外）通过集中竞价方式及 大宗交易方式减持公司股份不超过 5,400,000 股，即不超过公司总股本的 1.91%。 持有公司股份 9,223,452 股（占公司总股本比例 3.26%）的单颖女士计划自 ...

Group 1: Investment Trends of Super Investors - Super investors in A-shares have shown a significant divergence in investment directions, with a focus on computing power and humanoid robots by individual investors, while billion-dollar private equity firms have concentrated on materials and resources sectors [1] - Notable individual investor Zhang Jianping has heavily increased his stake in computing power concepts, becoming a top shareholder in companies like Hangang Steel and Aofei Data, while also increasing his holdings in Cambrian [1] - Investor Ge Weidong has entered the top ten shareholders of Su Da Weige, holding 1.62 million shares valued at approximately 30 million yuan, indicating a strategic focus on micro-nano optical materials and communication industries [1] Group 2: Private Equity Movements - Over 20 billion-dollar private equity firms have appeared in the first quarter reports of listed companies, with firms like Gao Yi Asset and Xuan Yuan Private Equity being particularly active [3] - Gao Yi Asset has newly entered the top ten shareholders of companies such as Guoci Materials and China Aluminum, while increasing stakes in Longbai Group and Zijin Mining, and reducing holdings in Hikvision and Yangnong Chemical [3] - Xuan Yuan Private Equity has also made significant moves, entering the top ten shareholders of Huabao Co. and Stanley, while reducing positions in companies like Jidong Equipment [4] Group 3: Sector Focus and Company Highlights - The computing power and humanoid robot sectors are gaining traction among individual investors, with companies like Zhongjian Technology being highlighted as key players in the humanoid robot concept [1][2] - The materials and resources sectors are favored by private equity firms, with companies like Wolong Nuclear Materials receiving attention from multiple billion-dollar private equity products [4] - The first quarter has seen a notable increase in collaboration agreements between companies like Zhongding Co. and various robot enterprises, positioning Zhongding as a leader in the humanoid robot sector [2]

证券代码：300701 证券简称：森霸传感 公告编号：2025-032 森霸传感科技股份有限公司 关于使用暂时闲置自有资金进行现金管理的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 森霸传感科技股份有限公司（以下简称"公司"）为提高资金使用效率，合理 利用暂时闲置资金，经第第五届董事会第八次会议和第五届监事会第六次会议， 审议通过了《关于继续使用暂时闲置自有资金进行现金管理的议案》，同意公司 及控股子公司继续使用额度不超过人民币 2 亿元的暂时闲置自有资金进行现金 管理，购买安全性较高、流动性好的中低风险理财产品，在最高限额内的额度可 循环使用，使用期限不超过 12 个月。具体内容详见公司刊载于巨潮资讯网 （www.cninfo.com.cn）的相关公告。 近日，公司购买理财产品的相关事项有了新的进展，具体情况如下： 一、公司本次使用暂时闲置自有资金购买理财产品基本情况 1、事项一 | 签约方名称 | 交通银行股份有限公司 | | | | | | --- | --- | --- | --- | --- | --- | | 产品名称 | 交通银行蕴通 ...

