北京海兰信数据科技股份有限公司 二〇二五年十一月 证券代码：300065 证券简称：海兰信 上市地点：深交所 北京海兰信数据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暨关联交易报告书（草案） 上市公司声明 本公司及全体董事、监事、高级管理人员保证本报告书及其摘要内容不存在 虚假记载、误导性陈述或者重大遗漏，并对其真实性、准确性和完整性承担个别 和连带的法律责任。 本公司全体董事、监事、高级管理人员保证本报告书及其摘要所引用的相关 数据的真实性和合理性。 本报告书所述事项并不代表中国证监会、深圳证券交易所对于本次重组相关 事项的实质性判断、确认或批准。本报告书所述本次重组相关事项的生效和完成 尚需有关审批机关的批准或注册。审批机关对于本次交易相关事项所做的任何决 定或意见，均不表明其对本公司股票的价值或投资者的收益做出实质性判断或保 证。 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报告书（草案） （修订稿） | 项目 | 交易对方 海南省信息产业投资集团有限公司、温州申合信创业投资合伙企业 | | --- | --- | | 发行股份及支付现 | （有限合伙）、温州创海成信创业投资合伙企 ...

关于北京海兰信数据科技股份有限公司申请 发行股份购买资产并募集配套资金的审核问 询函的回复 致同会计师事务所（特殊普通合伙） 致同会计师事务所（特殊普通合伙） 中国北京朝阳区建国门外大街 22 号 赛特广场 5 层邮编 100004 电话 +86 10 8566 5588 传真 +86 10 8566 5120 www.grantthornton.cn 关于北京海兰信数据科技股份有限公司申请发行股份购买资 产并募集配套资金的审核问询函的回复 致同专字（2025）第 110A022128 号 深圳证券交易所创业板公司管理部： 致同会计师事务所（特殊普通合伙）（以下简称"我们"）于 2025 年 9 月 19 日 收到了北京海兰信数据科技股份有限公司（以下简称"上市公司"或"海兰信"）转来 的深圳证券交易所上市审核中心出具的《关于北京海兰信数据科技股份有限公司 申请发行股份购买资产并募集配套资金的审核问询函》（审核函〔2025〕030012 号，以下简称"问询函"），要求我们对相关问题进行核查并发表明确意见。 按照问询函的要求，基于海兰信对问询函相关问题的说明以及我们对问询函 中相关事项的核查，现就有关事项说明如 ...

证券代码：300065 证券简称：海兰信 公告编号：2025-064 | 重组报告书章节 | 修订内容 | | --- | --- | | 重大风险提示 | 为突出重大性，增强针对性，强化风险导向，已按照重要性 | | | 重新排序，并对部分风险进行补充披露 | | 第一节本次交易概况 无 | | | 第二节上市公司基本情况 | 更新上市公司基本情况 | | 第三节交易对方基本情况 | 1、交易对方为合伙企业的，补充穿透披露至最终出资人；2、 | | | 补充披露交易对方主营业务，除持有标的资产股权外的其他 | | | 对外投资情况，交易对方及其上层权益持有人是否专为本次 | | | 交易而设立，锁定期安排是否符合相关规定的相关情况 | | 第四节标的资产基本情况 | 1、补充披露标的公司产品或服务的主要消费群体、销售价 | | | 格的变动情况；2、补充披露标的公司合并财务报表范围、 | | | 变化情况及变化原因； | | 第五节本次交易发行股份情 无 | | | 况 | | | 第六节标的资产的评估及作 | 补充披露评估基准日至重组报告书披露日交易标的发生的 | | 价情况 | 重要变化事项及其对交易作 ...

国泰海通证券股份有限公司 关于深圳证券交易所 《关于北京海兰信数据科技股份有限公司申请发行股 份购买资产并募集配套资金的审核问询函》 回复之核查意见 独立财务顾问 （中国（上海）自由贸易试验区商城路 618 号） 深圳证券交易所： 北京海兰信数据科技股份有限公司（以下简称"上市公司"、"公司"或"海 兰信"）于 2025 年 9 月 19 日收到深圳证券交易所《关于北京海兰信数据科技股 份有限公司申请发行股份购买资产并募集配套资金的审核问询函》（审核函〔2025〕 030012 号（以下简称"《审核问询函》"）。公司及相关中介机构就《审核问询函》 所提问题进行了认真讨论分析与核查，并按照要求在《北京海兰信数据科技股份 有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易报告书（草案） （以下简称"重组报告书"）中进行了相应的修订和补充披露。国泰海通证券股 份有限公司（以下简称"国泰海通"或"独立财务顾问"）作为本次重组的独立 财务顾问，现发表核查意见如下。 如无特别说明，本核查意见使用的简称与重组报告书中的释义相同。 在本核查意见中，部分合计数与各明细数直接相加之和在尾数上如有差异， 如无特殊说明，均系 ...

