E 录 | | | | 二、财务报表…………………………………………………………………………………… 第 5―12 页 | | --- | | (一) 合并及母公司资产负债表 ……………………………………… 第 5—6 页 | | (二)合并及母公司利润表 …………………………………………………………………………………… 第 7 页 | | (三) 合并及母公司现金流量表 …………………………………………………… 第 8 页 | | (四)合并所有者权益变动表 …………………… ………… 第 9-10 页 | | (五)母公司所有者权益变动表 ……………………………第 11—12 页 | 您可使用手机"扫一扫"或进入"注册会计师行业统一监管平台（http://acc.mof.gov.cn） 3-1-1 三、财务报表附注 … 四、资质证书复印件… t 天健审〔2025〕7-732 号 天津希格玛微电子技术有限公司全体股东: 一、审计意见 我们审计了天津希格玛微电子技术有限公司(以下简称天津希格玛公司)财 务报表,包括2023年12月31日、2024年12月31日、2025年6月30日的合 并及母公司资产负债表, ...

证券代码：688522 证券简称：纳睿雷达 公告编号：2025-072 号 广东纳睿雷达科技股份有限公司 第二届董事会第十三次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、董事会会议召开情况 广东纳睿雷达科技股份有限公司（以下简称"公司"）董事会于 2025 年 11 月 21 日以书面形式发出会议通知，于 2025 年 11 月 27 日在公司会议室以现场结合通讯方 式召开会议并作出本董事会决议。本次会议由公司董事长包晓军先生召集并主持，会 议应出席董事 5 名，实际出席董事 5 名。本次会议召开符合《中华人民共和国公司法》 《中华人民共和国证券法》等法律、法规、规范性文件和《广东纳睿雷达科技股份有 限公司章程》《广东纳睿雷达科技股份有限公司董事会议事规则》的规定，会议决议 合法、有效。 二、董事会会议审议情况 （一）审议并通过了《关于修订〈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报告书（草案）〉及其摘要的议案》 议案表决情况：有效表决票 5 票，同意 5 票，反对 0 票， ...

议案表决情况：同意 2 票，反对 0 票，弃权 0 票。 公司拟通过发行股份及支付现金的方式向周奇峰、李颖、天津好希望微电子 技术合伙企业（有限合伙）、李志谦、深圳市聚仁诚长信息技术企业（有限合伙）、 深圳市俊鹏数能投资合伙企业（有限合伙）、深圳市聚贤诚长新技术企业（有限 合伙）、李新岗、深圳市财汇聚仁信息技术咨询企业（有限合伙）、金华金开德弘 联信毕方贰号投资中心（有限合伙）、中芯海河赛达（天津）产业投资基金中心 （有限合伙）、嘉兴军科二期股权投资合伙企业（有限合伙）共 12 名交易对方购 买天津希格玛微电子技术有限公司 100%的股权，并募集配套资金（以下简称"本 次交易"）。 鉴于本次交易审计基准日更新至 2025 年 6 月 30 日，根据《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》等法律、法规及规范性文件的 有关规定，公司对《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 产并募集配套资金报告书（草案）》及其摘要进行了相应的修订与更新。 广东纳睿雷达科技股份有限公司 第二届董事会独立董事专门会议第三 ...

纳睿雷达公告称，公司拟通过发行股份及支付现金方式购买天津希格玛微电子技术有限公司100%股权 并募集配套资金。因审计基准日更新至2025年6月30日，结合上交所审核意见，公司对交易报告书（草 案）进行修订，于11月28日披露草案（修订稿）。此次修订涉及释义、重大事项提示等多个章节，主要 是更新财务指标、风险提示、交易对方及标的资产相关数据等，还梳理自查完善了少许文字表述。 ...

Core Viewpoint - The defense and military industry is expected to experience another upward trend due to multiple influencing factors, including geopolitical risks, technological advancements, and policy support [1]. Group 1: Market Performance - The military sector has continued its strong performance, with notable stocks such as Aerospace Development (000547) and Great Wall Military (601606) showing significant gains, including a net inflow of 1.828 billion yuan [1]. - The average stock price increase for military concept stocks this year is 30.94%, with North China Long Dragon leading with a 342.24% increase [2]. - Six military concept stocks have received institutional research attention in November, indicating strong interest from investors [2]. Group 2: Company Performance - Major companies in the military sector, including China Shipbuilding (600150) and AVIC Chengfei (302132), reported net profits exceeding 1 billion yuan in the first three quarters [3]. - Several companies, such as Zhenray Technology and North China Long Dragon, have turned losses into profits, with some achieving over 100% year-on-year profit growth [3]. - Institutions predict that nine military stocks will see significant profit increases by 2025, with expected growth rates exceeding 100% [3]. Group 3: Future Outlook - The military industry is poised to benefit from rising geopolitical risks, modernization goals, and expanding military trade markets, with high-end weapon exports expected to increase [1]. - Technological innovations, such as 3D printing and recyclable rockets, are anticipated to drive growth in the sector [1].

