Overview of the Transaction - The transaction involves issuing shares and paying cash to acquire 100% equity of Tianjin Sigma Microelectronics Co., Ltd. and raising supporting funds [10][11] - The payment structure consists of 50% in shares and 50% in cash [10][16] Target Company and Business - Tianjin Sigma specializes in the research, design, and sales of integrated circuits, including optical sensors, MCU chips, touch chips, and power management chips [11][21] - The target company operates within the "C65 Software and Information Technology Services" sector according to national economic industry classification [11] Financial Aspects - The total transaction price for the acquisition is set at 37 million yuan, with a valuation of 37.06 million yuan for the target company's 100% equity [13][16] - The transaction includes differentiated pricing based on initial investment costs and negotiations among the parties involved [17] Impact on the Company - The acquisition is expected to enhance the company's core technology in active phased array radar systems and improve its competitive edge in the radar market [21] - The integration of the target company's technology and supply chain resources will allow the company to maintain low-cost production while achieving technological independence in chip development [21] Fundraising Details - The company plans to raise up to 185 million yuan through the issuance of shares to no more than 35 specific investors [19][20] - The raised funds will be used to cover cash payments for the acquisition [19]

Core Viewpoint - The company Guangdong Narui Radar Technology Co., Ltd. plans to issue shares and pay cash to acquire 100% equity of Tianjin Sigma Microelectronics Technology Co., Ltd. while raising supporting funds, aiming to enhance its core technology and market competitiveness in the radar industry [1][11]. Group 1: Transaction Overview - The transaction involves issuing shares and paying cash to acquire the entire equity of Tianjin Sigma Microelectronics, with a total transaction price of 370 million yuan [11][12]. - The payment structure consists of 50% cash and 50% shares, with the share issuance price set at 42.93 yuan per share [11][16]. - The transaction is expected to be completed by August 2025, pending regulatory approvals [1]. Group 2: Impact on Business Operations - The acquisition will allow the company to integrate Tianjin Sigma's technology and supply chain resources, enhancing its capabilities in radar system development and maintaining a competitive edge in the market [21][22]. - The company specializes in active phased array radar technology and aims to expand its applications in various fields, including meteorology and public safety [21][22]. Group 3: Financial and Shareholder Implications - The company plans to raise up to 185 million yuan through the issuance of shares to no more than 35 specific investors, which will be used to cover cash payments for the acquisition [19][20]. - The transaction will not adversely affect the interests of the company and its minority shareholders, as the total payment will not exceed the assessed value of the acquired company [16][22]. - The shareholding structure will be adjusted post-transaction, with specific details on the distribution of shares among existing and new shareholders [21].

Core Viewpoint - The company, Guangdong Narui Radar Technology Co., Ltd., plans to issue shares and pay cash to acquire 100% equity of Tianjin Sigma Microelectronics Technology Co., Ltd. and raise supporting funds, with a total transaction value of 370 million yuan [11][12][15]. Group 1: Transaction Overview - The transaction involves issuing shares and paying cash to 12 counterparties, including Zhou Qifeng, Li Ying, and Tianjin Good Hope Microelectronics Technology Partnership [11][12]. - The payment structure consists of 50% in shares and 50% in cash for the acquisition of Tianjin Sigma Microelectronics [11][12]. - The estimated value of Tianjin Sigma's 100% equity is 370 million yuan, with differentiated pricing for various counterparties based on their initial investment costs [12][15]. Group 2: Business Impact - The acquisition aims to enhance the company's core technology in active phased array radar systems and improve its competitive edge in the radar market [23]. - The target company specializes in the research, design, and sales of integrated circuits, including optical sensors and MCU chips, which will complement the company's existing radar technology [23]. - The transaction is expected to strengthen the company's supply chain and technology integration, moving from component-level integration to chip-level collaboration [23]. Group 3: Fundraising Details - The company plans to raise up to 185 million yuan through the issuance of shares to no more than 35 specific investors, with all funds allocated to cash payments for the acquisition [18][22]. - The shares issued for fundraising will be subject to a six-month lock-up period post-issuance [22]. Group 4: Shareholder Structure Changes - The transaction will result in changes to the company's shareholder structure, with specific adjustments in shareholding percentages for existing shareholders following the issuance of new shares [23].

Core Viewpoint - Guangdong Narui Radar Technology Co., Ltd. is convening its first extraordinary general meeting of shareholders in 2025 to discuss the issuance of shares and cash payment for asset acquisition, along with related fundraising, in compliance with relevant laws and regulations [1][9][31]. Group 1: Meeting Procedures and Regulations - The meeting will ensure the orderly conduct and efficiency of discussions, requiring attendees to verify their identities before entry [2][3]. - Only authorized personnel, including shareholders, directors, and invited guests, will be allowed to attend the meeting [2][3]. - Attendees will have the right to speak, inquire, and vote on the proposals presented during the meeting [2][3][4]. Group 2: Proposals for Shareholder Approval - Proposal 1 involves the issuance of shares and cash payment for the acquisition of 100% equity in Tianjin Sigma Microelectronics Technology Co., Ltd., with a total transaction price of 370 million yuan, split equally between cash and shares [8][11][29]. - Proposal 2 outlines the compliance of the transaction with the relevant regulations governing major asset restructuring and securities issuance [31][32]. - Proposal 3 states that the transaction does not constitute a related party transaction, as the counterparties do not have prior relationships with the company [27][29]. Group 3: Financial and Performance Commitments - The performance commitment period for the acquired company is set for 2025 to 2027, with a cumulative net profit target of no less than 78 million yuan [13][14]. - If the performance targets are not met, the counterparties are obligated to compensate the company, primarily through share transfers [15][17]. - The transaction's pricing is based on a valuation of 370.6 million yuan for the acquired assets, with the share issuance price set at 42.93 yuan per share [19][22]. Group 4: Fundraising and Share Issuance - The company plans to raise additional funds through the issuance of shares to specific investors, with the funds intended to cover the cash portion of the acquisition [24][29]. - The fundraising will be conducted through an inquiry-based issuance method, with the final pricing determined post-approval from regulatory bodies [22][24]. - The shares issued will be subject to a lock-up period of six months post-issuance for the investors [24][25].