Core Viewpoint - The domestic aircraft carrier sector experienced a short-term surge, with Guorui Technology rising over 10%, alongside increases in companies such as Hailanxin, China Marine Defense, Guisheng Co., China Shipbuilding Defense, and Yaxing Anchor Chain, following the commissioning of China's first electromagnetic catapult aircraft carrier [1] Group 1 - The domestic aircraft carrier sector is showing positive momentum in the stock market [1] - Guorui Technology's stock price increased by more than 10% [1] - Other companies in the sector, including Hailanxin and China Marine Defense, also saw stock price increases [1]

Core Insights - The article discusses the deep application of Internet of Things (IoT) technology in the marine sector, aiming to promote the digital and intelligent transformation of the marine economy through "interconnectivity" [1][2] - China's strategic elevation of marine power construction has led to the introduction of various policies to support the development of marine IoT, with a projected industry scale of 84.4 billion yuan in 2024 and expected to exceed 100 billion yuan in 2025 [1][12] - Key players in the industry include major companies like Huawei and ZTE, which dominate the market, while specialized enterprises focus on vertical breakthroughs [1][16] Marine IoT Overview - Marine IoT (Ocean IoT) involves the deployment of sensors, communication devices, and intelligent terminals, combined with cloud computing and big data, to create a real-time perception and decision support network for marine environments [1][2] - The core objective is to achieve full-chain connectivity of marine data, facilitating the transition from traditional development to digital and intelligent operations [1][2] Industry Policies - China has intensified its investment in marine technology and information sectors, with marine IoT being a key vehicle for innovation and industrial upgrading [7][11] - National policies such as the "Digital China Construction Overall Layout Plan" and local initiatives from cities like Qingdao aim to create a favorable environment for marine IoT development [7][11] Industry Chain - The marine IoT industry chain consists of three segments: upstream focuses on sensing and communication infrastructure, midstream involves equipment integration and platform services, and downstream emphasizes diverse application implementations [8][10] - The entire industry chain is evolving through technological breakthroughs and application deepening, forming a complete ecosystem from hardware support to intelligent services [8][10] Current Development Status - The marine IoT industry is experiencing rapid growth, with a market size projected to reach approximately 4.01 trillion yuan in 2024 and 4.55 trillion yuan in 2025, reflecting a year-on-year growth of about 13.7% [10][11] - The industry is transitioning from external growth characterized by "connection scale expansion" to internal development focused on "data value mining" [10][11] Market Size and Forecast - The marine IoT market is expected to reach 84.4 billion yuan in 2024 and is projected to exceed 100 billion yuan in 2025, indicating a robust growth trajectory [12][14] Competitive Landscape - The competitive landscape of the marine IoT industry is characterized by "head concentration, cross-industry penetration, and niche breakthroughs," with major players like Huawei and ZTE leading the market [16] - Companies are primarily concentrated in coastal economic zones, focusing on core scenarios such as smart ports and marine security [16] Future Development Trends - The marine IoT industry is expected to see deep technological integration, expansion of application scenarios, and collaborative industrial ecosystems [17][18] - Future applications will extend from single-point empowerment to full-chain collaboration, integrating marine agriculture, industry, and services [18][19] - The competitive landscape will shift towards ecological collaboration, supported by policies that enhance technology implementation and industry cluster development [19]

