Group 1: Core Objectives and Synergies - The acquisition aims to build self-research capabilities in chip technology, enhancing the company's competitiveness in the radar field [1] - The company has seen an increasing trend in chip procurement, with amounts of 17.21 million and 57.06 million yuan for 2023 and 2024 respectively, and quantities of 414,000 and 871,600 chips [2] - The target company's products, including optical sensors and MCU chips, will align with the company's self-research strategy, facilitating business integration and enhancing operational capabilities [3] Group 2: Pricing and Compliance - A differentiated pricing scheme has been established, considering investment costs and time, with external shareholders benefiting from market-based negotiations [4] - The target company's previous financing and repurchase agreements have been cleared, ensuring compliance with accounting standards and market comparability [4] Group 3: Performance Compensation and Stakeholder Interests - The transaction includes performance rewards to incentivize the management team, with cash rewards for exceeding profit commitments by 10% [5] - The deal structure balances cash and equity, with 50% of the consideration in shares and cash, ensuring stability for the management team and protecting minority shareholders [5] Group 4: Valuation and Market Comparison - The valuation of the target company is based on a 421.40% appreciation rate using the income approach, which aligns with the characteristics of the semiconductor industry [6] - The assessment methods and results are comparable to industry peers, reflecting the target company's operational model and growth stage [6]
纳睿雷达回应收购审核问询:构建芯片自研能力,提升雷达竞争力