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森霸传感: 华创证券有限责任公司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

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]