广东精诚粤衡律师事务所 关于 广东纳睿雷达科技股份有限公司 发行股份及支付现金购买资产并募集配套资金的 补充法律意见书（一） 二〇二五年八月 地址：广东省珠海市香洲区吉大情侣中路 47 号珠海怡景湾大酒店五层 邮政编码：519000 电话：0756-8893339 传真：0756-8893336 | 释义 4 | | --- | | 正文 7 | | 问题 2 关于差异化定价和股东特殊权利 7 | | 问题 13 关于标的公司历史沿革 41 | 广东纳睿雷达科技股份有限公司： 广东精诚粤衡律师事务所（以下简称"本所"）为在广东省司法厅注册设立并 依法执业的律师事务所。根据本所与广东纳睿雷达科技股份有限公司（以下简称 "纳睿雷达"）签署的《专项法律服务合同》，本所接受纳睿雷达的委托，担任纳睿 雷达本次拟实施的发行股份及支付现金购买资产并募集配套资金事宜（以下简称 "本次交易"）的专项法律顾问。 本所已根据《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》《上市公司监管指引第 9 号——上市公司筹划和实施重 大资产重组的监管要求》《公开发行证券的公司信息披露内容与格式准则第 26 ...

Macro Strategy - The core viewpoint highlights the unprecedented removal of Federal Reserve Governor Cook by Trump, raising concerns about the independence of the Federal Reserve and the potential for more "Trump-aligned" appointees, which could lead to increased expectations for interest rate cuts in the future [1] - Following the removal announcement, market reactions included rising long-term U.S. Treasury yields and gold prices, while the U.S. dollar index declined, indicating a shift in investor sentiment towards risk assets [1] Fixed Income - The report indicates a cautious approach in the convertible bond market, suggesting a reduction in exposure to high-priced targets while increasing allocations to ETFs to balance risks [2][3] - The 10-year government bond yield increased from 1.745% to 1.785%, reflecting market adjustments to macroeconomic conditions [2] Industry Insights - New Lai Ying Material (300260) reported improved Q2 performance, benefiting from growth in the semiconductor and liquid cooling sectors, with a focus on domestic substitution and an optimized customer structure [5][6] - Li Yuan Heng (688499) achieved profitability with a robust order backlog in solid-state battery equipment, indicating a strong operational cash flow and successful delivery to major clients [7] - Jin Zai Food (003000) is experiencing a Q2 adjustment period, leading to a downward revision of profit forecasts for 2025-2027, reflecting a mismatch between internal expansion strategies and external market conditions [8][9] - Anpei Long (301413) reported steady growth in its temperature and pressure sensor business while investing in humanoid robotics, adjusting profit forecasts for 2025-2026 [10] - Xinde New Materials (301349) is seeing significant growth in fast-charging products, with profit forecasts adjusted upwards due to improved margins [11] - The report on China National Railway (601766) indicates strong growth in H1 2025, driven by recovery in railway fixed asset investments [18] - The report on China Duty Free Group (601888) highlights a narrowing revenue decline in Q2 2025, with a focus on expanding city store operations to boost sales [31] - Yun Aluminum (000807) reported a 17.98% increase in revenue for H1 2025, with a focus on maintaining high profit margins amid fluctuating aluminum prices [32][33]

Core Viewpoint - The company, Narui Radar, reported significant growth in its financial performance for the first half of 2025, with total revenue reaching 155 million yuan, a year-on-year increase of 112.84%, and net profit attributable to shareholders soaring by 866.97% to approximately 56.95 million yuan [1][7]. Financial Performance - Total revenue for the first half of 2025 was 155 million yuan, up 112.84% from 72.78 million yuan in the same period of 2024 [1]. - Net profit attributable to shareholders reached 56.95 million yuan, a substantial increase of 866.97% compared to 588,910 yuan in the previous year [1][7]. - The gross profit margin was reported at 72.32%, down 7.4% year-on-year, while the net profit margin increased significantly to 36.76%, up 354.33% [1]. - The company’s operating cash flow per share was -0.05 yuan, a decrease of 45.91% year-on-year [1]. Key Financial Metrics - The company’s inventory increased by 50.07% year-on-year, indicating a buildup of stock [1]. - The total of selling, administrative, and financial expenses was 11.15 million yuan, accounting for 7.2% of revenue, down 33.52% year-on-year [1]. - The company’s earnings per share rose to 0.19 yuan, an increase of 850% compared to 0.02 yuan in the previous year [1]. Business Drivers - The significant revenue growth was attributed to new contracts for phased array weather radar and accelerated recognition of existing orders [6][7]. - The company is actively seeking external growth opportunities, including the acquisition of Sigma Microelectronics to enhance its radar chip design capabilities [7]. Market Outlook - The company plans to focus on its core business while enhancing product research and development capabilities and expanding market share [8]. - Future growth is expected to benefit from national policies related to disaster prevention, water information technology, and domestic production of air traffic control equipment [16]. Fund Holdings - The largest fund holding Narui Radar shares is the Yongying Low Carbon Environmental Smart Selection Mixed Fund, which has increased its position [5]. Accounts Management - The company has improved its accounts receivable management, leading to a reduction in bad debt provisions due to faster collection of receivables [9]. Dividend Policy - The company has implemented a semi-annual cash dividend policy, reflecting its commitment to shareholder returns and confidence in its financial performance [10]. International Expansion - The company has established a wholly-owned subsidiary in Hong Kong to accelerate its international market expansion and attract global talent [12]. Production Capacity - The company is currently renting external facilities to expand production capacity and plans to further release capacity as fundraising projects are completed [16].

