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）摘要

Group 1 - The company guarantees the authenticity, accuracy, and completeness of the restructuring report and its summary, and assumes legal responsibility for any false statements or omissions [1] - The controlling shareholder and actual controllers commit to suspending the transfer of shares if the transaction is under investigation for false information [1][4] - The independent financial advisor and other intermediaries confirm the accuracy of the information provided in the restructuring report [5] Group 2 - The transaction involves the acquisition of 100% equity of Tianjin Sigma, valued at 370.6 million yuan, with the final transaction price set at 370 million yuan [6] - The transaction price will be paid through a combination of issuing shares and cash, with differentiated pricing arrangements for different counterparties [7][10] - The company aims to enhance its core technology in radar systems by integrating the target company's chip technology, thereby improving its competitive edge [10] Group 3 - The transaction is expected to positively impact the company's main business and revenue, with an increase in total assets and operating income post-transaction [11] - The company will maintain its controlling shareholder structure after the transaction, ensuring no change in actual control [11] - The transaction is projected to lead to a decrease in net profit for 2023 due to high interest expenses from the target company's capital reduction, but an increase is expected in 2024 [12] Group 4 - The transaction has undergone necessary decision-making and approval processes, including board meetings and agreements with the controlling shareholder [12][13] - The company will strictly adhere to information disclosure obligations to protect the rights of minority investors [16][18] - Measures will be implemented to prevent dilution of immediate returns and enhance future return capabilities [40][41]