证券代码：831961 证券简称：创远信科 公告编号：2023-009 创远信科（上海）技术股份有限公司 独立董事候选人声明 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假 记载、误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承 担个别及连带法律责任。 本人饶钢，已充分了解并同意由提名人创远信科（上海）技术股 份有限公司董事会提名为创远信科（上海）技术股份有限公司第七届 董事会独立董事候选人。本人公开声明，本人具备独立董事任职资格， 保证不存在任何影响本人担任创远信科（上海）技术股份有限公司独 立董事独立性的关系，具体声明如下： 一、本人已同时符合以下条件： （一）具备上市公司运作的基本知识，熟悉相关法律法规、部门 规章、规范性文件及北交所业务规则； （一）《公司法》关于董事任职资格的规定； （二）《公务员法》的相关规定； （三）中央纪委、中央组织部《关于规范中管干部辞去公职或者 退（离）休后担任上市公司、基金管理公司独立董事、独立监事的通 知》的相关规定； （四）中央组织部《关于进一步规范党政领导干部在企业兼职（任 职）问题的意见》的相关规定； （二）具有五年以上法律、经济、财务 ...

二、 减持计划的实施进展 （一） 股东因以下原因披露减持计划实施进展： □减持数量过半 √减持时间过半 | 股东 | 已减持 | | 已减 | 减持 | | 减持 | 减持 | 已减持 | 当前持股 | 当前 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 名称 | 数量 | | 持 | 方式 | | 期间 | 价格 | 总金额 | 数量（股） | 持股 | | | （股） | | 比例 | | | | 区间 | （元） | | 比例 | | 陈 忆 | | 0 | 0.00% | 集 | 中 | 不适用 | 不 适 | 0.00 | 8,915,364 | 6.24% | | 元 | | | | 竞 | 价 | | 用 | | | | 证券代码：831961 证券简称：创远信科 公告编号：2023-002 创远信科（上海）技术股份有限公司 董事、持股 5%以上股东减持股份进展公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记 载、误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个 ...

证券代码：831961 证券简称：创远信科 公告编号：2023-001 1.会议召开时间：2023 年 1 月 11 日 2.会议召开地点：上海市松江区高技路 205 弄 7 号 C 座 3.会议召开方式：现场投票和网络投票相结合方式召开 4.会议召集人：董事会 5.会议主持人：冯跃军 创远信科（上海）技术股份有限公司 2023 年第一次临时股东大会决议公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记 载、误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个 别及连带法律责任。 一、会议召开和出席情况 （一）会议召开情况 6.召开情况合法、合规、合章程性说明： 本次会议的召开符合《中华人民共和国公司法》及有关法律、 法规和《公司章程》的规定。 （二）会议出席情况 出席和授权出席本次股东大会的股东共 10 人，持有表决权的股 份总数 59,444,586 股，占公司股份总数的 41.62%。 其中通过网络投票参与本次股东大会的股东共 7 人，持有表决权 的股份总数 54,397,466 股，占公司有表决权股份总数的 38.08%。 （三）公司董事、监事、高级管理人员出席或列席股 ...

关于 创远信科(上海)技术股份有限公司 2023 年第一次临时股东大会 法律意见书 02-102022000379 上海市浦东新区世纪大道 100 号上海环球金融中心 9/24/25 楼(200120) 9th/24th/25th Floor, Shanghai World Financial Center, No. 100 Century Avenue, Pudong New Area, Shanghai 200120, P.R. China Tel: +86 21-58785888 Fax: +86 21-58786866 北京大成(上海)律师事务所 关于创远信科(上海)技术股份有限公司 2023 年第一次临时股东大会之法律意见书 大成证字[2023]第 7 号 致:创远信科(上海)技术股份有限公司 大成 DENTONS 北京大成(上海)律师事务所 www.dachenglaw.com 根据《中华人民共和国证券法》(以下简称"《证券法》")、《中华人民共 和国公司法》(以下简称"《公司法》")和中国证券监督管理委员会《上市公司 股东大会规则(2022年修订)》（以下简称"《股东大会规则》"）等法律、法规 ...

