证券代码：831961 证券简称：创远信科 公告编号：2025-113 创远信科（上海）技术股份有限公司 独立董事专门会议关于公司发行股份及支付现金购 买资产并募集配套资金暨关联交易事项的审查意见 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"）拟通 过发行股份及支付现金方式购买上海微宇天导技术有限责任公司 100% 股权并募集配套资金暨关联交易（以下简称"本次交易"）。 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中 华人民共和国证券法》（以下简称"《证券法》"）、《上市公司重大 资产重组管理办法》（以下简称"《重组管理办法》"）、《北京证券 交易所上市公司重大资产重组业务指引》（以下简称"《重组业务指 引》"）以及《创远信科（上海）技术股份有限公司章程》（以下简称 "《公司章程》"）等相关法律、法规和规范性文件规定，独立董事 专门会议本着高度负责的态度，基于独立、审慎、客观的立场，就相 关事宜与公司董事会、管理层进行了询问与讨论，基于 ...

Group 1: Mergers and Acquisitions Activity - The Beijing Stock Exchange (BSE) merger and acquisition market remains active, with companies like Chuangyuan Xinke planning significant acquisitions to enhance growth and competitiveness [1][2] - Chuangyuan Xinke announced plans to acquire 100% of Weiyu Tiandao through a combination of stock issuance and cash payment, with trading suspended to ensure fair information disclosure [2][3] - Five New Tunnel Equipment has adjusted its acquisition plan to acquire 99.9057% of Xingzhong Technology, demonstrating flexibility and efficiency in the merger process [5] Group 2: Financial Performance - Chuangyuan Xinke reported a revenue of approximately 111 million yuan, a year-on-year increase of 18.44%, and a net profit of approximately 6.32 million yuan, up 354.24% for the first half of the year [2] - The company's significant growth is attributed to high R&D investment, product iteration, and market expansion efforts [2] Group 3: Market Mechanisms and Trends - The introduction of new mechanisms such as "small and fast" review processes has enriched the tools available for mergers and acquisitions, enhancing market activity and liquidity [6][7] - The BSE's ongoing reforms and rule adjustments are expected to maintain high levels of trading activity and investor interest in the market [7]

Group 1: Mergers and Acquisitions Activity - The Beijing Stock Exchange (BSE) merger and acquisition market remains active, with companies like Chuangyuan Xinke planning significant acquisitions to enhance competitiveness and market liquidity [1][4] - Chuangyuan Xinke announced plans to acquire 100% of Weiyu Tiandao's equity through a combination of stock issuance and cash payment, with trading suspended to prevent stock price volatility [1][2] - Wuxin Tunnel's recent adjustments to its acquisition plan demonstrate a flexible approach to mergers, emphasizing strategic value over strict ownership percentages [3] Group 2: Company Performance - Chuangyuan Xinke reported a revenue of approximately 111 million yuan, a year-on-year increase of 18.44%, and a net profit of about 6.32 million yuan, reflecting a significant growth of 354.24% [2] - The company's growth is attributed to high R&D investment, product iteration, and market expansion efforts [2] Group 3: Market Mechanisms and Trends - The introduction of new mechanisms such as "small and fast" review processes has enhanced the efficiency of mergers and acquisitions on the BSE, leading to increased market activity [4] - Over 30 companies on the BSE have disclosed acquisition or restructuring announcements, indicating a robust trend in the market [4] - Analysts suggest that mergers and acquisitions are crucial for small companies on the BSE to achieve rapid growth and improve their competitive edge [4][5]