Core Viewpoint - The company acknowledges that stock price fluctuations in the secondary market are influenced by various factors, including macroeconomic conditions and market expectations, while stating that its current operational status is normal [2]. Group 1: Company Operations - The company will continue to focus on the development of its core business [2]. - The company aims to enhance its core competitiveness and long-term intrinsic value [2]. - The company is committed to delivering good performance to provide returns for investors [2].

Core Viewpoint - The company, Narui Radar, has shown significant growth in revenue and net profit for the first three quarters of 2025, driven by increased contracts and order confirmations in the water measurement radar sector, despite a decline in net profit for the third quarter due to rising R&D costs and project-related expenses [4][5][6]. Financial Performance - For the first three quarters of 2025, the company reported a total revenue of 254 million yuan, representing a year-on-year increase of 86.5% [4][5]. - The net profit attributable to shareholders reached 73.16 million yuan, up 181.28% year-on-year [4][5]. - The third quarter alone saw a revenue of 99.12 million yuan, a 56.28% increase year-on-year, but the net profit decreased by 19.43% to 16.21 million yuan [4][6]. Shareholder Changes - As of September 30, 2025, the number of shareholders increased to 13,405, a rise of 44.64% compared to June 30, 2025 [3][20]. - The average number of shares held per shareholder decreased from 32,700 shares to 22,600 shares, with an average holding value of 980,800 yuan [3]. Research and Development - The company is actively investing in R&D, with ongoing projects including full-polarization C/S band radar, X-band multifunction phased array radar, anti-drone radar, and SIC chip development [7][14]. - The company has established a wholly-owned subsidiary in Hong Kong to accelerate international expansion and attract global talent [10]. Market Position and Strategy - The company is focusing on technology innovation, cost control, market diversification, and product differentiation to combat low-price competition [11]. - The low-altitude radar has been tested in several cities, although no actual sales contracts have been signed yet [8][18]. - The company plans to align with national low-altitude economic policies and enhance its market presence through technology and product readiness [15]. Institutional Research Insights - The increase in revenue and net profit is attributed to the growth in water measurement radar contracts and the acceleration of existing orders [5]. - The company’s projects are expected to reach operational status by the end of 2025 [7][18].

Core Viewpoint - The A-share market has shown a significant recovery this year, with the Shanghai Composite Index surpassing 4000 points, reflecting strong investment interest from foreign public funds, including major players like Morgan Stanley and BlackRock [3] Foreign Fund Holdings - In the third quarter, six foreign public funds increased their stock holdings, with Allianz Fund and Schroders Fund showing remarkable growth rates of 77.10% and 82.03% respectively [5] - Morgan Chase Fund's asset scale reached 213.22 billion, holding 194 stocks with a total market value of approximately 756.73 billion [6] - Morgan Stanley Fund's asset scale was 270.04 billion, with a focus on sectors like pharmaceuticals and AI, achieving an average return of 140.35% for its top twenty holdings [9] Key Stock Performances - The top holdings of Morgan Chase Fund included CATL, which saw a price increase of 45.29% year-to-date, with a total holding value of 3.66 billion [7] - New Yi Sheng, a key stock for Morgan Stanley Fund, experienced a staggering increase of 255.27% this year [10] - The top three holdings of Manulife Fund were all in the computing power industry, with 19 out of 20 stocks showing significant price increases [12] Investment Trends - The recent optimization of the Qualified Foreign Institutional Investor (QFII) system is expected to attract more foreign capital into the Chinese market, enhancing liquidity [3] - BlackRock Fund has notably increased its holdings in CATL, with a total market value of approximately 2.11 billion [15] - Fidelity Fund emphasizes the growth potential of Chinese technology stocks, despite a more diversified current portfolio [20] Market Outlook - The outlook for the A-share market remains optimistic, with expectations of new highs as the market stabilizes [18] - Roadshow Fund has maintained its positions in traditional blue-chip stocks while also focusing on technology stocks [19]