证券代码：831961 证券简称：创远仪器 公告编号：2022-054 上海创远仪器技术股份有限公司 关于接待机构投资者调研情况的公告 | --- | |--------------------------------------------------------------------| | | | 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假 | | 记载、误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承 | | 担个别及连带法律责任。 | 上海创远仪器技术股份有限公司（以下简称"公司"）于 2022 年 06 月 09 日接待了 15 家机构的调研，现将主要情况公告如下： 一、 调研情况 调研时间：2022 年 06 月 09 日 调研形式：网络调研 调研机构：申万宏源证券有限公司，东方证券股份有限公司，湘 财证券股份有限公司，万和证券股份有限公司，江海证券有限公司， 中融基金管理有限公司，南华基金管理有限公司，上海东证期货有限 公司，上海盛万投资管理有限公司，深圳市凯丰投资管理有限公司， 上海鑫疆投资管理有限公司，西藏源乘投资管理有限公司，北京鼎萨 投资有限公司，睿新（ ...

证券代码：831961 证券简称：创远信科 公告编号：2022-059 创远信科（上海）技术股份有限公司 关于接待机构投资者调研情况的公告 | --- | --- | |--------------------------------------------------------------------|-------| | | | | 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假 | | | 记载、误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承 | | | 担个别及连带法律责任。 | | 创远信科（上海）技术股份有限公司（以下简称"公司"）于 2022 年 6 月 30 日接待了 11 家机构的调研，现将主要情况公告如下： 一、 调研情况 调研时间：2022 年 06 月 30 日 调研形式：网络调研 调研机构：安信证券股份有限公司、开源证券股份有限公司、东 北证券股份有限公司、国寿安保基金管理有限公司、新华基金管理股 份有限公司、兴证全球基金管理有限公司、海南煜诚私募基金管理有 限公司、国投招商投资管理有限公司、中移资本控股有限责任公司、 海通创新证券投资有限公司、北京高 ...

Group 1: Market Trends and Company Positioning - The trend of domestic market substitution for high-end wireless communication testing instruments is expected to grow significantly in the coming years due to the increasing enthusiasm for domestic products among downstream customers [4] - The company has invested a total of 378,920,016.35 CNY in R&D over the past three years, accounting for 40.06% of its revenue, indicating a strong commitment to enhancing core competitiveness [5] Group 2: Financial Performance - For Q3 2022, the company reported a revenue of 78,761,988.62 CNY, a decrease of 13.62% year-on-year, and a net profit of 5,732,273.23 CNY, down 30.05% year-on-year, primarily due to the impact of the pandemic [6] - R&D expenditures for the first nine months of 2022 amounted to 142,463,838.90 CNY, representing 66.20% of revenue, which is an increase of 52.14% compared to the previous year [5] Group 3: Impact of COVID-19 - The ongoing pandemic continues to affect the company, with temporary lockdowns impacting employee operations and sales activities, although efforts to expand sales channels are being maintained [7] Group 4: Share Repurchase and Future Plans - The company has completed its share repurchase plan, acquiring 1,513,803 shares, which is 1.06% of the total share capital, for a total payment of 19,442,441.89 CNY, with plans to use these shares for employee equity incentives [8] Group 5: Government Policies and Industry Impact - Recent government policies, including a 200 billion CNY special loan for equipment upgrades at a low interest rate, are expected to stimulate demand for testing instruments, benefiting both manufacturers and users [9]