Core Viewpoint - The company is actively pursuing a strategic acquisition to enhance its technical capabilities and market share in the satellite navigation testing sector, showcasing its professional strength and growth prospects in the wireless communication testing field [1][2]. Group 1: Strategic Acquisition - The company is planning to acquire 100% of Shanghai Weiyu Tiandao Technology Co., Ltd. through a combination of issuing shares and cash payment, which will strengthen its technical capabilities and market presence in the satellite navigation testing field [1]. - The acquisition is currently in the planning stage, and the company will adhere to relevant regulations for information disclosure to protect investor rights [1]. Group 2: Financial Performance - In the first half of 2025, the company achieved operating revenue of 111 million yuan, a year-on-year increase of 18.44% [1]. - The net profit attributable to shareholders reached 6.3153 million yuan, reflecting a significant year-on-year growth of 354.24% [1]. - The net cash flow from operating activities was 76.1778 million yuan, marking a substantial increase of 1121.98% year-on-year [1]. - The gross profit margin stood at 55.67%, an increase of 1.47 percentage points compared to the previous year [1]. Group 3: Research and Development - Under the "1+3" development strategy, the company is increasing its R&D investment, focusing on technologies such as millimeter-wave testing and satellite internet [2]. - New products, including a 44GHz handheld spectrum analyzer and a 41GHz handheld vector signal generator, were launched in the first half of 2025, with sales orders already secured [2]. - The company is collaborating with the East China branch of the China Academy of Information and Communications Technology to establish a new generation 6G communication and satellite internet testing verification center [2]. Group 4: Market Position and Future Outlook - The company has developed testing solutions for satellite internet, including a low-orbit satellite payload certification testing system and Eagle Sat for satellite network testing [2]. - The company recently won a bid for a project related to the "Beidou-3 real-time simulation satellite signal system," demonstrating its technical strength and market competitiveness in the satellite internet testing field [2]. - The company emphasizes the importance of market value management and aims to operate in a compliant, honest, and focused manner to enhance shareholder value and long-term investment returns [2].

Investment Rating - The investment rating for the company is "Outperform" (Maintain) [3] Core Views - In H1 2025, the company achieved operating revenue of 111 million yuan, representing a year-on-year growth of 18.44%, and a net profit attributable to the parent company of 6.3153 million yuan, reflecting a significant year-on-year increase of 354.24% [5] - The company maintains its profit forecast for 2025-2027, expecting net profits attributable to the parent company to be 19 million, 33 million, and 49 million yuan respectively, with corresponding EPS of 0.13, 0.23, and 0.34 yuan, leading to P/E ratios of 194.5, 113.5, and 76.1 times [5] - The company is optimistic about its R&D capabilities and anticipates that the commercialization of 5G-A will provide new growth opportunities [5] Financial Summary - As of September 17, 2025, the current stock price is 26.23 yuan, with a total market capitalization of 3.747 billion yuan and a circulating market capitalization of 2.725 billion yuan [3] - The company has a total share capital of 143 million shares, with 104 million shares in circulation and a turnover rate of 603.92% over the past three months [3] - The financial projections indicate a revenue of 270 million yuan in 2025, with a year-on-year growth of 16%, and a net profit of 19 million yuan, with a projected net profit margin of 7.1% [8][10]

Summary of Key Points Core Viewpoint - On September 17, eight stocks including Galaxy Magnetics, New Dazheng, and Hengwei Technology were suspended from trading due to significant events or announcements [1]. Group 1: Stock Suspension Details - Galaxy Magnetics (300127.SZ) was suspended for one day due to a major event [2]. - New Dazheng (002968.SZ) was also suspended for one day due to a major event [2]. - Hengwei Technology (603496.SH) is suspended starting today for planning a major asset restructuring [2]. - Tianpu Co., Ltd. (605255.SH) was suspended for one day due to an important announcement [2]. - Sunflower (300111.SZ) was suspended for one day due to a major event [2]. - Chuangyuan Xinke (831961.BJ) was suspended for one day for issuing shares to purchase assets [2]. - *ST Guangdao (839680.BJ) was suspended for one day due to a forced delisting situation [2]. - *ST Tianmao (000627.SZ) was suspended for one day due to a major event [2].