Group 1 - Jinguang Electric won a bid for a State Grid procurement project with a total amount of 21.7976 million yuan, accounting for approximately 2.93% of the company's expected revenue for 2024 [1] - Shen Gong Co. plans to reduce its shareholding by up to 2%, equating to 340.61 million shares [2] - Guomai Culture received a government subsidy of 3.78 million yuan, representing 24.90% of its audited net profit for 2024 [2] Group 2 - Guomai Culture focuses on the development and provision of digital content operation platforms [3] - Shentong Technology's two directors plan to collectively reduce their shareholding by no more than 0.0473% [4] - Ruihua Tai intends to reduce its shareholding by up to 1%, amounting to 1.8 million shares [5] Group 3 - Guoji Automobile's wholly-owned subsidiary won a total contract project worth 809 million yuan [7] - Changcheng Technology's stock is expected to remain suspended due to potential changes in control [9] - Huabei Pharmaceutical's subsidiary received approval for a chemical raw material drug listing application [11] Group 4 - Fuyao Glass has changed its legal representative to Cao Hui [13] - Huaxi Biological plans to reduce its shareholding by up to 2%, totaling 9.6336 million shares [14] - Hopu Co. signed a procurement contract for a storage system worth 500 million yuan [15] Group 5 - ST Songfa's subsidiary plans to invest 458 million yuan in a mooring dock project [18] - Zhonghong Medical's subsidiary is expected to be selected for several centralized procurement projects [19] - Huakai Yibai's vice chairman plans to increase his shareholding by no less than 30 million yuan [20] Group 6 - Haichuang Pharmaceutical completed the first participant enrollment for a clinical trial of a drug for metabolic-associated fatty liver disease [21] - Dongfang Biological's subsidiary obtained medical device product registration certificates for multiple products [22] - Lepu Medical's rechargeable implantable deep brain stimulation system received NMPA registration approval [23] Group 7 - Changyuan Power's power generation in October decreased by 32.25% year-on-year [24] - Jinshi Yaya's diclofenac sodium sustained-release tablets passed the consistency evaluation for generic drugs [26] - Yutong Bus sold 3,040 buses in October, a decrease of 5.62% year-on-year [27] Group 8 - Far East Co. signed contracts worth 1.062 billion yuan in October [28] - Tianya Pharmaceutical's subsidiary passed the consistency evaluation for a drug [29] - Yuheng Pharmaceutical plans to resolve a debt dispute through a share transfer agreement [30] Group 9 - Hailanxin's subsidiary won a bid for a marine observation network project worth 1.097 billion yuan [31] - Huasheng Lithium plans to reduce its shareholding by up to 0.37% [33] - Maike Biological obtained product registration certificates for five new in vitro diagnostic products [34] Group 10 - Huayuan New Materials signed a strategic cooperation agreement with Taiblue New Energy [37] - Greebo's actual controller and some directors plan to collectively increase their shareholding by no less than 11.5 million yuan [39] - Yian Technology received a government subsidy of 1.1643 million yuan [41] Group 11 - Kangtai Biological's quadrivalent influenza virus vaccine has commenced Phase I clinical trials [43] - Spring Airlines received a commitment letter for a stock repurchase loan of up to 450 million yuan [45] - Foton Motor sold 8,006 new energy vehicles in October, a year-on-year increase of 98.83% [46] Group 12 - Greebo plans to transfer 100% equity of its subsidiary for 280 million yuan [48] - Siwei Liekong's director is under investigation [49] - Dingyang Technology launched a new generation of multi-channel microwave signal generator products [50] Group 13 - Jiangling Motors reported a year-on-year increase of 8.06% in vehicle sales for October [51] - Shengyi Technology plans to reduce its shareholding by up to 1.03% [52] - Dongshan Precision completed the acquisition of 100% equity of France's GMD Group for approximately 814 million yuan [53] Group 14 - Tianyang Technology plans to acquire 7.5% of Baoland's shares for 155 million yuan [54] - Alter plans to establish a joint venture company with a total investment of 672 million yuan [54] - Changchun High-tech's clinical trial application for a drug was approved [55] Group 15 - Beibu Gulf Port's cargo throughput in October increased by 22.73% year-on-year [56] - ST Zhangjiajie was ruled by the court to undergo reorganization [57] - Teda Co.'s subsidiary was selected as a supplier for an energy project in Indonesia [58]

Group 1 - The company Hailanxin announced that its wholly-owned subsidiary, Hainan Oute Ocean Technology Co., Ltd., has received a bid notification for the Sanya Yazhou Bay Science and Technology City marine scientific observation network and shore-based support base project [2] - The bid amount for the project is approximately RMB 1,097,068,100.00, which translates to about 1.1 billion yuan [2]

Group 1 - The core viewpoint of the news is that Hailanxin's stock has experienced fluctuations, with a notable decline of 2.09% on November 4, 2023, despite a year-to-date increase of 140.49% [1] - As of November 4, 2023, Hailanxin's stock price is reported at 19.72 yuan per share, with a total market capitalization of 14.208 billion yuan [1] - The company has seen significant trading activity, with a net outflow of 49.602 million yuan in principal funds and a total trading volume of 715 million yuan on the same day [1] Group 2 - Hailanxin's main business segments include marine observation detection equipment and intelligent ship systems, contributing 67.32% and 32.29% to its revenue, respectively [1] - For the period from January to September 2025, Hailanxin achieved a revenue of 580 million yuan, representing a year-on-year growth of 128.52%, and a net profit of 39.808 million yuan, up 290.58% [2] - The company has a total of 102,300 shareholders as of September 30, 2025, with a decrease of 10.20% from the previous period [2] Group 3 - Hailanxin has not distributed any dividends in the past three years, with a total payout of 93.8547 million yuan since its A-share listing [3] - As of September 30, 2025, Hong Kong Central Clearing Limited is the fifth-largest shareholder, holding 3.1259 million shares as a new shareholder [3]

Core Viewpoint - Hailanxin's wholly-owned subsidiary, Hainan Oute Ocean Technology Co., Ltd., has recently received a bid notification for the Sanya Yazhou Bay Science and Technology City Marine Science Observation Network and Shore-Based Support Base Project, with a winning bid amount of 1.097 billion yuan [1] Group 1 - The project involves hardware and software components for the marine science observation network [1] - The bid notification was issued by Sanya Yazhou Bay Science and Technology City Development and Construction Co., Ltd. [1]