证券代码：300264 证券简称：佳创视讯 公告编号：2025-041 一、召开会议的基本情况 1、股东会届次：2025 年第二次临时股东大会 （2）网络投票时间：通过深圳证券交易所系统进行网络投票的具体时间为 2025 年 11 月 20 日 9:15-9:25,9:30-11:30,13:00-15:00；通过深圳证券交易所互联网投票系统投票 的具体时间为 2025 年 11 月 20 日 9:15 至 15:00 的任意时间。 深圳市佳创视讯技术股份有限公司 关于召开 2025 年第二次临时股东大会的通知 2、股东会的召集人：董事会 3、本次会议的召集、召开符合《中华人民共和国公司法》《深圳证券交易所创业板股 票上市规则》《深圳证券交易所上市公司自律监管指引第 2 号—创业板上市公司规范运作》 等法律、行政法规、部门规章、规范性文件及《公司章程》的有关规定。 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈述或 重大遗漏。 4、会议时间： （1）现场会议时间：2025 年 11 月 20 日 14:30 5、会议的召开方式：现场表决与网络投票相结合。 6、会议的股权登记日 ...

证券代码：300264 证券简称：佳创视讯 公告编号：2025-040 深圳市佳创视讯技术股份有限公司 第六届监事会十一次会议决议公告 本公司及监事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 一、监事会会议召开情况 根据《公司法》及公司章程，深圳市佳创视讯技术股份有限公司（以下简称 "公司"）于2025年10月29日在深圳市南山区深圳国际创新谷1栋A座15楼公司会 议室以现场的方式召开了公司第六届监事会第十一次会议。公司监事刘军先生、 胡勇先生、吴畏先生出席会议，召开程序、参加会议监事人数及表决程序符合有 关法律规定及公司章程规定。 二、监事会会议审议情况 本次会议由公司监事刘军先生召集和主持。会议以书面表决的方式，审议并 通过了如下议案： 1、审议通过了《2025 年第三季度报告的议案》； 经审核，监事会认为公司《2025年第三季度报告》编制和审核程序符合法律、 行政法规和中国证监会的规定，报告内容真实、准确、完整地反映了公司2025 年第三季度经营的实际情况，不存在任何虚假记载、误导性陈述或者重大遗漏。 《2025年第三季度报告》的具体内容详见公司同日披露于巨潮资 ...

本次董事会会议召开程序、参加董事人数及表决程序符合有关法律规定及本公司 《章程》规定。本次会议由公司董事长陈坤江先生召集和主持。会议以书面表决的方式， 逐项审议并通过了如下议案： 一、审议通过了《2025年第三季度报告的议案》； 经审议，董事会认为公司《2025年第三季度报告》的编制程序符合法律、行政法规 的规定，报告内容真实、准确、完整地反映了公司2025年第三季度的实际经营情况，不 存在虚假记载、误导性陈述或者重大遗漏。 证券代码：300264 证券简称：佳创视讯 公告编号：2025-039 深圳市佳创视讯技术股份有限公司 第六届董事会第十二次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 深圳市佳创视讯技术股份有限公司（以下简称"公司"）第六届董事会第十二次会 议通知已于2025年10月23日以书面方式通知全体董事，与会的各位董事已知悉与所议事 项相关的必要信息。会议于2025年10月29日在深圳市南山区国际创新谷1栋A座15楼公司 会议室以现场与通讯的方式召开。本次会议应到董事7人，实到董事7人。公司监事列席 了本次会议。 《 2025 ...

招商证券股份有限公司 关于深圳市佳创视讯技术股份有限公司 控股股东、实际控制人豁免公司部分债务暨关联交易 的核查意见 招商证券股份有限公司（以下简称"保荐机构"）作为深圳市佳创视讯技术 股份有限公司（以下简称"佳创视讯"、"公司"）向特定对象发行股票的保荐机 构，根据《深圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司自 律监管指引第 2 号——创业板上市公司规范运作》等相关法律、法规和规范性 文件的要求，对佳创视讯控股股东、实际控制人豁免公司部分债务暨关联交易 事项进行了审慎核查，并出具本核查意见。核查情况如下： 一、关联交易概述 1、为缓解公司债务压力，优化公司资产结构，支持公司业务发展，公司控 股股东、实际控制人陈坤江先生决定豁免公司人民币 2,000 万元的债务。 2、陈坤江先生系公司控股股东、实际控制人、董事长，根据《深圳证券交 易所创业板股票上市规则》之规定，本次交易构成关联交易。 3、公司独立董事专门会议、第六届董事会第十二次会议、第六届监事会第 十一次会议审议通过了上述关联交易事项，与该关联交易有利害关系的关联董 事陈坤江、陈旭昇回避表决。 4、本次交易不构成《上市公司重大资产重组管理 ...

