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纳睿雷达收购标的公司评估细节披露:估值逻辑、业绩预测与市场法考量
Xin Lang Cai Jing· 2025-08-29 17:33
Core Viewpoint - The article discusses the valuation and performance forecast of Guangdong Narui Radar Technology Co., Ltd. in relation to its asset acquisition and fundraising application submitted to the Shanghai Stock Exchange, highlighting the methodologies used for valuation and the rationale behind them [1]. Valuation of Target Company: Methods and Rationale - The transaction is based on a valuation date of December 31, 2024, utilizing both income and market approaches, with the income approach yielding a valuation of 370.60 million yuan and an appreciation rate of 421.40% [2]. - Comparable companies were selected based on various criteria, including listing time, industry category, and company size, with Zhongying Electronics, Sitaiwei-W, and Chipone Micro selected as comparables [2]. - The valuation appreciation rate is within a reasonable range compared to comparable transactions, and the static price-earnings ratio is deemed reasonable after excluding the effects of share payments and capital reduction interest [2]. Income Approach Valuation: Performance Forecast and Rationale - For the forecast period (2025-2029), the company's revenue is projected to grow from 144.86 million yuan to 242.36 million yuan, reflecting a compound annual growth rate of 14.58% [3]. - Revenue growth is supported by demand in various sectors, including optical sensing chips benefiting from office upgrades and gaming needs, and MCU chips driven by domestic substitution and downstream demand [3]. - The gross profit margin is expected to be higher during the forecast period due to changes in product structure and cost reductions, with operating expenses decreasing due to scale effects [3]. Market Approach Valuation: Comparable Companies and Value Ratios - The selection criteria for comparable companies and transactions are deemed reasonable, despite some comparables not meeting all standards [4]. - The price-to-sales ratio was chosen as the value ratio due to its relevance in the integrated circuit design industry, where market value is less correlated with profitability [4]. - The liquidity discount rate was set at 30.60%, which is lower than the market average, indicating a cautious and reasonable approach [4]. Share Payments and Goodwill: Treatment and Analysis - The net profit commitment of the target company excludes share payment expenses, aligning with comparable transaction cases, and the assessment of share payment expenses is consistent with performance commitments [5]. - Following the transaction, goodwill will increase by 252.53 million yuan, representing 8.71%, 10.50%, and 309.85% of the total assets, net assets, and net profit of the listed company as of the end of 2024, respectively [5]. - The goodwill amount is calculated based on enterprise merger standards, with the target company's business recognized as a single asset group, and the valuation of intangible assets is deemed reasonable [5].
纳睿雷达: 天健会计师事务所(特殊普通合伙)关于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申请的审核问询函中有关财务事项的说明
Zheng Quan Zhi Xing· 2025-08-29 12:17
Group 1: Differentiated Pricing and Special Rights of Shareholders - The transaction involves a differentiated pricing scheme based on investment costs, time, and agreement terms, with specific rights for external shareholders [2][3] - The company completed two rounds of targeted capital reduction in May and November 2024, with certain shareholders retaining 2.16% and 0.70% of shares, respectively, without special rights [2][3] - The pricing for the remaining shares held by shareholders is set at 1,202,000 CNY, with a minimum exit price established in the reduction agreement [2][3] Group 2: Revenue of the Target Company - The main business revenue of the target company for the reporting period was 101.61 million CNY and 122.70 million CNY, representing a year-on-year growth of 20.75% [17] - The revenue from optical sensors increased by 1.48 million CNY, with a growth rate of approximately 28.26%, while MCU chip revenue decreased by 731,420 CNY, with a growth rate of 149.14% [17] - The company has various sales models, including direct shipments and consignment, with revenue recognized based on actual product usage [17] Group 3: Financial Treatment of Shareholder Rights - The company has obligations for share buybacks, which are classified as financial liabilities under accounting standards, affecting the treatment of capital and interest expenses [8][9] - The accounting treatment for buyback obligations is consistent with industry standards, ensuring that liabilities are recognized appropriately [16][17] - The financial treatment of the remaining shares held by shareholders post-reduction aligns with the company's obligations and does not require continued recognition of financial liabilities [10][12] Group 4: Product Sales and Pricing Trends - The sales volume of optical sensors increased by 33.04% year-on-year, while MCU chip sales decreased slightly by 1.18% [23] - The average price of optical sensors decreased to 0.41 CNY per unit, primarily due to the sales of lower-priced models, while MCU chip prices also declined [24] - The average price of touch chips significantly increased, driven by a shift in product mix towards higher-priced items [24]
纳睿雷达: 广东纳睿雷达科技股份有限公司2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-06-06 09:09
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].
纳睿雷达推3.7亿重组纵向补链 聚焦主业首季新签合同增2.5倍
Chang Jiang Shang Bao· 2025-06-03 23:37
Core Viewpoint - Narui Radar (688522.SH) is advancing its first asset restructuring post-IPO by acquiring 100% equity of Tianjin Sigma Microelectronics for approximately 370 million yuan, aiming to enhance its core business in phased array radar technology and improve its competitive edge through vertical integration [2][3]. Group 1: Transaction Details - The acquisition price for Tianjin Sigma's 100% equity is set at 370 million yuan, with a valuation increase of 421.4% [3]. - Narui Radar plans to raise up to 185 million yuan from no more than 35 specific investors to fund the cash portion of the transaction [3]. - The deal is expected to extend Narui Radar's industrial chain and further enhance its competitiveness [3]. Group 2: Financial Performance - In Q1 2025, Narui Radar reported revenue of 58.19 million yuan, a year-on-year increase of 84.8%, and a net profit of 21.67 million yuan, up 412.7% [2][8]. - For 2024, Narui Radar achieved revenue of 345 million yuan, a 62.49% increase, and a net profit of 76.61 million yuan, growing by 21.03% [8]. - The company has signed contracts worth approximately 112 million yuan in Q1 2025, reflecting a year-on-year growth of 249.63% [9]. Group 3: Tianjin Sigma's 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 [6]. - The restructuring includes performance commitments for Tianjin Sigma, ensuring a cumulative net profit of no less than 78 million yuan from 2025 to 2027 [7]. - The company has a strong focus on integrated circuit design, with significant sales to its top five customers accounting for 44% and 46.92% of revenue in 2023 and 2024, respectively [5].