Financial Performance - The company's revenue for Q1 2025 was ¥89,687,724.23, a decrease of 5.13% compared to ¥94,538,537.76 in the same period last year[5] - Net profit attributable to shareholders was ¥7,302,316.13, down 40.58% from ¥12,290,250.39 year-on-year[5] - The net profit excluding non-recurring gains and losses increased by 11.53% to ¥7,901,466.32 from ¥7,084,515.06 in the previous year[5] - Total operating revenue decreased to ¥89,687,724.23 from ¥94,538,537.76, representing a decline of approximately 5.5% year-over-year[23] - Net profit for the period was ¥9,224,853.88, down from ¥12,814,788.08, indicating a decrease of approximately 28.5% year-over-year[24] - Operating profit decreased to ¥10,495,722.37 from ¥15,212,539.73, reflecting a decline of around 30.0% year-over-year[24] - Basic and diluted earnings per share decreased to ¥0.03 from ¥0.04, a decline of 25.0%[25] Assets and Liabilities - The company's total assets at the end of the reporting period were ¥1,119,951,405.89, a decrease of 1.35% from ¥1,135,302,801.42 at the end of the previous year[5] - The cash and cash equivalents at the end of the period were ¥88,606,715.82, a decrease of 75.20% from ¥357,293,754.56 at the end of the previous year[11] - Accounts receivable decreased to CNY 86,019,335.45 from CNY 91,663,314.89, indicating a reduction of about 6.5%[20] - Total current liabilities decreased to CNY 79,956,231.88 from CNY 103,828,057.99, a decline of approximately 23.0%[21] - The company's total liabilities decreased to CNY 109,605,056.42 from CNY 134,900,451.15, a reduction of approximately 18.7%[21] - The company's total equity increased to CNY 1,010,346,349.47 from CNY 1,000,402,350.27, reflecting a growth of about 1.0%[22] Cash Flow - The cash flow from operating activities was ¥4,896,842.43, down 6.37% from ¥5,230,229.45 in the same period last year[5] - Cash flow from operating activities generated ¥4,896,842.43, compared to ¥5,230,229.45 in the previous period, a decrease of about 6.4%[26] - Cash flow from investing activities resulted in a net outflow of ¥42,399,000.46, worsening from a net outflow of ¥7,108,322.31 in the prior period[27] Shareholder Information - Total number of common shareholders at the end of the reporting period is 20,796[12] - The largest shareholder, Pengwei International Group (Hong Kong) Limited, holds 19.98% of shares, totaling 56,482,150 shares[12] - Ganzhou Yingbei Investment Development Co., Ltd. holds 16.12% of shares, totaling 45,566,272 shares[12] - The top three shareholders collectively own 46.59% of the company[12] - The number of shares held by the top ten shareholders is 144,000,000, representing a significant concentration of ownership[12] - There are no preferred shareholders or changes in preferred shareholder status reported[14] Other Financial Metrics - The basic earnings per share decreased by 25.00% to ¥0.03 from ¥0.04 year-on-year[5] - The weighted average return on equity was 0.77%, down 0.61% from 1.38% in the previous year[5] - The company reported a significant decrease of 63.85% in other income, totaling ¥2,409,496.92 compared to ¥6,665,824.55 in the previous year[10] - The company reported a significant decrease in research and development expenses to ¥6,515,930.81 from ¥7,273,689.03, a reduction of about 10.4% year-over-year[23]

Core Viewpoint - The company, Senba Sensor, reported a significant increase in revenue and net profit for the fiscal year 2024, driven by strategic acquisitions and technological innovations in the optoelectronic sensor and safety monitoring sectors [1][2]. Group 1: Financial Performance - The company achieved an operating revenue of 446 million RMB, representing a year-on-year growth of 51.33%, marking a historical high in revenue [1]. - The net profit reached 39.41 million RMB, with a non-recurring profit of 53.17 million RMB, reflecting a growth of 51.34% year-on-year [1]. - The company proposed a cash dividend of 1.00 RMB per 10 shares (including tax) [1]. Group 2: Business Expansion and Integration - The company strengthened its leading position in the sensor industry through steady expansion of core business and breakthroughs in new fields, with traditional products like pyroelectric infrared sensors generating 251 million RMB in revenue, a 5.8% increase [2]. - The acquisition of Green Tong contributed 121 million RMB in revenue, accounting for 27.05% of total revenue, successfully entering high-barrier markets such as petrochemical, chemical, and gas [2]. - The strategic acquisition enhanced the company's product line and significantly improved its competitiveness in the safety monitoring instruments market [2]. Group 3: Technological Innovation - The company emphasized research and development, increasing R&D expenditure to 29.05 million RMB, a growth of 48.18% [3]. - New products and technologies, such as the multi-channel intelligent pyroelectric infrared detector and high signal-to-noise ratio pyroelectric infrared sensor, have made significant progress [3]. - The company holds 167 patents and 8 software copyrights, establishing a unique technological advantage in the fields of pyroelectric material preparation and intelligent sensor integration [3]. Group 4: Future Outlook - The company aims to become a leading enterprise in the sensor industry, focusing on optimizing product performance and expanding into emerging fields like IoT and AI [4]. - The strategy includes extending sensor business into safety monitoring markets in petrochemical, chemical, and gas industries, leveraging synergies with Green Tong [4]. - The company plans to comprehensively cover industrial automation and smart city demands to promote sustainable and steady development [4].