Revenue and Profitability - The company's revenue for Q3 2025 was ¥11,994,441.11, representing a 7.73% increase year-over-year, while year-to-date revenue reached ¥94,010,641.61, up 20.95% compared to the same period last year[5] - The net profit attributable to shareholders for Q3 2025 was -¥10,290,691.50, a decrease of 37.35% year-over-year, with a year-to-date net profit of -¥17,716,273.30, reflecting a 46.66% decline[5] - The basic and diluted earnings per share for Q3 2025 were both -¥0.0239, down 37.35% from the previous year, with year-to-date earnings per share at -¥0.0411, a decrease of 46.69%[5] - Total operating revenue for the current period reached ¥94,010,641.61, an increase of 20.8% compared to ¥77,728,939.82 in the previous period[14] - Net profit for the current period was -¥17,735,722.60, an improvement from -¥33,142,483.06 in the previous period, indicating a reduction in losses[15] - Basic and diluted earnings per share improved to -¥0.0411 from -¥0.0771 in the previous period[16] Assets and Liabilities - Total assets at the end of Q3 2025 were ¥219,243,449.74, a decrease of 7.33% from the end of the previous year, while equity attributable to shareholders dropped by 64.11% to ¥9,730,640.57[5] - The total current assets decreased from CNY 184,358,872.60 to CNY 164,989,856.81, a decline of approximately 10.5%[11] - Accounts receivable increased significantly from CNY 58,823,535.53 to CNY 102,701,237.05, representing a growth of about 74.7%[11] - Inventory decreased from CNY 63,512,672.34 to CNY 27,332,761.73, a reduction of approximately 57.0%[11] - Current liabilities decreased slightly from CNY 203,261,272.86 to CNY 200,123,660.17, a decline of about 1.1%[12] - The company's long-term equity investments decreased from CNY 13,700,342.52 to CNY 11,843,093.51, a drop of approximately 13.5%[12] - The total liabilities amounted to ¥210,979,773.23, slightly up from ¥210,910,929.67[13] - Total equity attributable to shareholders of the parent company decreased to ¥9,730,640.57 from ¥27,111,852.33, indicating a significant decline[13] Cash Flow and Investments - Cash flow from operating activities for the year-to-date was -¥19,874,472.18, an improvement of 53.23% compared to the same period last year[9] - The company reported a net cash outflow from operating activities of -¥19,874,472.18, compared to -¥42,489,672.48 in the previous period, showing improved cash flow management[16] - The cash received from operating activities totaled ¥44,599,329.19, down from ¥110,671,022.39 in the previous period, highlighting a decrease in cash inflow[16] - Net cash flow from investment activities was -5,397,246.97, indicating a significant outflow compared to the inflow of 4,848.46[17] - The cash flow from investment activities showed a significant outflow of 5,402,095.43, highlighting increased investment expenditures[17] - The company’s investment income showed a significant loss of -¥3,842,403.74, a 390.99% decline compared to the previous year, mainly due to losses from investments in associates[8] - The company’s investment losses increased to -¥3,842,403.74 from -¥782,575.52, indicating challenges in investment performance[14] Government Support and Other Income - The company received government subsidies amounting to ¥2,141,752.35 in Q3 2025, contributing to a total of ¥5,700,501.37 year-to-date[6] - The company recorded a significant increase in other income to ¥6,395,270.93 from ¥4,475,160.97, reflecting enhanced revenue streams[14] Shareholder Information - The total number of common shareholders at the end of the reporting period is 33,205[10] - The largest shareholder, Chen Kunjian, holds 18.63% of the shares, amounting to 80,249,765 shares[10] - The company’s legal representative is Chen Kunjian, indicating continuity in leadership[19] Financial Reporting and Standards - The company’s third-quarter financial report was not audited, which may affect the reliability of the reported figures[18] - The company plans to implement new accounting standards starting in 2025, which could impact future financial reporting[18]

