Naruida(SH:688522) Ju Chao Zi Xun·2025-06-04 15:11Core Viewpoint - Narui Radar plans to acquire 100% equity of Tianjin Sigma Microelectronics for 370 million yuan, with a significant premium on the valuation based on the earnings method, indicating a strategic move to enhance its core radar technology capabilities [1][2]. Group 1: Acquisition Details - The acquisition price is set at 370 million yuan, with 50% (185 million yuan) to be paid in shares at an issuance price of 42.93 yuan per share, resulting in the issuance of 4.31 million shares [1]. - The assessed value of Tianjin Sigma's 100% equity is 371 million yuan, with an appraisal premium rate of 421.40% [1]. - The average price-to-earnings ratio for Tianjin Sigma's performance commitment is 14.23 times, significantly lower than the average of 69.62 times for comparable companies in the semiconductor MCU chip sector [1]. Group 2: Company Background and Strategic Intent - Narui Radar specializes in full-polarization active phased array radar technology and has been a pioneer in the industrialization of dual-polarization radar systems [1]. - The acquisition aims to vertically integrate the supply chain around Narui Radar's core business, enhancing the company's technological competitiveness and enabling a shift from component-level integration to chip-level collaboration [2]. - The integration of Tianjin Sigma's technology and resources is expected to improve the efficiency of next-generation high-performance radar development, responding to market demands [2]. Group 3: Financial Performance and Commitments - Tianjin Sigma is projected to achieve revenues of 102 million yuan and 123 million yuan in 2023 and 2024, respectively, with net profits of 4.22 million yuan and 12.39 million yuan [2]. - The acquisition includes a performance guarantee, with net profit commitments of no less than 22 million yuan, 25 million yuan, and 31 million yuan for the years 2025, 2026, and 2027, respectively, totaling a minimum of 78 million yuan over three years [2]. - The expected net profit growth for 2025 compared to 2024 is approximately 78% [2]. Group 4: Market Concerns - There are concerns regarding the feasibility of the performance commitments in the context of increasing competition in the global semiconductor industry and the rising number of domestic design firms [3]. - If performance targets are not met, Narui Radar may face a goodwill impairment risk of 253 million yuan [3]. - Notably, several shareholders of Tianjin Sigma are exiting prior to the acquisition, including those associated with iFlytek, raising questions about the transaction's stability [3].