Core Viewpoint - The company, Narui Radar, reported significant growth in its financial performance for the first half of 2025, with total revenue reaching 155 million yuan, a year-on-year increase of 112.84%, and net profit attributable to shareholders soaring by 866.97% to approximately 56.95 million yuan [1][22]. Financial Performance - Total revenue for the first half of 2025 was 155 million yuan, up 112.84% from 72.78 million yuan in the same period of 2024 [1]. - Net profit attributable to shareholders reached 56.95 million yuan, a substantial increase of 866.97% compared to 588.91 thousand yuan in the previous year [1]. - The gross profit margin was reported at 72.32%, a decrease of 7.4% year-on-year, while the net profit margin increased significantly to 36.76%, up 354.33% [1]. - The company’s operating expenses, including sales, management, and financial costs, totaled 11.15 million yuan, accounting for 7.2% of revenue, a reduction of 33.52% year-on-year [1]. Asset and Liability Changes - Inventory increased by 50.07% year-on-year, indicating a significant rise in stock levels [1]. - Cash and cash equivalents decreased by 52.62% to 782 million yuan, attributed to an increase in structured deposits [1][2]. - Trade receivables decreased by 25.46% to 202 million yuan, reflecting improved collection efficiency [1][22]. - The company reported a 97.21% reduction in interest-bearing liabilities, down to 1.76 million yuan [1]. Operational Insights - The increase in revenue was primarily driven by new contracts for phased array weather radar systems and accelerated recognition of existing orders [22]. - The company is actively pursuing external growth opportunities, including the acquisition of Sigma Microelectronics to enhance its radar chip design capabilities [23]. - Future growth is expected to be supported by national policies related to disaster prevention, water resource management, and modernization of air traffic control equipment [31]. Market Position and Strategy - The company aims to strengthen its market position by enhancing product research and development capabilities and expanding market share [24]. - Narui Radar has established a wholly-owned subsidiary in Hong Kong to facilitate international market expansion and attract global talent [27]. - The company plans to continue focusing on its core business while exploring strategic acquisitions to bolster its technological capabilities [23].

纳睿雷达 20250826 摘要 Q&A 2025 年上半年公司经营情况如何？ 2025 年上半年，公司实现营业收入约 1.55 亿元，较上年同期增长 112%；利 润总额约 6,000 万元，较上年同期增长 6,800%；归属于上市公司股东的净利 润约 5,695 万元，同比增长 867%；归属于上市公司股东的扣除非经常性损益 的净利润约 5,342 万元，同比增长 458%。业绩大幅增长主要原因包括新签相 控阵水利侧翼雷达合同金额大幅增加，以及存量相控阵天气雷达订单加速确认 收入。此外，应收款回款加速和坏账同比减少也对整体业绩改善有显著贡献。 上半年营收中存量订单与新签订单的贡献比例是多少？ 2025 年上半年公司营收和扣非净利润分别同比增长 867%和 458%， 主要得益于相控阵水利侧翼雷达新签合同额大幅增加及存量天气雷达订 单加速确认收入，应收款回款加速和坏账减少亦有贡献。 2025 年上半年新签订单约 3 亿元，低于去年同期的 5 亿多元，主要因 去年同期广东省粤东西北地区天气雷达项目集中招标，预计下半年天气 雷达市场需求将显著增加。 公司合同负债为 1.48 亿元，同比增长，多数合同预付款比例为 ...