Market Overview - On October 10, the IT services sector declined by 3.29%, with Danghong Technology leading the drop [1] - The Shanghai Composite Index closed at 3897.03, down 0.94%, while the Shenzhen Component Index closed at 13355.42, down 2.7% [1] Stock Performance - Notable gainers in the IT services sector included: - Chuling Information (300250) with a closing price of 28.01, up 12.94% and a trading volume of 753,900 shares, totaling 2.053 billion yuan [1] - Advanced Datacom (300541) closed at 17.34, up 9.61% with a trading volume of 1,084,900 shares, totaling 1.893 billion yuan [1] - Major decliners included: - Danghong Technology (688039) closed at 56.63, down 11.38% with a trading volume of 136,500 shares, totaling 792 million yuan [2] - Hongsoft Technology (688088) closed at 57.12, down 8.56% with a trading volume of 155,000 shares, totaling 908 million yuan [2] Capital Flow - The IT services sector experienced a net outflow of 4.713 billion yuan from institutional investors, while retail investors saw a net inflow of 3.311 billion yuan [2] - Specific stock capital flows showed: - Wangsut Technology (300017) had a net inflow of 1.16 billion yuan from institutional investors [3] - Chuling Information (300250) saw a net inflow of 110 million yuan from institutional investors [3]

Core Viewpoint - Jiachuan Vision (300264.SZ) announced the termination of its control change plan due to the inability of the controlling shareholder Chen Kunjian and the counterparty to reach an agreement on key transaction elements, prioritizing the interests of all shareholders [1] Group 1: Control Change Plan - The controlling shareholder Chen Kunjian intended to transfer 20,062,441 shares, representing 25% of his holdings and 4.6564% of the total share capital, to Li Li [1] - Chen Kunjian also planned to assist Li Li in finding other shareholders willing to transfer shares, involving an additional 1,480,435 shares, which is 0.3436% of the total share capital [1] - If the control change had proceeded, the controlling shareholders would have shifted from Chen Kunjian to the couple Mao Guangfu and Li Li [4] Group 2: Stock Issuance - To enhance the shareholding ratio of Li Li and Mao Guangfu, the company plans to issue up to 67,860,060 shares to specific investors, not exceeding 30% of the total share capital prior to the issuance [2] - The total funds raised from this issuance are capped at 354,229,513.20 yuan, which will be used for working capital and debt repayment [2] Group 3: Financial Performance - Jiachuan Vision has reported net losses for six and a half consecutive years, with net profits attributable to shareholders showing a consistent decline [6] - The net profit figures from 2017 to the first half of 2025 indicate a downward trend, with the latest reported net profit being -0.07 billion yuan [6] - The company’s revenue for the latest reporting period was 82,016,200.50 yuan, reflecting a 23.16% increase compared to the previous year, while the net loss attributable to shareholders decreased by 71.13% [7]

Core Viewpoint - Jiachuan Vision (300264) announced the termination of its control change plan due to the inability of the controlling shareholder Chen Kunjian and the counterparty to reach an agreement on key transaction elements, which will not have a significant adverse impact on the company's operating performance and financial status [1]. Group 1: Control Change Plan - The control change plan was initiated on August 3, 2025, with a significant increase in stock trading volume prior to the announcement, raising suspicions of insider information leakage [3]. - Chen Kunjian planned to transfer 20,062,400 shares (4.66% of total shares) to Li Li and assist her in acquiring an additional 0.34% of shares from other shareholders, while entrusting the voting rights of his remaining 60,187,300 shares (13.97% of total shares) to Mao Guangfu [3][4]. - If the series of transactions were completed, the actual controller of Jiachuan Vision would change from Chen Kunjian to the couple Mao Guangfu and Li Li [4]. Group 2: Financial Performance - In the first half of 2025, Jiachuan Vision reported revenue of 82.0162 million yuan, a year-on-year increase of 23.16%, while the net profit attributable to shareholders was -7.4256 million yuan, a 71.13% year-on-year improvement [9]. - The company has experienced continuous losses since 2019, with a cumulative loss of approximately 520 million yuan over six and a half years [9]. - As of June 30, 2025, the company's cash reserves fell to 11.4159 million yuan, a decrease of 77.31% year-on-year, while interest-bearing short-term debt increased by 31.62% to 95.3936 million yuan, resulting in a soaring debt-to-asset ratio of 92% [9].