Financial Performance - Operating revenue for the first nine months of 2022 was CNY 215,207,392.82, a decrease of 23.13% from CNY 279,969,611.06 in the same period of 2021[18] - Net profit attributable to shareholders for the first nine months of 2022 was CNY 17,297,143.34, down 49.16% from CNY 34,021,866.66 in the previous year[18] - The company reported a basic earnings per share of CNY 0.12, a decrease of 50.00% from CNY 0.24 in the previous year[18] - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 5,012,538.63, a decline of 79.12% from CNY 24,002,127.72 in the previous year[18] - The weighted average return on net assets based on net profit attributable to shareholders was 2.43%, down from 5.04% in the previous year[18] - The company reported a total comprehensive income of approximately ¥5.32 billion for Q3 2022, down from ¥8.04 billion in Q3 2021, a decline of 33.5%[61] - The company's net profit for Q3 2022 was approximately ¥5.32 billion, a decrease from ¥8.04 billion in Q3 2021, representing a decline of 33.5% year-over-year[60] - The total profit for Q3 2022 was reported at ¥3.85 billion, down from ¥7.30 billion in Q3 2021, marking a decrease of 47.3%[61] - The company's basic earnings per share for Q3 2022 was ¥0.04, compared to ¥0.05 in Q3 2021, a decrease of 20%[61] - The total operating profit for the first nine months of 2022 was CNY 20,387,972.88, a decrease from CNY 42,253,230.86 in the same period of 2021, representing a decline of approximately 51.8%[64] - The net profit for the first nine months of 2022 was CNY 25,220,152.85, down from CNY 43,489,936.53 in 2021, indicating a decrease of about 41.9%[65] Cash Flow - The net cash flow from operating activities increased by 232.67% to CNY 103,715,565.90 compared to CNY 31,176,785.73 in the same period last year[18] - Cash flow from operating activities for the first nine months of 2022 was CNY 103,715,565.90, compared to CNY 31,176,785.73 in the same period of 2021, showing an increase of approximately 232.5%[67] - Cash inflow from operating activities totaled CNY 314,559,941.56, slightly down from CNY 322,617,733.27 in 2021, reflecting a decrease of about 2.9%[67] - Cash outflow from operating activities was CNY 210,844,375.66, compared to CNY 291,440,947.54 in the previous year, indicating a reduction of approximately 27.6%[67] - The net cash flow from investing activities was -CNY 81,038,716.24 for the first nine months of 2022, a decline from CNY 24,635,677.22 in 2021[68] - The net cash flow from financing activities was CNY 630,727.40, compared to -CNY 14,565,315.22 in the same period of 2021, marking a significant improvement[68] Assets and Liabilities - Total assets as of September 30, 2022, reached CNY 1,037,866,293.04, an increase of 6.53% compared to CNY 974,219,184.57 at the end of 2021[18] - The company’s asset-liability ratio (consolidated) increased to 32.14% from 27.29% year-on-year[18] - The balance of construction in progress increased by 953.94% to CNY 31,318,600.00, attributed to investments in three online production lines[20] - The balance of other non-current assets at the end of the reporting period was 1.6284 million yuan, a decrease of 70.68% compared to the end of the previous year, mainly due to the arrival of prepaid equipment procurement payments[21] - The amount of notes payable at the end of the reporting period was 5.1270 million yuan, an increase of 170.56% compared to the end of the previous year, primarily due to an increase in procurement payments made by notes during the period[21] - The balance of employee compensation payable at the end of