Core Viewpoint - The company reported significant growth in revenue and net profit for the first half of 2025, driven by increased orders and successful project completions [1][2][3] Group 1: Financial Performance - In H1 2025, the company achieved revenue of 155 million (up 112.84% YoY) and a net profit of 57 million (up 866.97% YoY) [1] - In Q2 2025, revenue reached 97 million (up 134.22% YoY, up 66.19% QoQ) and net profit was 35 million (up 2027.66% YoY, up 62.84% QoQ) [1] - The company has a strong order backlog, with accelerated recognition of existing orders contributing to revenue growth [1][3] Group 2: Cost Control and R&D Investment - Sales expenses in H1 2025 were 15 million (up 28.07% YoY), with a sales expense ratio of 9.48% (down 6.28 percentage points) [2] - Management expenses were 11 million (up 1.23% YoY), with a management expense ratio of 8.48% (down 9.34 percentage points) [2] - R&D expenses in H1 2025 totaled 45 million (up 21.99% YoY), with ongoing projects in advanced radar technologies to maintain a competitive edge [2] Group 3: Market Demand and Growth Drivers - Demand for rain measurement radars is expected to remain stable due to ongoing national water network construction [3] - The commencement of the Yarlung Tsangpo River project is anticipated to create new demand for high-precision rain measurement radars [3] - The low-altitude radar sector is set for large-scale development, with the company already involved in Shenzhen's low-altitude management system [3] - The air traffic management radar sector is moving towards domestic production, with the company signing cooperation agreements with various air traffic control bureaus [3] Group 4: Revenue and Profit Forecast - The company is projected to maintain high growth in revenue and new orders, with expected revenues of 911 million, 1.259 billion, and 1.575 billion for 2025, 2026, and 2027 respectively [3] - Forecasted net profits are 489 million, 670 million, and 834 million for the same years [3] - The projected price-to-earnings ratios are 30, 22, and 18 for 2025, 2026, and 2027 respectively [3]

证券研究报告 需求持续放量，全年业绩可期 2025 年 8 月 26 日│中国内地 航空航天 纳睿雷达发布半年报，2025 年 H1 实现营收 1.55 亿元（yoy+112.84%）， 归母净利 5694.66 万元（yoy+866.97%），扣非净利 5341.82 万元 （yoy+458.11%）。其中 Q2 实现营收 9670.49 万元（yoy+134.22%， qoq+66.19%），归母净利 3528.10 万元（yoy+2027.66%，qoq+62.84%）。 上半年公司下游需求向好，业绩释放顺畅，公司持续深耕气象\水利方向相 控阵雷达领域，并新拓展了空管、特种领域的相控阵雷达应用场景，未来发 展向好，维持"买入"评级。 下游需求持续向好，费用端下降明显 2025 年上半年公司业绩实现较快增长，主要因新签相控阵水利测雨雷达合 同金额大幅增长，存量相控阵天气雷达订单加速确认落地，且应收款项回款 加快使坏账准备计提减少。核心业务雷达精细化探测系统实现收入 1.54 亿 元，同比增长 112.59%，综合毛利率为 72.45%，同比下滑 6.44pct。公司 期间费用率为 36.11%，较去年同期 ...

Summary of Key Points Core Viewpoint - In August 2023, a total of 673 companies released their semi-annual reports for 2025, with 353 companies reporting a year-on-year increase in net profit, while 320 reported a decline. Additionally, 389 companies saw an increase in operating revenue, and 284 experienced a decrease. Notably, 255 companies had both net profit and operating revenue growth, while 186 companies reported declines in both metrics. The company with the highest profit growth was Huahong Technology, with an increase of 3480.57% [1]. Group 1: Company Performance - Huahong Technology reported a net profit of 79.63 million yuan, with a staggering year-on-year increase of 3480.57% and operating revenue of 315.94 million yuan, up 17.17% [1]. - Other notable performers include: - Guangda Tongchuang with a net profit of 23.22 million yuan, a year-on-year increase of 2699.69%, and operating revenue of 74.99 million yuan, up 48.31% [1]. - Qiming Information reported a net profit of 14.19 million yuan, up 2568.50%, with operating revenue of 32.99 million yuan, an increase of 6.51% [1]. - New Yisheng achieved a net profit of 394.23 million yuan, a 355.68% increase, with operating revenue of 1,043.72 million yuan, up 282.64% [1]. Group 2: Revenue Trends - A total of 71 companies experienced a doubling of their performance metrics, indicating strong growth potential in the market [1]. - The overall trend shows that while many companies are experiencing growth, there are also significant numbers reporting declines, highlighting a mixed performance landscape [1]. - Companies like Huafeng Technology and Yongding Co. also reported substantial increases in both net profit and operating revenue, with year-on-year growth rates of 940.64% and 917.66%, respectively [1].