Summary of the Conference Call for Narui Radar Company Overview - **Company**: Narui Radar - **Industry**: Radar technology and related services Key Points and Arguments Financial Performance - In the first three quarters of 2025, Narui Radar's operating cash flow improved significantly, increasing from a negative 20.79 million yuan in the same period last year to 77.02 million yuan, indicating enhanced profitability [2][3][13] - The company achieved a revenue of 254 million yuan in Q3 2025, representing a year-on-year growth of 86.5%, with a net profit of 73.15 million yuan, up 181% [3] - The net profit margin reached 28.8% in Q3 2025, compared to 19.1% in the same period last year, reflecting stable fixed costs and controlled R&D expenses [2][11] Order Backlog and Market Potential - Narui Radar has approximately 700 million yuan in unexecuted orders, indicating substantial growth potential for the future [4] - Despite a slowdown in industry orders due to tendering pace, the company maintained a high market share, outperforming the market [6][11] Sector Performance - Water conservancy radar orders surged from over 200 million yuan last year to 320 million yuan in the first three quarters of 2025 [2][7] - The demand for phased array weather radar has decreased due to a high base from last year's disaster prevention projects, leading to fewer tenders this year [7][8] Future Market Outlook - The fourth quarter is expected to be active, with 34 sets of equipment pending tendering in Guangdong's disaster prevention plan [9][10] - The company anticipates strong demand for water measurement radar and considerable demand for weather radar in other provinces [10] Challenges and Strategic Initiatives - The slow progress in low-altitude economic infrastructure construction is expected to impact the air traffic control radar market, which is projected to release next year [5][15] - Narui Radar is collaborating with Sigma on MCU chip development, which has entered the installation testing phase, with other chips also in progress [5][18] Management and Operational Insights - Management expenses increased due to the preparation for new product lines and the expansion of personnel for upcoming projects [19] - The company is focused on maintaining a stable R&D investment while expanding its product offerings, including AI-enhanced mini radars and anti-drone radar systems [19][20] Export Strategy - Narui Radar has established a subsidiary in Hong Kong to facilitate exports, targeting Southeast Asia, Africa, and the Middle East for radar and related equipment [22] Growth Expectations - The company is optimistic about sustaining growth in Q4 2025, supported by existing and new orders, alongside the development of the low-altitude economy and overseas defense markets [23][24]

Core Viewpoint - The company reported strong financial performance for the first three quarters of 2025, with significant increases in both revenue and net profit, indicating robust growth and improved profitability quality [1][2]. Financial Performance - Total revenue for the first three quarters of 2025 reached 254 million yuan, a year-on-year increase of 86.50% [1][2]. - Net profit attributable to shareholders was 73.16 million yuan, reflecting a substantial year-on-year growth of 181.28% [1][2]. - The company's net profit after deducting non-recurring items was 66.67 million yuan, up 125.09% year-on-year, showcasing strong internal growth momentum [2]. Profitability and Cost Management - The gross profit margin stood at 70.06%, slightly down from 76.08% in the previous year, primarily due to rising raw material costs [2]. - The net profit margin improved from 19.10% to 28.80%, indicating effective cost control measures [2]. - Selling expenses were 24 million yuan, management expenses were 30 million yuan, and R&D expenses were 70 million yuan, highlighting the company's commitment to technological innovation [2]. Asset and Liability Management - As of the end of Q3 2025, the company's debt-to-asset ratio was 13.57%, a slight increase from 10.60% year-on-year, but still within a very low leverage range [3]. - The company had no short-term or long-term borrowings, indicating minimal debt pressure [3]. - Accounts receivable decreased by 27.80% to 196 million yuan, reflecting improved collection capabilities [3]. - Inventory increased by 16.19% to 280 million yuan, but remained at a reasonable level given the high revenue growth [3]. - Contract liabilities surged by 71.98% to 206 million yuan, suggesting a strong order backlog and high revenue visibility [3]. Cash Flow and Profitability - The net cash flow from operating activities reached 77 million yuan, a significant increase of 470.44% year-on-year, exceeding net profit [4]. - The "cash content of profit" was 105.48%, confirming solid profitability quality [4]. - Cash received from sales and services amounted to 393 million yuan, representing 154.79% of revenue, indicating high cash conversion [4]. - The net cash flow from investing activities was 32 million yuan, with capital expenditures of 104 million yuan, reflecting a steady investment pace [4]. Earnings Forecast and Investment Rating - The company's performance aligns with expectations, maintaining previous profit forecasts for 2025-2027, with projected net profits of 212 million, 355 million, and 481 million yuan, corresponding to PE ratios of 57, 34, and 25 times respectively [4]. - The investment rating remains at "Buy" [4].