the reporting period was 3.5158 million yuan, a decrease of 64.46% compared to the end of the previous year, mainly due to the payment of last year's accrued year-end bonuses during the period[21] - The balance of contract liabilities at the end of the reporting period was 11.5971 million yuan, an increase of 66.18% compared to the end of the previous year, mainly due to an increase in advance payments received for contracts[21] - The balance of other payables at the end of the reporting period was 11.7559 million yuan, an increase of 745.35% compared to the end of the previous year, mainly due to government grants received for three development projects[21] - The balance of deferred income tax liabilities at the end of the reporting period was 0.0681 million yuan, an increase of 272.88% compared to the end of the previous year, mainly due to the increase in fair value changes of bank wealth management products[21] - The total liabilities increased to ¥207,645,215.00 from ¥147,781,054.00, reflecting a rise of about 40.5%[53] - Total liabilities as of September 30, 2022, were ¥310,338,338.06, up from ¥241,466,707.27 at the end of 2021, marking an increase of about 28.5%[56] Research and Development - Research and development expenses rose by 80.16% to CNY 200,784,400.00 due to the execution of three ongoing development projects[20] - Research and development expenses for Q3 2022 amounted to ¥18.36 billion, compared to ¥27.24 billion in Q3 2021, reflecting a reduction of 32.5% year-over-year[63] Shareholder Information - The company reported a total of 77,292,567 shares held by the top ten shareholders, representing 54.10% of total shares[30] - The largest shareholder, Chuangyuan Electronics, holds 38,762,632 shares, accounting for 27.14% of total shares[30] - The company has a stock option incentive plan that granted 4,256,950 stock options, representing 3.87% of the total share capital at the time of the plan announcement[39] - The first grant of stock options was made on October 11, 2021, with an exercise price of 20.52 per share[40] - The company adjusted the stock option incentive plan, with the exercise price set at ¥15.71 per share and the total number of options granted being 4,425,695 for the initial grant and 1,106,424 for the reserved portion[41] - On September 26, 2022, the company granted 1,076,000 stock options to 21 incentive recipients at an exercise price of ¥15.71 per share[42] - The company approved a share repurchase plan with a maximum repurchase price of ¥30.00 per share, based on a trading average of ¥18.16 over the previous 30 trading days[43] - The adjusted maximum repurchase price was set at ¥23.01 per share, with a total repurchase fund of no less than ¥10,000,000 and no more than ¥20,000,000, estimating a remaining repurchase quantity between 321,116 and 755,710 shares[44] - As of September 30, 2022, the company repurchased 1,513,803 shares, accounting for 1.06% of the total share capital, with a maximum transaction price of ¥17.294 per share[44] - The total amount paid for the repurchased shares was ¥19,442,441.89, representing 97.21% of the maximum repurchase fund[45] Corporate Governance - The company has no ongoing litigation or arbitration matters during the reporting period[34] - The company has implemented a share repurchase plan, which was timely executed as per the announcement[34] - The company has no external guarantees or loans during the reporting period[34] - The company has committed to reducing related party transactions, which is currently being fulfilled as per the announcements made in previous years[48]