2025年8月26日，纳睿雷达(688522.SH)发布2025年半年度报告。截至2025年8月25日，共有42个机构投 资者披露持有纳睿雷达A股股份，合计持股量达1.50亿股，占纳睿雷达总股本的49.62%。其中，前十大 机构投资者包括珠海加中通科技有限公司、中信银行股份有限公司-永赢低碳环保智选混合型发起式证 券投资基金、中国农业银行股份有限公司-长城久嘉创新成长灵活配置混合型证券投资基金、中国工商 银行股份有限公司-广发多因子灵活配置混合型证券投资基金、珠海纳睿达成管理咨询合伙企业(有限合 伙)、中国建设银行股份有限公司-长信国防军工量化灵活配置混合型证券投资基金、上海浦东发展银行 股份有限公司-广发小盘成长混合型证券投资基金(LOF)、中国银行股份有限公司-广发中小盘精选混合 型证券投资基金、厦门兴旺至诚投资管理有限公司-厦门兴旺互联二号投资合伙企业(有限合伙)、宝盈转 型动力混合A，前十大机构投资者合计持股比例达48.40%。相较于上一季度，前十大机构持股比例合计 下跌了0.25个百分点。 公募基金方面，本期较上一期持股增加的公募基金共计21个，主要包括长城久嘉创新成长混合A、广发 多因子混合、广发 ...

Group 1 - The National Development and Reform Commission held a meeting to gather opinions on expanding domestic demand and stabilizing employment during the 14th Five-Year Plan period [2] - Companies expressed the need for improved policies in areas such as domestic demand expansion, market competition, intellectual property protection, and green development [2] - Enterprises are focusing on innovation and resisting disorderly competition to contribute to economic growth [2] Group 2 - Multiple high-performing stocks reported significant growth in their mid-year earnings, with Gaode Infrared's net profit increasing by over 900% year-on-year [3] - Companies like Changcheng Military Industry and Taotao Automotive also reported substantial revenue increases, indicating a strong performance in the market [3] Group 3 - NVIDIA launched the Jetson Thor AI computing platform, which boasts a 7.5 times increase in AI computing power compared to its predecessor [4] - The developer kit is priced at $3,499, while bulk orders for the production module are priced at $2,999 each [4] Group 4 - Elon Musk's xAI filed a lawsuit against OpenAI and Apple, accusing them of colluding to hinder competition in the AI sector [5] - Musk claims that Apple is violating antitrust laws by favoring OpenAI in its app store rankings, making it difficult for other AI companies to compete [5] Group 5 - The U.S. government announced plans to impose a 50% tariff on Indian products, signaling a significant increase from the previous 25% [6] - This move is part of a broader strategy to raise tariffs on goods purchased from India, particularly those related to Russian oil [6] Group 6 - China's ETF market is nearing a milestone of 5 trillion yuan, with the total market size reaching 4.97 trillion yuan [7] - The number of ETFs exceeding 100 billion yuan has also increased, with major fund companies leading the market [7] Group 7 - The Chinese government issued guidelines to strengthen the national carbon market, supporting financial institutions in conducting carbon pledge financing [8] - The goal is to establish a comprehensive carbon trading market by 2030, covering major industrial sectors and ensuring a transparent pricing mechanism [8][10] Group 8 - Domestic oil prices are expected to decrease for the seventh time this year, potentially saving consumers 7.5 yuan per full tank [9] - Analysts attribute this anticipated drop to a lack of positive signals in the international oil market [9] Group 9 - The competition for the title of "stock king" in A-shares is intensifying between Cambricon and Kweichow Moutai, with Cambricon's stock price surging [12] - This shift reflects a broader market trend towards valuing AI and technology-driven growth over traditional consumer brands [12] Group 10 - Huawei is set to launch a new AI SSD aimed at enhancing data processing capabilities for AI model training [13] - This product is designed to address limitations in traditional high-bandwidth memory, offering larger capacity and improved data throughput [13] Group 11 - Several Chinese traditional medicine companies are increasing their investment in innovative drug research and development [16] - Airlines and airports are expected to see continued improvement in their performance in the second half of the year [16] Group 12 - The lithium mining industry is expected to see an improvement in supply-demand dynamics due to a reduction in excessive competition [17] - ASIC chip leaders are adjusting their pricing strategies, indicating a shift in market conditions [17] Group 13 - The A-share market is experiencing a strong upward trend, with the Shanghai Composite Index approaching 3900 points [17] - The market's performance is supported by improved domestic fundamentals and liquidity, alongside positive earnings reports from listed companies [20][21]