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苏州规划溢价重组将增商誉2.08亿 标的尚未盈利承诺三年归母净利7500万

Core Viewpoint - Suzhou Planning (301505.SZ) is expanding into the low-altitude economy by acquiring 100% of Beijing Dongjin Aviation Technology Co., Ltd. for 250 million yuan, marking a strategic shift towards new productive forces [1][3][4]. Group 1: Acquisition Details - The acquisition price for Dongjin Aviation is set at 250 million yuan, with a total valuation of 254 million yuan, resulting in a premium rate of 217.05% [2][3]. - The payment structure includes 195 million yuan in shares and approximately 54.61 million yuan in cash, with additional fundraising of up to 50 million yuan planned to cover transaction costs [2][3]. - Post-acquisition, Dongjin Aviation will become a wholly-owned subsidiary of Suzhou Planning, enhancing its business portfolio in the low-altitude economic sector [1][2]. Group 2: Financial Performance and Projections - Dongjin Aviation has not yet achieved profitability, with projected losses of 10.92 million yuan, 25.61 million yuan, and 3.46 million yuan for the years 2023 to mid-2025 [4][5]. - The company has committed to achieving audited net profits of no less than 7.5 million yuan over three years, with specific targets of 1.5 million yuan, 2.5 million yuan, and 3.5 million yuan for 2026, 2027, and 2028 respectively [5][6]. - Suzhou Planning has faced declining revenues and profits since its IPO, with a revenue drop of 3.3% and 21.24% in 2023 and 2024, respectively, and a significant decline in net profit [5][6]. Group 3: Strategic Implications - The acquisition is viewed as a critical move for Suzhou Planning to optimize its industrial layout and transition towards new productive forces, particularly in air traffic management [3][7]. - The integration of Dongjin Aviation is expected to create synergies in planning capabilities and data accumulation, as both companies share similar client bases in government and state-owned enterprises [2][3]. - Despite the anticipated short-term financial impact due to high R&D costs and share payment expenses, the long-term outlook for Dongjin Aviation is positive, with expectations of future profitability driven by growth in the low-altitude economy [7].