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ST景谷: 华创证券有限责任公司关于云南景谷林业股份有限公司重大资产购买之2024年度持续督导工作报告书暨持续督导总结报告

Core Viewpoint - Yunnan Jinggu Forestry Co., Ltd. is undergoing a significant asset acquisition, purchasing 51% of the equity of Tangxian Huiyin Wood Industry Co., Ltd. for a total transaction price of 270.3 million yuan, which is based on an asset evaluation report that indicates an 83.7% appreciation in value [5][7]. Group 1: Transaction Overview - The transaction involves Yunnan Jinggu Forestry acquiring 51% of Huiyin Wood for 270.3 million yuan, with the equity held by multiple parties including Cui Huijun and Wang Lanchun [5][7]. - The evaluation of Huiyin Wood's total equity was assessed at 530.3 million yuan as of October 31, 2022, leading to a valuation of 270.45 million yuan for the 51% stake [7]. - The transaction has been approved by the company's board and has completed the necessary legal and regulatory procedures [8][9]. Group 2: Performance Commitments - The sellers have committed to specific profit targets for Huiyin Wood, with projected net profits of 43.53 million yuan, 57.67 million yuan, and 64.04 million yuan for the years 2023, 2024, and 2025 respectively [3][4]. - The total committed net profit over the three years amounts to 165.24 million yuan [3]. Group 3: Compliance and Governance - The independent financial advisor, Huachuang Securities, has confirmed that the transaction complies with relevant laws and regulations, including the Company Law and Securities Law [5][9]. - The company has established measures to ensure the independence of its operations and to prevent any conflicts of interest with its controlling shareholders [22][29].