Group 1 - Dongfang Caifu announced that shareholders plan to transfer a total of 237.8 million shares at a price of 24.40 yuan per share, with 32 institutional investors participating in the bidding [1] - Laofengxiang's subsidiary plans to invest 24 million USD to acquire a 20% stake in Maybach Luxury Goods Asia Pacific, becoming the second-largest shareholder [1] - Saito Bio's subsidiary received a CEP certificate for Dexamethasone Sodium Phosphate, allowing it to sell in international markets [2] Group 2 - Jianglong Shipbuilding is expected to win a bid for a 600-ton fishery enforcement vessel project worth 72.99 million yuan, accounting for 4.22% of its audited revenue for 2024 [3] - Shikong Technology is planning to acquire control of Shenzhen Jiahe Jinwei Electronic Technology Co., Ltd., with stock trading suspended for up to 5 trading days [4] - Mould Technology's controlling shareholder plans to reduce its stake by up to 1% due to funding needs [5] Group 3 - Guokong Electronics expects a net profit increase of 64.72% to 80.17% for the first three quarters of 2025, with projected revenue of 340 million to 370 million yuan [7] - Beimo High-Tech anticipates a net profit increase of 50% to 60% for the same period, with a projected net profit of 125 million to 133 million yuan [8] - ST Haofeng's controlling shareholder has transferred 15.0046% of shares to Zhixin Network at a price of 6 yuan per share, totaling 331 million yuan [9] Group 4 - ST Changyuan's major shareholder plans to reduce its stake by up to 3% within 90 days due to risk management [11] - Runze Technology's shareholder plans to reduce its stake by up to 1% due to personal funding needs [12] - Limin Co. expects a net profit increase of 649.71% to 669.25% for the first three quarters of 2025, with a projected net profit of 384 million to 394 million yuan [14] Group 5 - Kanda New Materials received a government subsidy of 10.05 million yuan, accounting for 4.08% of its latest audited net profit [15] - Keheng Co.'s shareholder plans to reduce its stake by up to 1% due to personal funding needs [16] - New Hope reported a September sales revenue of 1.746 billion yuan from 1.3942 million pigs sold, with a year-on-year decline of 23.82% [18] Group 6 - Wan'an Technology plans to invest 150 million yuan to establish a joint venture in Wuhan for automotive chassis systems [19] - Wan'an Technology also intends to acquire a 40% stake in Fuao Wan'an for 26.22 million yuan, aiming for full ownership [19] - Kuai Ke Electronics' controlling shareholder plans to transfer 4% of the company's shares through an inquiry [20] Group 7 - Changan Automobile's joint venture Avita Technology has completed payment of 3.45 billion yuan for a 10% stake in Huawei's Yiwang [21]

Core Viewpoint - The termination of the control change at Jiachuan Vision has raised significant market concerns, particularly due to the lack of clarity regarding the timing and reasons for the decision [1][2]. Group 1: Control Change Termination - Jiachuan Vision announced the termination of its control change plans on October 9, citing failure to reach consensus on core transaction elements, which left many questions unanswered in the market [1][2]. - The control change process began on August 1, 2025, when the controlling shareholder notified the company of the planned change, leading to a stock suspension [1]. - Prior to the suspension, the company's stock experienced a significant increase, with a maximum intraday rise of over 13% on July 31, raising suspicions of insider trading [1]. Group 2: Financial Condition - Jiachuan Vision has faced ongoing financial difficulties, with revenue stagnating around 10 million yuan since 2019 and a net loss of over 7 million yuan in the first half of 2025 [2]. - As of June 30, the company had approximately 10 million yuan in cash but nearly 100 million yuan in interest-bearing short-term debt, indicating severe cash flow pressure [2]. Group 3: Recommendations for Improvement - The company needs to take immediate transparent actions, including detailed disclosure of the decision-making process behind the termination and an investigation into prior stock price fluctuations [2]. - It is essential for Jiachuan Vision to develop practical operational improvement and financial solutions to alleviate its financial pressures [2]. - Strengthening internal governance and information disclosure mechanisms is crucial for rebuilding market trust [2].