中国经济网北京9月16日讯创远信科(831961.BJ)昨晚发布关于筹划发行股份及支付现金购买资产并配套 募集资金事项的停牌公告。 经向北京证券交易所申请，公司股票自2025年9月16日起停牌，预计将于2025年9月30日前复牌。 创远信科拟以发行股份并支付现金方式购买上海微宇天导技术有限责任公司(以下简称"微宇天导")股东 所持有的微宇天导100%股权，并配套募集资金。 ...

Group 1 - The company plans to acquire 100% equity of Shanghai Weiyu Tiandao Technology Co., Ltd. through a combination of share issuance and cash payment, along with fundraising [1] - Weiyu Tiandao is an innovative technology enterprise focused on global satellite positioning, navigation timing (PNT), satellite internet communication, high-integration chip design, and artificial intelligence [1] - The company has developed a "cloud testing platform" that provides high reliability and confidence in intelligent testing and verification services for global clients [1] Group 2 - In April, the company disclosed related party transactions, indicating plans to provide services to Weiyu Tiandao, including housing rental and utility fee collection, with a total transaction amount not exceeding 3 million yuan [2] - Weiyu Tiandao, established in November 2015, reported total assets of 413 million yuan and net assets of 275 million yuan as of December 31, 2024 [2] - The current acquisition transaction is in the planning stage, with no formal agreements signed yet, and it requires approval from the board, shareholders, and regulatory authorities [2]

Core Viewpoint - Chuangyuan Xinke plans to acquire 100% equity of Shanghai Weiyu Tiandao Technology Co., Ltd. through a combination of share issuance and cash payment, with the actual controller of both companies being the same individual [1][2]. Group 1: Acquisition Details - The acquisition is currently in the planning stage, with no formal agreement signed yet, and it requires approval from the board, shareholders, and regulatory authorities [3]. - The stock of Chuangyuan Xinke will be suspended from trading starting September 16, with a planned resumption by September 30 [1]. Group 2: Company Background - Chuangyuan Xinke specializes in RF communication testing instruments and solutions, focusing on 5G/6G communication, vehicle networking testing, and satellite internet communication [2]. - Weiyu Tiandao is engaged in global satellite PNT, satellite internet communication, high-integration chip design, and AI technology development [2]. Group 3: Financial Performance - In the first half of 2025, Chuangyuan Xinke reported revenue of 111 million yuan, an increase of 18.44%, and a net profit attributable to shareholders of 6.32 million yuan, up 354.24%, although the non-recurring net profit was negative at -6.62 million yuan [4]. Group 4: Strategic Collaborations - Recently, Chuangyuan Xinke has been actively collaborating in the 6G and satellite fields, signing strategic cooperation agreements with various organizations to advance technology development and testing [4]. - The company expressed intentions to consider mergers, collaborations, or new project investments to accelerate business expansion and enter new markets [5].

Core Viewpoint - Chuangyuan Xinke plans to acquire 100% equity of Weiyu Tiandao through a combination of share issuance and cash payment, marking a significant asset restructuring in the Beijing Stock Exchange market [1][2] Company Overview - Chuangyuan Xinke is a specialized wireless communication company focusing on RF communication testing technology and overall solutions, recognized as a national-level "specialized and innovative" small giant enterprise [2] - The company primarily operates in three areas: wireless communication testing, vehicle networking testing, and low-orbit satellite and low-altitude testing [2] Financial Performance - In the first half of the year, Chuangyuan Xinke achieved revenue of approximately 111 million yuan, representing a year-on-year growth of 18.44% [2] - The net profit attributable to shareholders was approximately 6.32 million yuan, showing a significant year-on-year increase of 354.24% [2] - Research and development expenses amounted to approximately 52.47 million yuan, accounting for about 47.20% of total revenue [2] Transaction Details - The acquisition is currently in the planning stage, with no formal agreement signed yet, and the specific transaction details are still under discussion [2] - The transaction requires approval from the company's board, shareholders, and regulatory authorities, indicating potential uncertainties in the approval process [2]