证券代码：831961 证券简称：创远信科 公告编号：2022-080 创远信科（上海）技术股份有限公司 关于接待机构投资者调研情况的公告 | --- | |--------------------------------------------------------------------| | | | 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假 | | 记载、误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承 | | 担个别及连带法律责任。 | 创远信科（上海）技术股份有限公司（以下简称"公司"）于 2022 年 8 月 22 日接待了 7 家机构的调研，现将主要情况公告如 下： 一、 调研情况 调研时间：2022 年 08 月 22 日 调研形式：网络调研 调研机构：开源证券股份有限公司，华夏基金管理有限公司，嘉 实基金管理有限公司，国寿安保基金管理有限公司，安信证券股份有 限公司，东北证券股份有限公司，粤开证券股份有限公司。 上市公司接待人员：董事长冯跃军、财务总监兼董事会秘书王小 磊。 二、 调研的主要问题及公司回复概要 问题 1：公司最新发布的 C5+矢量网络分析仪 ...

Company Overview and Strategy - The company officially changed its name to Chuangyuan Xinke (Shanghai) Technology Co., Ltd. and optimized its "1+3" development strategy[7] - The company is actively pursuing a "1+3" development strategy, focusing on wireless communication testing, vehicle networking testing, and wireless communication devices[23] - The company has established a new development strategy called "1+3," focusing on wireless communication testing, vehicle networking testing, and wireless communication equipment[65] - The company has established a new subsidiary, Shanghai Chuangyuan Jishi Enterprise Development Co., Ltd., in May 2022, which is expected to enhance future competitiveness[129] - The company established a new investment entity, Chuangyuan Group, to enhance its overall strategic development and strengthen its competitive position in the G60 Science and Technology Corridor project[162] Financial Performance - The company reported a total revenue of 142,840,508 RMB for the first half of 2022, reflecting a significant impact from the COVID-19 pandemic[35] - Revenue for the current period was $136.45 million, a decrease of 27.73% compared to $188.79 million in the same period last year[40] - Net profit attributable to shareholders was $11.56 million, down 55.22% from $25.83 million year-over-year[40] - The company's total assets reached 1.02 billion yuan, reflecting a year-on-year growth of 4.84%[64] - The company's gross profit margin improved slightly to 46.44%, compared to 46.15% in the previous year[108] Market and Competition - The company faces intensified market competition due to the dominance of foreign giants in the wireless communication testing instrument industry[17] - The wireless communication testing equipment market is becoming increasingly concentrated, with domestic companies expected to catch up due to government support and the push for domestic innovation[72] - The company is positioned to benefit from the growing demand for domestic wireless communication testing equipment as the industry shifts towards import substitution and export opportunities[74] Research and Development - The company has established a strong focus on R&D for new technologies, including the development of a Beidou navigation testing system[23] - The company is actively involved in 5G/6G and millimeter-wave communication testing technology research, enhancing its long-term core competitiveness[46] - The company has applied for a total of 390 patents, including 251 invention patents, with invention patents accounting for 64.36%[66] - The company has established a research center with Southeast University focused on microwave, millimeter-wave, and terahertz communication testing technologies, currently in its third phase[145] Social Responsibility and Community Engagement - Donated a total of RMB 456,000 to support pandemic relief efforts in Shanghai[9] - The company has actively participated in community support during the pandemic, including volunteer efforts and logistical support for vulnerable populations[137] - The company has established the "Chuangyuan Microwave Scholarship" at Southeast University, awarding 24 outstanding master's and doctoral students in 2022, continuing its commitment to social responsibility for 10 years[136] Risks and Challenges - Risks include reliance on imported key components, which may affect production if procurement is hindered[18] - The company has not yet obtained qualified supplier status from major clients like Huawei and TSMC, which could impact future business expansion[18] - The company’s R&D model combines independent research and external project contracts, with potential risks if market trends are misjudged[18] - The company relies heavily on imported key components, such as high-end chips, which poses a risk to production if procurement is disrupted[146] Shareholder and Stock Management - Proposed a share repurchase plan to buy back shares worth RMB 10-20 million for equity incentives[10] - The company is currently implementing a share buyback plan to protect investor interests, with the average trading price prior to the plan being 18.16 CNY[169] - The stock option incentive plan approved in 2021 granted a total of 4,256,950 stock options, representing 3.87% of the company's total share capital at the time of the announcement[167] - The company has committed to fulfilling its obligations regarding the implementation of the listing committee's review opinions[182] Operational Impact of COVID-19 - The company experienced operational disruptions due to strict lockdown measures in Shanghai, affecting employee attendance and production capabilities from March to June 2022[35] - Despite the ongoing domestic pandemic, the company has successfully conducted various online technical exchanges and marketing activities to promote brand building and business expansion[70] - The company's financial performance was notably affected by the pandemic, leading to a cautious outlook for the remainder of 2022[35] Partnerships and Collaborations - The company has established strategic partnerships with institutions like Southeast University and China Mobile to promote innovation in 5G technology[53] - The company has established partnerships with several domestic core component suppliers, achieving partial localization of core chips, which reduces dependency on imports and lowers product costs[146] Corporate Governance and Management - The actual controllers of the company are Feng Yuejun and Ji Hongxia, with no concerted actions reported[32] - The company has a strong core management team with extensive experience in the communication equipment manufacturing and testing industry[61] - The company has achieved ISO certifications in quality, environmental, occupational health, and information security management systems, demonstrating its commitment to compliance and sustainability[135]